Form 8-K

8-K — Midera Food Processing, Inc.

Accession: 0001193125-26-288554

Filed: 2026-06-29

Period: 2026-06-29

CIK: 0002088281

SIC: 3580 (REFRIGERATION & SERVICE INDUSTRY MACHINERY)

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: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d70874d8k.htm (Primary)

EX-10.1 (d70874dex101.htm)

EX-99.1 (d70874dex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d70874d8k.htm · Sequence: 1

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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)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2026

MIDERA FOOD PROCESSING, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-43265

39-3886250

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10275 West Higgins Road, Suite 300, Rosemont, Illinois

60018

(Address of Principal Executive Offices)

(Zip Code)

(847) 857-6696

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

☐

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))

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, par value $0.01 per share

MFP

The Nasdaq Stock Market LLC

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).

Emerging growth company ☒

If 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.

On June 29, 2026 (the “Closing Date”), Midera Food Processing, Inc. (the “Company”), an indirect wholly-owned subsidiary of The Middleby Corporation (“Middleby”), and Alkar Holdings, Inc. (the “Borrower”), entered into a five-year, $1.0 billion credit agreement with Bank of America, N.A., as administrative agent (the “Agent”), and the other financial institutions and lenders party thereto (the “Credit Agreement”), in connection with the anticipated spin-off of the Company into an independent, publicly traded company (the “Spin-off”). As of the effective time of the Spin-off, the Borrower will be a direct wholly-owned subsidiary of the Company.

The Credit Agreement provides for a new senior secured credit facility in an aggregate principal amount of $1.0 billion, consisting of (i) a $750 million U.S. dollar revolving credit facility and (ii) a $250 million multi-currency revolving credit facility, with the potential for the Borrower, under certain circumstances, to increase the amount of the credit facility by the greater of $151 million and 100% of the Company’s Consolidated EBITDA (as defined in the Credit Agreement) for the most recently ended period of four consecutive quarters (plus additional amounts subject to compliance with a specified leverage ratio depending on the type of indebtedness being incurred) either by increasing one or more revolving facility, or by adding on one or more revolving and/or term loan facilities.

Each of the U.S. dollar revolving credit facility and the multi-currency revolving credit facility consists of revolving loans and sublimits for swingline loans and letters of credit. The revolving credit facilities shall be available to the Borrower on and after the Closing Date; provided that (i) prior to the effectiveness of the Spin-off, borrowings may not exceed $300 million and (ii) the credit facility commitments will terminate and all loans shall become due within 15 business days after the Closing Date if the Spin-off does not occur. Borrowings under the revolving credit facilities may be made by the Borrower and the Borrower shall have the ability to designate the Company and/or one or more wholly-owned subsidiaries of the Company as additional borrowers pursuant to the terms of the Credit Agreement.

Borrowings under the U.S. dollar revolving credit facility may be denominated in U.S. dollars. Borrowings under the multi-currency revolving credit facility (other than swingline loans which are available in U.S. dollars, Euros and Pounds sterling only) may be denominated in U.S. dollars, Australian dollars, Canadian dollars, Euros, Pounds sterling, Swedish Krona, Danish Krone, and any agreed alternative currency. Borrowings under the credit facilities may be used for ongoing working capital needs, acquisitions and other investments, restricted payments, share repurchases, and other general corporate purposes, including, but not limited to, (i) in connection with the Spin-off, one or more distributions to Middleby or one or more of its subsidiaries in cash in an aggregate amount not to exceed $300 million and (ii) to pay fees and expenses incurred in connection with the loan documents, the Spin-off transactions, and any transactions contemplated by or otherwise permitted under the Credit Agreement.

The credit facility matures on June 29, 2031. All obligations (i) under the Credit Agreement, (ii) under certain swap contracts and cash management agreements and (iii) under certain sidecar letter of credit and guarantee facilities in an aggregate amount under this clause (iii) not to exceed $55 million are secured by substantially all the assets of the Borrower, the Company and certain of the Company’s material wholly-owned domestic subsidiaries on a pro forma basis after giving effect to the Spin-off, and unconditionally guaranteed by, subject to certain exceptions, the Company and certain of the Company’s direct and indirect material wholly-owned domestic subsidiaries on a pro forma basis after giving effect to the Spin-off.

Borrowings in (i) U.S. dollars shall bear interest based on a (x) term secured overnight financing rate (“SOFR”) or (y) base rate, (ii) Pounds sterling shall bear interest based on a daily sterling overnight index average rate (“SONIA”), (iii) Euros shall bear interest based on the EURIBOR rate, (iv) Canadian dollars shall bear interest based on the term CORRA Rate, (v) Swedish Krona shall bear interest based on the STIBOR rate, (vi) Danish Krone shall bear interest based on the CIBOR rate and (vii) Australian dollars shall bear interest based on the BBSY rate, in each case of clauses (i) through (vii) above, plus a margin as described below.

The margin for each of the foregoing rates, other than the base rate, shall range from 1.125% to 2.00% based on the Total Net Leverage Ratio (as defined in the Credit Agreement) of the Company, with interest periods, in the case of all SOFR Loans or Eurocurrency Loans, at the Company’s option of one, three or six months or, subject to certain conditions, twelve months. The margin for base rate borrowings shall range from 0.125% to 1.00% based on the Total Net Leverage Ratio (as defined in the Credit Agreement) of the Company. However, prior to the delivery of the Company’s quarterly financial statements for the fiscal quarter ending on October 3, 2026, such margin shall be 0.25% for base rate borrowings and 1.25% for all other borrowings. A commitment fee equal to a percentage of the aggregate amount of the lenders’ unused revolving commitments and a letter of credit fee on the undrawn amount of each letter of credit issued under the letter of credit subfacility, are paid quarterly and on the Revolver Termination Date (as defined in the Credit Agreement).

The Credit Agreement contains representations, warranties and covenants that are customary for agreements of this type. Among other things, the covenants in the Credit Agreement limit the ability of the Company and its subsidiaries to, with certain exceptions: incur indebtedness; grant liens; engage in certain mergers, consolidations, acquisitions and dispositions; make restricted payments; make

certain investments; enter into certain sale-leaseback transactions; change its line of business or fiscal year; and enter into certain transactions with affiliates. The Credit Agreement also requires the Company to satisfy certain financial covenants including: (i) a maximum Secured Net Leverage Ratio (as defined in the Credit Agreement) of 3.75 to 1.00, which may be adjusted to 4.25 to 1.00 for a four consecutive fiscal quarter period in connection with certain qualified acquisitions, subject to the terms and conditions contained in the Credit Agreement, and (ii) a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00 to 1.00.

Commitments and loans outstanding under the Credit Agreement may be voluntarily reduced or prepaid without premium or penalty other than payment of customary breakage costs.

The Credit Agreement also contains certain customary events of default, including, but not limited to, the failure to make required payments; bankruptcy and other insolvency events; the failure to perform certain covenants; the material breach of a representation or warranty; non-payment of certain other indebtedness; the entry of undischarged judgments against the Company or any of its subsidiaries for the payment of material uninsured amounts; the invalidity of the Company guarantee, any subsidiary guaranty or any security document; certain material ERISA events; a change of control of the Company; and an involuntary dissolution of the Company or any of its material wholly-owned subsidiaries.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached as Exhibit 10.1 hereto and is 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 provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 8.01

Other Events.

As previously announced, Middleby is expected to distribute all of the issued and outstanding shares of Company common stock to the holders of record of Middleby common stock at 12:01 a.m. (Eastern Time) on July 6, 2026. In connection with the anticipated consummation of the Spin-off and entry into the Credit Agreement on June 29, 2026, the Borrower used borrowings under the credit facilities and cash on hand to make a distribution to Middleby Marshall Inc., a direct wholly-owned subsidiary of Middleby, of $233 million.

On June 29, 2026, Middleby issued a press release announcing the Company’s entry into the Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

10.1

Credit Agreement, dated as of June 29, 2026, among Midera Food Processing, Inc., Alkar Holdings, Inc., the other financial institutions and lenders party thereto and Bank of America, N.A., as administrative agent for the lenders.

99.1

Press Release, dated June 29, 2026, issued by The Middleby Corporation.

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

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.

MIDERA FOOD PROCESSING, INC.

Date: June 29, 2026

By:

/s/ Amy Campbell

Amy Campbell

Chief Financial Officer

EX-10.1

Filename: d70874dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

Execution Version

$750,000,000

USD

Revolving Facility

$250,000,000

Multicurrency Revolving Facility

CREDIT AGREEMENT

among

MIDERA FOOD PROCESSING, INC., as Company

ALKAR HOLDINGS, INC., as Initial Borrower

CERTAIN OTHER SUBSIDIARIES OF COMPANY

FROM TIME TO TIME PARTY HERETO,

as Other Borrowers,

BANK OF AMERICA, N.A.

as Administrative Agent

and

VARIOUS LENDING

INSTITUTIONS

Dated as of June 29, 2026

BANK OF AMERICA, N.A.,

COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

JPMORGAN CHASE BANK, N.A.,

PNC CAPITAL MARKETS LLC and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Lead Arrangers and Bookrunners

COOPERATIEVE RABOBANK U.A., JPMORGAN CHASE BANK, N.A., PNC BANK, NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION

as Syndication Agents

ING BANK N.V., DUBLIN BRANCH, KEYBANK NATIONAL ASSOCIATION

and TD BANK, N.A.

as Co-Documentation Agents

and

BANK OF AMERICA, N.A.,

as Initial Issuing Bank

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.1

Definitions

1.2

Accounting Terms; Financial Statements

1.3

Calculation of Exchange Rate

1.4

Timing of Performance

1.5

Limited Condition Transactions

1.6

[Reserved]

1.7

[Reserved]

1.8

Divisions

1.9

Rates

1.10

Spin-Off and Spin-Off Steps Plan

ARTICLE II

AMOUNT AND TERMS OF DOLLAR AND ALTERNATIVE CURRENCY CREDITS

2.1

The Commitments

2.2

Notes

2.3

Minimum Amount of Each Borrowing; Maximum Number of Borrowings

2.4

Borrowing Options

2.5

Notice of Borrowing

2.6

Conversion or Continuation

2.7

Disbursement of Funds

2.8

Utilization of Revolving Commitments in an Alternative Currency

2.9

Additional Facilities

2.10

Letters of Credit

101

2.11

Pro Rata Borrowings

114

2.12

Replacement Revolving Credit Facilities

115

2.13

Replacement Term Loans

117

2.14

Extension of Maturity Date

118

2.15

Appointment and Removal of Other Borrowers

120

ARTICLE III

INTEREST AND FEES

3.1

Interest

122

3.2

Fees

124

3.3

Computation of Interest and Fees

125

3.4

Interest Periods

125

3.5

Compensation for Funding Losses

126

3.6

Increased Costs, Alternate Rate of Interest, Illegality, Etc.

127

3.7

Replacement of Affected Lenders

131

3.8

Inability to Determine Rates

133

ARTICLE IV

REDUCTION OF COMMITMENTS;

PAYMENTS AND PREPAYMENTS; DEFAULTING LENDERS

4.1

Voluntary Reduction of Commitments; Defaulting Lenders

135

4.2

Mandatory Reduction of Commitments

139

4.3

Voluntary Prepayments

139

4.4

Mandatory Prepayments

140

4.5

Application of Prepayments

142

4.6

Method and Place of Payment

143

4.7

Net Payments

145

ARTICLE V

CONDITIONS PRECEDENT

5.1

Conditions Precedent to Initial Credit Event

149

5.2

Conditions Precedent to all Other Credit Events

152

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1

Corporate Status

153

6.2

Corporate Power and Authority

153

6.3

No Violation

154

6.4

Governmental Approvals

154

6.5

Financial Statements; Solvency; Projections; Material Adverse Change

154

6.6

Litigation

155

6.7

True and Complete Disclosure

156

6.8

Use of Proceeds; Margin Regulations

156

6.9

Taxes

156

6.10

Labor Relations

157

6.11

Security Documents

157

6.12

Compliance With ERISA

157

6.13

Foreign Pension Matters

158

6.14

Ownership of Property

159

6.15

Capitalization of Company

159

6.16

Subsidiaries

159

6.17

Compliance With Law, Etc.

159

6.18

Investment Company Act

160

6.19

Environmental Matters

160

6.20

Intellectual Property, Licenses, Franchises and Formulas

160

6.21

OFAC; Patriot Act; FCPA

161

ARTICLE VII

AFFIRMATIVE COVENANTS

7.1

Financial Statements

161

7.2

Certificates; Other Information

163

7.3

Notices

164

7.4

Conduct of Business and Maintenance of Existence

165

7.5

Payment of Taxes

165

7.6

Inspection of Property, Books and Records

166

7.7

ERISA

166

7.8

Foreign Pension Plan Compliance

167

7.9

Maintenance of Property, Insurance

167

7.10

Environmental Laws

168

7.11

Use of Proceeds

168

7.12

Additional Security; Further Assurances

168

7.13

End of Fiscal Years; Fiscal Quarters

170

7.14

Post-Closing Covenant

170

ARTICLE VIII

NEGATIVE COVENANTS

8.1

Liens

171

8.2

Indebtedness

175

8.3

Fundamental Changes

181

8.4

Asset Sales

182

8.5

Restricted Payments

186

8.6

[Reserved]

188

8.7

Investments

188

8.8

Transactions with Affiliates

190

8.9

Sale-Leasebacks

191

8.10

[Reserved]

191

8.11

Lines of Business

192

8.12

Fiscal Year

192

8.13

Limitation on Voluntary Payments and Modifications of Subordinated Indebtedness; Modifications of Organizational Documents

192

8.14

Limitation on Certain Restrictions on Subsidiaries

192

iii

ARTICLE IX

FINANCIAL COVENANTS

9.1

Secured Net Leverage Ratio

195

9.2

Consolidated Interest Coverage Ratio

195

ARTICLE X

EVENTS OF DEFAULT

10.1

Events of Default

195

10.2

Rights Not Exclusive

199

ARTICLE XI

ADMINISTRATIVE AGENT

11.1

Appointment

200

11.2

Nature of Duties

200

11.3

Exculpation, Rights Etc.

201

11.4

Reliance

202

11.5

Indemnification

202

11.6

Administrative Agent In Its Individual Capacity

202

11.7

Notice of Default

203

11.8

Holders of Obligations

203

11.9

Resignation by the Administrative Agent

203

11.10

[Reserved]

204

11.11

The Lead Arrangers; Bookrunners; Co-Documentation Agents and Syndication Agents

204

11.12

Delegation of Duties

205

11.13

Certain ERISA Matters

205

11.14

Recovery of Erroneous Payments

206

11.15

Non-Reliance on the Administrative Agent, the Lead Arrangers, the Issuing Banks and the other Lenders

206

11.16

Administrative Agent May File Proofs of Claim; Credit Bidding

207

ARTICLE XII

MISCELLANEOUS

12.1

No Waiver; Modifications in Writing

209

12.2

Further Assurances

213

12.3

Notices, Delivery Etc.

214

12.4

Costs and Expenses; Indemnification

215

12.5

Confirmations

218

12.6

Adjustment; Setoff

219

12.7

Execution in Counterparts; Electronic Execution of Assignments

220

12.8

Binding Effect; Assignment; Addition and Substitution of Lenders

220

12.9

CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL; SERVICE OF PROCESS

225

12.10

Release of Collateral

225

12.11

GOVERNING LAW

226

12.12

Severability of Provisions

226

12.13

Transfers of Notes

226

12.14

Registry

227

12.15

[Reserved.]

227

12.16

Headings

227

12.17

Termination of Agreement

227

12.18

Confidentiality

227

12.19

Concerning the Collateral, the Guaranty and the other Loan Documents

229

12.20

Effectiveness

232

12.21

USA Patriot Act

232

12.22

Restrictions on Guarantees and Pledges

232

12.23

Redesignation of Unrestricted Entities as Subsidiaries

233

12.24

No Fiduciary Responsibility

234

12.25

Waiver of Sovereign Immunity

234

12.26

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

234

12.27

Acknowledgement Regarding Any Supported QFCs

235

Exhibits

Exhibit 2.1(f)

Form of USD Swing Line Loan Participation Certificate

Exhibit 2.1(g)

Form of Multicurrency Swing Line Loan Participation Certificate

Exhibit 2.2(a)(1)

Form of USD Revolving Note

Exhibit 2.2(a)(2)

Form of Multicurrency Revolving Note

Exhibit 2.2(a)(3)

Form of USD Swing Line Note

Exhibit 2.2(a)(4)

Form of Multicurrency European Swing Line Note

Exhibit 2.2(a)(5)

Form of Multicurrency U.S. Swing Line Note

Exhibit 2.5

Form of Notice of Borrowing

Exhibit 2.6

Form of Notice of Conversion or Continuation

Exhibit 2.10(c)

Form of Notice of Issuance

Exhibit 2.10(i)

Form of Letter of Credit Report

Exhibit 2.15

Form of Joinder Agreement

Exhibit 4.7(f)-1

Form of U.S. Tax Compliance Certificate

Exhibit 4.7(f)-2

Form of U.S. Tax Compliance Certificate

Exhibit 4.7(f)-3

Form of U.S. Tax Compliance Certificate

Exhibit 4.7(f)-4

Form of U.S. Tax Compliance Certificate

Exhibit 5.1(a)(ii)

Form of Guaranty

Exhibit 5.1(a)(iii)

Form of Security Agreement

Exhibit 5.1(c)

Form of Officer’s Certificate

Exhibit 5.1(d)

Form of Secretary’s Certificate

Exhibit 5.1(g)

Form of Solvency Certificate

Exhibit 7.2(a)

Form of Compliance Certificate Pursuant to Section 7.2(a)

Exhibit 8.2(j)

Form of Subordination Terms

Exhibit 12.8(c)

Form of Assignment and Assumption Agreement

Schedules

Schedule 1.1(a)

Commitments

Schedule 1.1(b)

[Reserved]

Schedule 1.1(c)

Revolver Sublimits

Schedule 1.1(d)

Subsidiary Borrowers

Schedule 1.1(e)

Unrestricted Entities

Schedule 1.1(f)

Applicable Designees

Schedule 1.1(g)

Applicable LC Sublimits

Schedule 6.3

Approvals and Consents

Schedule 6.4

Governmental Approvals

Schedule 6.13

Foreign Pension Plans

Schedule 7.14

Post-Closing Schedule

Schedule 8.2

Indebtedness

Schedule 8.7

Investments

Schedule 8.8

Transactions with Affiliates

Schedule 8.14(a)

Existing Restrictions on Subsidiaries

Schedule 12.3

Notice Addresses

Schedule 12.8(b)

Voting Participants

CREDIT AGREEMENT

THIS CREDIT AGREEMENT is dated as of June 29, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from

time to time, this “Agreement”) and is made by and among Midera Food Processing, Inc., a Delaware corporation (“Company”) Alkar Holdings, Inc., a Wisconsin corporation (the “Initial

Borrower”), each Other Borrower (as defined herein) that becomes party hereto from time to time, the undersigned financial institutions, in their capacities as lenders hereunder (collectively, the “Lenders,” and each

individually, a “Lender”), BANK OF AMERICA, N.A., as administrative agent (or any of its designated branch offices or affiliates, in such capacity “Administrative Agent”) and as Collateral Agent

for the Secured Creditors, and BANK OF AMERICA, N.A., as a revolving letter of credit issuing bank (in such capacity, the “Initial Issuing Bank”).

RECITALS

The Middleby

Corporation, a Delaware corporation, (“Middleby”), intends to consummate the previously announced spin-off of its food processing business into an independent publicly traded

company, Company, which is intended to be accomplished by a pro rata distribution to the shareholders of Middleby of the outstanding ordinary shares of Company, which, directly or indirectly through its Subsidiaries, will hold the business,

activities and operations comprising the food processing business of Middleby and its subsidiaries, as described more fully in the Form 10 (as defined herein) (the “Spin-Off”).

In connection with the Spin-Off (a) Company and/or Initial Borrower will make one or more

distributions to Middleby or one or more of its subsidiaries in cash in an aggregate amount not to exceed $300,000,000 (the “Pre-Spin Dividend”) and (b) Middleby,

Company and/or their respective subsidiaries will enter into certain agreements in connection with the Spin-Off, including as detailed in or attached to the Form 10 (such agreements, as amended, restated,

supplemented or otherwise modified from time to time, being collectively referred to as the “Spin-Off Agreements”).

The Initial Borrower has requested that the Lenders make available to the Borrowers revolving credit facilities with aggregate Commitments in

an amount equal to $1,000,000,000, the proceeds of which shall be used (a) to finance the Pre-Spin Dividend and (b) for all other purposes permitted under, and otherwise in accordance

with and subject to the terms of, this Agreement.

In consideration of the premises and of the mutual covenants herein contained the

parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.1 Definitions. As used herein, and unless the context requires a different meaning, the following terms have the meanings indicated:

“Acquisition” means any transaction or series of related transactions for

the purpose of or resulting, directly or indirectly, in (i) the purchase by a Person of all or substantially all of the assets of a Person, or of any business or business unit, line of business or division of a Person, (ii) the acquisition

of Capital Stock representing more than 50% of the ordinary voting power to elect a majority of the board of directors (if a corporation) or to select the trustee or equivalent managing body or controlling interest, or otherwise causing any Person

to become a Subsidiary (other than pursuant to a designation of a Person as a Subsidiary pursuant to the definition of “Subsidiary”), or (iii) the merger, consolidation or amalgamation of any Person with any other Person (other than

a Person that is a Subsidiary).

“Additional Facilities” has the meaning assigned to that term in

Section 2.9(a).

“Additional Facility Commitment” means, with respect to any Lender and any

Additional Facility, the obligation of such Lender to make loans under such Additional Facility, as such commitment may be adjusted from time to time pursuant to this Agreement.

“Additional Facility Limit” means an amount equal to the sum of (x)(i) the greater of (A) $151,000,000 (or the Dollar

Equivalent thereof at the time of funding) and (B) 100% of Consolidated EBITDA less (ii) the aggregate principal amount of all Additional Facilities and Incremental Equivalent Debt incurred or issued in reliance on

clause (x)(i) of this definition plus (y) (A) the amount of any optional prepayment of any Incremental Equivalent Debt and any Loan including any Loan under any Additional Facility (other than, in each case,

incurred pursuant to clause (z) below) in accordance with Section 4.3 (accompanied, to the extent such prepayments are of Loans under any Revolving Facility, by a commitment reduction in the like

amount under such Revolving Facility) and/or the amount of any permanent reduction of any Revolving Commitment so long as, in the case of any optional prepayment, such prepayment was not funded with the proceeds of a contemporaneous refinancing with

new long-term Indebtedness less (B) the aggregate principal amount of all Additional Facilities and Incremental Equivalent Debt incurred or issued in reliance on clause (y)(A) of this definition plus

(z) an amount such that, at the time of the incurrence of the applicable Additional Facility, (i) to the extent such amount is secured by a Lien that is pari passu with or junior to (or, in the case of Incremental Equivalent Debt,

pari passu with or junior to) the Liens securing the Obligations, the Secured Net Leverage Ratio of Company and its Subsidiaries does not exceed 3.00 to 1.00 or (ii) to the extent such amount is unsecured, the Net Leverage Ratio of

Company and its Subsidiaries does not exceed 4.75 to 1.00 (it being acknowledged that each Additional Facility under Section 2.9 shall be incurred under clause (z) if

clause (z) is available at the time of such incurrence up to the maximum amount available, and any additional amounts incurred at any time that clause (z) is unavailable shall be incurred under

clauses (x) and/or (y), and any simultaneous incurrence under clauses (x) and/or (y) shall not be given pro forma effect for purposes of determining the Net Leverage Ratio and

the Secured Net Leverage Ratio with respect to any incurrence under clause (z)), calculated on a Pro Forma Basis (including pursuant to Section 1.5), after giving effect to the application of the

proceeds thereof (but without “netting” the Cash proceeds of the applicable Additional Facility; provided that to the extent the Cash proceeds thereof are used to repay Indebtedness, pro forma effect shall be given to such

repayment of Indebtedness) and, in the case of any Additional Revolving Facility, assuming a full drawing under such Additional Revolving Facility, and determined on the basis of the financial statements for the most recently completed four Fiscal

Quarter period of Company that are internally available. For the avoidance of doubt, undrawn Commitments under the existing Facilities (other than an Additional Revolving Facility (as contemplated in the proviso to the immediately preceding

sentence)) shall be disregarded for purposes of calculating the amounts available under clause (z) above.

“Additional Revolving Facility” has the meaning assigned to that term in

Section 2.9(a).

“Additional Security Documents” means the security agreements and security

documents entered into pursuant to Section 7.12 with respect to additional Collateral or otherwise entered into in connection herewith to secure the Obligations or any portion thereof.

“Additional Term Loans” has the meaning assigned to that term in Section 2.9(a).

“Administrative Agent” has the meaning assigned to that term in the introduction to this Agreement and any successor

Administrative Agent in such capacity.

“Administrative Agent’s Office” means, with respect to any currency, the

Administrative Agent’s address with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrowers and the Lenders.

“Administrative Borrower” means Company or Subsidiary of Company designated as the Administrative Borrower from time to

time in accordance with the terms of Section 2.15(d). As of the Closing Date, the Administrative Borrower is the Initial Borrower.

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

“Affiliate” means, with respect to any Person, any Person or group acting in concert in respect of the Person in

question that, directly or indirectly, controls or is controlled by or is under common control with such Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by”

and “under common control with”), as used with respect to any Person or group of Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, whether

through the ownership of voting securities or by contract or otherwise; provided that being an officer or a director of a Person shall not, in and of itself, be deemed “control” of such Person. None of the Administrative Agent,

the Lead Arrangers, any Lender or any of their respective Affiliates shall be considered an Affiliate of Company or any of its Subsidiaries.

“Agent” has the meaning assigned to that term in Section 11.1.

“Aggregate Pro Rata Share” has the meaning assigned to that term in Section 11.5.

“Agreed Alternative Currency” has the meaning assigned to that term in Section 2.8(b).

“Agreed Alternative Currency Benchmark Modification” has the meaning assigned to that term in

Section 2.8(b).

“Agreed Guaranty and Security Principles” means, with respect to any

Subsidiary incorporated or formed under the laws of any jurisdiction, that a guaranty of any of the Obligations (including pursuant to the Guaranty) or a pledge or grant of a security interest in an asset (including Capital Stock) otherwise required

to be pledged under this Agreement or any other Loan Document, in each case, shall not be required to be given by such Subsidiary to the extent that such guaranty, pledge or grant:

(a) is prohibited by or in breach of or could reasonably be expected to be in breach of (i) any Requirement of Law

(including, but not limited to, any exchange control, financial assistance, corporate benefit, corporate interest, minimum capitalization, fraudulent conveyance, “interest stripping,” transfer pricing, thin capitalization, retention of

title or similar laws, rules or regulations) or (ii) any contractual obligation binding on such Subsidiary or binding on such asset (including pursuant to any joint venture or similar agreement) in effect as of the Closing Date (or, if later,

the date such Subsidiary is formed or acquired (or such joint venture or similar arrangement was entered into)) or at the time that the entity which owns such asset is merged or consolidated with or into, or acquired by a Subsidiary or becomes a

Subsidiary so long as not entered into in contemplation of such formation or acquisition, or contractual obligations not more restrictive than any of the foregoing in any material respect and not entered into in contemplation of this Agreement,

except, in each case of this clause (a), to the extent such prohibition would be rendered ineffective under any applicable anti-assignment provisions or any other provisions of applicable law;

(b) would require consent, approval, license or authorization from any Governmental Authority (including supervisory board,

works council, regulator or regulatory board (or equivalent), or other external body) to provide a guarantee, pledge or grant (unless such consent, approval, license or authorization has been received);

criminal liability on the part of, any of any Foreign Subsidiary’s officers, directors, employees or similar persons or (ii) criminal liability on the part of any Foreign Subsidiary;

(d) could reasonably be expected to result in adverse tax consequences (including adverse effects in relation to interest

deductibility, stamp duty and the possibility to form a fiscal unity) to Company or any of its Subsidiaries as determined in good faith by Company in consultation with the Administrative Agent; or

(e) could reasonably be expected to result in costs (including stamp duty, VAT, notarization and registration fees) or other

consequences that would be excessive in relation to the benefits afforded to the Secured Creditors thereby, as determined in good faith by Company in consultation with the Administrative Agent.

Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, it

is understood and agreed that:

(i) perfection through control agreements or perfection by control shall not be required

with respect to any Collateral, other than control of Pledged Securities;

(ii) creation or perfection of a security

interest in commercial tort claims shall not be required with respect to commercial tort claims with a value (as reasonably estimated by the Administrative Borrower) of less than $25,000,000 as required pursuant to the Security Documents;

(iii) no Credit Party shall be required to seek any landlord lien waiver, bailee letter, estoppel, warehouseman waiver or other

collateral access or similar letter or agreement, or to make filings under the Federal Assignment of Claims Act;

(iv) no

blocked account agreement, securities account control agreement commodities account control agreement or similar agreement will be required for any deposit account, securities account or commodities account;

(v) other than with respect to the assets of and Capital Stock issued by a Foreign Borrower (to the extent constituting or

required to constitute Collateral), no Credit Party will be required to (A) take any action outside of the United States, in order to create or perfect any Lien on any assets, (B) execute any Security Document governed under the laws of

any jurisdiction other than the United States, or (C) make any filing or recording, or conduct any Lien or other search, in any jurisdiction other than the United States;

(vi) no Credit Party shall be required to take any action to create, grant or perfect any Lien on any Excluded Assets; and

(vii) no Credit Party shall be required to (or to cause its Subsidiaries to) make any filings or take any action to perfect any

Lien with respect to (A) any motor vehicle or other asset subject to a certificate of title, (B) letter of credit rights, (C) the Capital Stock of any Subsidiary that is a not a Material Subsidiary, (D) the Capital Stock of any

Person that is an Unrestricted Entity, or (E) any Intellectual Property, in each case, other than filing a UCC financing statement in the office of the secretary of state (or similar central filing office) of the state or other jurisdiction

where such Credit Party is organized or located (as determined by Section 9-307 of the UCC) or, with respect to the assets and Capital Stock of a Foreign Borrower, as may be required under the foreign-law governed Security Documents applicable thereto as mutually agreed by the Administrative Borrower and the Administrative Agent (which foreign-law governed Security

Documents shall not require filings with intellectual property offices).

“Agreement” has the meaning assigned to that

term in the introduction to this Agreement.

“Alternative Currency” means at any time, Australian Dollars, Canadian

Dollars, Danish Krone, Euro, Sterling, Swedish Krona, and any Agreed Alternative Currency.

“Alternative Currency Alternate Rate” means, with respect to any

Alternative Currency in any jurisdiction, the rate of interest per annum notified to the Administrative Agent by that Lender as soon as practicable after notice is given under Section 3.6(c), and in any event before

interest is due to be paid in respect of the applicable Borrowing, based on the cost to that Lender of funding its participation in that Loan. Notwithstanding anything to the contrary contained herein, Loans may be made or maintained as Daily Rate

Loans only to the extent specified in Section 3.6(c).

“Alternative Currency Loan” means any

Loan denominated in a currency other than Dollars.

“Amounts Owing” has the meaning assigned to that term in

Section 2.15(b).

“Anti-Corruption Laws” has the meaning assigned to that term in

Section 6.21(d).

“Applicable Currency” means as to any particular payment or Loan, Dollars

or the Alternative Currency in which it is denominated or is payable.

“Applicable Designee” means any Affiliate of a

Lender designated thereby from time to time with the consent of the Administrative Agent (which such consent shall not be unreasonably withheld or delayed) to fund all or any portion of such Lender’s Multicurrency Revolving Commitment

Percentage of Multicurrency Revolving Loans (and Multicurrency Swing Line Loans and Multicurrency LC Obligations) under this Agreement. As of the Closing Date, the Applicable Designees of each Multicurrency Revolving Lender are set forth on

Schedule 1.1(f) (which schedule may be updated from time to time upon written notice by any such Lender to the Administrative Agent).

“Applicable Jurisdiction” means the United States, Canada, the United Kingdom, any member state of the European Union which

was a member state prior to May 1, 2004, and such other jurisdictions as the Administrative Agent may agree in its reasonable discretion.

“Applicable LC Sublimit” means, (i) with respect to Multicurrency Letters of Credit issued or to be issued by an

Issuing Bank, the Applicable Multicurrency LC Sublimit of such Issuing Bank, and (ii) with respect to USD Letters of Credit issued or to be issued by an Issuing Bank, the Applicable USD LC Sublimit of such Issuing Bank.

“Applicable Margin” means (i) from the Closing Date to the date upon which the Administrative Agent receives the

financial statements required pursuant to Section 7.1 for the Fiscal Quarter ending October 3, 2026, 1.25% for Term SOFR Loans, Eurocurrency Loans and RFR Loans and 0.25% for Base Rate Loans, and (ii) at any date

thereafter, the applicable percentage rate per annum set forth in the following table under the columns “Applicable Term SOFR, Eurocurrency and Other Foreign Currency Margin” for Term SOFR Loans, Eurocurrency Loans and RFR Loans

and “Applicable Base Rate Margin” for Base Rate Loans opposite the Most Recent Total Net Leverage Ratio as of such date:

Most Recent

Total Net Leverage Ratio

Applicable Term SOFR,

Eurocurrency and Other

Foreign Currency Margin

Applicable Base

Rate Margin

Greater than or equal to 4.0 to 1.0

2.00

1.00

Greater than or equal to 3.25 to 1.0 but less than 4.0 to 1.0

1.75

0.75

Greater than or equal to 2.5 to 1.0 but less than 3.25 to 1.0

1.625

0.625

Greater than or equal to 1.75 to 1.0 but less than 2.5 to 1.0

1.375

0.375

Greater than or equal to 1.0 to 1.0 but less than 1.75 to 1.0

1.25

0.25

Less than 1.0 to 1.0

1.125

0.125

Any adjustment in the “Applicable Margin” shall be applicable to all Base Rate Loans, Eurocurrency

Loans and/or RFR Loans (as applicable), then existing or subsequently made or issued.

“Applicable Multicurrency LC

Sublimit” means, (i) with respect to each of the Issuing Banks on the Closing Date, the “Multicurrency LC Sublimit” set forth opposite such Issuing Bank’s name on Schedule 1.1(g) and

(ii) with respect to any other Person that becomes an Issuing Bank under the Multicurrency Revolving Facility pursuant to the terms of the applicable agreement pursuant to which such entity agrees to become an Issuing Bank under the

Multicurrency Revolving Facility, such amount as agreed to in writing by Company and such Person at the time such Person becomes an Issuing Bank under the Multicurrency Revolving Facility pursuant to the terms of the applicable agreement pursuant to

which such entity agrees to become an Issuing Bank under the Multicurrency Revolving Facility, as each of the foregoing amounts under clauses (i) and (ii) above may be decreased or increased from time to time

with the written consent solely of Company and the Issuing Bank to which such decrease or increase applies.

“Applicable

Revolving Commitment Fee Percentage” means, with respect to the USD Revolving Facility and the Multicurrency Revolving Facility, (i) from the Closing Date to the date upon which the Administrative Agent receives the financial

statements required pursuant to Section 7.1 for the Fiscal Quarter ending October 3, 2026, 0.20%, and (ii) at any date thereafter, the applicable percentage rate per annum set forth in the following table under

the column Applicable Revolving Commitment Fee Percentage opposite the Most Recent Total Net Leverage Ratio as of such date:

Most Recent Total Net Leverage Ratio

Applicable Revolving Commitment

Fee Percentage

Greater than or equal to 4.0 to 1.0

0.275

Greater than or equal to 3.25 to 1.0 but less than 4.0 to 1.0

0.25

Greater than or equal to 2.5 to 1.0 but less than 3.25 to 1.0

0.225

Greater than or equal to 1.75 to 1.0 but less than 2.5 to 1.0

0.20

Greater than or equal to 1.0 to 1.0 but less than 1.75 to 1.0

0.20

Less than 1.0 to 1.0

0.175

“Applicable USD LC Sublimit” means, (i) with respect to each of the

Issuing Banks on the Closing Date, the “USD LC Sublimit” set forth opposite such Issuing Bank’s name on Schedule 1.1(g) and (ii) with respect to any other Person that becomes an Issuing Bank

under the USD Revolving Facility pursuant to the terms of the applicable agreement pursuant to which such entity agrees to become an Issuing Bank under the USD Revolving Facility, such amount as agreed to in writing by Company and such Person at the

time such Person becomes an Issuing Bank under the USD Revolving Facility pursuant to the terms of the applicable agreement pursuant to which such entity agrees to become an Issuing Bank under the USD Revolving Facility, as each of the foregoing

amounts under clauses (i) and (ii) above may be decreased or increased from time to time with the written consent solely of Company and the Issuing Bank to which such decrease or increase applies.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or

“Approved Member State” means

Belgium, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Spain and Sweden.

“Asset Disposition” means any

sale, lease, transfer, conveyance or other disposition (or series of related sales, leases, transfers or dispositions) of all or any part of (i) an interest in shares of Capital Stock of a Subsidiary of Company (other than directors’

qualifying shares) or (ii) property or other assets (each of (i) and (ii) referred to for the purposes of this definition as a “disposition”) by Company or any of its Subsidiaries.

“Assignee” has the meaning assigned to that term in Section 12.8(c).

“Assignment and Assumption Agreement” means an Assignment and Assumption Agreement substantially in the form of

Exhibit 12.8(c) (or such other form as mutually agreed by Company and the Administrative Agent) made by any applicable Lender, as assignor, and such Lender’s assignee in accordance with

Section 12.8.

“Attributable Debt” means as of the date of determination thereof, without

duplication, (i) in connection with a Sale and Leaseback Transaction, the net present value (discounted according to GAAP at the cost of debt implied in the lease) of the obligations of the lessee for rental payments during the then remaining

term of any applicable lease, (ii) Receivables Facility Attributable Debt, and (iii) the liquidation or preference value of outstanding Disqualified Capital Stock; provided that Excluded Attributable Debt shall not constitute

Attributable Debt.

“Australian Dollar” means the lawful currency of Australia.

“Available Liquidity” means, at any date, the sum of (i) the Total Available Revolving Commitment on such date

plus (ii) Cash and Cash Equivalents as of such date plus (iii) available amounts under any Permitted Accounts Receivable Securitization, and any Receivables Factoring Facility and each similar receivable financing facility

that is, in each case, made available on a committed basis on such date.

“Available Multicurrency Revolver Sublimit” means, as to any

Multicurrency Revolving Borrower at any time an amount equal to (i) such Borrower’s Multicurrency Revolver Sublimit at such time minus (ii) the sum of (a) the aggregate Effective Amount of then outstanding Multicurrency

Revolving Loans made to such Borrower plus (b) the Effective Amount of such Borrower’s Multicurrency LC Obligations plus (c) the aggregate Effective Amount of then outstanding Multicurrency Swing Line

Loans made to such Borrower.

“Available Multicurrency Revolving Commitment” means, as to any Multicurrency Revolving

Lender at any time an amount equal to the excess, if any, of (a) such Multicurrency Revolving Lender’s Multicurrency Revolving Commitment over (b) the sum of (i) the aggregate Effective Amount of then outstanding

Multicurrency Revolving Loans made by such Multicurrency Revolving Lender and (ii) such Multicurrency Revolving Lender’s Multicurrency Revolver Pro Rata Share of the Effective Amount of Multicurrency LC Obligations and

Multicurrency Swing Line Loans then outstanding.

“Available Tenor” means, as of any date of

determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period

pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with

reference to such Benchmark pursuant to this Agreement, in each case, 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

Section 3.8.

“Available USD Revolver Sublimit” means, as to any USD Revolving Borrower at

any time an amount equal to (i) such Borrower’s USD Revolver Sublimit at such time minus (ii) the sum of (a) the aggregate Effective Amount of then outstanding USD Revolving Loans made to such Borrower plus

(b) the Effective Amount of such Borrower’s USD LC Obligations plus (c) the aggregate Effective Amount of then outstanding USD Swing Line Loans made to such Borrower.

“Available USD Revolving Commitment” means, as to any USD Revolving Lender at any time an amount equal to the excess, if

any, of (a) such USD Revolving Lender’s USD Revolving Commitment over (b) the sum of (i) the aggregate Effective Amount of then outstanding USD Revolving Loans made by such USD Revolving Lender and (ii) such USD

Revolving Lender’s USD Revolver Pro Rata Share of the Effective Amount of USD LC Obligations and USD Swing Line Loans then outstanding.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the

applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means

(a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member

Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to

time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration

or other insolvency proceedings).

“Bank Guarantee” means, with respect to each Revolving Facility, a direct guarantee

issued for the account of Company, and, if requested, a Subsidiary of Company, under such Revolving Facility and otherwise pursuant to the terms of this Agreement by an Issuing Bank, in form acceptable to the Issuing Bank issuing such guarantee,

ensuring that a liability acceptable to such Issuing Bank acting reasonably of Company or a Subsidiary of Company to a third Person will be met.

“Bank of America” means Bank of America, N.A. (or any of its designated branch offices or affiliates) and its successors.

“Bankruptcy Code” means Title I of the Bankruptcy Reform Act of 1978, as amended, as set forth in Title 11

of the United States Code.

“Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest

of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” (c) Term SOFR plus 1.00% and

(d) 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for

pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.8, then the Base Rate shall be the greatest of clauses (a), (b) and (d) above and shall be determined without reference to

clause (c) above.

“Base Rate Loan” means any Loan which bears interest at a rate determined with reference to the

Base Rate. Base Rate Loans shall only be available to USD Borrowers and shall be denominated in Dollars.

“Benchmark”

means, initially, the Relevant Rate; provided that if a Benchmark Transition Event has occurred with respect to any of the aforementioned rates or the then-current Benchmark, in each case for the applicable currency, then

“Benchmark” for such currency means the applicable Benchmark Replacement for such currency to the extent that such Benchmark Replacement has replaced such prior benchmark rate for such currency pursuant to

Section 3.8.

“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:

(a) solely in the case of a Benchmark Transition Event with respect to the Term SOFR Reference Rate, Daily Simple SOFR; or

(b) the sum of: (i) the alternate benchmark rate that has been selected

by the Administrative Agent and the Company giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) 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 currency and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) 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 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 Company giving due consideration to (a) 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 or (b) 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 currency at such time.

“Benchmark Replacement Date” means a date and time determined by the Administrative Agent (which determination shall be

conclusive absent manifest error), which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark for any applicable currency:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of

(i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely

ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of

clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the

administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the

most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or

(b) with respect to any Benchmark for any applicable currency 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 the then-current Benchmark for any applicable currency:

(a) a public statement or

publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such

Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such

component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the

administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, 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 all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of

such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or

the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark for any

applicable currency 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).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial

Ownership Regulation.

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to

Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any entity whose assets include (for purposes of ERISA Section 3(42) 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.”

“Benefited Lender” has the meaning assigned to that term in

Section 12.6(a).

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

“Bookrunners” means Bank of America, N.A., Cooperative Rabobank U.A., New York Branch, JPMorgan Chase Bank N.A., PNC

Capital Markets LLC and Wells Fargo Bank, National Association.

“Borrowers” means the Administrative Borrower, the

Initial Borrower, and the Other Borrowers from time to time party hereto.

“Borrowing” means, with respect to any

Facility, a group of Loans of a single Type under such Facility made by the Lenders or the European Swing Line Lender or U.S. Swing Line Lender, as appropriate on a single date (or resulting from a conversion on such date) and in the case of

Eurocurrency Loans or SOFR Loans, as to which a single Interest Period is in effect.

“Business Day” means any day

other than a Saturday, Sunday or other day on which commercial banks are authorized to close under applicable laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located; provided that:

(1) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Euro, any fundings, disbursements,

settlements and payments in Euro in respect of any such Alternative Currency Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan, means a Business Day that is also a

TARGET Day;

(2) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Sterling, means a day

other than a day banks are closed for general business in London because such day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom;

(3) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in a currency other than Euro or

Sterling, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the applicable offshore interbank market for such currency; and

(4) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Euro in respect of an Alternative

Currency Loan denominated in a currency other than Euro, or any other dealings in any currency other than Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan (other than any interest rate settings),

means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Canadian Dollar” means the lawful money of Canada.

“Capital Stock” means, with respect to any Person, any and all common

shares, preferred shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, partnership interests, limited liability company interests, membership interests or other equivalent

ownership interests and any rights, warrants or options exchangeable for or convertible into such capital stock or other ownership interests (other than debt securities convertible into or exchangeable for capital stock or other ownership interests

or rights, warrants or options).

“Capitalized Lease” means, subject to the last sentence of

Section 1.2(a), at the time any determination thereof is to be made, any lease of property, real or personal, in respect of which the present value of the minimum rental commitment would be required to be capitalized on the

balance sheet of the lessee in accordance with GAAP in effect as of the Closing Date.

“Capitalized Lease Obligation”

means, subject to the last sentence of Section 1.2(a), at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease which would at such time be so required to be

capitalized on the balance sheet of the lessee in accordance with GAAP in effect as of the Closing Date.

“Cash” means

money, currency or the available credit balance in Dollars, an Alternative Currency or another currency reasonably acceptable to the Administrative Agent in a Deposit Account.

“Cash Collateralize” and “Cash Collateralizing” means to pledge and deposit with or deliver to the

Administrative Agent, for the benefit of the Administrative Agent, an Issuing Bank or a Swing Line Lender (as applicable) and the Lenders, in each case under any Revolving Facility, as collateral for LC Obligations under such Revolving Facility,

obligations in respect of Swing Line Loans under such Revolving Facility, or obligations of Lenders under such Revolving Facility to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or,

if the Issuing Bank or the Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (i) the Administrative Agent

and (ii) the applicable Issuing Bank or the applicable Swing Line Lender. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means (i) any evidence of indebtedness, maturing not more than one year after the date of

issue, issued by any Approved Member State, the United States of America, Denmark, Mexico, Sweden, the United Kingdom, Canada, Switzerland, Australia or any instrumentality or agency of any of the foregoing, the principal, interest and premium, if

any, of which is guaranteed fully by, or backed by the full faith and credit of, the Approved Member State, the United States of America, Denmark, Mexico, Sweden, the United Kingdom, Canada, Switzerland, or Australia, (ii) time deposits,

certificates of deposit and bankers acceptances maturing not more than one year after the date of purchase, issued or guaranteed by or placed with, and money market accounts issued or offered by, (x) any Lender or (y) a commercial banking

institution having, or which is the principal banking subsidiary of a bank holding company having, at the time of such deposit, certificate of deposits or banker’s acceptance, or the opening of such money market account, combined capital and

surplus and undivided profits of not less than $200,000,000 (or the Dollar Equivalent of $100,000,000 in the case of non-U.S. banking institutions) or whose commercial paper (or the commercial paper of such

bank’s holding company) has a rating of “P-2” (or higher) according to Moody’s, “A-2” (or higher) according to S&P or the

equivalent rating by any other nationally recognized rating agency (any such bank, an

“Approved Bank”), (iii) commercial paper, maturing not more than one year after the date of purchase with a rating, at the time of the acquisition thereof, of “P-2” (or higher) according to Moody’s, or “A-2” (or higher) according to S&P, (iv) demand deposits with any bank or trust company

maintained in the ordinary course of business, (v) repurchase or reverse repurchase agreements covering obligations of the type specified in clause (i) with a term of not more than 30 days with any Approved Bank, (vi) shares of any

money market mutual fund rated at least AA- or the equivalent thereof by S&P or at least Aa3 or the equivalent thereof by Moody’s at the time of the acquisition thereof, including, without

limitation, any such mutual fund managed or advised by any Lender or the Administrative Agent, and (vii) Dollars, Sterling, Alternative Currencies, Brazilian real, any national currency of any Approved Member State, and any local currencies in

which Company or any of its Subsidiaries transact business from time to time in the ordinary course of its business. In the case of Investments by any Foreign Subsidiary or Investments made in a country outside of the United States of America, Cash

Equivalents shall include (a) investments of the type and maturity described in clauses (i) through (vii) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have

ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (b) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in

investments analogous to the foregoing investments in clauses (i) through (vii) above and in this sentence.

“Cash Management Agreement” means any agreement to provide treasury or cash management services, including deposit

accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), letters of credit, funds transfer, automated clearinghouse, zero balance accounts, returned

check, concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services, cash pooling, netting or composite accounting arrangements between any one or more of Company and any of its Subsidiaries or

between any one or more of such entities and one or more banks or other financial institutions where any such entity maintains deposit accounts, commodities accounts and securities accounts, and other cash management services, and including any

Sidecar L/C Facility or the Sidecar Bank Guarantee Facility.

“CFC” means a “controlled foreign

corporation” within the meaning of Section 957 of the Code.

“CFC Holding Company” means (a) a Domestic

Subsidiary of the Company with no material assets other than Capital Stock in one or more (i) CFCs of the Company or (ii) other CFC Holding Companies or (b) a Domestic Subsidiary that is an entity disregarded for United States federal

income tax purposes that owns Capital Stock in one or more CFCs.

“Certificated Pledged Stock” has the meaning assigned

to that term in Section 6.11.

“Change in Law” means the occurrence, after the Closing Date,

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, (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority, (d) any change arising from the enactment or enforcement of the

Dodd-Frank Wall Street Reform and

Consumer Protection Act of 2010, as amended, or any rules, regulations, interpretations, guidelines or directives promulgated thereunder (“Dodd-Frank”) or (e) 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 or foreign regulatory authorities, in each case

pursuant to Basel III (“Basel”); provided that notwithstanding anything herein to the contrary, in regards to Dodd-Frank and Basel, all requests, rules, regulations, guidelines, interpretations, requirements and directives

thereunder or issued in connection therewith or in implementation thereof whether or not having the force of law shall be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means, after the Spin-Off Effective Date, any person or group

of persons (within the meaning of the Exchange Act) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under the Exchange Act) of more than 50% of the issued

and outstanding shares of Company’s Voting Securities.

“CIBOR” has the meaning assigned to that term in the

definition of “Eurocurrency Rate”.

“CIBOR Loan” means a Loan that bears interest at or by reference to

CIBOR and is denominated in Danish Krone.

“Closing Date” has the meaning assigned to that term in

Section 5.1. The Closing Date occurred on June 29, 2026.

“Code” means the Internal

Revenue Code of 1986, as from time to time amended, including the regulations promulgated thereunder, or any successor statute and the regulations promulgated thereunder.

“Co-Documentation Agents” means ING Bank N.V., Dublin Branch, KeyBank National

Association and TD Bank, N.A.

“Collateral” means all “Collateral” as defined in each of the Security

Documents (if applicable), and all other assets pledged pursuant to the Security Documents; provided, that notwithstanding anything to the contrary herein or in any Security Document or other Loan Document, in no event shall the term

“Collateral” include, and no Lien securing the Obligations shall attach to, any Excluded Assets.

“Collateral

Account” has the meaning assigned to that term in Section 4.4(a).

“Collateral

Agent” means Bank of America, N.A., acting as collateral agent for the benefit of the Secured Creditors pursuant to its appointment as the Collateral Agent in Section 11.1 or any other agent or subagent or trustee

acting for the benefit of the Secured Creditors with the consent of the Administrative Agent.

“Commitment” means, with

respect to each Lender, the aggregate of the Multicurrency Revolving Commitment, USD Revolving Commitment, and each Additional Facility Commitment, Replacement Revolving Commitment, Extended Revolving Commitment, and Extended Additional Facility

Commitment of such Lender and “Commitments” means such commitments of all of the Lenders collectively.

“Common Stock” means the common stock of Company, as of the Closing Date

par value $0.01.

“Company” has the meaning assigned to that term in the introduction to this Agreement.

“Comparable Revolving Facility” has the meaning assigned to that term in Section 2.9(c)(ii).

“Compliance Certificate” has the meaning assigned to that term in Section 7.2(a).

“Computation Date” has the meaning assigned to that term in Section 2.8(a).

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration,

adoption or implementation of any Benchmark Replacement for any applicable currency, any technical, administrative or operational changes (including changes to the definition of “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, the applicability and length of lookback periods, the applicability of Section 3.5 and other

technical, administrative or operational matters) that the Administrative Agent, in consultation with the Company, decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and 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 any such rate 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

sponsored by such Subsidiary;

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possible and in any event within 10 Business Days after such Borrower or any of its Subsidiaries knows or has reason to know that any of the following have occurred with respect to any Plan:

(i) such Plan has been terminated, reorganized, petitioned or declared insolvent under Title IV of ERISA,

(ii) the Plan Sponsor terminates such Plan,

(iii) a Multiemployer Plan has instituted proceedings under Section 515 of ERISA to collect a delinquent contribution to

such Multiemployer Plan or the PBGC has instituted proceedings under Section 4042 of ERISA to terminate a Plan,

(iv)

that a failure to satisfy the minimum funding standard has occurred or that an application has been made to the Secretary of the Treasury for a waiver of the minimum funding standard under Section 412 of the Code, or

(v) any Borrower or any Subsidiary of any Borrower that is a Credit Party has incurred any liability that would result in a

Material Adverse Effect under any employee welfare benefit plan (within the meaning of Section 3(1) of ERISA and subject to ERISA) that provides benefits to retired employees (other than as required by Section 601 et seq. of ERISA),

deliver, or cause such Subsidiary or an ERISA Affiliate to deliver, to the Administrative Agent a written notice thereof; and

(d) As soon as possible and in any event within 30 days after a Borrower or any of its Subsidiaries knows or has reason to know that any of

them has caused a complete withdrawal or partial withdrawal (within the meaning of Sections 4203 and 4205, respectively, of ERISA) from any Multiemployer Plan that would reasonably be expected to result in a Material Adverse Effect, deliver, or

cause such Subsidiary or an ERISA Affiliate to deliver, to the Administrative Agent a written notice thereof.

7.8 Foreign Pension Plan

Compliance. Cause each of its Subsidiaries and each member of the Controlled Group to maintain and operate all Foreign Pension Plans to comply in all material respects with all laws, regulations and rules applicable thereto and the respective

requirements of the governing documents for such Foreign Pension Plans, except for failures to comply which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

7.9 Maintenance of Property, Insurance.

(a) Commencing on the Spin-Off Effective Date, keep, and cause each of its Material Subsidiaries to

keep, all material tangible property (including, but not limited to, equipment) useful and necessary in its business in good working order and condition, normal wear and tear, condemnation and damage by casualty excepted, and subject to

Section 8.4, except where the failure to keep such condition (individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect; and

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(b) Commencing on the Spin-Off Effective Date,

maintain or cause to be maintained, and shall cause each of its Material Subsidiaries to maintain or cause to be maintained, with insurers that Company believes are reputable at the time the relevant coverage is placed or renewed, insurance with

respect to its material properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar

circumstances by such other Persons, except that a portion of such insurance program (not to exceed that which is customary in the case of companies engaged in the same or similar business or having similar properties similarly situated) may be

effected through self-insurance; provided adequate reserves therefor, in accordance with GAAP, are maintained. Subject to Section 7.14, each such policy of general liability, property or casualty insurance shall (i) in

the case of each general liability insurance policy, name the Collateral Agent, on behalf of the Secured Creditors, as an additional insured thereunder as its interests may appear and (ii) in the case of each property or casualty insurance

policy, contain a loss payable clause or endorsement that names the Collateral Agent, on behalf of the Secured Creditors, as the loss payee thereunder.

