Form 8-K

8-K — PENTAIR plc

Accession: 0001104659-26-104725

Filed: 2026-09-02

Period: 2026-09-01

CIK: 0000077360

SIC: 3550 (SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY))

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

Item: Financial Statements and Exhibits

Documents

8-K — tm2624576d1_8k.htm (Primary)

EX-4.1 — EXHIBIT 4.1 (tm2624576d1_ex4-1.htm)

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8-K (Primary)

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0000077360

2026-09-01

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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):

September 1, 2026

Pentair

plc

(Exact name of registrant as specified in its

charter)

Ireland

001-11625

98-1141328

(State

or other jurisdiction of

incorporation or organization)

(Commission

File No.)

(I.R.S.

Employer

Identification No.)

Regal House, 70 London Road, Twickenham, London,

TW13QS United Kingdom

(Address

of principal executive offices) (Zip

Code)

Registrant’s telephone number, including

area code: 44-74-9421-6154

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

Ordinary

Shares, nominal value $0.01 per share

PNR

New

York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR

240.12b-2). ¨ Emerging

growth company

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

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

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

As previously announced, on

July 27, 2026, Pentair plc (“Pentair”) entered into a definitive agreement (the “Purchase Agreement”) to

acquire the issued and outstanding equity securities of Taco Group Holdings (“Taco”), for a purchase price of $1.425 billion,

subject to customary adjustments contemplated by the Purchase Agreement (the “Taco Acquisition”).

On September 1, 2026,

in contemplation of the Taco Acquisition, Pentair and its subsidiaries Pentair Finance S.à r.l. (“Pentair Finance”)

and Pentair, Inc. (“Pentair U.S.”) entered into a Credit Agreement (the “Agreement”), among Pentair Finance,

as borrower, Pentair and Pentair U.S., as guarantors, and the lenders and agents party thereto, providing for (i) a $400.0 million

senior unsecured tranche 1 term loan facility (the “Tranche 1 Term Loan Facility”) and (ii) a $1.0 billion senior unsecured

tranche 2 term loan facility (the “Tranche 2 Term Loan Facility”; together with the Tranche 1 Term Loan Facility, the “Term

Loan Facilities”). As of September 1, 2026, no loans were outstanding under the Term Loan Facilities. Pentair Finance intends

to borrow the full $1.4 billion aggregate principal amount available under the Term Loan Facilities to finance a portion of the purchase

price in the Taco Acquisition, to pay related fees and expenses, and to refinance certain outstanding indebtedness of Taco. The availability

of loans under the Term Loan Facilities is subject to the satisfaction or waiver of certain conditions, including, among other things,

(i) the closing of the Taco Acquisition substantially concurrently with the funding of such loans, (ii) the absence of a material

adverse effect with respect to Taco since July 27, 2026, (iii) the truth and accuracy in all material respects of certain representations

and warranties, (iv) the receipt of certain certificates, (v) the receipt of certain financial statements, and (vi) the

refinancing of certain outstanding indebtedness of Taco on or prior to the date of the closing of the Taco Acquisition. Beginning November 24,

2026, Pentair Finance will pay a ticking fee to each lender under the Agreement of 0.125% per annum on the amount of such lender’s

daily undrawn term loan commitments.

The lenders’ commitment

to make the Term Loan Facilities available to Pentair Finance expires on the earliest of (i) the date that is five business days

after the “Outside Date” (as defined in the Purchase Agreement), (ii) the date of the closing of the Taco Acquisition

after giving effect to the full funding of the term loans on such date, (iii) the date that the Purchase Agreement expires in accordance

with its terms or the obligations of Pentair to consummate the Taco Acquisition under the Purchase Agreement terminate in accordance with

its terms and notice of same is given to the administrative agent under the Agreement, (iv) December 31, 2026, and (v) the

date set forth in a written notice from Pentair Finance to the administrative agent and the lenders of Pentair Finance’s election

to terminate all term loan commitments in full.

The Term Loan Facilities are

guaranteed by Pentair and Pentair U.S. The Term Loan Facilities bear interest at a rate equal to an adjusted base rate or Term SOFR, plus,

in each case, an applicable margin. The applicable margin is based on, at Pentair Finance’s election, Pentair’s leverage level

or Pentair Finance’s public credit rating. Interest on borrowings are generally payable in arrears (i) quarterly, (ii) monthly,

or (iii) at the end of the interest period, unless such interest period is longer than three months, in which case payment is due

on each successive date three months after the first day of such period.