7.10 Environmental Laws.

(a) Comply with, and cause its Subsidiaries to comply with, and, in each case take reasonable steps to ensure compliance by all tenants and

subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and take reasonable steps to ensure that all tenants and subtenants obtain and comply in all material respects with and

maintain, any Environmental Permits except to the extent that failure to do so would not in the aggregate reasonably be expected to have a Material Adverse Effect; and

(b) Conduct and complete all Remedial Actions required under Environmental Laws and promptly comply in all material respects with all lawful

orders, directives and information requests of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith through appropriate means or except to the extent that such failure to do

so would not in the aggregate reasonably be expected to have a Material Adverse Effect.

7.11 Use of Proceeds. Use all

proceeds of the Loans as provided in Section 6.8 and Section 6.21(b).

7.12

Additional Security; Further Assurances.

(a) Additional Guarantors and Collateral.

(i) Subject to the other provisions of Section 7.12, Section 12.22, and the

Agreed Guaranty and Security Principles, cause each of Company’s Wholly-Owned Domestic Subsidiaries (in each case, other than Excluded Subsidiaries) that is or becomes an Other Borrower or a Material Subsidiary or ceases to be an Excluded

Subsidiary (with respect to such Wholly-Owned Domestic Subsidiaries that are Material Subsidiaries) to

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become a party to the Guaranty and the Security Agreement, in each case within 60 days (or within such longer period of time that the Collateral Agent may agree in its sole discretion) after the

date such Person becomes an Other Borrower or a Material Subsidiary or ceases to be an Excluded Subsidiary (or, if later, after the date Company obtains a direct or indirect ownership interest in such Other Borrower or Material Subsidiary).

(ii) Subject to the other provisions of Section 7.12, Section 12.22, and

the Agreed Guaranty and Security Principles, cause each Foreign Borrower (and, subject to the Agreed Guaranty and Security Principles, and solely to the extent constituting Collateral (and not an Excluded Asset) under a foreign-law governed Security Document, solely with respect to the Capital Stock of such Foreign Borrower, the parent company of such Foreign Borrower) to deliver or become a party to Security Documents in form and

substance reasonably satisfactory to the Collateral Agent and the Company within 120 days (or within such longer period of time that Collateral Agent may agree in its sole discretion) after the date such Person becomes a Foreign Borrower, subject,

in each case, to such limitations and exclusions from the Collateral granted by such Foreign Borrower and any perfection requirements as the Administrative Agent and the Company may agree.

(b) [Reserved].

(c)

Documentation for Additional Security. The security interests required to be granted pursuant to this Section 7.12 shall be granted pursuant to such security documentation (which shall, subject to the Agreed Guaranty

and Security Principles, be substantially similar to the Security Documents already executed and delivered in the applicable jurisdiction by the applicable Borrower or a Pledgor or otherwise reasonably satisfactory in form and substance to the

Administrative Agent and Company), shall constitute valid and enforceable perfected security interests (to the extent such concepts exist in the relevant jurisdiction) subject to no other Liens except Permitted Liens; provided that,

notwithstanding anything to the contrary in any Loan Document, each Security Document shall be limited to the extent necessary to comply with the Agreed Guaranty and Security Principles, including as required by limiting the maximum amount of the

Obligations guaranteed by such Person or secured under such Security Document. Subject to the grace periods set forth in the other provisions of this Section 7.12, the Additional Security Documents and other instruments

related thereto shall be duly recorded or filed in such manner and in such places and at such times as are required by law to establish, perfect, preserve and protect such security interest, in favor of the Collateral Agent for the benefit of the

Lenders, required to be granted pursuant to the Additional Security Document and, all other taxes and, in accordance with and to the extent required by Section 12.4, fees and other charges payable in connection therewith

shall be paid in full by the Company or any of its Subsidiaries. At the time of the execution and delivery of the Additional Security Documents, the applicable Credit Party shall cause to be delivered to the Administrative Agent such agreements,

opinions of counsel (which may, in the sole discretion of the Administrative Agent, be in-house counsel) and other related documents as may be reasonably requested by the Administrative Agent or the Required

Lenders to assure themselves that this Section 7.12 has been complied with.

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(d) Permitted Transactions. Notwithstanding anything to the contrary in this

Section 7.12 or otherwise in this Agreement or any other Loan Document:

(i) if, in connection

with any Permitted Transaction, Company or any Subsidiary would be required to comply with the terms of this Section 7.12, then (i) the time periods specified in this Section 7.12 applicable

to Domestic Subsidiaries that are subject to such Permitted Transaction or, if applicable, that own all or a portion of the Capital Stock of any Person subject to such Permitted Transaction shall, with respect to such Domestic Subsidiary and/or such

Capital Stock (as applicable), be extended to a period of 180 days (or such longer period of time that the Collateral Agent may agree in its sole discretion) after the date that such Permitted Transaction is completed, and (ii) the time periods

specified in this Section 7.12 applicable to Foreign Borrowers that are subject to such Permitted Transaction shall, with respect to such Foreign Borrower, be extended to a period of 270 days (or such longer period of time

that the Collateral Agent may agree in its sole discretion) after the date that such Permitted Transaction is completed; and

(ii) at no time shall any qualifying shares (or equivalent thereof) required to be owned by directors pursuant to any

Requirement of Law or the equivalent thereof be required to be pledged or to otherwise constitute Collateral under the Loan Documents.

7.13 End of Fiscal Years; Fiscal Quarters. Except as otherwise (x) required by any Requirement of Law or to qualify for any

exemption therefrom or (y) agreed between the Company and the Administrative Agent (and in the case of clauses (x) and (y), subject to such adjustments to this Agreement as the Company and the Administrative Agent shall reasonably agree

are necessary or appropriate in connection with such changes (and the parties hereto hereby authorize the Company and the Administrative Agent to make any such amendments to this Agreement as they jointly deem necessary or appropriate to give effect

to the foregoing)), cause Company’s annual accounting periods to end on or about December 31 of each year, or the Saturday closest to December 31 of each year.

7.14 Post-Closing Covenant. Company will take, or will cause each applicable Credit Party to take, the actions set forth in

Schedule 7.14 within the applicable periods set forth therein (or within such longer periods of time that the Administrative Agent may agree in its sole discretion).

ARTICLE VIII

NEGATIVE COVENANTS

Company hereby agrees, as to itself and its Subsidiaries, that, so long as any of the Commitments remain in effect or any Loan or LC

Contract, and (z) Letters of Credit to the extent cash collateralized, or subject to a back-to-back letter of credit or other arrangement, in each case in form and

substance reasonably acceptable to the Issuing Bank for such Letter of Credit) is owing to any Lender or the Administrative Agent hereunder:

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8.1 Liens. Company will not, nor will it permit any of its Subsidiaries to, create,

incur, assume or suffer to exist any Lien in, upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, except for the following Liens (herein referred to as “Permitted Liens”):

(a) (i) Liens created by the Loan Documents or otherwise securing the Obligations, (ii) Liens on cash, Cash Equivalents or deposits

granted in favor of the Administrative Agent, the Collateral Agent, any Swing Line Lender or Issuing Bank to Cash Collateralize any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, (iii) Liens on cash, cash

deposits or other credit support securing Swap Contracts; provided that such cash, cash deposits or other credit support securing Swap Contracts shall not exceed in the aggregate at any time the greater of (x) the Dollar Equivalent of

$40,000,000 and (y) 2.0% of the Company’s Consolidated Assets (measured as of the most recently completed Fiscal Quarter of Company for which financial statements have been delivered to

the Administrative Agent pursuant to Section 7.1), (iv) Liens on cash, cash deposits or other credit support securing Swap Contracts entered into on behalf of any customer of Company or a Subsidiary, (v) Liens in

respect of any Sidecar L/C Facility and (vi) Liens in respect of the Sidecar Bank Guarantee Facility.

(b) Customary Permitted Liens;

Spin-Off Effective Date (after giving effect to the Spin-Off Transactions) and Liens in connection with any Permitted Refinancing Indebtedness in respect of the

obligations secured by any of the foregoing Liens or, to the extent such obligations do not constitute Indebtedness, any replacements or substitutions of any other such obligations in respect thereof;

(d) Liens on any property securing (i) Capitalized Lease Obligations permitted under Section 8.2(f)(ii) and

(ii) (A) Indebtedness permitted to be incurred or assumed pursuant to Section 8.2(f)(i) or assumed for the purpose of financing (or financing all or part of the purchase price within 270 days after

the respective purchase of assets) all or any part of the design, acquisition, development, construction, installation, repair, improvement cost or the lease of such property (including Liens to which any property is subject at the time of

acquisition thereof by Company or any of its Subsidiaries) or (B) any Permitted Refinancing Indebtedness in respect thereof; provided that:

(1) in the case of clauses (i) and (ii), any such Lien does not extend to any other property (other than accessions and

additions of such property, and products and proceeds of such property, and other than pursuant to customary cross-collateralization provisions with respect to other property of a Credit Party or Subsidiary that also secures Indebtedness owed to the

same financing party or its Affiliates);

(2) in the case of clause (ii), such Lien either exists on the Closing

Date, on the Spin-Off Effective Date (after giving effect to the Spin-Off Transactions), on the date that the Person owning such property becomes a Subsidiary, or is

created in connection with the design, acquisition, construction, development, installation, repair, lease or improvement of such property as permitted by this Agreement, or in connection with any extensions, renewals, refinancings, refundings and

replacements of any such Indebtedness or Capitalized Lease Obligations; and

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(3) in the case of clauses (i) and

(ii), the principal amount of the Indebtedness secured by any such Lien, (or the principal amount of the Capitalized Lease Obligations with respect to any Capitalized Lease) does not exceed 100% of the fair market value of such assets at the

time of incurrence of such Indebtedness (for the purpose of the calculation in this clause (3), including the fair market value of all of the assets subject to customary cross-collateralization provisions (measured at the

time the Capitalized Lease in respect of such assets was originally incurred) that also secure Indebtedness owed to the same financing party or its Affiliates);

(e) Liens on any property or assets of any Person existing at the time such assets are acquired or such Person becomes a Subsidiary or is

merged, amalgamated or consolidated with or into a Subsidiary (plus any modifications, refinancing, refundings, renewals, replacements and extensions of any such Liens) and, in each case, not created in contemplation of or in connection with such

event; provided that (x) the property covered thereby is not changed in category or scope after such acquisition or after such Person becoming a Subsidiary and (y) the Indebtedness secured thereby is permitted to be incurred

pursuant to Section 8.2(g);

(f) any Lien arising out of the replacement, refinancing, refunding, extension, or

renewal of any Indebtedness secured by any Lien permitted by clauses (c), (d), (e), (g) and (h) of this Section; provided that such Indebtedness is not increased (other than by the amount of accrued interest and premiums and all

fees, expenses, penalties (including prepayment penalties) incurred in connection therewith) and collateral security provided therefor is not expanded;

(g) Liens on Receivables Facility Assets incurred in accordance with the terms of the Receivables Documents pursuant to a Permitted Accounts

Receivable Securitization and Liens in connection with the sales and other transfers of Receivables permitted pursuant to Section 8.4(d);

(h) Liens incurred in connection with Sale and Leaseback Transactions permitted under Section 8.9;

(i) Liens in respect of Indebtedness permitted under Section 8.2(p) to the extent such Lien exists at the time of

redesignation of the applicable Person and to the extent such Liens would comply with clauses (x) and (y) of the proviso at Section 8.1(e);

(j) Liens incurred in connection with bank guarantees or letters of credit permitted under Section 8.2(q);

provided that such Liens shall not attach to any assets that constitute Collateral;

(k) Liens securing payments of obligations

that are not Indebtedness under leases entered into in the ordinary course of business;

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(l) additional Liens incurred by Company and its Subsidiaries so long as, without

duplication, the Dollar Equivalent of the aggregate outstanding principal amount of Indebtedness (including any refinancings of such Indebtedness) and other obligations secured thereby do not exceed the greater of (x) $85,000,000 and

(y) 7.5% of Company’s Consolidated Tangible Assets (measured as of the most recently completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative Agent pursuant to

Section 7.1 (or Section 5.1(n) if financial statements have not been delivered pursuant to Section 7.1); provided that no Unmatured Event of Default or Event of

Default shall be deemed to have occurred if such aggregate outstanding principal amount of such Indebtedness and other obligations shall at a later time exceed the greater of (x) $85,000,000 and (y) 7.5% of Company’s Consolidated Tangible

Assets so long as, at the time of the creation, incurrence, assumption or initial existence thereof, such Indebtedness and other obligations were permitted to be incurred);

(m) Liens created on (i) Capital Stock of Company that is held by Company as treasury stock, (ii) Capital Stock of a Person acquired

in a Permitted Acquisition or similar Investment constituting Margin Stock and (iii) Liens on Capital Stock in a joint venture owned by Company or any of its Subsidiaries securing joint venture obligations of such joint venture;

(n) Liens in favor of Company or any of its Subsidiaries (provided that to the extent such Lien is granted by a Credit Party in favor

of a Subsidiary that is not a Credit Party, the amount of Indebtedness secured by such Lien cannot exceed the amount permitted as an Investment under Section 8.7);

(o) (i) Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods

in the ordinary course of business and other similar liens arising in the ordinary course of business, (ii) Liens of sellers of goods to Company or any of its Subsidiaries arising under Article 2 of the UCC or similar provisions of

applicable law in the ordinary course of business and (iii) to the extent, if any, constituting a Lien, Liens consisting of an agreement to sell, transfer, convey, lease or otherwise dispose of any asset or property or any negative pledge on or

with respect to such asset or property in favor of the buyer thereof;

(p) Liens to secure financing of insurance premiums permitted under

Section 8.2(y);

(q) on and prior to the Spin-Off Effective Date, Liens

granted pursuant to the “Loan Documents” as defined in the Middleby Credit Agreement;

(r) [reserved];

(s) Liens, pursuant to one or more cash collateral arrangements, escrow arrangements or other funding arrangements pursuant to which funds

will be segregated to pay all or any portion of the purchase price of any acquisition (or to secure or otherwise support the obligation to pay such purchase price), on such cash collateral arrangements, escrow arrangements and other funding

arrangements, and any Cash, Cash Equivalents, and deposit accounts and securities accounts, in each case containing internally generated cash flow of Company and its Subsidiaries and/or the proceeds of (i) any sale or other disposition of

assets, (ii) any issuance of Capital Stock or (iii) any issuance or incurrence of any Indebtedness permitted under this Agreement (including, for the avoidance of doubt, any Loans made or Letters of Credit issued hereunder) plus an

amount equal to interest that would accrue on such Indebtedness for a period not to exceed eighteen months after the date of issuance of such Indebtedness plus fees and expenses in connection therewith;

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(t) Liens on trusts, escrow arrangements and other funding arrangements, and any Cash, Cash

Equivalents, deposit accounts, securities accounts and trust accounts, in each case in connection with the defeasance (whether by covenant or legal defeasance), satisfaction and discharge, redemption of, or obligation to cash collateralize (as

applicable), Indebtedness permitted pursuant to Sections 8.2(d), (g), (m), (o), (q), (x), (aa), or (bb);

(u) Liens granted in respect of additional assets of Company’s Foreign Subsidiaries required or approved by the trustees of the

applicable Foreign Pension Plan; provided that the fair market value of such assets at the time such Liens are granted shall not in the aggregate exceed the greater of (x) $40,000,000 and (y) 2.0% of the Company’s Consolidated

Assets (measured as of the most recently completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative Agent pursuant to Section 7.1);

(v) Liens in favor of the United States or any state or municipality thereof, or in favor of any other country or political subdivision

thereof, to secure certain payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price, or, in the case of real property, the cost of construction, of the

assets subject to such Liens, including, without limitation, Liens incurred in connection with pollution control or Tax Incentive Programs;

(w) Liens in respect of Indebtedness permitted under Section 8.2(bb) but only to the extent that at the time such

Indebtedness is incurred, and immediately after giving effect to such incurrence thereof on a Pro Forma Basis, the Secured Net Leverage Ratio shall not exceed 3.0 to 1.0; provided that such Liens are expressly subordinated to the Liens on the

Collateral securing the Obligations of the Credit Parties pursuant to intercreditor arrangements reasonably acceptable to the Administrative Agent; and

(x) Liens in respect of Indebtedness permitted under Section 8.2(dd) (other than with respect to Indebtedness

incurred under such Section pursuant to clause (z)(ii) of the definition of Additional Facility Limit); provided that such Liens are subject to intercreditor arrangements reasonably acceptable to the Administrative

Agent.

Notwithstanding anything herein to the contrary, no Event of Default or Unmatured Event of Default shall be deemed to have

occurred if the value of assets secured by a Lien created, incurred, assumed or existing under this Section 8.1 in reliance on a percentage of Company’s Consolidated Assets shall at a later time exceed such percentage

of Company’s Consolidated Assets so long as, at the time of the creation, incurrence, assumption or initial existence thereof, such Lien was permitted hereunder.

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For purposes of determining compliance with this Section 8.1, in

the event that a Lien meets the criteria of more than one of the categories described above or in any definition referred to therein, Company, in its sole discretion, will be permitted to classify such Lien on the date of its incurrence, or later

reclassify such Lien, in any manner that complies with this Section 8.1, so long as such Lien (or any portion thereof) is permitted to exist or otherwise be created, incurred or assumed pursuant to this

Section 8.1 at the time of reclassification. Notwithstanding the foregoing, Liens created, incurred or assumed (a) under the Loan Documents or otherwise securing the Obligations shall only be classified as incurred

under Section 8.1(a)(i) and Section 8.1(a)(ii), (b) pursuant to Section 8.1(c) on the Closing Date shall only be classified as incurred under

Section 8.1(c) and (c) pursuant to Section 8.1(u)(i) on the Closing Date shall only be classified as incurred under Section 8.1(u)(i).

8.2 Indebtedness. Company will not, nor will it permit any of its Subsidiaries to, incur, create, assume directly or indirectly, or

suffer to exist any Indebtedness except:

(a) Indebtedness incurred pursuant to this Agreement and the other Loan Documents or otherwise

evidencing any of the Obligations, including, without limitation, Obligations in respect of any Sidecar L/C Facility and the Sidecar Bank Guarantee Facility, Obligations incurred under Additional Facilities created pursuant to

Section 2.9, and Obligations incurred pursuant to Section 2.12 and Section 2.13 and any extension of the Obligations pursuant to Section 2.14;

(b) (i) Receivables Facility Attributable Debt incurred in connection with Permitted Accounts Receivable Securitizations and in

connection with sales permitted pursuant to Section 8.4(d)(ii) and Receivables Factoring Facilities; provided that the amount of such Indebtedness, shall not exceed in the aggregate at any time outstanding the

greater of (x) $200,000,000 and (y) 10.0% of the Consolidated Assets of Company (measured as of the most recently completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative Agent pursuant

to Section 7.1 (or Section 5.1(n) if financial statements have not been delivered pursuant to Section 7.1)); and (ii) Indebtedness incurred pursuant to Uncommitted

Short Term Lines of Credit, the principal amount of such Indebtedness not to exceed in the aggregate at any time outstanding the greater of (x) the Dollar Equivalent of €70,000,000 and (y) 3.0% of the Company’s Consolidated

Assets (measured as of the most recently completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative Agent pursuant to Section 7.1);

(d)

Indebtedness of Company in an aggregate principal amount at any time outstanding not to exceed the greater of (i) $40,000,000 and (ii) 2.0% of the Company’s Consolidated Assets (measured as of the most recently completed Fiscal Quarter of

Company for which financial statements have been delivered to the Administrative Agent pursuant to Section 7.1 (or Section 5.1(n) if financial statements have not been delivered pursuant to

Section 7.1)) in the form of Disqualified Capital Stock and, in each case for this Section 8.2(d), any replacement, renewal, refinancing, extension, defeasance, restructuring, refunding, repayment,

amendment, restatement, supplementation, modification or exchange of such Indebtedness that satisfies the provisions of this Section 8.2(d);

(e) Indebtedness under Swap Contracts not entered into for speculative purposes;

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(f) (i) Indebtedness incurred to finance the design, development, acquisition,

construction, installation, repair, lease, or improvement of any property (or Indebtedness to finance the design, development, acquisition, construction, installation, lease, repairs, additions or improvements to property (real or personal) whether

through the direct purchase or lease of such assets or through the purchase of equity interests in a Person owning such assets), including tax retention and other synthetic lease obligations and purchase money obligations and any replacement,

renewal, refinancing, extension, exchange, defeasance, restructuring, refunding, repayment, amendment, restatement, or supplementation of any of the foregoing; provided that any such Indebtedness shall be secured only by the property

acquired, developed, constructed, repaired, designed, improved, leased or subject to such design or installation in connection with the incurrence of such Indebtedness and any proceeds and products thereof; provided, further, that the

Dollar Equivalent of the aggregate outstanding principal amount of such Indebtedness together with the Dollar Equivalent of Indebtedness permitted to be outstanding pursuant to Section 8.2(g) and (l) shall not

exceed an aggregate of 20% of Company’s Consolidated Tangible Assets (measured as of the most recently completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative Agent pursuant to

Section 7.1 (or Section 5.1(n) if financial statements have not been delivered pursuant to Section 7.1); provided that no Unmatured Event of Default or Event of

Default shall be deemed to have occurred if such aggregate outstanding principal amount of such Indebtedness or other obligations shall at a later time exceed 20% of Company’s Consolidated Tangible Assets so long as, at the time of the

creation, incurrence, assumption or initial existence thereof, such Indebtedness or other obligation was permitted to be incurred); and (ii) Indebtedness in respect of Capitalized Lease Obligations and any replacement, renewal, refinancing,

extension, exchange, defeasance, restructuring, refunding, repayment, amendment, restatement, or supplementation thereof;

(g)

Indebtedness of any Subsidiary of Company assumed in connection with a Permitted Acquisition so long as such Indebtedness was not issued or created in contemplation of such acquisition and any Permitted Refinancing Indebtedness in respect thereof;

provided that in the case of any such assumed Indebtedness of a Foreign Subsidiary of Company, the aggregate outstanding principal amount of all such Indebtedness of all such Foreign Subsidiaries and/or one or more of its or their Foreign

Subsidiaries and any Permitted Refinancing Indebtedness in respect thereof shall not at any time together with the Dollar Equivalent of Indebtedness permitted to be outstanding pursuant to Section 8.2(f) and

(l) exceed an aggregate of 20% of Company’s Consolidated Tangible Assets at such time (measured as of the most recently completed Fiscal Quarter of Company for which financial statements have been delivered pursuant to

Section 7.1 (or Section 5.1(n) if financial statements have not been delivered pursuant to Section 7.1)); provided that no Unmatured Event of Default or Event of

creation, incurrence, assumption or initial existence thereof, such Indebtedness or other obligation was permitted to be incurred;

(h)

Indebtedness under Permitted Call Spread Transactions;

(i) Indebtedness of Company or any of its Subsidiaries consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business;

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(j) Intercompany Indebtedness to the extent permitted by

Section 8.7; provided, however, that, other than in connection with a Permitted Transaction, in the event of any subsequent issuance or transfer of any Capital Stock which results in the holder of such

Indebtedness ceasing to be a Subsidiary or any subsequent transfer of such Indebtedness (other than to Company or any of its Subsidiaries) such Indebtedness shall be required to be permitted under another clause of this

Section 8.2; provided, further, however, that in the case of Intercompany Indebtedness consisting of a loan or advance to a Borrower, each such loan or advance shall be subordinated to the payment in

full of all of such Borrower’s Obligations (other than any (x) contingent indemnification obligations with respect to which no claim has been made, (y) Obligations under any Cash Management Agreement or Swap Contract, and

(z) Letters of Credit to the extent cash collateralized, or subject to a back-to-back letter of credit or other arrangement, in each case in form and substance

reasonably acceptable to the Issuing Bank for such Letter of Credit) on terms substantially consistent with those set forth on Exhibit 8.2(j) hereto or such other terms as the Company and the Administrative Agent shall

mutually agree;

(k) Indebtedness constituting Permitted Guarantee Obligations;

(l) Indebtedness in respect of Sale and Leaseback Transactions permitted under Section 8.9;

(m) Indebtedness in respect of obligations secured by Customary Permitted Liens or supported by a Letter of Credit or a bank guarantee; or a

letter of credit or bank guarantee (and reimbursement obligations in connection with such letter of credit or bank guarantee) secured by Customary Permitted Liens;

(n) Guarantee Obligations incurred by Company or any Subsidiary of obligations of any employee, officer or director of Company or any such

Subsidiary in respect of loans made to such employee, officer or director in connection with such Person’s acquisition of Capital Stock, phantom stock rights, capital appreciation rights or similar equity like interests in Company or any such

Subsidiary in an aggregate principal amount not to exceed $5,000,000 outstanding at any one time;

(o) [Reserved];

(p) Indebtedness (i) incurred as a result of a redesignation pursuant to Section 12.23; provided that

after giving effect to the incurrence of the Indebtedness (and any other Indebtedness incurred since the last day of the immediately preceding Test Period) on a Pro Forma Basis (but tested as if the applicable ratio were the ratio for the next

succeeding Test Period) Company and its Subsidiaries would be in compliance with Section 9.1 and (ii) any Permitted Refinancing Indebtedness in respect thereof;

(q) Indebtedness in respect of bank guarantees and letters of credit issued for the account of Company or any of its Subsidiaries (and

reimbursement obligations in connection with the foregoing), so long as the sum of (without duplication as to the items set forth in the following clauses (i) and (ii)): (i) the aggregate undrawn face amount thereof, and (ii) any

unreimbursed obligations in respect thereof, does not exceed at any time 5.0% of the Company’s Consolidated EBITDA (measured as of the most recently completed Fiscal Quarter of Company

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for which financial statements have been delivered to the Administrative Agent pursuant to Section 7.1); provided that no Event of Default or Unmatured Event of

Default shall be deemed to have occurred if the aggregate principal amount of Indebtedness created, incurred, assumed or existing under this clause (q) based on a percentage of Company’s Consolidated EBITDA shall at a

later time exceed such percentage of Company’s Consolidated EBITDA so long as, at the time of the creation, incurrence, assumption or initial existence thereof, such Indebtedness was permitted hereunder;

(r) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal, bid, payment (other than

payment of Indebtedness) or similar obligations (including any bonds or letters of credit issued with respect thereto or otherwise supporting any of the foregoing, and all guaranties, reimbursement and indemnity agreements entered into in connection

therewith) incurred in the ordinary course of business;

(s) Indebtedness in respect of Cash Management Agreements, and other treasury,

depositary and cash management services, automated clearinghouse transfer of funds, pooling account arrangements, netting services, overdraft protections, set-off, revocation, refunds and chargebacks, and

otherwise in connection with deposit accounts, commodities accounts and securities accounts;

(t) Indebtedness of Company or any of its

Subsidiaries in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory

obligations, bankers’ acceptances and performance, appeal or surety bonds in the ordinary course of business that do not give rise to an Event of Default and obligations with respect to letters of credit supporting any of the foregoing;

(u) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against

insufficient funds; provided that such Indebtedness is covered by Company or any of its Subsidiaries within 10 Business Days;

(v)

Indebtedness incurred by any joint venture or similar arrangement in an aggregate principal amount not to exceed at any time outstanding the greater of (i) the Dollar Equivalent of $40,000,000 and (ii) 2.0% of the Company’s

Consolidated Assets (measured as of the most recently completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative Agent pursuant to Section 7.1 (or

Section 5.1(n) if financial statements have not been delivered pursuant to Section 7.1));

(w) Indebtedness arising from agreements of Company or a Subsidiary providing for indemnification, adjustment of purchase price, earnout or

similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary;

(x)

Indebtedness existing on the Closing Date or the Spin-Off Effective Date and disclosed on the Form 10 or listed on Schedule 8.2 and any Permitted Refinancing Indebtedness in

respect thereof;

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(y) Indebtedness arising from financing insurance premiums in the ordinary course of

business;

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

course of collection;

(aa) Indebtedness (including any Permitted Refinancing Indebtedness of such Indebtedness) incurred by Company or

any Subsidiary in addition to that referred to elsewhere in this Section 8.2 in an aggregate principal amount not to exceed in the aggregate at any time outstanding the greater of (i) the Dollar Equivalent of

$100,000,000 and (ii) 5.0% of the Company’s Consolidated Assets (measured as of the most recently completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative Agent pursuant to

Section 7.1 (or Section 5.1(n) if financial statements have not been delivered pursuant to Section 7.1));

(bb) Indebtedness (including any Permitted Refinancing Indebtedness of such Indebtedness) incurred by Company or any other Subsidiary;

provided that (1) the covenants, defaults and similar non-economic provisions applicable to such Indebtedness are either (A), taken as a whole, not materially less favorable to the obligor thereon

or the Lenders than the provisions contained in this Agreement or (B) on customary market terms for Indebtedness of such type and so long as Company has determined in good faith that such covenants, defaults and similar non-economic provisions, taken as a whole, would not reasonably be expected to impair in any material respect the ability of the Credit Parties to perform their obligations under the Loan Documents and, in either

case, do not contravene in any material respect the provisions of this Agreement, it being understood and agreed that Company may, at its option, deliver a certificate to the Administrative Agent certifying that the requirements of either

clause (A) or (B) of this clause (1) have been satisfied at least 5 Business Days prior to the incurrence of such Indebtedness, and such certification shall be conclusive evidence that such requirements have been satisfied unless the

Administrative Agent provides notice to Company of its objection during such 5 Business Day period (including a reasonable description of the basis upon which it objects), (2) if such Indebtedness is secured by junior Liens pursuant to

Section 8.1(w), the scheduled maturity date of such Indebtedness shall not be earlier than, nor shall any amortization commence, prior to the date that is 91 days after the latest Term Maturity Date in effect at the time

such Indebtedness is incurred and (3) immediately after giving effect to such incurrence thereof on a Pro Forma Basis, the Net Leverage Ratio shall not exceed 4.75 to 1.00; provided, further, that, the aggregate outstanding

principal amount of Indebtedness incurred under this clause (bb) by Subsidiaries of the Company that are not Credit Parties shall not exceed $50,000,000 to the Administrative Agent provided, further, that upon

the reasonable request of the Administrative Agent, to the extent such Indebtedness in unsecured, if requested by the Administrative Agent, it shall be subject to intercreditor arrangements reasonably acceptable to the Administrative Agent;

(cc) to the extent constituting Indebtedness, obligations arising from Tax Incentive Programs and other similar arrangements with Governmental

Authorities and credit support (including, without limitation, letters of credit) provided in connection therewith;

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(dd) (i) Indebtedness in respect of (a) one or more series of notes issued by the

Company or any Subsidiary that are secured by Liens on the Collateral ranking pari passu or junior with the Liens securing the Obligations, unsecured or subordinated, in each case, issued in a public offering, Rule 144A or other private

placement in lieu of the foregoing, and (b) loans made to the Company or any Subsidiary that are secured by Liens on the Collateral ranking pari passu or junior with the Liens securing the Obligations, unsecured or subordinated (any such

Indebtedness under clauses (i) and (ii), “Incremental Equivalent Debt”); provided that, (x) on the earlier of the date that such Indebtedness is incurred and the date that the commitments therefor are established,

the aggregate principal amount of all Incremental Equivalent Debt (together with the aggregate principal amount of all Additional Facilities) shall not exceed the Additional Facility Limit at such time and (y) in the case of Incremental

Equivalent Debt that is secured, such Incremental Equivalent Debt shall be subject to intercreditor arrangements reasonably acceptable to the Administrative Agent; provided further that the incurrence of such Indebtedness shall be

subject to Section 2.9, as if such Incremental Equivalent Debt constituted an Additional Facility, but without regard to clause (b) or (c), mutatis mutandis for the type of Indebtedness being incurred under this

clause (dd), and without regard to any requirements that such Indebtedness be documented under any of the Loan Documents, and such Incremental Equivalent Debt may take the form of and constitute Permitted Inside Maturity

Debt, and (ii) any Permitted Refinancing Indebtedness in respect thereof; and

(ee) on and prior to the Spin-Off Effective Date, Indebtedness under, or otherwise permitted by, the “Loan Documents” as defined in the Middleby Credit Agreement.

For purposes of determining compliance with this Section 8.2, in the event that an item of proposed Indebtedness

meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (a) through (dd) above, Company, in its sole discretion, will be permitted to classify such item of Indebtedness on the

date of its incurrence, creation or assumption, or later reclassify such item of Indebtedness, in any manner that complies with this Section 8.2, so long as such Indebtedness (or any portion thereof) is permitted to be

incurred, created or assumed pursuant to such provision at the time of reclassification. Notwithstanding the foregoing, Indebtedness incurred, created or assumed (a) under the Loan Documents (including in respect of any Additional Facility, any

Replacement Revolving Commitments, Replacement Revolving Loans, and any Replacement Term Loans and any other Obligations incurred, created or assumed under Sections 2.9, 2.12 and 2.13 (and any extension

thereof pursuant to Section 2.14)) shall only be classified as incurred under Section 8.2(a) and (b) pursuant to Schedule 8.2 of the Credit Agreement and any

Permitted Refinancing Indebtedness in respect thereof shall only be classified as incurred, created or assumed under clause (x).

Notwithstanding anything herein to the contrary, no Event of Default or Unmatured Event of Default shall be deemed to have occurred if the

aggregate principal amount of Indebtedness created, incurred, assumed or existing under this Section 8.2 based on a percentage of Company’s Consolidated Assets shall at a later time exceed such percentage of

Company’s Consolidated Assets so long as, at the time of the creation, incurrence, assumption or initial existence thereof, such Indebtedness was permitted hereunder.

Notwithstanding anything herein to the contrary, the accrual of interest, the accretion or amortization of original issue discount, the

payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not

be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of this Section 8.2.

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8.3 Fundamental Changes. Subject to the last sentence of this

Section 8.3, no Borrower will, nor will it permit any of its Material 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, except (w) in connection with the Spin-Off Transactions or a Permitted Transaction, (x) that any Subsidiary (other than a Receivables Subsidiary) (i) may merge into, amalgamate or

consolidate with Company in a transaction in which Company is the surviving corporation, (ii) may merge into, amalgamate or consolidate with any Credit Party in a transaction in which the surviving entity is, or simultaneously with or promptly

following such merger becomes, a Credit Party, (iii) that is not a Credit Party may merge into, amalgamate or consolidate with any Subsidiary that is not a Credit Party or any Person that becomes a Credit Party simultaneously with or promptly

following such merger, amalgamation or consolidation, (iv) may merge into, amalgamate or consolidate with any other Person that in accordance with the terms hereof becomes a Credit Party in connection with a Permitted Acquisition;

provided that if such Subsidiary is a Material Subsidiary the surviving entity shall be a Material Subsidiary; provided, further, that if any Person acquired in a Permitted Acquisition is not a Wholly-Owned Subsidiary, it shall

not be required to be a Credit Party, (v) that is a Borrower, may merge into, amalgamate or consolidate with any other Borrower (or a Person that becomes a Borrower in connection with such transaction pursuant to

Section 2.15) if (a) the aggregate amount of the Revolving Loans of the surviving Borrower will not exceed such Borrower’s Multicurrency Revolver Sublimit or USD Revolver Sublimit, as applicable (after giving

effect to any amendments, modifications or supplements to such sublimit prior to or in connection with such transaction), (b) Company reasonably determines that such merger, amalgamation or consolidation would not be materially adverse to the

Lenders, (c) unless such obligations are assumed by the surviving company by operation of law, the surviving company shall expressly assume all the obligations of such other Borrower under this Agreement and the other Loan Documents to which

such other Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and (d) each such Borrower is organized, in the case of U.S. Credit Parties, in any state of the United States

or the District of Columbia or, in the case of any other Credit Party, in the same jurisdiction, (vi) that is a Borrower that has paid in full (other than contingent indemnification obligations not then due) all Loans made to it hereunder may

merge into, amalgamate or consolidate with any Subsidiary of Company or liquidate or dissolve if Company determines in good faith that such merger, amalgamation, consolidation, liquidation or dissolution is in the best interests of Company and is

not materially adverse to the Lenders, (vii) may liquidate or dissolve; provided that (a) such liquidation or dissolution would not reasonably be expected to have a Material Adverse Effect and (b) such Subsidiary, if it is a

Borrower, shall have either paid in full (other than contingent indemnification obligations not then due) all Loans made to it hereunder or made arrangements for another Borrower or another Subsidiary that becomes a Credit Party to expressly assume

all the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent (and such assuming Person

that becomes a Credit Party shall, if the dissolving or liquidating Person is a U.S. Credit Party, be organized in any state of the United States or the District of Columbia or, if the dissolving or liquidating Person is not a U.S. Credit Party, in

the same jurisdiction as such dissolving or liquidating Person), (y) [reserved] and (z) any

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Subsidiary may merge into, amalgamate or consolidate into another Person in connection with the consummation of a transaction permitted by Section 8.4. Other than in

connection with one or more transactions consummated as part of a Permitted Transaction where such transaction involves a merger or consolidation between an Unrestricted Entity and any Credit Party (excluding Company or any Borrower under a Term

Facility unless Company or such Borrower would survive such transaction) or any other Subsidiary, no Unrestricted Entity shall enter into any merger or consolidation into or with Company, any Credit Party or any Subsidiary except that an

Unrestricted Entity may (1) merge or consolidate with Company, any Credit Party or any Subsidiary in a transaction in which the surviving entity is Company, such Credit Party or such Subsidiary, (2) merge or consolidate with a Credit Party

(other than Company or any Borrower of a Term Facility) or any Subsidiary in a transaction in which such Unrestricted Entity is the surviving entity if such Unrestricted Entity ceases to be an Unrestricted Entity substantially concurrently with such

merger or consolidation and, to the extent the merger or consolidation of such Unrestricted Entity is with an Other Borrower, (A) unless such obligations are assumed by the surviving company by operation of law, such surviving company shall

expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which the such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent,

(B) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the surviving company’s obligations under the Loan Documents or (C) such Person shall comply with

the requirements of Section 7.12 substantially concurrently with such merger or consolidation (for this purpose only, without giving effect to the grace periods for delivery of a guaranty or security provided for therein).

Notwithstanding anything herein to the contrary, a Permitted Specified Transaction JV or a joint venture may merge, amalgamate or consolidate with Company or any Subsidiary in a transaction that is a Permitted Acquisition so long as, in the case of

such transaction involving a Permitted Specified Transaction JV, the Permitted Specified Transaction Conditions are satisfied.

8.4

Asset Sales. Company will not, nor will it permit any of its Subsidiaries to, convey, sell, lease or otherwise dispose of all or any part of their property or assets, or enter into any Sale and Leaseback Transaction, except that:

(a) Company and its Subsidiaries may sell, contribute and make other transfers of Receivables Facility Assets pursuant to the Receivables

Documents under a Permitted Accounts Receivable Securitization or pursuant to a Receivables Factoring Facility or similar Receivables financing arrangement;

(b) Company and its Subsidiaries may lease, including subleases and assignments of leases and subleases, real or personal property in the

ordinary course of business, including in connection with Tax Incentive Programs;

equipment in the ordinary course of business;

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(d) (i) Company and its Subsidiaries may sell or discount, in each case without

recourse (except (A) for customary representations, warranties, covenants and indemnities made in connection therewith, or (B) as is otherwise customary (as determined by Company in good faith) for similar transactions in the applicable

jurisdictions)) and in the ordinary course of business, any Receivables arising in the ordinary course of business (x) which are overdue, or (y) which Company or Subsidiary may reasonably determine are difficult to collect but only in

connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of Receivables) and (ii) Company and its Subsidiaries may sell, discount, contribute or otherwise

transfer, including, without limitation, pursuant to financing arrangements (including, without limitation, pursuant to any supply chain or similar arrangements), in each case without recourse (except (A) for customary representations,

warranties, covenants and indemnities made in connection therewith, or (B) as is otherwise customary (as determined by Company in good faith) for similar transactions in the applicable jurisdictions)), any Receivables arising in the ordinary

course of business; provided that (x) such sale, discount, contribution or other transfer does not otherwise meet the requirements set forth in Section 8.4(a) and (y) all Receivables Facility Attributable

Debt shall not exceed the amount set forth in Section 8.2(b)(i);

(e) Company or any Subsidiary may make an

Asset Disposition to Company or any Subsidiary (other than a Receivables Subsidiary);

(f) Company and its Subsidiaries may enter into

consignment arrangements (as consignor or as consignee) or similar arrangements for the sale of goods in the ordinary course of business;

(g) Company and its Subsidiaries may make Investments permitted pursuant to Section 8.7 and sell Investments

referred to in clauses (a), (d) and (i) of Section 8.7;

(h) Company and its Subsidiaries may (y) enter into licenses or sublicenses of (or other grants of rights to use) software, patents,

copyrights, trademarks and other intellectual property rights and general intangibles (i) which do not interfere, in any material respect, with the conduct of the business of Company and its Subsidiaries, taken as a whole, or (ii) between

or among Company and its Subsidiaries (or between or among Company’s Subsidiaries); and (z) abandon, allow to lapse or dispose of intellectual property or other proprietary rights of such Person that, in the reasonable business judgment

of such Person, is no longer economically practical to maintain or useful in any material respect in the conduct of the business of Company and its Subsidiaries, taken as a whole;

(i) Company and its Subsidiaries may enter into Sale and Leaseback Transactions permitted under Section 8.9;

(j) Company and its Subsidiaries may make Restricted Payments permitted pursuant to Section 8.5;

(k) Company and its Subsidiaries may make dispositions in the ordinary course of business of equipment and other tangible personal property

that is obsolete, uneconomical, worn-out, unmerchantable, unsaleable, replaced, retired, surplus, excess or no longer useful in Company’s and its Subsidiaries’ business;

(l) Company and its Subsidiaries may make dispositions of owned or leased vehicles in the ordinary course of business;

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(m) Company and its Subsidiaries may make 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, any property or asset of any Credit Party or any of its Subsidiaries;

(n) Company and its Subsidiaries may surrender or waive contractual rights or settle, release or surrender any contract, tort or litigation

claim in the ordinary course of business;

(o) Company may sell, transfer, convey or otherwise dispose of, directly or indirectly,

(i) all or part of the Permitted Specified Line of Business (including all or part of the Capital Stock of any Permitted Specified Transaction JV) in one or more transactions; provided that the Permitted Specified Transaction Conditions

have been satisfied, and (ii) all or part of any other Investment in a joint venture in one or more transactions 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; provided that at the time of consummation of each such transaction under clause (ii) (x) the Applicable Condition is satisfied, and (y) subject to

Section 1.5, is consummated when no Event of Default has occurred and is continuing or would result therefrom;

(p) Company and its Subsidiaries may make other Asset Dispositions the proceeds of which (valued at the principal amount thereof in the case

of non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in the case of other non-Cash proceeds) (determined at the time of

disposition thereof) when aggregated with the proceeds of all other Asset Dispositions made within such Fiscal Year pursuant to this clause (p) does not exceed 15% of the Consolidated Assets of Company (measured as of the most recently

completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative Agent pursuant to Section 7.1 (or Section 5.1(n) if financial statements have not been

delivered pursuant to Section 7.1); provided that no Event of Default or Unmatured Event of Default shall be deemed to have occurred if such aggregate amount of such proceeds shall at a later time exceed 15% of

Company’s Consolidated Assets so long as, at the time of the consummation thereof, such Asset Disposition was permitted to be made); provided, however, that to the extent that the Net Sale Proceeds of any such Asset Disposition

are used to purchase assets used or useful in one or more of the businesses referred to in Section 8.11 within 365 days (or within 180 days after the expiration of such 365 day period if within such 365 days period company

or any of its Subsidiary enters into a binding commitment to so use such Net Sale Proceeds), and if Company or such Subsidiary has complied with the provisions of Section 7.12 (to the extent applicable) with respect to any

assets purchased with such reinvested proceeds, such Asset Disposition shall be disregarded for purposes of calculations pursuant to this Section 8.4(p) (and shall otherwise be deemed to be permitted under this

Section 8.4(p)) to the extent of the reinvested proceeds, from and after the time of compliance with Section 7.12 (to the extent applicable) with respect to the acquisition of such other property;

(q) Company may sell, transfer or otherwise dispose of (i) its Capital Stock that is held by Company as treasury stock, and

(ii) Margin Stock, and Capital Stock of a Person acquired in a Permitted Acquisition or similar Investment constituting Margin Stock;

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(r) Company may enter into and perform its obligations under Permitted Call Spread

Transactions;

(s) Company and its Subsidiaries may make any Permitted Asset Disposition;

(t) Company and its Subsidiaries may dispose of cash and Cash Equivalents in the ordinary course of business or as otherwise permitted in this

Agreement;

(u) Company and its Subsidiaries may grant Liens permitted under Section 8.1;

(v) any Subsidiary may issue, sell, convey, assign, or otherwise dispose of its Capital Stock (i) to Company, (ii) to another

Subsidiary of Company, (iii) to qualifying directors if required by any Requirement of Law, (iv) in connection with assignments pursuant to the Loan Documents, (v) pursuant to employee stock ownership or employee benefit plans,

shareholder rights agreements, subscription agreements or plans, stock option plans and other benefit plans or arrangements, in each case in effect on the Closing Date or the Spin-Off Effective Date (or new or

replacement plans entered into thereafter to the extent the terms thereof, taken as a whole, are either on customary market terms (as determined by the Company in its reasonable discretion) or are otherwise not materially less favorable, taken as a

whole, to the Lenders than the terms of any such plans in effect on the Closing Date or the Spin-Off Effective Date), or (vi) in connection with a Permitted Transaction;

(w) Company and its Subsidiaries may exchange any like property pursuant to Section 1031 of the Code;

(x) Company and its Subsidiaries may sell, convey, or otherwise dispose of or lease their assets in connection with each Permitted

Transaction;

(y) Company and its Subsidiaries may make 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;

(z) Company and its Subsidiaries may sell, convey, or otherwise dispose of any Capital Stock of an Unrestricted Entity;

(aa) Company and its Subsidiaries may sell, convey, or otherwise dispose of any assets in connection with the

Spin-Off Transactions; and

(bb) Company and its Subsidiaries may make Asset Dispositions to the

extent not otherwise provided for above so long as the Net Sale Proceeds of such Asset Dispositions do not exceed during the term of this Agreement the greater of (x) $80,000,000 and (y) 4.0% of the Company’s Consolidated Assets (measured

as of the most recently completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative Agent pursuant to Section 7.1 (or Section 5.1(n) if financial

statements have not been delivered pursuant to Section 7.1)); provided that no Event of Default or Unmatured Event of Default shall be deemed to have occurred if such aggregate amount of such proceeds shall at a

later time exceed 4.0% of Company’s Consolidated Assets so long as, at the time of the consummation thereof, such Asset Disposition was permitted to be made.

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In the event the Required Lenders waive the provisions of this

Section 8.4 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 8.4, such Collateral shall be sold free and clear of the Liens created by the Security

Documents, and the Liens created by the Security Documents shall automatically be deemed released and the Administrative Agent shall be authorized to, and shall, take any appropriate actions in order to effect the foregoing. For the avoidance of

doubt, this Section 8.4 shall not restrict the Company from issuing, selling, conveying, converting, assigning, or otherwise disposing of its Capital Stock.

8.5 Restricted Payments. Company will not, nor will it permit any of its Subsidiaries to, either: (i) declare or pay any dividend

or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock (except (A) dividends or distributions payable solely in Qualified Capital Stock or in

options, warrants or other rights to purchase Qualified Capital Stock and (B) dividends, distributions or redemptions payable to (1) Company or a Wholly-Owned Subsidiary of Company and (2) any other Subsidiary of Company in compliance

with applicable corporation law; provided that the amount of such dividends or distributions under this clause (2) which are paid or made to any Person other than an Unrestricted Entity shall be included for purposes of calculating

compliance with clause (b) below, and shall be permitted only to the extent they are permitted under clause (b) below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Company other than in

exchange for, or out of proceeds of, the substantially concurrent issuance (other than to an Affiliate of Company) of other Capital Stock of Company or as permitted in (i)(A) above or (iii) purchase, defease, redeem, prepay, decrease or

otherwise acquire or retire for value, prior to any scheduled final or stated maturity, any Indebtedness that is either subordinate or junior in right of payment to the Obligations (other than with the net cash proceeds from, or in exchange for, an

incurrence of Permitted Refinancing Indebtedness and other than Intercompany Indebtedness subordinated as a result of Section 8.2(j)) and it being understood that Indebtedness shall not be deemed subordinate or junior in

right of payment on account of being unsecured or being secured with greater or lower priority or (iv) make any Restricted Investment (any of the foregoing being hereinafter referred to as a “Restricted Payment”);

provided, however, that:

(a) Company or a Subsidiary may make distributions to the extent necessary to enable Company or a

Subsidiary of Company to pay their (i) general administrative costs and expenses and (ii) Taxes as they become legally due;

(b)

so long as no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom and Company is in pro forma compliance with the financial covenant set forth in Section 9.1 on a Pro

Forma Basis for the period of four Fiscal Quarters ending with the most recently completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative Agent pursuant to Section 7.1 (or

Section 5.1(n) if financial statements have not been delivered pursuant to Section 7.1) both immediately before and immediately after giving effect to such Restricted Payments, Company or any

Subsidiary of Company may make any Restricted Payment;

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Section 8.8(b) to the extent such payments constitute Dividends;

(d) Company or any Subsidiary may repurchase

Capital Stock issued to current or former employees, officers, directors or managers upon death, disability or termination of employment of such person or pursuant to the terms of any subscription, stockholder or other agreement or plan approved by

Company’s or such Subsidiary’s board of directors (or any committee thereof);

(e) Company and any Subsidiary may repurchase

Capital Stock (including Qualified Capital Stock) upon the exercise of stock options, warrants or other convertible or exchangeable securities if such Capital Stock or Qualified Capital Stock represents a portion of the exercise, conversion or

exchange price thereof;

(f) Company or any Subsidiary may make repurchases of Capital Stock by Company or any Subsidiary deemed to occur

upon the withholding of a portion of the Capital Stock granted or awarded to a current or former director, officer, employee, manager or director of such Person, or consultant or advisor or any spouses, former spouses, successors, executors,

administrators, heirs, legatees or distributees of any of the foregoing) to pay for the Taxes payable by such Person upon such grant or award (or upon the vesting thereof);

(g) Company or any Subsidiary may (i) pay cash in lieu of fractional Capital Stock in connection with any Dividend and (ii) honor

any conversion request by a holder of convertible Indebtedness or convertible Qualified Capital Stock and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness or

convertible Qualified Capital Stock in accordance with its terms;

(h) so long as no Event of Default or Unmatured Event of Default has

occurred and is continuing or would result therefrom Company and its Subsidiaries may make Restricted Payments in connection with a Permitted Transaction;

(i) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom, Company and its

Subsidiaries may declare and pay dividends to holders of any class or series of Disqualified Capital Stock issued pursuant to Section 8.2; provided that such dividends shall not violate clause (iii) of the

definition of “Disqualified Capital Stock”;

(j) Company and its Subsidiaries may make Restricted Payments made in exchange

for, or in an amount equal to the net cash proceeds of, the substantially concurrent sale (other than to Company or any of its Subsidiaries) of, Capital Stock of Company (other than Disqualified Capital Stock); and

(k) Company and its Subsidiaries may make Restricted Payments in connection with the Spin-Off

Transactions.

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Notwithstanding the foregoing, (i) Company may pay Dividends within 60 days after the

date of declaration thereof if at such date of declaration such Dividend would have complied with this Section 8.5, (ii) any Wholly-Owned Subsidiary may purchase, redeem or otherwise acquire or exchange its Capital

Stock for the Capital Stock of another Wholly-Owned Subsidiary, (iii) Company may issue Capital Stock or rights to purchase Capital Stock, in each case contemplated by the Shareholder Rights Agreements as in effect from time to time and

(iv) Company may enter into and perform its obligations under Permitted Call Spread Transactions.

8.6 [Reserved].