With certain exceptions, outstanding

term loans under (i) the Tranche 1 Term Loan Facility will mature on the date that occurs 18 months after the closing date of the

Taco Acquisition and (ii) the Tranche 2 Term Loan Facility will mature on May 5, 2030. Pentair Finance is permitted to voluntarily

prepay loans and/or reduce the commitments under the Term Loan Facilities, in whole or in part, without penalty or premium, subject to

certain minimum amounts and increments and the payment of customary breakage costs. No mandatory prepayment will be required under the

Term Loan Facilities.

The Agreement contains financial

covenants requiring Pentair not to permit (i) the ratio of its consolidated debt (net of its consolidated unrestricted cash and cash

equivalents in excess of $5.0 million but not to exceed $250.0 million) to its consolidated net income (excluding, among other things,

non-cash gains and losses) before interest, taxes, depreciation, amortization and non-cash share-based compensation expense (“EBITDA”)

on the last day of any period of four consecutive fiscal quarters (each, a “testing period”) to exceed 3.75 to 1.00 (or, at

Pentair Finance’s election and subject to certain conditions, 4.25 to 1.00 for four testing periods in connection with certain material

acquisitions) and (ii) the ratio of its EBITDA to its consolidated cash interest expense for the same period to be less than 3.00

to 1.00. In addition, subject to certain qualifications and exceptions, the Agreement also contains covenants that, among other things,

restrict Pentair’s ability to create liens, merge or consolidate with another person, make acquisitions and incur subsidiary debt.

The Agreement contains customary

events of default. If an event of default occurs and is continuing, then the lenders may terminate all commitments to extend further credit

and declare all amounts outstanding under the Agreement due and payable immediately. In addition, in the case of an event of default arising

from certain events of bankruptcy, insolvency or reorganization, all amounts outstanding under the Agreement will automatically become

due and payable immediately.

The foregoing description of the Agreement is qualified

in its entirety by reference to the full text of the Agreement filed as Exhibit 4.1 to this Current Report on Form 8-K, which

is incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Not applicable.

(b) Pro Forma Financial Information

Not applicable.

(d) Exhibits

The exhibits listed in the Exhibit Index

below are filed as part of this report.

EXHIBIT INDEX

Exhibit No.

Description

4.1

Credit Agreement, dated

as of September 1, 2026, among Pentair plc, Pentair Finance S.à r.l., Pentair, Inc. and the lenders and agents party

thereto.

104

Cover

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

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized,

on September 2, 2026.

PENTAIR PLC

Registrant

By:

/s/ Lance T

Bonner

Lance T Bonner

Executive Vice President, General Counsel and Secretary

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2624576d1_ex4-1.htm · Sequence: 2

Exhibit 4.1

EXECUTION VERSION

Published CUSIP Numbers:

Deal CUSIP: L7579CAG1

Tranche 1 Term Loan CUSIP: L7579CAH9

Tranche 2 Term Loan CUSIP: L7579CAJ5

CREDIT AGREEMENT

dated as of

September 1, 2026

among

PENTAIR plc

as Parent,

PENTAIR FINANCE S.À R.L.

as Borrower,

The Additional Guarantors From Time to Time Party

Hereto,

The Lenders Party Hereto,

U.S. BANK NATIONAL ASSOCIATION,

as Administrative Agent,

BANK OF AMERICA, N.A.,

as Syndication Agent

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

BRANCH,

BANK OF CHINA LIMITED, LOS ANGELES BRANCH,

BANK OF MONTREAL EUROPE PLC, and

PNC BANK, NATIONAL ASSOCIATION,

as Documentation Agents

and

U.S. BANK NATIONAL ASSOCIATION,

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

BRANCH,

BANK OF CHINA LIMITED, LOS ANGELES BRANCH,

BMO CAPITAL MARKETS CORP.,

BOFA SECURITIES, INC., and

PNC CAPITAL MARKETS, LLC,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Page

Article I.

Definitions

Section 1.01

Defined Terms

Section 1.02

Classification of Loans and Borrowings

Section 1.03

Terms Generally

Section 1.04

Accounting Terms; GAAP

Section 1.05

Interest Rates; Benchmark Notification

Section 1.06

Luxembourg Terms

Section 1.07

Certain Calculations

Section 1.08

Divisions

Section 1.09

Leverage Ratios

Section 1.10

CRD VI

Article II.