8.7 Investments. Company will not, nor will it, permit any of its Subsidiaries to, make any Investments except:

(a) Company and its Subsidiaries may acquire and hold cash and Cash Equivalents;

(b) Investments existing on the Closing Date or on the Spin-Off Effective Date, including in

connection with the Spin-Off Transactions, Investments made pursuant to legally binding written commitments in existence on the Closing Date or on the Spin-Off Effective

Date, including in connection with the Spin-Off Transactions, and any Investment that extends, replaces, refinances or refunds any such Investment; provided that such extending, replacing, refinancing

or refunding Investment is in an amount that does not exceed the amount extended, replaced, refinanced or refunded (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities), and is made in the same Person as the Investment extended, replaced, refinanced or refunded;

(c) Investments required pursuant to the terms of any Permitted Accounts Receivable Securitization or any Receivables Factoring Facility;

(d) Investments (including debt obligations) in trade receivables or received in connection with the bankruptcy or reorganization of suppliers

and customers and in settlement (including settlements of litigation) of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(e) Company and its Subsidiaries may enter into (i) Swap Contracts in compliance with Section 8.2(e) and

(ii) Permitted Call Spread Transactions in compliance with Section 8.2(h);

(f) pledges or deposits made in

the ordinary course of business (including cash collateral and other credit support to secure obligations under letters of credit permitted under Section 8.2);

(g) Investments (i) by Company or any Subsidiary in Company or a Person that is a Subsidiary prior to such Investments; provided

that if applicable, the requirements of Section 7.12 are satisfied, (ii) by any Subsidiary (other than a Credit Party) in any Credit Party, and (iii) held by a Person at the time that such Person becomes a

Subsidiary;

(h) Company or any Subsidiary may make Permitted Acquisitions;

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(i) Company or any Subsidiary may acquire and hold debt securities and other non-cash consideration as consideration for an asset disposition permitted pursuant to Section 8.4;

(j) Company or any Subsidiary may make Restricted Investments permitted by Section 8.5; provided that any

Restricted Investment that is an Acquisition complies with clauses (a) through (d) of the definition of “Permitted Acquisition”;

(k) Investments, in addition to those Investments identified on Schedule 8.7, in any Unrestricted Entity;

provided, however, that the amount of such additional Investments, together with the aggregate Dollar Equivalent amount of Guarantee Obligations of Company and its Subsidiaries (other than any Permitted Guarantee Obligations) with

respect to (A) Swap Contracts to which an Unrestricted Entity is party and (B) Indebtedness and other obligations of one or more Unrestricted Entities (such amount to equal the Dollar Equivalent of the aggregate maximum principal amount of

the Indebtedness subject to such Guarantee Obligations), made after the Closing Date, shall not exceed in the aggregate at any time outstanding the greater of (x) the Dollar Equivalent of $43,500,000 and (y) 3.0% of the Company’s

Consolidated Assets (measured as of the most recently completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative Agent pursuant to Section 7.1);

(l) extensions of trade credit, accounts receivable and prepaid expenses in the ordinary course of business;

(m) [reserved];

(n)

Investments by Company and any of its Subsidiaries to Company and any of its Subsidiaries, so long as such Investment (or cash or other assets of equivalent value thereof) is returned or otherwise delivered to such Person within 5 Business Days of

the making of such Investment;

(o) Investments received in connection with an Asset Disposition permitted by

Section 8.4;

(p) other Investments (other than in Unrestricted Entities) in the aggregate at any time

outstanding not in excess of 12.5% of the Consolidated Assets of Company and its Subsidiaries at such time measured as of the most recently completed Fiscal Quarter of Company for which financial statements have been delivered to the Administrative

Agent pursuant to Section 7.1 (or pursuant to Section 5.1(n) if financial statements have not been delivered pursuant to Section 7.1); provided, that any such

Investment that is an Acquisition complies with clauses (a) through (d) of the definition of “Permitted Acquisition”;

(q) Investments and Acquisitions in connection with each Permitted Transaction;

(r) Company or any Subsidiary may endorse negotiable instruments held for collection in the ordinary course of business;

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(s) Investments consisting of Permitted Guarantee Obligations and guarantees by Company or

any Subsidiary of leases, subleases, licenses, sublicenses, or other obligations that do not constitute Indebtedness;

(t) Company or any

Subsidiary may make loans and advances (including payroll, travel and entertainment related advances) in the ordinary course of business to their respective directors, employees and officers (or equivalent thereof) (other than any loans or advances

to any director or officer (or equivalent thereof) that would be in violation of Section 402 of the Sarbanes-Oxley Act) so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or

write-offs of such loans and advances) shall not exceed in the aggregate at any time outstanding $5,000,000;

(u) Investments in respect

of, including, by way of any contributions to or guaranty of, any employee benefit, equity incentive, pension or retirement plan, including any Plan, Foreign Pension Plan or Multiemployer Plan;

(v) Investments made solely in exchange for the issuance of Capital Stock (other than Disqualified Capital Stock) of Company;

(w) Investments in any Subsidiary or any joint venture in connection with intercompany cash management arrangements, pooling agreements or

related activities arising in the ordinary course of business, including pursuant to any Cash Management Agreements; and

(x) Investments

made in exchange for the issuance of Qualified Capital Stock of the Company, and debt securities convertible into or exchangeable for equity ownership interests of the Company; provided that the investment satisfies the definition of

Permitted Acquisition.

Notwithstanding anything herein to the contrary (x) no Event of Default or Unmatured Event of Default shall

be deemed to have occurred if the amount of any Investment under this Section 8.2 in reliance on a percentage of Company’s Consolidated Assets shall at a later time exceed such percentage of Company’s

Consolidated Assets so long as, at the time of such Investment, such Investment was permitted hereunder and (y) no Investments in Unrestricted Entities shall be made with Material Intellectual Property (determined on a pro forma basis after

giving effect to such Investment and all transactions occurring substantially concurrently therewith); provided, that the foregoing limitation shall not apply to non-exclusive licenses of Intellectual

Property the transfer of which (A) occurs in the ordinary course of business and (B) does not interfere in any material respect with the ordinary conduct of business by Company and its Subsidiaries.

8.8 Transactions with Affiliates. Company will not, nor will permit any of its Subsidiaries to, conduct any business or enter into any

transaction or series of similar transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Company (other than a Credit Party) unless the terms of such business, transaction

or series of transactions are as favorable to Company or such Subsidiary as terms that would be obtainable at the time for a comparable transaction or series of similar transactions in arm’s-length

dealings with an unrelated third Person or, if such transaction is not one which by its

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nature could be obtained from such Person, is on fair and reasonable terms; provided that the following shall be permitted: (a) (i) any agreements in existence on the Closing Date or the Spin-Off Effective Date and disclosed in the Form 10 or otherwise set forth on Schedule 8.8 hereto (provided that such scheduling requirement shall not apply to agreements or other

arrangements that do not survive after the Spin-Off Effective Date) (as such agreements may be amended, modified, restated, renewed, supplemented, refunded, replaced, refinanced or otherwise continued in

effect, in all cases, on terms not materially less favorable to Company or such Subsidiary, taken as a whole, than on the Closing Date or the Spin-Off Effective Date, as applicable) and (ii) following the

consummation of a Permitted Acquisition, any agreements of the acquired Person in effect on the closing date of such acquisition; (b) (i) the payment of customary fees, expenses and compensation (including bonuses) and other benefits (including

retirement, health, stock option and other benefit plans) to current or former officers, managers, employees, consultants, advisors and members of the board of directors or comparable governing body of such Person and (ii) customary indemnities

provided on behalf of current or former officers, directors, managers, employees, advisors or consultants of Company, any of its direct or indirect parent companies or any of its Subsidiaries; (c) transactions expressly permitted by

Section 8.3 or Section 8.5; (d) transactions expressly permitted by Section 8.4, 8.6 or 8.7 among Company and its Subsidiaries or among Subsidiaries;

(e) transactions pursuant to any Permitted Accounts Receivable Securitization and Receivables Factoring Facility; (f) transactions pursuant to any Permitted Transaction or any Spin-Off Transaction;

(g) the existence of, and the performance by Company and its Subsidiaries of their respective obligations under the terms of, any limited liability company, limited partnership, or other Organizational Document, joint venture agreement or

security holders agreement (including any registration rights agreement or purchase agreement related thereto), or agreements similar to any of the foregoing, to which it is a party on the Closing Date or the

Spin-Off Effective Date (or, if later, the date such Subsidiary is formed or acquired so long as not entered into in contemplation of such acquisition other than pursuant to customary terms in an acquisition

agreement pursuant to which such Subsidiary was acquired), and similar agreements that it may enter into thereafter to the extent not prohibited by this Agreement (and not entered into in contemplation of entering into this Agreement), or

contractual obligations not materially more restrictive to Company or its Subsidiaries, taken as a whole, than any of the foregoing in any material respect; and (h) use of corporate aircraft or other vehicles for personal use.

8.9 Sale-Leasebacks. Company will not, nor will permit any of its Subsidiaries to, lease any property as lessee in connection with a

Sale and Leaseback Transaction entered into after the Closing Date if, at the time of such entering into such Sale and Leaseback Transaction and after giving effect thereto, the aggregate Dollar Equivalent amount of Attributable Debt for such Sale

and Leaseback Transaction and for all Sale and Leaseback Transactions so entered into by Company and its Subsidiaries after the Closing Date, together with the Dollar Equivalent of Indebtedness then outstanding pursuant to

Sections 8.2(f) and (g) does not exceed 20% of Company’s Consolidated Tangible Assets. For avoidance of doubt, this Section 8.9 shall not prohibit any of the Spin-Off Transactions.

8.10 [Reserved].

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8.11 Lines of Business. Company will not, nor will it permit any of its Subsidiaries

to, enter into or acquire any line of business which is not a Similar Business.

8.12 Fiscal Year. Except as provided in

Section 7.13, Company will not change its Fiscal Year.

8.13 Limitation on Voluntary Payments and

Modifications of Subordinated Indebtedness; Modifications of Organizational Documents. Company will not, nor will it permit any of its Subsidiaries to:

(a) make any voluntary or optional payment or prepayment on or redemption or acquisition for value of (including, without limitation, by way

of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due) any Indebtedness (other than Intercompany Indebtedness subordinated as a result of

Section 8.2(j)) that is either subordinate or junior in right of payment to the Obligations (it being understood that Indebtedness shall not be deemed subordinate or junior in right of payment on account of being unsecured

or being secured with greater or lower priority), other than any voluntary or optional payment or prepayment on or redemption or acquisition for value in exchange for, or out of proceeds of, the substantially concurrent issuance (other than to an

Affiliate of Company) of Capital Stock of Company, and other than pursuant to the issuance of Permitted Refinancing Indebtedness or as otherwise permitted by Section 8.5;

(b) amend, terminate or modify, or permit the amendment, termination or modification of, any provision of any documents governing Indebtedness

described in clause (a) above in a manner which, taken as a whole, is materially adverse to the interests of the Lenders; or

(c) amend, modify or change its Organizational Documents (including, without limitation, by filing or modification of any certificate of

designation) or any agreement entered into by it, with respect to its Capital Stock, or enter into any new agreement with respect to its Capital Stock in any manner which, taken as a whole, is materially adverse to the interests of the Lenders;

provided that any amendments, modifications or changes reasonably acceptable to the Administrative Agent in connection with any Permitted Transaction or any Spin-Off Transaction shall be deemed not to

be materially adverse to the interests of the Lenders. For purposes of clarification, the issuance of Capital Stock that is otherwise permitted under this Agreement shall not be deemed to be materially adverse to the interests of the Lenders.

8.14 Limitation on Certain Restrictions on Subsidiaries. No Borrower will, nor will permit any of its Material Subsidiaries to, create

or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Borrower or any Material Subsidiary of Company to (i) pay dividends or make any other distributions on its Capital Stock

to Company or any of its Material Subsidiaries or pay any Indebtedness or other Obligation owed to Company or any of its Material Subsidiaries, (ii) make any loans or advances to Company or any of its Material Subsidiaries, or

(iii) transfer any of its property to Company or any of its Material Subsidiaries, except:

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(a) any encumbrance or restriction pursuant to the Loan Documents, any Permitted Accounts

Receivable Securitization, any Receivables Factoring Facility, any agreement in connection with or evidencing Indebtedness permitted pursuant to Sections 8.2(d), (g), (i), (j), (k)

(to the extent related to Indebtedness incurred under Sections 8.2(d), (g), (i), (j), (m), (o), (q), (v), (aa), (bb), (cc), (dd) or

(ee)), (m), (o), (q), (v), (aa), (bb), (cc), (dd) or (ee) (provided that, in the case of encumbrances or restrictions in documents in connection with or evidencing

Indebtedness permitted under Sections 8.2(d), (k) (to the extent related to Indebtedness incurred under Sections 8.2(d), (o), (v), (aa), (bb), (dd) or

(ee)), (o), (v), (aa), (bb), (dd) or (ee), and any documents in connection with or evidencing Permitted Refinancing Indebtedness with respect to any of the Sections referred to in the proviso set

forth in this parenthetical (except as is otherwise permitted under this Section 8.14, or except with respect to (i) Permitted Accounts Receivable Securitizations, (ii) Receivables Factoring Facilities, or

(iii) Capitalized Leases) such encumbrances or restrictions, taken as a whole, are either (A) not materially less favorable to Company than those set forth in the Loan Documents or (B) on customary market terms for Indebtedness of

such type and so long as Company has determined in good faith that such encumbrances or restrictions, taken as a whole, would not reasonably be expected to impair in any material respect the ability of the Credit Parties to perform their obligations

under the Loan Documents, it being understood and agreed that Company may, at its option, deliver a certificate to the Administrative Agent certifying that the requirements of clause (A) or (B) of this

parenthetical have been satisfied, and such certification shall be conclusive evidence that such requirements have been satisfied), any agreement evidencing Indebtedness of any Subsidiary acquired pursuant to a Permitted Acquisition to the extent

such restrictions are set forth in the documents governing any Indebtedness assumed in connection with such Permitted Acquisition so long as such restrictions are not applicable to any Subsidiary of Company other than the Subsidiary (and any of its

Subsidiaries) being acquired and such restrictions were not created or imposed in connection with or in contemplation of such Permitted Acquisition or any agreement in effect at or entered into on the Closing Date and reflected on

Schedule 8.14(a) hereto;

(b) any encumbrance or restriction with respect to a Subsidiary of Company pursuant to

an agreement relating to any Indebtedness issued by such Subsidiary, or agreements relating to the Capital Stock or governance provisions of such Subsidiary (to the extent, and for so long as, such agreements relating to such Capital Stock or

governance provisions are unable to be amended, replaced or otherwise modified to remove such encumbrances or restrictions), in each case, issued (with respect to Indebtedness) or existing (with respect to agreements regarding Capital Stock or

governance provisions) on or prior to the date on which such Subsidiary became a Subsidiary of Company or was acquired by Company (other than Indebtedness or agreements relating to Capital Stock or governance issued or entered into, as applicable,

as consideration in, or to provide all or any portion of the funds or other consideration utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Company) and

outstanding on such date;

other contract governing intellectual property rights of Company or any of its Subsidiaries restricting or conditioning the sublicensing or assignment thereof, (ii) restricting subletting, assignment or other transfers of any leases, licenses,

joint venture agreements and other agreements or any equity interests in any joint ventures, (iii) contained in

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leases, joint venture agreements, shareholder or similar agreements, asset sale agreements, stock sale agreements, merger agreements, purchase agreements, cooperation agreements, and other

similar agreements, (iv) contained in any agreement relating to the sale, transfer or other disposition or any agreement to transfer or option or right with respect to a Subsidiary or any property or assets pending such sale or other

disposition; provided that such encumbrances or restrictions apply only to (x) such Subsidiary and any of its Subsidiaries, (y) such property or assets, or (z) the property or assets of any such Subsidiary, or

(v) containing restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(d) any encumbrance or restriction existing solely as a result of a Requirement of Law, including under contracts with foreign governments or

agencies thereof or otherwise in connection with minority shareholder (or equivalent) requirements;

(e) in the case of

Section 8.14(iii), Permitted Liens or other restrictions contained in security agreements or Capitalized Leases securing or otherwise related to Indebtedness permitted hereby to the extent such restrictions restrict the

transfer of the property and Persons subject to such Permitted Lien, security agreements or Capitalized Lease and other agreements evidencing Indebtedness permitted by Section 8.2(f) that impose restrictions on the property

so acquired or the subject thereof (and/or the Person that owns such property and its Subsidiaries);

(f) encumbrances or other

restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the agreements, contracts, instruments or obligations referred to in

clauses (a) through (e), and clause (g) hereof; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings

are not materially more restrictive, taken as a whole, with respect to such encumbrances and other restrictions than those prior to such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or

refinancings;

(g) in the case of Section 8.14(iii), encumbrances or restrictions on cash, Cash Equivalents or

other deposits, and any deposit accounts, securities accounts or commodities accounts, constituting Permitted Liens incurred or entered into in the ordinary course of business or in connection with a Subject Transaction, to the extent such

encumbrances or restrictions restrict the Persons and the transfer of the property subject to such Permitted Lien;

(h) restrictions in

agreements or instruments which prohibit the payment or making of dividends or other distributions other than on a pro rata basis;

(i)

restrictions in agreements or instruments in connection with the Spin-Off Transactions; and

(j)

restrictions in agreements or instruments that cease to be effective after the Spin-Off Effective Date.

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ARTICLE IX

FINANCIAL COVENANTS

Company hereby agrees that, so long as any Commitments remain in effect or any Loan or LC Obligation remains outstanding and unpaid or any

other Obligation (other than any (x) contingent indemnification obligations with respect to which no claim has been made, (y) Obligations under any Cash Management Agreement or Swap Contract, and (z) Letters of Credit to the extent

cash collateralized, or subject to a back-to-back letter of credit or other arrangement, in each case in form and substance reasonably acceptable to the Issuing Bank for such Letter of Credit) is owing to any Lender or the

Administrative Agent hereunder:

9.1 Secured Net Leverage Ratio. Company shall not permit the Secured Net Leverage Ratio for any

Test Period ending on or after the first full Fiscal Quarter ending after the Spin-Off Effective Date to be greater than 3.75 to 1.00 (or, if such Test Period ends during a Financial Covenant Adjustment

Period, 4.25 to 1.00).

9.2 Consolidated Interest Coverage Ratio. Company will not permit the Consolidated Interest Coverage Ratio

for any Test Period ending on or after the first full Fiscal Quarter ending after the Spin-Off Effective Date to be less than 3.00 to 1.00.

ARTICLE X

EVENTS OF DEFAULT

10.1 Events of Default. Any of the following events, acts, occurrences or state of facts shall constitute an “Event of

Default” for purposes of this Agreement:

(a) Failure to Make Payments When Due. Any Borrower (i) shall default in

the payment of principal on any of the Loans or any reimbursement obligation with respect to any Letter of Credit; or (ii) shall default in the payment of interest on any of the Loans or default in the payment of any fee or any other Obligation

when due and such default in payment shall continue for 5 Business Days; or

(b) Representations and Warranties. Any representation

or warranty made by any Credit Party to the Administrative Agent or any Lender contained in any Loan Document delivered to the Administrative Agent or any Lender pursuant hereto or thereto shall have been incorrect in any material respect on the

date as of when made or deemed made, or

any term, covenant, condition or agreement on its part to be performed or observed under Article VIII or Article IX hereof or Section 7.3(a) (in each case, as to which no

grace period shall apply) or (ii) default in the due performance or observance by it of any other term, covenant or agreement contained in this Agreement and such default shall continue unremedied or unwaived for a period of 30 days after

written notice to Company by the Administrative Agent or any Lender; or

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(d) Default Under Other Loan Documents. Any Credit Party shall default in the

performance or observance of any term, covenant, condition or agreement on its part to be performed or observed hereunder or under any Loan Document (and not constituting an Event of Default under any other clause of this

Section 10.1) and such default shall continue unremedied or unwaived for a period of 30 days after written notice thereof has been given to Company by the Administrative Agent; or

(e) Voluntary Insolvency, Etc. Company or any of its Material Subsidiaries, shall become insolvent or generally fail to pay, or admit

in writing its inability to pay, its debts as they become due, or (other than in the case of a merger, consolidation, liquidation, dissolution or other transaction permitted under Section 8.3) shall voluntarily commence any

proceeding or file any petition under any bankruptcy, insolvency or similar law in any jurisdiction or seeking dissolution or reorganization or the appointment of a receiver, trustee, custodian, court appointed monitor, administrator, administrative

receiver, liquidator or other similar official for it or a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors, or shall file any answer admitting the jurisdiction of the court and the

material allegations of an involuntary petition filed against it in any bankruptcy, insolvency or similar proceeding in any jurisdiction, or shall be adjudicated bankrupt, or shall make a general assignment for the benefit of creditors, or shall

consent to, or acquiesce in the appointment of, a receiver, trustee, custodian, court appointed monitor, administrator, administrative receiver, liquidator or other similar official for a substantial portion of its property, assets or business,

shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts, or shall take any corporate action authorizing any of the foregoing; or

(f) Involuntary Insolvency, Etc. Involuntary proceedings or an involuntary petition shall be commenced or filed against Company or any

of its Material Subsidiaries under any bankruptcy, insolvency or similar law in any jurisdiction or seeking the dissolution or reorganization of it or the appointment of a receiver, trustee, custodian, court appointed monitor, administrator,

administrative receiver, liquidator or other similar official for it or of a substantial part of its property, assets or business, or to effect a plan or other arrangement with its creditors or any writ, judgment, warrant of attachment, execution or

similar process shall be issued or levied against a substantial part of its property, assets or business, and such proceedings or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not

be released, vacated or fully bonded, within 60 days after commencement, filing or levy, as the case may be, or any order for relief shall be entered in any such proceeding; or

(g) Default Under Other Agreements. (i) Any Credit Party shall default in the payment when due, whether at stated maturity or

otherwise, of any Indebtedness (other than Indebtedness owed to the Lenders under the Loan Documents or Intercompany Indebtedness) in a principal amount in excess of the Dollar Equivalent of $50,000,000 in the aggregate beyond the period of grace,

if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) a default shall occur in the performance or observance of any agreement or condition to any such Indebtedness or contained in any instrument or

agreement evidencing, securing or relating thereto, the effect of which default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (after the expiration of any

grace period but determined without regard to whether any notice of acceleration

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or similar notice is required), any such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase,

prepay, defease or redeem the full amount of such Indebtedness to be made, prior to its stated maturity; provided that clause (g)(ii) shall not apply to secured Indebtedness that becomes due as a result of the

voluntary sale or transfer of the property or assets securing such Indebtedness; provided, further, that notwithstanding any provision of this subsection (g) to the contrary, to the extent that the terms of

any such agreement or instrument governing the sale, pledge or disposal of Margin Stock or utilization of the proceeds of such Indebtedness in connection therewith would result in such acceleration or in an Event of Default or an Unmatured Event of

Default under this Agreement, and would cause this Agreement or any Loan to be subject to the margin requirements or any other restriction under Regulation U, then such acceleration shall not constitute an Event of Default or Unmatured Event of

Default under this subsection (g); or

(h) Judgments. The Credit Parties shall fail to pay or cause to be

paid, following the date that is 60 days after the entry thereof, one or more judgments or decrees against a Credit Party involving, individually or in the aggregate, a liability (to the extent not paid or covered by insurance) of the Dollar

Equivalent of $50,000,000 or more, that has not been vacated, discharged, satisfied, stayed or bonded pending appeal prior to or during such 60 day period; or

(i) Security Documents. Other than as a result of any release of Collateral or termination of any Security Document in accordance with

the provisions of Sections 12.10 or 12.19, or the terms of such Security Document, at any time after the execution and delivery thereof, any of the Security Documents shall cease to be in full force and effect or

shall cease to give the Collateral Agent for the benefit of the Secured Creditors the Liens, rights, powers and privileges purported to be created thereby (including, without limitation, a perfected security interest under the laws of the United

States or any state thereof or the District of Columbia or the laws of any other jurisdiction that governs a Security Document (in each case, to the extent required hereby or thereby) in, and Lien on, any material portion of the Collateral), in

favor of the Collateral Agent for the benefit of the Secured Creditors superior to and prior to the rights of all third Persons and subject to no other Liens (except, in each case, to the extent expressly permitted herein or therein), in each case

for any reason other than the failure of the Collateral Agent to take any action required to establish or maintain perfection, which is within its control and is customarily performed by the Collateral Agent; or

(j) Guaranties. Other than as a result of any release of the Guaranty in accordance with the provisions of

Section 12.19, or the terms of such Guaranty, the Guaranty shall (other than as a result of the actions taken by the Administrative Agent or the Lenders to release such Guaranty) cease to be in full force and effect in

accordance with its terms, or, except as otherwise permitted under this Agreement, any Guarantor required to be a Guarantor thereunder shall deny or disaffirm such Guarantor’s obligations under the Guaranty; or

(k) ERISA. Either (i) any Termination Event shall have occurred, (ii) a trustee shall be appointed by a United States

District Court to administer any Plan or Multiemployer Plan, (iii) the PBGC institutes proceedings to terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan, (iv) a Credit Party shall become liable to the

PBGC or any other party under Section 4062, 4063 or 4064 of ERISA with respect to any Plan or (v) a failure to satisfy the minimum funding standard under Code Section 412 has occurred with respect to any Plan; if

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as of the date thereof or any subsequent date, the sum of the Credit Parties’ various liabilities (such liabilities to include, without limitation, any liability to the PBGC or to any other

party under Section 4062, 4063 or 4064 of ERISA with respect to any Plan, or to any Multiemployer Plan under Section 4201 et seq. of ERISA) as a result of such events listed in subclauses (i) through (v) would

reasonably be expected to have a Material Adverse Effect; or

(l) Change of Control. A Change of Control shall occur; or

(m) Dissolution. Any order, judgment or decree shall be entered against Company or any Material Subsidiary decreeing its involuntary

dissolution or split up and such order shall remain undischarged and unstayed for a period in excess of 60 days; or Company or any Material Subsidiary shall otherwise dissolve or cease to exist except as specifically permitted by this Agreement.

If any of the foregoing Events of Default shall have occurred and be continuing, the Administrative Agent, at the written direction of

the Required Lenders, shall take one or more of the following actions: (i) by written notice to Borrowers declare the Total Commitments to be terminated whereupon the Total Commitments shall forthwith terminate, (ii) by written notice to

Borrowers declare all sums then owing by Borrowers hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or further notice

of any kind, all of which are hereby expressly waived by Borrowers or (iii) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of

any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to such Borrower it will pay) to the Administrative Agent at the Notice Address such additional amount of cash or

other credit support, to be held as security by the Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Company and its

Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings; provided that at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with

Section 12.17, the balance, if any, of the amount held pursuant to this clause (iii) shall be promptly returned to the applicable Borrowers and (iv) enforce, or cause the Collateral Agent to enforce, the Guaranty

and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms. In cases of any occurrence of any Event of Default described in Section 10.1(e) or

Section 10.1(f) with respect to any Borrower that is a U.S. Credit Party or that is otherwise subject to any proceedings under the Bankruptcy Code, in each case solely to the extent such Borrower is a Borrower under any

Term Facility and/or has a Multicurrency Revolver Sublimit or USD Revolver Sublimit equal to or greater than $1,000,000,000, (1) the Revolving Loans, together with accrued and unpaid interest thereon and all of the other Obligations in respect

of the Revolving Facilities, shall become immediately and automatically due and payable forthwith and the Revolving Commitments immediately and automatically terminated and (2) the Term Loans, together with accrued and unpaid interest thereon

and all of the other Obligations in respect of the Term Facilities, shall become immediately and automatically due and payable forthwith, in each case without the requirement of any such acceleration or request, and without presentment, demand,

protest or other notice of any kind, all of which are expressly waived by each Borrower, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Borrower hereunder shall also

become immediately and automatically due and payable all without notice of any kind.

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Notwithstanding anything to the contrary contained in this Agreement (including, without

limitation, Article IV hereof), all payments (including the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Collateral) received after acceleration of the Obligations

shall be applied: first, to all fees, indemnities, costs and expenses incurred by or owing to the Administrative Agent, the Collateral Agent, any Issuing Bank and any Lender with respect to this Agreement, the other Loan Documents or the

Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of any Debtor Relief Laws, would have accrued on such amounts), ratably among the Lenders and the Issuing Banks in

proportion to the respective amounts described in this clause second payable to them; and third, to the principal amount of the Obligations (including, without limitation, Obligations of Company and its Subsidiaries under Cash

Management Agreements, including reimbursement obligations under any Sidecar L/C Facility and the Sidecar Bank Guarantee Facility, and Swap Contracts entered into with a Person that is the Administrative Agent, the Collateral Agent, a Lead Arranger,

a Lender or an Affiliate of the Administrative Agent, the Collateral Agent, a Lead Arranger or a Lender) outstanding and to cash collateralize outstanding letters of credit issued pursuant to any Sidecar L/C Facility and the Sidecar Bank Guarantee

Facility in an amount satisfactory to Bank of America, N.A. and to Cash Collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such letters of credit

under any Sidecar L/C Facility, the Sidecar Bank Guarantee Facility or the Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining

shall be delivered to the Initial Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other

Loan Document, in no event shall the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Collateral of any Foreign Subsidiary be used to pay any amounts payable with respect to the Obligations of the

Company or any of Company’s Domestic Subsidiaries.

Notwithstanding the foregoing or anything to the contrary in this Agreement or

any other Loan Document, Obligations arising under Cash Management Agreements and Swap Contracts shall be excluded from the application described above if the Administrative Agent has not received such supporting documentation as the Administrative

Agent may request from the applicable Secured Creditor.

Anything in this Section 10.1 to the contrary

notwithstanding, the Administrative Agent shall, at the request of the Required Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Borrowers; provided that at the time such acceleration is so rescinded

and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and

be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereof.

10.2

Rights Not Exclusive. The rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument,

document or agreement now existing or hereafter arising.

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ARTICLE XI

ADMINISTRATIVE AGENT

In this Article XI, the Lenders and Issuing Banks agree among themselves as follows:

11.1 Appointment. The Lenders and Issuing Banks hereby appoint Bank of America as the Administrative Agent (for purposes of this

Agreement, the term “Administrative Agent” shall include Bank of America (or any successor Administrative Agent) in its capacity as the Collateral Agent pursuant to the Security Documents) and as the Collateral Agent (and for purposes of

this Agreement, the term “Collateral Agent” shall include Bank of America in its capacity as agent or trustee in relation to any Security Documents under the laws of any other jurisdiction other than those of any State of the United

States) for the Secured Creditors under all applicable Security Documents and the Guaranty (the Administrative Agent is sometimes referred to in this Article XI as “Agent”) to act as herein specified

herein and in the other Loan Documents. Each Lender and Issuing Bank hereby irrevocably authorizes and each holder of any Note by the acceptance of such Note shall be deemed to irrevocably authorize Agent to take such action on its behalf under the

provisions hereof, the other Loan Documents (including, without limitation, to give notices and take such actions on behalf of the Required Lenders as are consented to in writing by the Required Lenders) and any other instruments, documents and

agreements referred to herein or therein and to exercise such powers hereunder and thereunder as are specifically delegated to the Administrative Agent or the Collateral Agent by the terms hereof and thereof and such other powers as are reasonably

incidental thereto. Except as expressly set forth in the Loan Documents, Agent shall have no duty to disclose, and shall not be liable for the failure to disclose, any information relating to Company or any of its Subsidiaries that is communicated

to or obtained by the financial institution serving in such capacity or any of its Affiliates in any capacity. Agent may perform any of their respective duties hereunder and under the other Loan Documents, by or through their officers, directors,

agents, employees or affiliates.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its

capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise

requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person 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 banking, trust, financial, advisory, underwriting or other of business with any Credit Party 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 to provide notice or consent of the Lenders with respect thereto.

11.2 Nature

of Duties. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of Agent shall be mechanical and administrative in nature. EACH LENDER HEREBY ACKNOWLEDGES AND AGREES THAT AGENT SHALL

NOT HAVE, BY REASON OF THIS AGREEMENT OR ANY OTHER LOAN

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DOCUMENT, A FIDUCIARY RELATIONSHIP TO OR IN RESPECT OF ANY LENDER. Nothing in any of the Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon

Agent any obligations in respect of any of the Loan Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of Borrowers in connection with the making

and the continuance of the Loans hereunder and shall make its own appraisal of the credit worthiness of each Borrower, and Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit

or other information with respect thereto, whether coming into its possession before making of the Loans or at any time or times thereafter. Agent will promptly notify each Lender at any time that the Required Lenders have instructed it to act or

refrain from acting pursuant to Article X.

11.3 Exculpation, Rights Etc. Neither Agent nor any of its

respective officers, directors, agents employees or affiliates shall be liable for any action taken or omitted by them hereunder or under any of the other Loan Documents, or in connection herewith or therewith, unless caused by its or their gross

negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdiction. Agent shall not be responsible to any Lender for any recitals, statements,

representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability, or sufficiency of any of the Loan Documents or any other document or the financial condition of any Borrower. Agent

shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the Loan Documents or the financial condition of any Borrower, or the existence or

possible existence of any Unmatured Event of Default or Event of Default unless requested to do so by the Required Lenders. Agent may at any time request instructions from the Lenders with respect to any actions or approvals (including the failure

to act or approve) which by the terms of any of the Loan Documents, Agent is permitted or required to take or to grant, and if such instructions are requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any

approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Required Lenders or all

Lenders, as applicable. Further, Agent shall not be required to take any action that, in its judgment or the judgment of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law. Without

limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting, approving or refraining from acting or approving under any of the Loan Documents in accordance with the instructions of the

Required Lenders or, to the extent required by Section 12.1, all of the Lenders.

The Administrative Agent shall

not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the

Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or

arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institution.

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11.4 Reliance. Agent shall be entitled to rely upon, and shall not incur any

liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and

to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for

relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing

Bank, the Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such Loan or the issuance of

such Letter of Credit. The Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the

advice of any such counsel, accountants or experts.

11.5 Indemnification. To the extent Agents are not reimbursed and indemnified

by Borrowers as required herein, the Lenders will reimburse and indemnify Agents for and against any and all liabilities, obligations, losses, damages, claims, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or

nature whatsoever which may be imposed on, incurred by, or asserted against Agents, acting pursuant hereto in such capacity in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by

Agents under this Agreement or any of the other Loan Documents, in proportion to each Lender’s Aggregate Pro Rata Share of the Total Commitment and the aggregate principal amount of all Term Loans outstanding hereunder; provided, however, that

no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, claims, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful

misconduct as determined in a final non-appealable judgment by a court of competent jurisdiction. The obligations of the Lenders under this Section 11.5 shall survive the payment in

full of the Loans and the termination of this Agreement.

For purposes hereof, “Aggregate Pro Rata Share” means, when

used with reference to any Lender and any described aggregate or total amount, an amount equal to the result obtained by multiplying such desired aggregate or total amount by a fraction the numerator of which shall be the aggregate principal amount

of such Lender’s Revolving Loans and Term Loans and the denominator of which shall be the aggregate of all of the Loans outstanding hereunder.

11.6 Administrative Agent In Its Individual Capacity. With respect to its Loans and Commitments (and its Pro Rata Share thereof), Agent

shall have and may exercise the same rights and powers hereunder and are subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or holder of Obligations. The terms “Lenders,”

“holder of Obligations,” “Required Lenders,” or “Majority Lenders” or any similar terms shall, unless the context clearly otherwise indicates, include Agents in their individual capacity as a Lender, one of the

Required Lenders, one of the Majority Lenders, or a holder of Obligations. Agent may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with Company or any Subsidiary or affiliate of Company as

if it were not acting as the Administrative Agent hereunder or under any other Loan Document, including, without limitation, the acceptance of fees or other consideration for services without having to account for the same to any of the Lenders.

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11.7 Notice of Default. Agent shall not be deemed to have knowledge or notice of the

occurrence of any Event of Default or Unmatured Event of Default hereunder unless Agent has received written notice from a Lender or a Borrower referring to this Agreement describing such Event of Default or Unmatured Event of Default and stating

that such notice is a “notice of default.” In the event that Agent receives such a notice, Agent shall give prompt notice thereof to the Lenders.

11.8 Holders of Obligations. Agent may deem and treat the payee of any Obligation as reflected on the books and records of Agent as the

owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed with Agent pursuant to Section 12.8(c). Any request, authority or consent of any Person

who, at the time of making such request or giving such authority or consent, is the holder of any Obligation shall be conclusive and binding on any subsequent holder, transferee or assignee of such Obligation or of any Obligation or Obligations

granted in exchange therefor.

11.9 Resignation by the Administrative Agent.

(a) The Administrative Agent may resign from the performance of all its functions and duties hereunder at any time by giving 30 Business

Days’ prior written notice to the Administrative Borrower and the Lenders. Such resignation shall take effect upon the acceptance by a successor Administrative Agent of appointment pursuant to clauses (b) and (c) below or as

otherwise provided below.

(b) Upon any such notice of resignation, the Required Lenders shall have the right to appoint a successor

Administrative Agent who shall be satisfactory to the Administrative Borrower and shall be an incorporated bank or trust company.

a successor Administrative Agent shall not have been so appointed within said 30 Business Day period, the Administrative Agent, with the consent of the Administrative Borrower, may (but shall not be obligated to) then appoint a successor

Administrative Agent who shall serve as the Administrative Agent until such time, if any, as the Required Lenders, with the consent of the Administrative Borrower, appoint a successor Administrative Agent as provided above.

(d) Whether or not a successor Administrative Agent has been appointed pursuant to clause (b) or (c) by the 30th Business Day (or

such earlier day as shall be agreed by the Required Lenders) after the date such notice of resignation was given by the Administrative Agent, Agent’s resignation shall become effective (the “Resignation Effective Date”) and

the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders, with the consent of the Administrative Borrower, appoint a successor Administrative Agent as

provided above.

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(e) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to

clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Administrative Borrower and such Person remove such Person as Administrative Agent and,

with the consent of the Administrative Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the

Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(f) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed

Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all

payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each Issuing Bank directly, until such time, if any, as the Required Lenders appoint a

successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties

of the retiring (or removed) Administrative Agent (other than as provided in Section 4.7(f) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the

Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already

discharged therefrom as provided above in this Section 11.9). The fees payable by the Administrative Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed

between the Administrative Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article XI and

Section 12.4 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Representatives in respect of any actions

taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity

hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent

11.10 [Reserved].

11.11

The Lead Arrangers; Bookrunners; Co-Documentation Agents and Syndication Agents. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Lead

Arrangers and Bookrunners, Co-Documentation Agents and Syndication Agents are named as such for recognition purposes only, and in their respective capacities as such shall have no powers, duties,

responsibilities or liabilities with respect to this Agreement or the other Loan Documents or the transactions contemplated hereby and thereby; it being understood and agreed that the Lead Arrangers and Bookrunners and

Co-Documentation Agents and Syndication Agents shall be entitled to all indemnification and reimbursement rights in favor of “Agents” as provided for under

Section 11.5. Without limitation of the foregoing, none of the Lead Arrangers and Bookrunners and Co-Documentation Agents and Syndication Agents shall, solely by reason of this

Agreement or any other Loan Documents, have any fiduciary relationship in respect of any Lender or any other Person.

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11.12 Delegation of Duties. The Administrative Agent may perform any and all of 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 and all of its duties and exercise its rights and powers by or through their respective Representatives. The exculpatory provisions of this Article XI shall apply

to any such sub-agent and to the Representatives 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 non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of

such sub-agents.

11.13 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, the Collateral Agent, each Bookrunner and each Lead Arranger and not, for the avoidance of doubt,

to or for the benefit of the Borrowers or any other Credit Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one

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

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a

class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),

PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions

involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect

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

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the

meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans,

the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments

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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, the Collateral Agent, each Bookrunner and each Lead Arranger and not, for the avoidance of doubt, to or for the benefit of a Borrower or any other Credit Party, that none of the

Administrative Agent, the Collateral Agent, the Bookrunners or the Lead Arrangers is 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 Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent, the Collateral Agent, each Bookrunner and each Lead Arranger under this Agreement,

any Loan Document or any documents related hereto or thereto).

11.14 Recovery of Erroneous Payments. Without limitation of any

other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party, whether or not in respect of an Obligation due and owing by any Borrower at such time, where such payment is

a Rescindable Amount, then in any such event, each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent, within two (2) Business Days of receipt thereof, the Rescindable Amount received by

such Lender Recipient Party in Same Day Funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at

the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender Recipient Party irrevocably waives any and all defenses, including any

“discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The

Administrative Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount.

11.15 Non-Reliance on the Administrative Agent, the Lead Arrangers, the Issuing Banks and the other

Lenders. Each Lender and each Issuing Bank expressly acknowledges that none of the Administrative Agent nor the Lead Arrangers have made any representation or warranty to it, and that no act by the Administrative Agent or any Arranger hereafter

taken, including any consent to, and acceptance of any assignment or review of the affairs of any Credit Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent

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or any Arranger to any Lender or each Issuing Bank as to any matter, including whether the Administrative Agent or the Lead Arrangers have disclosed material information in their (or their

Related Parties’) possession. Each Lender and each Issuing Bank represents to the Administrative Agent and the Lead Arrangers that it has, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender

or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other

condition and creditworthiness of the Credit Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend

credit to the Borrowers hereunder. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender or any of their Related Parties and based on

such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and 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, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of

the Credit Parties. Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the

ordinary course and is entering into this Agreement as a Lender or Issuing Bank for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, and

not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender and each Issuing Bank represents and

warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person

exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

11.16 Administrative Agent May File Proofs of Claim; Credit Bidding. In case of the pendency of any proceeding under any Debtor Relief

Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or LC Obligations 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 Company) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) to file and prove a claim for the whole amount of the principal and

interest owing and unpaid in respect of the Loans, LC Obligations 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 for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the

Lenders, the Issuing Banks and the Administrative Agent under Sections 2.3(g), 3.2 and 12.4) allowed in such judicial proceeding; and(b) to collect and receive any monies or other property

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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 judicial

proceeding is hereby authorized by each Lender and each Issuing Bank 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 and the

Issuing Bank, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under

Sections 3.2 and 12.4.

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 any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any Issuing Bank to authorize the

Administrative Agent to vote in respect of the claim of any Lender or any Issuing Bank in any such proceeding.

The Secured Creditors

hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the 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 of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Credit Party is subject, (b) at any other sale or

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 Creditors shall be entitled to be, and shall be, credit bid 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 would 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) in the asset or assets so

purchased (or in the Capital Stock or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more

acquisition vehicles to make a bid, (ii) 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 Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on

actions by the Required Lenders contained in Section 12.1 of this Agreement), (iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the

Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Capital Stock and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit

bid, all without the need for any Secured Creditor or acquisition vehicle to take any further action, and (iv) 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

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of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Capital Stock and/or debt instruments issued by any

acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Creditor or any acquisition vehicle to take any further action.

ARTICLE XII

MISCELLANEOUS

12.1 No Waiver; Modifications in Writing.

(a) No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or remedy hereunder or under any

other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies

provided for herein or in any other Loan Document are cumulative and are not exclusive of any remedies that may be available to the Administrative Agent or any Lender at law or in equity or otherwise. Subject to clauses (b)

and (c) below and except as otherwise provided by the terms of this Agreement and the other Loan Documents, neither this Agreement or any other Loan Document nor any terms hereof or thereof may be amended, modified, supplemented,

waived, discharged, terminated or otherwise changed unless such amendment, modification, supplement, waiver, discharge, termination or other change is (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered

into by the Administrative Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) or (ii) in the case of any other Loan Document (other than any waiver, amendment or modification to effectuate

any modification thereto expressly contemplated by the terms of such other Loan Documents), pursuant to an agreement or agreements in writing entered into by the Administrative Agent or the Collateral Agent, as applicable and to the extent such

agent is a party thereto, and each Credit Party that is party thereto, with the consent of the Required Lenders; provided that no such amendment, modification, supplement, waiver, discharge, termination or other change shall, without the

consent of each Lender that would be directly and adversely affected thereby:

(i) extend the final scheduled maturity of

any Loan or Note of such Lender, extend the stated maturity of any Letter of Credit issued under any Facility beyond the Maturity Date of such Facility (it being understood that only Lenders under such Facility would be directly and adversely

affected by such extension), reduce the rate or extend the time of payment of interest or fees due to such Lender (in each case, except for (x) waivers of Default Rate interest, amendments, modifications, changes, or waivers of

Article IX or defined terms used in any financial ratio or other calculations in this Agreement that result in a decrease in the applicable interest rates and fees, and (y) amendments entered into pursuant to

Section 3.8), reduce the principal amount of any Loan of such Lender or extend the scheduled time of payment of any such principal, interest or fees due (it being understood that the waiver of any mandatory prepayment shall

not constitute a postponement of any date scheduled for the payment of principal, interest or fees) to such Lender or reduce the amount of any other amounts payable to such Lender hereunder or under any other Loan Document or extend the expiration

date of any Commitment of such Lender,

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(ii) release Guarantors representing all or substantially all of the value

of the Guarantee Obligations or all or substantially all of the Collateral (except as expressly provided herein or in any other Loan Document or pursuant to any intercreditor agreement or arrangement or in the Security Documents),

(iii) amend, modify or waive any provision of this Section 12.1 (except for technical amendments,

modifications, supplements or other changes with respect to additional facilities, replacement loans or commitments, extensions of the maturity date, or the designation or removal of Other Borrowers, pursuant to

Sections 2.9, 2.12, 2.13, 2.14 or 2.15 that, except as otherwise not restricted under such Sections, afford the protections to such additional extensions of credit of the type provided to the

applicable Loans of such Lender on the Closing Date or, in the case of Other Borrowers, add or remove provisions related to the jurisdictions in which such Persons are organized as agreed by the Administrative Agent and the Administrative Borrower)

or reduce any percentage specified in, or otherwise amend, the definition of “Required Lenders,”

(iv) Except

as provided in (D) below, and except for technical amendments with respect to additional facilities, replacement loans or commitments, or extensions of the maturity date pursuant to Section 2.9, 2.12,

2.13 or 2.14, and except as otherwise permitted under this Agreement, without the prior written consent of each Lender directly affected thereby, (i) modify Section 2.11 or the payment waterfall set forth

in the third to last paragraph of Section 10.1 in a manner that would have the effect of altering the ratable reduction of Commitments, pro rata payments or pro rata sharing of payments otherwise required hereunder,

(ii) subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness or other obligation or (iii) subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing

any other Indebtedness or other obligation (in the case of clauses (ii) and (iii), except (x) as otherwise permitted in this Agreement or in any other Loan Document, including pursuant to Article XI or

Sections 12.10 or 12.19 hereof or pursuant to any intercreditor agreement or arrangement or (y) pursuant to any

debtor-in-possession financing to be provided under Section 364 of the Bankruptcy Code or pursuant to any analogous financing under any other Debtor Relief Laws),

(v) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement

(except assignments or transfers described in Section 2.15 or Section 8.3, or as otherwise expressly permitted in any Loan Document),

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provided, further, that no such amendment, modification, supplement, waiver, discharge,

termination or other change shall:

(A) increase the Commitments of any Lender over the amount thereof then in effect

without the consent of such Lender (it being understood that amendments, waivers, supplements, modifications of, or changes to, the definition of “Available Multicurrency Revolver Sublimit,” “Available USD Revolver Sublimit,”

“Multicurrency Revolver Sublimit,” “USD Revolver Sublimit,” any other sublimit applicable to any Facility, Schedule 1.1(c), Applicable LC Sublimit, Applicable Multicurrency LC Sublimit, Applicable

USD LC Sublimit, any other sublimit applicable to Letters of Credit, Schedule 1.1(g), conditions precedent, representations, warranties, covenants, Events of Default or Unmatured Events of Default shall not constitute an

increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender),

(B) without the consent of each Issuing Bank that has issued an outstanding Letter of Credit, amend, modify or waive any

provision of Section 2.10 or alter such Issuing Bank’s rights or obligations with respect to Letters of Credit,

Article XI as the same applies to the rights or obligations of the Administrative Agent or the Collateral Agent or (y) any other provision under this Agreement or any other Loan Document as the same relates to the

rights or obligations of the Administrative Agent or the Collateral Agent,

(D) without the consent of the Majority Lenders

of each Facility that is being allocated a lesser prepayment, repayment or commitment reduction, alter the required application of any prepayments or repayments (or commitment reduction) as between such Facilities pursuant to

clause (i)(2) of the first sentence of Section 4.5(a) and the second and third sentence of Section 4.5(a) (in each case except for technical amendments with

respect to additional facilities, replacement loans or commitments, or extensions of the maturity date pursuant to Sections 2.9, 2.12, 2.13 or 2.14) (although the Required Lenders may waive in whole or

in part, any such prepayment, repayment or commitment reduction so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered),

(E) [reserved],

(F) without the consent of each Revolving Lender under any Revolving Facility (other than a Defaulting Lender) with Obligations

under such Facility directly and adversely affected thereby, amend the definition of “Multicurrency Revolver Pro Rata Share,” “Revolver Pro Rata Share” or “USD Revolver Pro Rata Share” (in each case except for

technical amendments with respect to additional facilities, replacement loans or commitments, or extensions of the maturity date pursuant to Sections 2.9, 2.12 or 2.14),

(G) without the consent of each Lender under each Facility directly and adversely affected thereby, amend the definition of

“Majority Lenders,”

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(H) [reserved],

(I) without the consent of the Majority Lenders of the Multicurrency Revolving Facility, amend the definition of

“Multicurrency Revolver Sublimits” or Schedule 1.1(c), in each case except as provided in Section 2.15 or otherwise in accordance with the terms of this Agreement, and except for

technical amendments with respect to additional facilities, replacement loans or commitments, or extensions of the maturity date pursuant to Sections 2.9, 2.12 or 2.14,

(J) without the consent of the Majority Lenders of the USD Revolving Facility, amend the definition of “USD Revolver

Sublimits” or Schedule 1.1(c), in each case except as provided in Section 2.15 or otherwise in accordance with the terms of this Agreement, and except for technical amendments with respect to

additional facilities, replacement loans or commitments, or extensions of the maturity date pursuant to Sections 2.9, 2.12 or 2.14,

(K) [reserved],

(L) modify or change Section 10.1 in a manner that would alter the order of application of payments

received required thereby without the written consent of each Lender directly and adversely affected thereby,

(M) change

the currency in which any Loan is denominated without the written consent of each Lender holding such Loans, or

(N) amend

the definition of “Alternative Currency” or “Agreed Alternative Currency” in a manner that would add currencies to such definitions without the written consent of each Lender that is obligated to make Loans or other credit

extensions to any Borrower in Alternative Currencies; provided that (x) the designation of a currency as an Agreed Alternative Currency pursuant to the terms of such definition shall not constitute an amendment for purposes of this

clause (N) and (y) amendments may be made to this Agreement to implement Agreed Alternative Currency Benchmark Modifications in accordance with Section 2.8 and shall not constitute an amendment for purposes of

this clause (N),

provided that any provision of this Agreement may be amended, modified, supplemented, waived, discharged, terminated or

otherwise changed by an agreement in writing signed by the respective Credit Parties party thereto, the Required Lenders (measured after giving effect to such amendment, supplement, waiver, discharge, termination or change) and the Administrative

Agent if (x) by the terms of such agreement all Commitments of each Lender not consenting to the actions therein shall terminate upon the effectiveness of such agreement and (y) at the time such agreement becomes effective, each Lender not

consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other Obligations owing to it or accrued for its account under this Agreement (other than any (x) contingent indemnification

obligations with respect to which no claim has been made, (y) Obligations under any Cash Management Agreement

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or Swap Contract, and (z) Letters of Credit to the extent cash collateralized, or subject to a back-to-back

letter of credit or other arrangement, in each case in form and substance reasonably acceptable to the Issuing Bank for such Letter of Credit). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or

disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any

Defaulting Lender shall be excluded from a vote of the Lenders hereunder requiring any consent of the Lenders) and no such amendment, waiver or consent may disproportionately adversely affect such Defaulting Lender as compared with the other Lenders

without such disproportionately affected Defaulting Lender’s consent.

(b) Notwithstanding the foregoing, upon the execution and

delivery of all consents or other documentation required to be delivered pursuant to the definition of “Applicable Multicurrency LC Sublimit,” “Applicable USD LC Sublimit,” “Multicurrency Revolver Sublimit,”

“USD Revolver Sublimit,” Sections 2.9, 2.12, 2.13, 2.14, 2.15 or 3.8 as applicable, or any other definition of provision in any Loan Document that specifies the Persons (and/or

percentages of interests held by such Persons) required to consent to an amendment, supplement or other change thereto, this Agreement or such Loan Document (and/or the applicable annex, schedule or exhibit thereto) shall be deemed amended without

further action or consent by any Lender or any other Person to reflect the terms of such amendment, supplement or other change, as applicable, including, to the extent applicable, any new Lenders, the removal of any Lenders, the addition and removal

of Other Borrowers, and the terms of any Additional Facility, Replacement Term Loans, Replacement Revolving Loans, Replacement Revolving Commitments, and any new Maturity Date.

Administrative Borrower shall have jointly identified an obvious error or any error, defect or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Administrative

Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within 5

Business Days following receipt of notice thereof.

12.2 Further Assurances. Company and each Borrower agrees, and agrees to cause

each Credit Party, to do such further acts and things and to execute and deliver to the Administrative Agent such additional agreements, powers and instruments (including the filing and recording of financing statements), as the Administrative Agent

may reasonably require or reasonably deem advisable to carry into effect the purposes of this Agreement or any of the Loan Documents or to better assure and confirm unto the Administrative Agent its rights, powers and remedies hereunder or

thereunder or, subject to the terms and conditions of Section 7.12, the Agreed Guaranty and Security Principles and the limitations in the Security Documents, to grant, preserve, protect, and perfect the validity and

priority of the security interests created or intended to be created by the applicable Security Documents.

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12.3 Notices, Delivery Etc. (a) Except where telephonic instructions or

notices are authorized herein to be given, all notices, demands, instructions and other communications required or permitted to be given to or made upon any party hereto or any other Person shall be in writing and shall be personally delivered or

sent by registered or certified mail, postage prepaid, return receipt requested, or by a reputable overnight or courier delivery service, or by prepaid telex or facsimile or electronic mail, and shall be deemed to be given for purposes of this

Agreement on the third day after deposit in registered or certified mail, postage prepaid, and otherwise on the date that such writing is delivered or sent to the intended recipient thereof, or in the case of notice delivered by telecopy or

electronic mail, upon completion of transmission (subject to clauses (b) and (c) below), all in accordance with the provisions of this Section 12.3; provided that if such notice or other communication is sent

after 5:00 p.m. (New York City time), such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. Unless otherwise specified in a notice sent or delivered in accordance

with the foregoing provisions of this Section 12.3, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses (or to their

respective facsimile numbers or electronic mail addresses) indicated (i) in the case of any Lender, in such Lender’s administrative questionnaire most recently delivered to the Administrative Agent, (ii) in the case of any Assignee,

in its Assignment and Assumption Agreement, (iii) in the case of any Borrower or the Administrative Agent or the Collateral Agent, on Schedule 12.3 hereto and, in the case of telephonic instructions or notices, by

calling the telephone number or numbers indicated for such party on such administrative questionnaire, such Assignment and Assumption Agreement or Schedule 12.3, as the case may be.

(b) Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by electronic communication

(including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or

any Issuing Banks pursuant to this Section 12.3 if such Lender or such Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under this

Section 12.3 by electronic communication. The Administrative Agent, any Swing Line Lender, any Issuing Bank, Company or the Administrative Borrower may each, 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.

(i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return

receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is sent after 5:00 p.m. (New York City time),

such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the

deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address

therefor. Each Credit Party and Lender hereunder agrees to notify the Administrative Agent in writing promptly of any change to the notice information provided above.