The Credits

Section 2.01

Commitments

Section 2.02

Loans and Borrowings

Section 2.03

Requests for Borrowings

Section 2.04

Funding of Borrowings

Section 2.05

Interest Elections

Section 2.06

Termination and Reduction of Commitments

Section 2.07

Repayment and Amortization of Loans; Evidence of Indebtedness

Section 2.08

Prepayment of Loans

Section 2.09

Fees

Section 2.10

Interest

Section 2.11

Alternate Rate of Interest

Section 2.12

Increased Costs

Section 2.13

Break Funding Payments

Section 2.14

Taxes

Section 2.15

Payments Generally; Pro Rata Treatment; Sharing of

Set-offs

Section 2.16

Mitigation Obligations; Replacement of Lenders

Section 2.17

Judgment Currency

Section 2.18

Defaulting Lenders

Section 2.19

Illegality

Article III.

REPRESENTATIONS AND WARRANTIES

Section 3.01

Corporate Existence and Power

Section 3.02

Corporate and Governmental Authorization; Contravention

Section 3.03

Binding Effect

Section 3.04

Financial Information

Section 3.05

Litigation, etc.

Section 3.06

ERISA Compliance

Section 3.07

Taxes

Section 3.08

Not an Investment Company

Section 3.09

Environmental Matters

Section 3.10

Use of Proceeds

Section 3.11

Disclosure

Section 3.12

Anti-Corruption Laws and Sanctions

Section 3.13

Domiciliation; Centre of Main Interests

Section 3.14

Solvency

Section 3.15

Affected Financial Institutions

Section 3.16

Irish Loan Party

Section 3.17

Tax Residence

Section 3.18

Outbound Investment Rules

Article IV.

Conditions

Section 4.01

Effective Date

Section 4.02

Conditions to Extensions of Credit on Specified Acquisition

Consummation Date

Article V.

AFFIRMATIVE COVENANTS

Section 5.01

Information

Section 5.02

Use of Proceeds

Section 5.03

Compliance with Contractual Obligations and Laws

Section 5.04

Insurance

Section 5.05

Ownership of Loan Parties

Section 5.06

Payment of Taxes

Section 5.07

Loan Party Location

Section 5.08

Tax Residence

Section 5.09

Service of Process Agent

Section 5.10

Further Assurances

Article VI.

NEGATIVE COVENANTS

Section 6.01

Maximum Net Leverage Ratio

Section 6.02

Minimum Interest Coverage Ratio

Section 6.03

Negative Pledge

Section 6.04

Consolidations, Mergers and Sales of Assets; Acquisitions

Section 6.05

Subsidiary Debt

Section 6.06

OFAC and Anti-Corruption Laws

Section 6.07

Outbound Investment Rules

Article VII.

EVENTS OF DEFAULT

Article VIII.

The Administrative Agent

Section 8.01

Authorization and Action

Section 8.02

Administrative Agent’s Reliance, Indemnification,

Etc.

Section 8.03

Posting of Communications

Section 8.04

The Administrative Agent Individually

Section 8.05

Successor Administrative Agent

Section 8.06

Acknowledgement of Lenders

Section 8.07

Certain ERISA Matters

Section 8.08

Borrower Communications

Article IX.

Miscellaneous

Section 9.01

Notices

Section 9.02

Waivers; Amendments

Section 9.03

Expenses; Indemnity; Damage Waiver

Section 9.04

Successors and Assigns

Section 9.05

Survival

Section 9.06

Counterparts; Integration; Effectiveness; Electronic

Execution

Section 9.07

Severability

Section 9.08

Right of Setoff

Section 9.09

Governing Law; Jurisdiction; Consent to Service of

Process

Section 9.10

WAIVER OF JURY TRIAL

Section 9.11

Headings

Section 9.12

Confidentiality

Section 9.13

USA PATRIOT Act; Beneficial Ownership Regulation

Section 9.14

Interest Rate Limitation

Section 9.15

No Fiduciary Duty, etc.

Section 9.16

Acknowledgement and Consent to Bail-In of Affected

Financial Institutions

Section 9.17

Acknowledgement Regarding Any Supported QFCs

Article X.

Guarantee

Section 10.01

Guaranty

SCHEDULES:

Schedule 2.01

Commitments

Schedule 6.03

List of Existing Liens

Schedule 6.05

Existing Debt

EXHIBITS:

Exhibit A

Form of

Assignment and Assumption

Exhibit B-1

Form of Opinion of

Foley & Lardner LLP

Exhibit B-2

Form of Opinion of

Arthur Cox

Exhibit B-3

Form of Opinion of

Allen Overy Shearman Sterling

Exhibit C

Form of EU Notice

Exhibit D-1

Form of  Tranche

1 Term Loan Note

Exhibit D-2

Form of  Tranche

2 Term Loan Note

Exhibit E

List of Closing Documents

Exhibit F

Form of Solvency Certificate

Exhibit G

Form of Irish Qualifying Lender Confirmation

CREDIT AGREEMENT (this “Agreement”)

dated as of September 1, 2026 among PENTAIR plc, an Irish public limited company,

PENTAIR FINANCE S.à r.l., a Luxembourg private limited liability company (Société

à responsabilité limitée) having its registered office at 26, Boulevard Royal, L-2449 Luxembourg, Grand Duchy

of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés,

Luxembourg) under number B166305, PENTAIR, INC., a Minnesota corporation (“Pentair MN”), the other ADDITIONAL

GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as Administrative

Agent.

WHEREAS, the Borrower has

requested that the Lenders make loans and other financial accommodations to the Borrower and its Subsidiaries on the terms and conditions

set forth herein.

WHEREAS, the Lenders have

agreed to make such loans and other financial accommodations to the Borrower and its Subsidiaries on the terms and subject to the conditions

set forth herein.

NOW, THEREFORE, in consideration

of the premises and mutual covenants contained herein, the parties hereto covenant and agree as follows:

Article I.

Definitions

Section 1.01      Defined

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

“ABR”,

when used in reference to any Loan or Borrowing, refers to such Loan, or the Loans comprising such Borrowing, bearing interest at a rate

determined by reference to the Alternate Base Rate.

“Acquisition”

means any transaction or series of related transactions (excluding any transaction solely among the Parent and/or one or more persons

that are already Subsidiaries) that result, directly or indirectly, in (a) the acquisition by the Parent or any Subsidiary of all

or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the

acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise

causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person; provided

that the Parent or a Subsidiary is the ultimate surviving entity.

“Acquisition Debt”

means any Debt of the Parent or any of its Subsidiaries that has been issued for the purpose of financing, in whole or in part, a Material

Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all

or a portion of any pre-existing Debt of the Parent, any of its Subsidiaries or the person(s) or assets to be acquired); provided

that (a) the release of the proceeds thereof to the Parent and its Subsidiaries is contingent upon the consummation of such Material

Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender

offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material

Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating

to such Debt, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Parent and its Subsidiaries in

respect of such Debt) or (b) such Debt contains a “special mandatory redemption” provision (or other similar provision)

or otherwise permits or requires such Debt to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified

in the definitive documentation relating to such Debt (and if the definitive agreement (or, in the case of a tender offer or similar

transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation

of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation

relating to such Debt, such Debt is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may

be).

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

“Additional Guarantor”

means Pentair MN and each other Person that executes this Agreement (including any Additional Guarantor Joinder hereto) as an “Additional

Guarantor” until such time as such Person is released from its obligations hereunder.

“Additional Guarantor

Joinder” means any joinder agreement reasonably acceptable to the Borrower, the applicable Person, and the Administrative Agent

pursuant to which such Person becomes an Additional Guarantor and guarantees the Guaranteed Obligations in accordance with Article X

hereof (which joinder also shall require the applicable Person’s delivery to the Administrative Agent of certified Organizational

Documents and authorization and incumbency documents, as well as opinion(s) of counsel in respect of such Person that are substantially

similar to those opinion(s) delivered in respect of Additional Guarantors party to this Agreement prior to the delivery of the applicable

joinder).

“Adjusted Term SOFR

Rate” means, for any Interest Period, an interest rate per annum equal to the Term SOFR Rate for such Interest Period; provided

that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor

for the purposes of this Agreement.

“Administrative

Agent” means U.S. Bank (or any of its designated branch offices or affiliates) in its capacity as administrative agent under

any of the Loan Documents, or any successor administrative agent.

“Administrative

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

“Affected Financial

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

“Affiliate”

means, as to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control

with, such Person. A Person shall be deemed to be “controlled by” any other Person if such other Person possesses, directly

or indirectly, power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise

(but, for the avoidance of doubt, no individual shall be deemed to be an Affiliate of a Person solely because such individual is a director

(or the equivalent thereof) or senior officer of such Person).

“Agreement”

has the meaning specified in the introductory paragraph.

“Alternate Base

Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the

NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period in Dollars

as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business

Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition,

the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, on such

day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR

Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted

Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted

Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.11

(for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.11(b)), then

the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause

(c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%,

such rate shall be deemed to be 1.00% for purposes of this Agreement.