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(d) THE PLATFORM IS PROVIDED “AS IS” AND

“AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN

OR OMISSIONS FROM THE BORROWER MATERIALS. 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 ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Representatives (collectively, the

“Agent Parties”) have any liability to any Borrower, any Lender, any Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the

Company’s, any Credit Party’s or the Administrative Agent’s transmission of information or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

12.4 Costs and Expenses; Indemnification.

(a) Generally. The Administrative Borrower agrees to pay or cause to be paid promptly upon request by the Administrative Agent

(i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, execution and

delivery and syndication of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein (provided that notwithstanding anything herein to the contrary, the Administrative Borrower shall be

responsible for the fees and expenses of only one counsel to the Administrative Agent and one additional local counsel in each jurisdiction where applicable in connection with the preparation and negotiation of the Loan Documents executed on the

Closing Date or required to be executed or delivered pursuant to Section 7.12 unless the Administrative Borrower otherwise agrees) and any amendment, waiver, consent relating hereto or thereto or other modifications of (or

supplements to) any of the foregoing, including without limitation, the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent and the

Collateral Agent, local and foreign counsel to the Administrative Agent and the Collateral Agent relative thereto, and independent public accountants and other outside experts retained by the Administrative Agent or the Collateral Agent in

connection with the administration of this Agreement and the other Loan Documents, and all reasonable search fees, and expenses, filing and recording fees and (ii) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Issuing Banks and the Lenders, if any, in connection with the enforcement of this Agreement, any of the Loan Documents or any other agreement

furnished pursuant hereto or thereto or in connection herewith or therewith (provided that notwithstanding anything herein to the contrary, the Administrative Borrower shall be responsible for the fees and expenses of only one primary counsel

and one local counsel in each jurisdiction where applicable for the Administrative Agent, the Issuing Banks and the Lenders, taken as a whole, plus one additional counsel where necessary in the event of a conflict of interest). The Administrative

Borrower acknowledges that the Administrative Agent, the Collateral Agent, the Issuing Banks, the Lenders and the Lead Arrangers may receive a benefit, including without limitation, a discount, credit or other accommodation, from any such counsel

based on the fees such counsel may receive on account of their relationship with the Administrative Agent, the Collateral Agent, the Issuing Banks, the Lenders and/or the Lead Arrangers, including, without limitation, fees paid pursuant hereto.

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(b) Other Fees and Expenses. Any portion of the foregoing fees, costs and expenses

which remains unpaid more than 30 days following the Administrative Agent’s, Collateral Agent’s, any Issuing Bank’s or any Lender’s statement and the due date thereof shall bear interest from the date of such due date at the

Default Rate.

Bookrunners, the Co-Documentation Agents, the Syndication Agents, the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender and each partner, director, officer, employee, agent,

attorney and Affiliate of the Administrative Agent, the Collateral Agent and each Lender (each such Person an “Indemnified Person” and collectively, the “Indemnified Persons”) from and against all losses,

claims, damages, obligations (including removal or remedial actions), reasonable expenses or liabilities (excluding Taxes other than Taxes that represent claims, demands, liabilities, damages, losses, costs, charges and expenses arising from a non-Tax claim) (including the reasonable and documented fees and out-of-pocket expenses of counsel for any Indemnified Person, subject

to the limitations described below regarding representation and number of counsel) to which such Indemnified Person may become subject, insofar as such losses, claims, damages, penalties, obligations (including removal or remedial actions),

reasonable expenses or liabilities (or actions, suits or proceedings including any investigation or claims in respect thereof (whether or not the Administrative Agent or any Lender is a party thereto)) arise out of, in any way relate to, or result

from the transactions contemplated by this Agreement or any of the other Loan Documents or the exercise of any right or remedy provided for herein or in any other Loan Document; provided, however, that:

(i) no Indemnified Person shall have the right to be so indemnified hereunder for any loss, claim, damage, penalties,

obligations, expense or liability to the extent it (A) arises or results from the bad faith, gross negligence or willful misconduct of such Indemnified Person or such Indemnified Person’s partner, director, officer, employee, agent,

attorney or controlled Affiliate or from such Indemnified Person’s (or such Indemnified Person’s partner’s, director’s, officer’s, employee’s, agent’s, attorney’s or controlled Affiliate’s)

material breach of its obligations under this Agreement as determined in a final non-appealable judgment by a court of competent jurisdiction or (B) arises out of a dispute solely among Indemnified

Persons (and not involving the Administrative Agent or the Collateral Agent or any Lead Arranger, Bookrunner, Co-Documentation Agent, Syndication Agent, any of the foregoing’s Affiliates or any other

person appointed in such capacity, in each case acting in such capacity) and not resulting from any act or omission by Company or any of its Affiliates; and

(ii) nothing contained herein shall affect the express contractual obligations of the Lenders to Borrowers contained herein.

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If any action, suit or proceeding arising from any of the foregoing is brought against the

Administrative Agent, the Collateral Agent, any Issuing Bank, any Lender or any other Person indemnified or intended to be indemnified pursuant to this Section 12.4, the Administrative Borrower will, if requested by the

Administrative Agent, the Collateral Agent, any Lender or any such Indemnified Person, resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel reasonably satisfactory to the Person or Persons

indemnified or intended to be indemnified. The Indemnified Persons shall, unless the Administrative Agent, the Collateral Agent, an Issuing Bank, a Lender or other Indemnified Person has made the request described in the preceding sentence

and such request has been complied with, have the right to employ their own counsel (or (but not as well as) staff counsel) to investigate and control the defense of any matter covered by such indemnity and the reasonable fees and out-of-pocket expenses of such counsel shall be at the expense of the indemnifying party; provided, however, that in any one action or separate but similar or

related actions in the same jurisdiction arising out of the same general allegations or circumstances, the Administrative Borrower shall not be liable for reasonable fees and

out-of-pocket expenses of more than one counsel (in addition to any local counsel), which counsel shall be designated by the Administrative Agent provided,

further, however, that each Indemnified Person shall have the right to employ separate counsel in any such inquiry, action, claim or proceeding and to control the defense thereof, and the reasonable fees and out-of-pocket expenses of such counsel shall be at the expense of the Administrative Borrower if (i) the Administrative Borrower shall have agreed in writing to pay such

reasonable fees and out-of-pocket expenses or (ii) such Indemnified Person shall have notified the Administrative Borrower that it has been advised by counsel that

there may be one or more legal defenses available to such Indemnified Person that are different from or additional to those available to the other Indemnified Persons and that such common representation would adversely impact the adequacy of the

proposed representation. Excluding any losses, costs, liabilities or damages arising out of the gross negligence or willful misconduct of any Indemnified Person as determined by a court of competent jurisdiction in a final non-appealable judgment, the Administrative Borrower agrees to indemnify and hold each Indemnified Person harmless from all loss, reasonable and documented out-of-pocket cost (including the reasonable and documented fees and out-of-pocket expenses of counsel for any Indemnified

Person, subject to the limitations described above regarding representation and number of counsel), liability and damage whatsoever incurred by any Indemnified Person by reason of any violation of any Environmental Laws or Environmental Permits or

for the Release or threatened Release of any Hazardous Material by Company or any of its Subsidiaries or which occurred at or migrated from any property currently or formerly owned, leased or operated by or on behalf of Company or any of its

Subsidiaries, or by reason of the imposition of any Environmental Lien or which occurs by a breach of any of the representations, warranties or covenants relating to environmental matters contained herein; provided that with respect to any

liabilities arising from acts or failure to act for which Company or any of its Subsidiaries is strictly liable under any Environmental Law or Environmental Permit, the Administrative Borrower’s obligation to each Indemnified Person under this

indemnity shall likewise be without regard to fault on the part of Company or any such Subsidiary. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, the Collateral Agent, any Lender or other Indemnified

Person as set forth in this Section 12.4 may be unenforceable because it is violative of any law or public policy, the Administrative Borrower shall make the maximum contribution to the payment and satisfaction of each of

the indemnified liabilities which is permissible under applicable law. The obligations of the Administrative Borrower under this Section 12.4 shall survive the termination of this Agreement and the discharge of the

Administrative Borrower’s other Obligations hereunder.

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(d) To the extent permitted by applicable law, no party hereto, no Indemnified Person, and

no Credit Party or any Affiliate of any Credit Party, shall assert, and each hereby waive, any claim against any party hereto, Indemnified Person, or Credit Party or any Affiliate of any Credit Party, on any theory of liability, for indirect,

special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract,

tort or duty imposed by any applicable legal requirement) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or

thereby, or any Loan or Letter of Credit, or, in each case, the use of the proceeds thereof; provided that nothing contained in this sentence shall limit Company’s indemnification obligations to the extent set forth above to the extent

such indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) are included in any third party claim in connection with which such Indemnified

Person is entitled to indemnification hereunder.

(e) Foreign Exchange Indemnity; Judgment Currency. If any sum due from any

Borrower under this Agreement or any order or judgment given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable hereunder or under such order or judgment into

another currency (the “second currency”) for the purpose of (i) making or filing a claim or proof against any Borrower with any Governmental Authority or in any court or tribunal, or (ii) enforcing any order or judgment

given or made in relation hereto, the Administrative Borrower shall indemnify and hold harmless each of the Persons to whom such sum is due from and against any loss actually suffered as a result of any discrepancy between (a) the rate of

exchange used to convert the amount in question from the first currency into the second currency, and (b) the rate or rates of exchange at which such Person, acting in good faith in a commercially reasonable manner, purchased the first currency

with the second currency after receipt of a sum paid to it in the second currency in satisfaction, in whole or in part, of any such order, judgment, claim or proof. The foregoing indemnity shall constitute a separate obligation of the Administrative

Borrower distinct from its other obligations hereunder and shall survive the giving or making of any judgment or order in relation to all or any of such other obligations. Notwithstanding the foregoing, payments of principal and interest on Loans

denominated in Dollars or any Alternative Currency, as the case may be, shall be made in Dollars or such Alternative Currency as the case may be. If the amount of the 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 applicable Borrower (or to any other Person who may be entitled thereto under applicable law).

12.5 Confirmations. Each Borrower and each holder of any portion of the Obligations agrees from time to time, upon written request

received by it from the other, to confirm to the other in writing (with a copy of each such confirmation to the Administrative Agent) the aggregate unpaid principal amount of the Loan or Loans and other Obligations then outstanding.

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12.6 Adjustment; Setoff.

(a) If any lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans of any class, or

interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 10.1(e) or

Section 10.1(f) hereof, or otherwise) in a greater proportion than any such payment to and collateral received by any other Lender in respect of such other Lender’s Loans of such class or interest thereon, such

Benefited Lender shall purchase for cash from the other Lenders of such class such portion of each such other Lender’s Loans of such class, or shall provide such other Lenders of such class with the benefits of any such collateral, or the

proceeds thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each Lender of such class; provided, however, that (i) if all or any

portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and (ii) any

such collateral owned by a Foreign Subsidiary or the proceeds thereof shall not be paid in respect of Loans of such class or other Obligations of such class of any Domestic Subsidiary. Each Borrower agrees that each Lender of such class so

purchasing a portion of another Lender’s Loans of such class may exercise all rights of payment (including, without limitation, rights of setoff) with respect to such portion as fully as if such Lender of such class were the direct holder of

such portion. Notwithstanding the foregoing, the provisions of this Section 12.6(a) shall not be construed to apply to (i) any payment made by a Borrower pursuant to and in accordance with the express terms of this

Agreement or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or LC Obligations to any assignee or participant.

(b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to

Borrowers, any such notice being expressly waived by Borrowers, upon the occurrence and during the continuance of an Event of Default, to setoff and apply against any Obligations, whether matured or unmatured, of Company or any Credit Party to such

Lender, any amount owing from such Lender to Company or Credit Party, at or at any time after, the happening of any of the above-mentioned events, and the aforesaid right of setoff may be exercised by such Lender against Company or Credit Party or

against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receivers, administrator, administrative receiver, court appointed monitor or other similar official, or execution, judgment or attachment creditor of

Company or Credit Party, or against anyone else claiming through or against, Company or Credit Party or such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receivers, administrator, administrative receiver, court

appointed monitor or other similar official, or execution, judgment or attachment creditor, notwithstanding the fact that such right of setoff shall not have been exercised by such Lender prior to the making, filing or issuance, or service upon such

Lender of, or of notice of, any such petition, assignment for the benefit of creditors, appointment or application for the appointment of a receiver, administrator, administrative receiver, court appointed monitor or other similar official, or

issuance of execution, subpoena, order or warrant. Each Lender agrees promptly to notify Company and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not

affect the validity of such setoff and application and provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the

Administrative Agent for further application in accordance with the provisions of Section 4.1(b) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the

benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it

exercised such right of setoff.

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payments and such payment or payments, or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver, administrator, administrative receiver, court

appointed monitor or other similar official, or any other party under any bankruptcy act, state or federal law, common law, rule, regulation or equitable cause in any jurisdiction, then to the extent of such payment or repayment, the Indebtedness to

the Lenders or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said payment or payments had not been made.

12.7 Execution in Counterparts; Electronic Execution of Assignments. This Agreement may be executed in any number of counterparts and

by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. The

words “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including, without

limitation, Assignment and Assumption Agreement, amendments or other modifications, waivers and consents) 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.

12.8 Binding Effect; Assignment; Addition and Substitution of Lenders.

(a) This Agreement shall be binding upon, and inure to the benefit of, the Borrowers, the Administrative Agent, the Collateral Agent, the

Lenders, the Issuing Banks, all future holders of the Notes and their respective successors and assigns; provided, however, that (i) except as permitted by Section 2.15,

Section 8.3 or otherwise permitted pursuant to the terms of any Loan Document, no Borrower may assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or

otherwise) without the prior written consent of the Lenders and the Administrative Agent and (ii) no Lender may assign or otherwise transfer any of its rights or obligations hereunder except in accordance with this

Section 12.8.

(b) Each Lender may at any time sell to one or more banks or other entities

(“Participants”) participating interests in all or any portion of its Commitments and Loans or participation in Letters of Credit or any other interest of such Lender hereunder (in respect of any Lender, its “Credit

Exposure”). In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance

thereof, and Borrowers and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. At the time of the sale of a

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participating interest, the Lender transferring the interest (i) shall cause the Participant to provide the forms required, and cooperate with the relevant Credit Party as required, under

Section 4.7(f), if applicable, as if such Participant became a Lender on the date of the sale and (ii) shall, if required under applicable law, deliver revised forms in accordance with

Section 4.7(f) reflecting the portion of the interest sold and the portion of the interest retained and (iii) shall sell such participation in accordance with the terms of this Agreement. Further, the Participant shall

be subject to the obligations of Section 3.6 and Section 4.7 as if such Participant was a Lender. Each Borrower agrees that if amounts outstanding under this Agreement or any of the Loan Documents

are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence and during the continuance of an Event of Default, each Participant shall be deemed to have the right of setoff in respect of its participating

interest in amounts owing under this Agreement and the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any other Loan Document; provided,

however, that such right of setoff shall be subject to the obligation of such Participant to share with the Lenders, and the Lenders agree to share with such Participant, as provided in Section 12.6. Each Borrower

also agrees that each Participant shall be entitled to the benefits of Section 3.6 and Section 4.7 with respect to its participation in the Loans outstanding from time to time, as if such

Participant becomes a Lender on the date it acquired an interest pursuant to this Section 12.8(b); provided that no participation shall be made to any Person under this section if, at the time of such participation,

the Participant’s benefits under Section 3.6 or Section 4.7 would be greater than the benefits that the participating Lender was entitled to under Section 3.6 or

Section 4.7 (and if any participation is made in violation of the foregoing, the Participant will not be entitled to the incremental amounts). Each Lender that sells a participation shall, acting solely for this purpose as

an agent of the applicable Borrower, maintain a register in its office in the United States on which it enters the name and address of each Participant and the principal amounts of (and stated interest on) each Participant’s interest in the

Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any

Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to

establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Proposed Treasury Regulations Section 1.163-5(b) (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the

Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for

maintaining a Participant Register. Each Lender agrees that any agreement between such Lender and any such Participant in respect of such participating interest shall not, except with the consent of the Administrative Agent and the applicable

Borrower, restrict such Lender’s right to approve or agree to any amendment, restatement, supplement or other modification to, waiver of, or consent under, this Agreement or any of the Loan Documents except to the extent that any of the

forgoing would (i) extend the final scheduled maturity of any Loan or Note in which such Participant is participating (it being understood that amending the definition of any Scheduled Term Repayment (other than to extend any payment beyond the

then-applicable Term Maturity Date), shall not constitute an extension of the final scheduled maturity of any Loan or Note) or extend the stated

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maturity of any Letter of Credit in which such Participant is participating beyond the applicable Revolver Termination Date, or reduce the rate or extend the time of payment of interest or fees

on any such Loan, Note or Letter of Credit (except in connection with (x) a waiver of applicability of any post-default increase in interest rates, (y) amendments or modifications of defined terms used in any financial ratio or other

calculations in this Agreement that result in a decrease of the applicable interest rates or fees or (z) amendments entered into pursuant to Section 3.6(b)(ii)) or reduce the principal amount thereof, or increase the

amount of the Participant’s participation over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, representations, warranties, Events of Default or Unmatured Events of

Default or of a mandatory reduction in Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any Participant if the Participant’s

participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under all

of the Security Documents (except as expressly provided in the Loan Documents) supporting the Loans and/or Letters of Credit hereunder in which such Participant is participating. Notwithstanding anything in this paragraph to the contrary, any Farm

Credit Lender that (A) has purchased a participation or sub-participation in the minimum amount of $5,000,000 on or after the Closing Date, (B) is, by written notice to the Administrative Borrower

and the Administrative Agent (“Voting Participant Notification”), designated by the selling Lender as being entitled to be accorded the rights of a Voting Participant hereunder (any Farm Credit Lender so designated being called a

“Voting Participant”) and (C) receives the prior written consent of the Administrative Borrower and the Administrative Agent to become a Voting Participant, shall be entitled to vote (and the voting rights of the selling

Lender shall be correspondingly reduced), on a dollar for dollar basis, as if such participant or sub-participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent,

or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (1) state the full name, as well as all contact information required of an Assignee in any

Administrative Questionnaire and (2) state the dollar amount of the participation or sub-participation purchased. Each Borrower and the Administrative Agent shall be entitled to conclusively rely on

information contained in notices delivered pursuant to this paragraph. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant in Schedule 12.8(b) hereto shall be a Voting Participant

without delivery of a Voting Participant Notification and without the prior written consent of the Borrowers and the Administrative Agent.

(c) Any Lender may at any time assign to one or more Eligible Assignees, including an Affiliate of such Lender (which Affiliate, in the case

of Credit Exposure under the Loans or Commitments, otherwise meets the definition of “Eligible Assignee”) (each an “Assignee”), all or any part of its Credit Exposure pursuant to an Assignment and Assumption Agreement;

provided that no assignment shall be made to any Person under this Section 12.8(c) if, at the time of such assignment, the Assignee’s benefits under Section 3.6 or

Section 4.7 would be greater than the benefits that the assigning Lender was entitled to under Section 3.6 or Section 4.7 (and if any assignment is made in violation of

the foregoing, the Assignee will not be entitled to the incremental amounts) and provided, further, that any assignment of all or any portion of any Lender’s Credit Exposure to an Assignee other than an Approved Fund, an

Affiliate of such Lender or another Lender, or in the case of a Lender that is a Fund, any Related Fund of any Lender

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(i) shall be an assignment of its Credit Exposure in an amount not less than the Dollar Equivalent of $5,000,000, (treating any Fund and its Related Funds as a single Eligible Assignee) (or

if less the entire amount of Lender’s Credit Exposure with respect to such Facility; provided that if such Lender and its Affiliates (or in the case of a Fund and its Related Funds) collectively hold Credit Exposure at least equal to

such minimum amounts, such Affiliates and/or Related Funds must simultaneously assign Credit Exposure such that the aggregate Credit Exposure assigned satisfies such minimum amount) and (ii) shall require (x) the prior written consent of

the Administrative Agent (not to be unreasonably withheld), (y) in the case of any Commitments or Loans, so long as no Event of Default under Section 10.1(a), 10.1(e) or 10.1(f) then exists and is

continuing, the prior written consent of the Administrative Borrower (not to be unreasonably withheld, delayed or conditioned); provided that the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall

object thereto by written notice to the Administrative Agent within 10 Business Days after having received notice thereof, and (z) solely in the case of an assignment under a Revolving Facility, each Issuing Bank under such Revolving Facility

(not to be unreasonably withheld); provided, further, that notwithstanding the foregoing limitations, any Lender may at any time assign all or any part of its Credit Exposure to any Approved Fund, Affiliate of such Lender or to any

other Lender (or in the case of a Lender which is a Fund, to any Related Fund of such Lender) so long as such Affiliate, other Lender or Related Fund is an Eligible Assignee. Upon execution of an Assignment and Assumption Agreement and the payment

of a nonrefundable assignment fee of $3,500 (provided that no such fee shall be payable upon assignments by any Lender which is a Fund to one or more Related Funds; provided, further, that (x) no Borrower shall in any event

be required to pay any portion of such fee unless a Borrower requests that a Lender be replaced pursuant to the provisions of Section 3.7 and (y) the Administrative Agent may waive the requirement to pay such

assignment fee in its sole discretion) in immediately available funds to the Administrative Agent at its Notice Address in connection with each such assignment, written notice thereof by such transferor Lender to the Administrative Agent and the

recording by the Administrative Agent of such assignment and the resulting effect upon the Loans and the Commitment of the assigning Lender and the Assignee, the Assignee shall, to the extent of such assignment, have the same rights, benefits and

obligations as it would have if it were a Lender hereunder and the holder of the Obligations (provided that Borrowers and the Administrative Agent shall be entitled to continue to deal solely and directly with the assignor Lender in

connection with the interests so assigned to the Assignee until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to Borrowers and the

Administrative Agent by the assignor Lender and the Assignee) and be required to acknowledge in writing to the Administrative Agent, if the Assignee has expressly assumed, for the benefit of Borrowers, some or all of the transferor Lender’s

obligations hereunder, such transferor Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption, and except as described above, no further consent or action by any Borrower, the Lenders or the

Administrative Agent shall be required. At the time of each assignment pursuant to this Section 12.8(c) to a Person which is not already a Lender hereunder, the respective Assignee shall provide to Borrowers and the

Administrative Agent the appropriate forms and certificates as provided, and cooperate with the relevant Credit Party as required under, Section 4.7(f), if applicable. Each Assignee shall take such Credit Exposure subject

to the provisions of this Agreement and to any request made, waiver or consent given or other action taken hereunder, prior to the receipt by the Administrative Agent and the Administrative Borrower of written notice of such transfer, by each

previous holder of such

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Credit Exposure. Such Assignment and Assumption Agreement shall be deemed to amend this Agreement and Schedule 1.1(a) hereto, to the extent, and only to the extent,

necessary to reflect the addition of such Assignee as a Lender and the resulting adjustment of all or a portion of the rights and obligations of such transferor Lender under this Agreement, the Maximum Commitment, the determination of its Pro Rata

Share of each Facility or Multicurrency Revolver Pro Rata Share, as the case may be (in each case, rounded to 12 decimal places), the Loans, any outstanding Letters of Credit and any new Notes, if requested, to be issued, at the applicable

Borrower’s expense, to such Assignee, and no further consent or action by any Borrower or the Lenders shall be required to effect such amendments.

(d) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time pledge or assign all or any portion of its

rights under this Agreement and the other Loan Documents (including, without limitation, the Notes held by it) to any Federal Reserve Bank in accordance with Regulation A of the Board or to any other central bank with jurisdiction over such

Lender without notice to, or the consent of, any Borrower; provided that no such pledge or assignment of a security interest under this Section 12.8(d) shall release a Lender from any obligations hereunder or

substitute any such pledgee or assignee for such Lender as a party hereto. Any Lender which is a fund may pledge all or any portion of its Notes or Loans to its trustee in support of its obligations to its trustee. No such pledge or assignment shall

release the transferor Lender from its obligations hereunder.

(e) [reserved].

(f) Notwithstanding anything to the contrary contained in this Section 12.8, no Lender may assign or sell

participations, or otherwise syndicate all or any portion of such lender’s interests under this Agreement or any other Loan Document to any Person who is a Restricted Party.

(g) [reserved].

(h) The

Administrative Agent shall have the right, and Company hereby expressly authorizes the Administrative Agent, to provide a list of Disqualified Institutions to each Lender requesting the same.

(i) The Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or

prospective Lender or Participant is an Ineligible Assignee or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Ineligible Assignee, except as a

result of the Administrative Agent’s gross negligence, willful misconduct, or breach of its material obligations hereunder or under any other confidentiality arrangement applicable to it pursuant to Section 12.18, in

each case as determined in a final non-appealable judgment by a court of competent jurisdiction.

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12.9 CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL; SERVICE

OF PROCESS.

(a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN ANY NEW

YORK STATE COURT SITTING IN NEW YORK CITY IN THE BOROUGH OF MANHATTAN OR IN THE FEDERAL COURT OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK CITY IN THE BOROUGH OF MANHATTAN AND IN ANY APPELLATE COURT FROM ANY THEREOF

AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HERETO FURTHER

IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY, AT ITS ADDRESS SET FORTH IN OR

IN ACCORDANCE WITH SECTION 12.3, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, ANY LENDER OR

THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH CREDIT PARTY IN ANY OTHER JURISDICTION.

(b) EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE

AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (A) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY

SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR JURISDICTION, INCLUDING WITHOUT LIMITATION THOSE REFERRED TO IN CLAUSE (A) ABOVE, IN RESPECT OF ANY MATTER ARISING OUT OF OR DIRECTLY

RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

12.10 Release of Collateral. The Collateral and any other collateral

security for the Obligation shall be released from any security interest or Lien created by the Loan Documents (i) in accordance with the provisions of Section 12.19(b) and (ii) at such time as no Commitment by

any Lender remains outstanding to any Borrower hereunder and upon payment in full of the Loans and other outstanding Obligations (other than any (x) contingent indemnification obligations with respect to which no claim has been made,

(y) Obligations under any Cash Management Agreement or Swap Contract, and (z) Letters of Credit to the extent cash collateralized, or subject to a back-to-back

letter of credit or other arrangement, in each case in form and substance reasonably acceptable to the Issuing Bank for such Letter of Credit); and the

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Administrative Agent, the Collateral Agent and the Lenders shall then deliver to Pledgors all Collateral and any other collateral held under the Loan Documents and related documents in the

custody or possession of such Person that has been released from the Liens of the Collateral Agent and, if reasonably requested by any Borrower, shall execute and deliver to such Borrower for filing in each office in which any financing statement

relative to such collateral, or any part thereof, shall have been filed, a termination statement or release, as applicable, under the Uniform Commercial Code or like statute in any other jurisdiction releasing the Administrative Agent’s or the

Collateral Agent’s interest therein, and such other documents and instruments as any Borrower may reasonably request, all without recourse upon, or warranty whatsoever by, the Administrative Agent or the Collateral Agent at the cost and

expense of the applicable Borrower; provided that, prior to taking any such action, the Administrative Agent shall be entitled to request from such Borrower, and shall be entitled to conclusively rely on without any further investigation, an

officer’s certificate reasonably acceptable in form and substance to the Administrative Agent.

12.11 GOVERNING LAW. THIS

AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED ON, ARISING OUT OF OR RELATING

THERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

12.12 Severability of

Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining

provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

12.13 Transfers of

Notes. In the event that the holder of any Note (including any Lender) shall transfer such Note, it shall immediately advise the Administrative Agent and Borrowers of such transfer in writing, and the Administrative Agent and Borrowers shall be

entitled conclusively to assume that no transfer of any Note has been made by any holder (including any Lender) unless and until the Administrative Agent and Borrowers shall have received written notice to the contrary. Except as otherwise provided

in this Agreement or as otherwise expressly agreed in writing by all of the other parties hereto, no Lender shall, by reason of the transfer of a Note or otherwise, be relieved of any of its obligations hereunder and any such transfer shall be in

accordance with the terms hereof and the other Loan Documents. Each transferee of any Note shall take such Note subject to the provisions of this Agreement and to any request made, waiver or consent given or other action taken hereunder, prior to

the receipt by the Administrative Agent and Borrowers of written notice of such transfer, by each previous holder of such Note, and, except as expressly otherwise provided in such transfer, the Administrative Agent and Borrowers shall be entitled

conclusively to assume that the transferee named in such notice shall hereafter be vested with all rights and powers under this Agreement with respect to the Pro Rata Share of the Loans of the Lender named as the payee of the Note which is the

subject of such transfer.

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12.14 Registry. Each Borrower hereby designates the Administrative Agent to serve as

such Borrower’s agent, solely for purposes of this Section 12.14 to maintain a register (the “Register”) in its office in the United States on which it will record the Commitment from time to time

of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of (and stated interest on) the Loans of each Lender. The entries in the Register shall be conclusive in the absence of manifest

error, and failure to make any such recordation or any error in such recordation shall not affect Borrowers’ obligations in respect of such Loans. The Borrowers, the Administrative Agent and the Lenders shall treat each registered holder as

absolute owner notwithstanding notice to the contrary. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitment shall not be effective

until such transfer is recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitment and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and

Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitment and Loans shall be recorded by the Administrative Agent on the Register only upon the acceptance by the Administrative Agent of a

properly executed and delivered Assignment and Assumption Agreement pursuant to Section 12.8. Coincident with the delivery of such an Assignment and Assumption Agreement to the Administrative Agent for acceptance and

registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon, if requested by the assigning or transferor

Lender or new Lender, one or more new Notes in the same aggregate principal amount then owing to such assignor or transferor Lender shall be issued to the assigning or transferor Lender and/or the new Lender. The Register shall be available for

inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

12.15

[Reserved.]

12.16 Headings. The Table of Contents and Article and Section headings used in this Agreement are for

convenience of reference only and shall not affect the construction of this Agreement.

12.17 Termination of Agreement. This

Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations (other than any (x) contingent indemnification obligations with respect to which no claim has been made, (y) Obligations under

any Cash Management Agreement or Swap Contract, and (z) Letters of Credit to the extent cash collateralized, or subject to a back-to-back letter of credit or other

arrangement, in each case in form and substance reasonably acceptable to the Issuing Bank for such Letter of Credit) arising hereunder or under any other Loan Document shall have been indefeasibly and irrevocably paid and satisfied in full, all

Letters of Credit have been terminated or expired (or been Cash Collateralized or are subject to a back-to-back letter of credit or other arrangement, in each case, in

form and substance reasonably acceptable to the Issuing Bank for such Letter of Credit) and the Commitment of each Lender has been terminated. No termination of this Agreement shall affect the rights and obligations of the parties hereto arising

prior to such termination or in respect of any provision of this Agreement which expressly survives such termination

12.18

Confidentiality. Each of the Lenders severally agrees to keep confidential all non-public information pertaining to Company and its Subsidiaries which is provided to it by any such parties in accordance

with such Lender’s customary procedures for handling confidential information of this nature and in a prudent fashion, and shall not disclose such information to any Person except:

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(a) to the extent such information is public when received by such Lender or becomes public

thereafter due to the act or omission of any party other than a Lender,

(b) to an Affiliate of such Lender, and such Lender’s and

such Lender’s Affiliates’ respective partners, directors, officers, managers, employees, agents, trustees, administrators, service providers, independent auditors, or other experts and advisors, including accountants, consultants, legal

counsel and other advisors and representatives (collectively, the “Representatives”) on a “need to know” basis solely in connection with the transactions contemplated hereby and who are informed of the confidential

nature of such information and are or have been advised of their obligation to keep such information of this type confidential; provided that such Lender shall be responsible for its Affiliates’ and their Representatives’

compliance with this paragraph,

Administrative Agent under this Agreement or any other Loan Document,

(d) to the extent required by any applicable statute, rule or

regulation or court order (including, without limitation, by way of subpoena) or pursuant to the request of any Governmental Authority having or asserting jurisdiction over any Lender or the Administrative Agent; provided, however,

that in such event, if the Lender(s) are able to do so, the Lender shall provide Company with prompt notice of such requested disclosure (other than in connection with routine examinations of such Lender by any such Governmental Authority) so that

Borrowers may seek a protective order or other appropriate remedy, and, in any event, the Lenders will endeavor in good faith to provide only that portion of such information which, in the reasonable judgment of the Lender(s), is relevant and

legally required to be provided, or to any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with rating issued with respect to such Lender, or

(e) to the extent disclosure to other entities is appropriate in connection with any proposed or actual assignment, grant of a participation,

swap agreement, credit insurance, or other similar agreement to which payments are to be made, entered into or obtained by any of the Lenders with respect to interests in this Agreement and/or any of the other Loan Documents, to such other direct or

indirect entities (and advisors thereto) (who will in turn be required to maintain confidentiality as if they were Lenders parties to this Agreement).

In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and public information about this Agreement

to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the

Commitments, and the credit extensions hereunder; provided that any such Person is advised and agrees to be bound by the provisions of this Section 12.18. In no event shall the Administrative Agent or any Lender be

obligated or required to return any such information or other materials furnished by Borrowers.

For the avoidance of doubt, nothing in

this Agreement 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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12.19 Concerning the Collateral, the Guaranty and the other Loan Documents.

(a) Authority. Each Lender and Issuing Bank appoints, authorizes and directs Bank of America, N.A. to act as the Collateral Agent under

each of the Security Documents and to enter into the Loan Documents relating to the Collateral for the benefit of the Lenders and the other Secured Creditors and for purposes of acquiring, holding and enforcing any and all Liens on Collateral

granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to this

Agreement for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled

to the benefits of all provisions of Article XI and this Article XII as if set forth in full herein with respect thereto. Each Lender and each Issuing Bank agrees that any action taken by the Administrative Agent, the Collateral Agent,

any Issuing Bank or the Required Lenders (or, where required by the express terms, hereof, a different proportion of the Lenders) in accordance with the provisions hereof or of the other Loan Documents, and the exercise by the Administrative Agent,

the Collateral Agent, any Issuing Bank or the Required Lenders (or, where so required, such different proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized

and binding upon all of the Lenders and the Issuing Banks. Without limiting the generality of the foregoing, the Administrative Agent or the Collateral Agent, as the case may be, shall have the sole and exclusive right and authority to (i) act

as the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection herewith and with the Loan Documents relating to the Collateral; (ii) execute and deliver each Loan Document relating to

the Collateral and accept delivery of each such agreement delivered by Company or any of its Subsidiaries, (iii) act as collateral trustee for the Lenders for purposes stated therein to the extent such action is provided for under the Loan

Documents; (iv) manage, supervise and otherwise deal with the Collateral; (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and liens created or purported to be created by

the Loan Documents, and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the Administrative Agent, the Collateral Agent, the Issuing Banks or the Lenders

with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise. No Lender or Affiliate of any Lender in its capacity as a counterparty under any Cash Management Agreement or Swap Contract that obtains the

benefits of any Security Document, the Guaranty or any Collateral by virtue of the provisions hereof or of the Guaranty or any Security Document shall have any right to notice of any action or right to consent to, direct or object to any action

under this Agreement or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of the Collateral) other than in its capacity as a Lender and, in each such case, only to the extent provided in the

Loan Documents.

(b) Release of Collateral and Guarantors.

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(i) The Administrative Agent, the Collateral Agent, the Issuing Banks and

the Lenders hereby direct the Administrative Agent and the Collateral Agent to release, in accordance with the terms of the Loan Documents, any Lien held by the Administrative Agent or the Collateral Agent under the Security Documents:

(1) against all of the Collateral, automatically upon payment in full of the Loans and other outstanding Obligations (other

than any (x) contingent indemnification obligations with respect to which no claim has been made, (y) Obligations under any Cash Management Agreement or Swap Contract, and (z) Letters of Credit to the extent cash collateralized, or

subject to a back-to-back letter of credit or other arrangement, in each case in form and substance reasonably acceptable to the Issuing Bank for such Letter of Credit),

so long as at such time no Commitment by any Lender remains outstanding and all Letters of Credit have been terminated or have expired (or been Cash Collateralized or are subject to a

back-to-back letter of credit or other arrangement, in each case in form and substance reasonably acceptable to the Issuing Bank for such Letter of Credit);

(2) automatically against any part of the Collateral sold, conveyed, transferred, liquidated or otherwise disposed of by

Company or any of its Subsidiaries to the extent such sale, conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby) (a “Disposition

Transaction”); provided that if, after giving effect to such Disposition Transaction and all other transactions occurring substantially simultaneously therewith, such Collateral is still owned by a Credit Party who has granted a security

interest over assets that include the Collateral acquired in such Disposition Transaction, and where such Collateral would still be required to be, or become within the time period required under, pledged as Collateral pursuant to

Section 7.12 or the Agreed Guaranty and Security Principles, then such Collateral shall not be released by the acquiring Credit Party in connection with such Disposition Transaction, unless such Collateral is otherwise

permitted or required to be released pursuant to the other terms of this Section 12.19 or 12.22;

(3) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, in the sole discretion of the

Administrative Agent upon the request of any Borrower, against any part of the Collateral with a fair market value of less than $15,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to the

Administrative Agent or the Collateral Agent by such Borrower in an officer’s certificate reasonably acceptable in form and substance to the Administrative Agent or the Collateral Agent;

(4) subject to the proviso in clause (2) above, automatically against any part of the Collateral to the extent necessary

to effect a Disposition Transaction permitted under Section 8.4;

(5) subject to

Section 7.12, automatically against a part of the Collateral in connection with (x) a removal of an Other Borrower permitted under Section 2.15 or otherwise in accordance with the terms of

this Agreement and provided that such removed Other Borrower, if a Domestic Subsidiary, is not otherwise required to be a party to the Guaranty, (y) a Subsidiary of Company ceasing to be a Guarantor pursuant to

Section 12.19(b)(iii) or (z) the designation of a Subsidiary of Company as an Unrestricted Entity;

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(6) automatically against a part of the Collateral which release does not

require the consent of all of the Lenders as set forth in Section 12.1(a), if such release is consented to by the Required Lenders;

(7) automatically against all or part of the Collateral in connection with a Permitted Transaction (to the extent required as

a result of such Permitted Transaction);

(8) [reserved]; and

(9) automatically against any Collateral upon such Collateral becoming Excluded Assets;

provided, however, that (y) neither the Administrative Agent nor the Collateral Agent shall be required to execute any such document on terms which, in

its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the

Obligations or any Liens upon (or obligations of Company or any of its Subsidiaries in respect of) all interests retained by Company and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall continue

to constitute part of the Collateral.

(ii) Each of the Issuing Banks and the Lenders hereby directs the Administrative

Agent and/or the Collateral Agent, as applicable, to execute and deliver or file such termination and partial release statements and comparable release documents under foreign law and such other things as are necessary to release Liens to be

released pursuant to this Section 12.19 promptly upon the effectiveness of any such release or enter into intercreditor agreements contemplated or permitted herein.

(iii) The Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders hereby direct the Administrative Agent

or the Collateral Agent, as applicable, to automatically release the affected Subsidiary from the Guaranty in the case of (u) the designation of such Subsidiary as an Unrestricted Entity in accordance with the terms of this Agreement,

(v) such Subsidiary ceasing to be an Other Borrower in accordance with Section 2.15 or otherwise in accordance with the terms of this Agreement and provided that such subsidiary is not otherwise required to be a party

to the Guaranty, (w) the termination of this Agreement in accordance with the provisions of Section 12.17, (x) a Permitted Transaction (to the extent required as a result of such Permitted Transaction), (y) a

sale, conveyance, transfer, liquidation or other disposition of all of the Capital Stock of a Subsidiary owned by Company or any of its Subsidiaries to a Person that is not a Subsidiary to the extent such sale, conveyance, transfer, liquidation or

disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby) and to the extent such Subsidiary is not otherwise required to be a party to the Guaranty or (z) a Material Subsidiary

that is a Guarantor ceasing to be a Material Subsidiary to the extent not otherwise required to be a party to the Guaranty pursuant to Section 7.12(a)(i) or (ii) or as otherwise required by this Agreement.

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have any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by Company or any of its Subsidiaries or is cared for, protected or insured or has been encumbered or that the Liens granted to the

Administrative Agent or the Collateral Agent herein or pursuant to the Loan Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise at all or in

any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent or the Collateral Agent in any of the Loan Documents, it

being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Administrative Agent or the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given its own

interests in the Collateral as one of the Lenders and that none of the Administrative Agent or the Collateral Agent shall have any duty or liability whatsoever to any Lender; provided that notwithstanding the foregoing, each of the Administrative

Agent and the Collateral Agent shall be responsible for its grossly negligent actions or actions constituting intentional misconduct.

12.20 Effectiveness. This Agreement shall become effective on the date on which the Borrowers and each of the Lenders party hereto

shall have signed a counterpart of this Agreement (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent at the Notice Address (or to the Administrative Agent’s counsel as directed by such

counsel) or, in the case of the Lenders, shall have given to the Administrative Agent or telephonic (confirmed in writing), written, telex or facsimile notice (actually received) at such office or the office of the Administrative Agent’s

counsel that the same has been signed and mailed to it.

12.21 USA Patriot Act. Each Lender that is subject to the Patriot Act and

the Beneficial Ownership Regulation and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Credit Party that pursuant to the requirements of the Patriot Act and the Beneficial Ownership Regulation, it is required

to obtain, verify and record information that identifies each such Credit Party, which information includes the name, address and tax information number of such Credit Party and other information regarding such Credit Party that will allow such

Lender or Administrative Agent, as applicable, to identify such Credit Party in accordance with the Patriot Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the Patriot Act and the Beneficial

Ownership Regulation and is effective as to the Lenders and Administrative Agent.

12.22 Restrictions on Guarantees and Pledges.

Notwithstanding any provision to the contrary in any Loan Document, (a) neither Company nor any Domestic Subsidiary of Company shall pledge (individually or in combination) voting Capital Stock representing more than 65% of the total combined

voting power of all classes of Capital Stock of any such Foreign Subsidiary that is a CFC or of any CFC Holding Company; (b) no Foreign Subsidiary of Company nor any CFC Holding Company shall pledge any of its assets (including any Capital

Stock of any Subsidiary

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that is owned by such Foreign Subsidiary or CFC Holding Company) to secure any Obligations of Company or any of Company’s other Subsidiaries (other than, subject to the Agreed Guaranty and

Security Principles, and solely to the extent constituting Collateral (and not an Excluded Asset) under a foreign-law governed Security Document, a pledge of the Capital Stock of such Foreign Borrower to

secure the Obligations of such Foreign Borrower, and a pledge of the assets of such Foreign Borrower to secure solely the Obligations of such Foreign Borrower); (c) no Foreign Subsidiary nor any CFC Holding Company shall provide any guarantees

of the Obligations; and (d) neither Company nor any Domestic Subsidiary of Company shall pledge any of its assets to secure, or provide any guarantees of, any Obligations of any Foreign Borrower (other than, subject to the Agreed Guaranty and

secure the Obligations of such Foreign Borrower). For purposes of this Section 12.22, Subsidiary shall include any Unrestricted Entity. The Credit Parties, the Lenders, the Issuing Banks, the Administrative Agent and the

Collateral Agent agree that any pledge, guaranty or security, or similar interest, made or granted in contravention of this Section 12.22 shall be void ab initio.

12.23 Redesignation of Unrestricted Entities as Subsidiaries. Any Unrestricted Entity that would be a Subsidiary but for the last two

sentences of the definition of “Subsidiary” may be redesignated by the Administrative Borrower as a Subsidiary (with such redesignation being deemed to be an Acquisition by Company of such Subsidiary which shall be deemed to constitute a

Permitted Acquisition for purposes of Section 8.7) provided that (i) the Administrative Borrower shall have delivered to the Administrative Agent (not less than 30 days prior to the date Company desires such

redesignation to be effective (or such shorter period as may be acceptable to the Administrative Agent)) a notice signed by a Responsible Officer identifying such Unrestricted Entity to be redesignated and providing such other information as the

Administrative Agent may reasonably request, (ii) immediately before and immediately after the effectiveness of such redesignation, no Unmatured Event of Default or Event of Default exists or will exist (including, without limitation, the

permissibility of any Investment, Indebtedness, Liens or other obligations existing at such Subsidiaries), (iii) the Administrative Borrower has complied, to the extent applicable, with the provisions of Section 7.12

and the applicable Subsidiaries, on the effective date of such redesignation or such later date as agreed to by the Administrative Agent but in no event later than 120 days after such date, are in compliance with the terms and conditions of all

applicable Security Documents, (iv) after giving effect to such redesignation, Company shall be in compliance with the financial covenant set forth in Section 9.1 (calculated on a Pro Forma Basis) as of the end of the

most recent Test Period, (v) the Administrative Agent has received such other documents, instruments and opinions as it may reasonably request in connection with such redesignation, and all such instruments, documents and opinions shall be

reasonably satisfactory in form and substance to the Administrative Agent and (vi) on the desired effective date of such redesignation, the Administrative Borrower shall deliver a certificate from a Responsible Officer confirming

clauses (ii) through (v) above and that the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects on the date of, and after giving effect to, such

redesignation as though made on such date (except to the extent such representations and warranties are expressly made of a specified date in which event they shall be true as of such date).

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12.24 No Fiduciary Responsibility. Each Credit Party hereby acknowledges that

(i) none of the Agents nor any Lender has any fiduciary relationship with or duty to the Credit Parties arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Borrowers and the

Credit Parties, on one hand, and the Agents and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor and (ii) each Agent, Lender and their Affiliates may have economic interests that conflict

with those of the Credit Parties, their stockholders and/or their Affiliates.

12.25 Waiver of Sovereign Immunity. Each Credit

Party that is incorporated outside the United States, in respect of itself, its Subsidiaries, its process agents, and its properties and revenues, hereby irrevocably agrees that, to the extent that such Credit Party or its respective Subsidiaries or

any of its or its respective Subsidiaries’ properties has or may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, from any legal proceedings, whether in the United States or elsewhere, to

enforce or collect upon the Loans or any Loan Document or any other liability or obligation of such Credit Party or any of their respective Subsidiaries related to or arising from the transactions contemplated by any of the Loan Documents,

including, without limitation, immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any of its property from attachment prior to any entry of

judgment, or from attachment in aid of execution upon a judgment, such Credit Party, for itself and on behalf of its Subsidiaries, hereby expressly waives, to the fullest extent permissible under applicable law, any such immunity, and agrees not to

assert any such right or claim in any such proceeding, whether in the United States or elsewhere. Without limiting the generality of the foregoing, each Credit Party further agrees that the waivers set forth in this

Section 12.25 shall be effective to the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

12.26 Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any

Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder

which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full

or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or

other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by

it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

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(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.

12.27 Acknowledgement Regarding Any Supported

QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support,” and each such QFC, a

“Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall

Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable

notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a

proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property

securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and

any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S.

Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than

such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is

understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b) As used in this Section 12.27, the following terms have the following meanings:

(i) “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.

(ii) “Covered Entity” means any of

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

with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

235

(iii) “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.

(iv) “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).”

[REMAINDER OF PAGE INTENTIONALLY BLANK]

236

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of

the date first above written.

MIDERA FOOD PROCESSING, INC., as Company

By:

/s/ Amy Campbell

Name: Amy Campbell

Title: Chief Financial Officer

ALKAR HOLDINGS, INC., as Administrative Borrower

By:

/s/ Amy Campbell

Name: Amy Campbell

Title: Chief Financial Officer

BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent

By:

/s/ DeWayne D. Rosse

Name: DeWayne D. Rosse

Title: Vice President

BANK OF AMERICA, N.A., as a Lender, the Swing Line Lender and Initial Issuing Bank

By:

/s/ Michael J. Haas

Name: Michael J. Haas

Title: Sr. Vice President

[Signature Page to Credit

Agreement]

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender

By:

/s/ Regan Rybarczyk

Name: Regan Rybarczyk

Title: Vice President

By:

/s/ Piet Hein Knook

Name: Piet Hein Knook

Title: Managing Director

[Signature Page to Credit

Agreement]

JPMORGAN CHASE BANK, N.A., as a Lender

By:

/s/ Eric Bergeson

Name: Eric Bergeson

Title: Executive Director

[Signature Page to Credit

Agreement]

PNC Bank, National Association, as a Lender

By:

/s/ Kristin Lenda

Name: Kristin Lenda

Title: Managing Director

[Signature Page to Credit

Agreement]

WELLS FARGO BANK, N.A., as a Lender

By:

/s/ Philip Foxworthy

Name: Philip Foxworthy

Title: Executive Director

[Signature Page to Credit

Agreement]

ING Bank N.V., Dublin Branch as a Lender

By:

/s/ Rory Fitzgerald

Name: Rory Fitzgerald

Title: Director

By:

/s/ Sean Hassett

Name: Sean Hassett

Title: Director

[Signature Page to Credit

Agreement]

KeyBank National Association, as a Lender

By:

/s/ Brian P. Fox

Name: Brian P. Fox

Title: Senior Vice President

[Signature Page to Credit

Agreement]

TD Bank, N.A., as a Lender

By:

/s/ Ryan P. Feeney

Name: Ryan P. Feeney

Title: Vice President

[Signature Page to Credit

Agreement]

Compeer Financial, PCA, as a Lender

By:

/s/ Betty Janelle

Name: Betty Janelle

Title: Director, Capital Markets

[Signature Page to Credit

Agreement]

Farm Credit Bank of Texas, as a Lender

By:

/s/ Laura Mizzen

Laura Mizzen

SVP Senior Director

[Signature Page to Credit

Agreement]

GreenStone Farm Credit Services, FLCA,

as a Lender

By:

/s/ Jeremy Reineke

Name: Jeremy Reineke

Title: Managing Director

[Signature Page to Credit Agreement]

FARM CREDIT MID-AMERICA, PCA, as

a Lender

By:

/s/ Aaron Miller

Name: Aaron Miller

Title: VP Capital Markets

[Signature Page to Credit Agreement]

CoBank, ACB as a Lender

By:

/s/ True Siffring

Name: True Siffring

Title: Vice President

[Signature Page to Credit Agreement]

High Plains Farm Credit, FLCA, as a Lender

By:

/s/ Nick Jablonski

Name: Nick Jablonski

Title: SVP – Capital Markets

[Signature Page to Credit Agreement]

Horizon Farm Credit, ACA, as a Lender

By:

/s/ William Frailey

Name: William Frailey

Title: Executive Director

[Signature Page to Credit Agreement]

EX-99.1

Filename: d70874dex991.htm · Sequence: 3

EX-99.1

Exhibit 99.1

Middleby Announces that Midera Food Processing Enters into $1 Billion Credit Agreement

Elgin, Ill.– June 29, 2026 – The Middleby Corporation (NASDAQ: MIDD) today announced that in connection with the previously announced spin-off of its Food Processing business, Midera Food Processing, Inc. (“Midera”) has entered into a five-year, $1.0 billion credit agreement (the “Credit Agreement”)

with Bank of America, N.A., as administrative agent, and other financial institutions and lenders, consisting of a $750 million U.S. dollar revolving credit facility and a $250 million multi-currency revolving credit facility.

“The new Credit Agreement gives us ample capacity to execute on our acquisition-driven growth strategy as we transition to a stand-alone public

company,” said Mark Salman, incoming Chief Executive Officer of Midera. “With our diversified portfolio of leading brands, strong global customer relationships, and comprehensive total line solutions, we’re positioned to be the

acquiror of choice in a fragmented market while continuing to invest in innovation and operational excellence. This level of commitment from our lenders demonstrates the strength of our business model and their confidence in our competitive position

and future trajectory.”

Tim FitzGerald, Chief Executive Officer of Middleby, added, “Midera is well positioned to accelerate growth as an

independent company and this Credit Agreement provides the balance sheet flexibility to execute their strategy. The size and terms of the credit facility are reflective of Midera’s compelling financial profile and we remain confident in

Midera’s outlook as it enters its next chapter of growth as an independent company.”

Completion of the

spin-off, which remains on track for July 6, 2026, 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 (the “SEC”) as part of Midera’s registration statement on Form 10, which was declared effective by the SEC on June 17, 2026.

About The Middleby Corporation

The Middleby

Corporation is a global leader in the foodservice industry. The company develops and manufactures a broad line of solutions used in commercial foodservice and food processing. Middleby showcases its advanced solutions in the Middleby Innovation

Kitchens for commercial foodservice and industrial baking and protein Innovation Centers for food processing solutions. For more information about Middleby, please visit www.middleby.com.

About Midera Food Processing

Midera Food

Processing provides food processing equipment and automation solutions for industrial protein, bakery, and snack producers, delivering total line solutions from preparation and thermal processing through packaging. With a portfolio of 30+

industry-leading brands reaching customers across six continents, Midera helps food processors produce safer, more consistent products while improving efficiency and reducing waste at scale. Headquartered in Rosemont, Illinois, the company

employs approximately 2,800 people worldwide. For more information about Midera, please visit www.midera.com.

Cautionary

Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” subject to the Private

Securities Litigation Reform Act of 1995, including statements regarding The Middleby Corporation’s (“Middleby”) and Midera Food Processing, Inc.’s (“Midera” and each of Midera and Middleby, a

“Company”) expectations with respect to the timing of the spin-off of Middleby’s Food Processing business into an independent, publicly traded company

(the “Spin-off”) and each Company’s future performance. Each Company cautions investors that such statements are estimates and are highly dependent upon a variety of factors. These

forward-looking statements involve known and unknown risks, uncertainties and other factors, which could cause each Company’s actual results, performance or outcomes to differ materially from those expressed or implied in the forward-looking

statements. The following are some of the important factors that could cause each Company’s actual results, performance or outcomes to differ materially from those discussed in the forward-looking statements: changing market conditions;

volatility in earnings resulting from goodwill impairment losses, which may occur irregularly and in varying amounts; variability in financing costs and interest rates; quarterly variations in operating results; dependence on key customers; risks

associated with each Company’s foreign operations, including international exposure, political risks affecting international sales, market acceptance and demand for each Company’s products and each Company’s ability to manage the

risk associated with the exposure to foreign currency exchange rate fluctuations; each Company’s ability to protect its trademarks, copyrights and other intellectual property; changing market conditions,

including inflation; the impact of competitive products and pricing; the impact of announced management and organizational changes; intense competition in each Company’s business including

the impact of both new and established global competitors; unfavorable tax law changes and tax authority rulings; cybersecurity attacks and other breaches in security; the continued ability to realize profitable growth through the sourcing and

completion of strategic acquisitions; the timely development and market acceptance of each Company’s products; the availability and cost of raw materials; the possibility that the Spin-off will

not be consummated within the anticipated time period or at all, including as the result of regulatory, market or other factors, including the possibility that various closing conditions for

the Spin-off may not be satisfied; the potential disruption to each Company’s business in connection with the Spin-off; the potential that each

Company does not realize all of the expected benefits of the Spin-off; the potential that the Spin-off may be more difficult, time consuming or

costly than expected; the failure of the Spin-off to qualify for the expected tax treatment; potential adverse effects of the results of

the Spin-off, including on the market price of each Company’s common stock, the ability of each Company to develop and maintain relationships with personnel, customers, suppliers and others

with whom it does business or such Company’s business, financial condition, results of operations and financial performance; risks related to diversion of each Company’s management’s attention from its ongoing business operations

due to the Spin-off; and other risks detailed in each Company’s SEC filings. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. The

forward-looking statements included in this press release are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, neither Company undertakes any obligation to publicly update or

revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor relations inquiries:

Rebecca Ellin

SVP of Investor Strategy and Corporate Development

rellin@middleby.com

Media inquiries:

Darcy Bretz

VP of Corporate Communications

dbretz@middleby.com

Kate Schneiderman

Managing Director, ICR

middleby@icrinc.com

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