“Ancillary Document”

has the meaning assigned to such term in Section 9.06.

“Anti-Corruption

Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Parent and its affiliated companies concerning

or relating to bribery, corruption or money laundering.

“Applicable Parties”

has the meaning assigned to such term in Section 8.03(c).

“Applicable Percentage”

means, (i) at any time prior to the funding of the Term Loans of any Class on the Specified Acquisition Consummation Date,

a percentage equal to a fraction the numerator of which is such Lender’s Term Loan Commitment of such Class and the denominator

of which is the aggregate Term Loan Commitments of such Class of all Lenders and (ii) at any time after the funding of the

Term Loans of any Class on the Specified Acquisition Consummation Date, a percentage equal to a fraction the numerator of which

is such Lender’s outstanding principal amount of the Term Loans of such Class and the denominator of which is the aggregate

outstanding principal amount of the Term Loans of such Class of all Lenders; provided that in the case of Section 2.18

when a Defaulting Lender shall exist, any such Defaulting Lender’s applicable Term Loan Commitment shall be disregarded in the

calculation.

“Applicable Rate”

means, for any day, with respect to any Term Benchmark Term Loan or any ABR Term Loan, as the case may be, the applicable rate per annum

set forth below under the caption “Term Benchmark Spread for Tranche 1 Term Loans”, “ABR Spread for Tranche 1 Term

Loans”, “Term Benchmark Spread for Tranche 2 Term Loans” or “ABR Spread for Tranche 2 Term Loans”, as the

case may be, based upon the Pricing Level applicable on such date.

Pricing Level

Term

Benchmark

Spread for

Tranche 1

Term Loans

ABR

Spread

for

Tranche 1

Term Loans

Term

Benchmark

Spread for

Tranche 2

Term Loans

ABR

Spread

for

Tranche 2

Term Loans

Level I

0.875 %

0 %

1.000 %

0 %

Level II

1.000 %

0 %

1.125 %

0.125 %

Level III

1.125 %

0.125 %

1.250 %

0.250 %

Level IV

1.250 %

0.250 %

1.375 %

0.375 %

Level V

1.500 %

0.500 %

1.625 %

0.625 %

For purposes hereof: (i) Pricing Level I,

Leverage Level 1 and Ratings Level A are equivalent and correspond to each other, (ii) Pricing Level II, Leverage Level 2 and Ratings

Level B are equivalent and correspond to each other, (iii) Pricing Level III, Leverage Level 3 and Ratings Level C are equivalent

and correspond to each other, (iv) Pricing Level IV, Leverage Level 4 and Ratings Level D are equivalent and correspond to each

other and (v) Pricing Level V, Leverage Level 5 and Ratings Level E are equivalent and correspond to each other.

At any time of determination, the Pricing Level

shall be determined by reference to the Leverage Level or the Ratings Level, as the Borrower shall from time to time elect by written

notice to the Administrative Agent, and any change in Pricing Level resulting from such election by the Borrower shall be effected as

promptly as practicable by the Administrative Agent after receiving such written election from the Borrower. Notwithstanding anything

to the contrary set forth in this definition, it is understood and agreed that Pricing Level III shall be deemed to be applicable from

the Effective Date until the Administrative Agent’s receipt of the financial statements and related compliance certificate for

the Parent’s first fiscal quarter ending after the Effective Date (it being understood and agreed that the Borrower shall not be

permitted to elect pricing by reference to the Ratings Level until such receipt by the Administrative Agent of such financial statements

and compliance certificate), and adjustments to the Pricing Level then in effect shall thereafter be effected in accordance with the

terms of this definition.

Leverage Level Determination

Leverage

Level

Net

Leverage Ratio

Level

≤

0.50 to 1.00

Level

0.50 to 1.00 but

≤ 1.00 to 1.00

Level

1.00 to 1.00 but

≤ 1.75 to 1.00

Level

1.75 to 1.00 but

≤ 2.50 to 1.00

Level

2.50 to 1.00

If at any time the Parent fails to deliver the

quarterly or annual financial statements or related compliance certificates required under Section 5.01 on or before the

date such statements or certificates are due, Leverage Level 5 shall be deemed applicable for the period commencing three (3) Business

Days after such required date of delivery and ending on the date which is three (3) Business Days after such statements or certificates

are actually delivered, after which the Leverage Level shall be determined in accordance with this definition.

Except as otherwise provided in the paragraph

below or in the immediately preceding paragraph, adjustments, if any, to the Leverage Level then in effect shall be effective three (3) Business

Days after the Administrative Agent has received the applicable financial statements and certificates (it being understood and agreed

that each change in Leverage Level shall apply during the period commencing on the effective date of such change and ending on the date

immediately preceding the effective date of the next such change).

Ratings Level Determination

Ratings

Level

Public

Debt Ratings

(S&P / Moody’s / Fitch)

Level

A-

/ A3 / A- or higher

Level

BBB+

/ Baa1 / BBB+

Level

BBB

/ Baa2 / BBB

Level

BBB-

/ Baa3 / BBB-

Level

BB+

/ Ba1 / BB+ or lower

For purposes of the foregoing, (a) if only

one of S&P, Moody’s or Fitch shall have in effect a Public Debt Rating, the Ratings Level shall be determined by reference

to the available rating; (b) if none of S&P, Moody’s or Fitch shall have in effect a Public Debt Rating, the Ratings Level

will be set in accordance with Level E; (c) if all three of the rating agencies shall have a Public Debt Rating in effect and

the ratings established by each of S&P, Moody’s and Fitch shall fall within three different Levels in the immediately foregoing

table (such Level A, Level B, Level C, Level D and Level E, collectively, the “Levels” and

each a “Level”), the Ratings Level shall be based upon the intermediate Level; (d) if all three of the rating

agencies shall have a Public Debt Rating in effect and two out of the three ratings of S&P, Moody’s and Fitch are at the same

Level, then the Ratings Level shall be based on such Level, (e) if only two Public Debt Ratings from S&P, Moody’s and

Fitch are available and such ratings fall within different Levels, then the Ratings Level shall be based on the higher rating unless

such ratings differ by two or more Levels, in which case the applicable Ratings Level will be deemed to be one Level above the lower

of such Levels, (f) if any rating established by S&P, Moody’s or Fitch shall be changed, such change shall be effective

as of the third Business Day following the date on which such change is first announced publicly by the rating agency making such change;

(g) if S&P, Moody’s or Fitch shall change the basis on which ratings are established, each reference to the Public Debt

Rating announced by S&P, Moody’s or Fitch, as the case may be, shall refer to the then equivalent rating by S&P, Moody’s

or Fitch, as the case may be (and if there is no such equivalent rating, to the rating most recently in effect prior to such change);

and (h) if any such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders

shall negotiate in good faith to amend this definition to reflect the unavailability of ratings from such rating agency and, pending

the effectiveness of such amendment, the Ratings Level shall be determined by reference to the rating (and the Level applicable thereto)

most recently in effect prior to such cessation.

“Approved Borrower

Portal” has the meaning assigned to it in Section 8.08(a).

“Approved Electronic

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

“Approved Fund”

has the meaning assigned to such term in Section 9.04.

“Arrangers”

means each of U.S. Bank, Banco Bilbao Vizcaya Argentaria, S.A., New York Branch, Bank of China Limited, Los Angeles Branch, BMO Capital

Markets Corp., BofA Securities, Inc., and PNC Capital Markets, LLC, in its capacity as a joint bookrunner and joint lead arranger

hereunder.

“Article 21c

CRD VI” has the meaning assigned to such term in Section 2.02(f).

“Assignment and

Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any

party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A

or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.

“Available

Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor

for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof),

as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining

any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance

of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of

Section 2.11.

“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).

“Bail-In Lender”

is defined in Section 2.16(b).

“Banking Services”

means each and any of the following bank services provided to the Parent or any Subsidiary by any Lender or any of its Affiliates: (a) credit

cards for commercial customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored value cards,

(c) merchant processing services and (d) treasury management services (including, without limitation, controlled disbursement

services, automated clearinghouse transactions, return items services, any direct debit scheme or arrangement, overdraft services and

interstate depository network services).

“Banking Services

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

“Bankruptcy Code”

means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.).

“Bankruptcy Event”

means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding,

or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged

with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent,

has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment

or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result solely

by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality

thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United

States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority

or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark”

means, initially, the Term SOFR Rate; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date

have occurred with respect to the Term SOFR Rate, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark

Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.11.

“Benchmark Replacement”

means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent

for the applicable Benchmark Replacement Date:

(1)              Daily

Simple SOFR; or

(2)              the

sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement

for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation

of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving

or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated

syndicated credit facilities in the United States at such time and (b) the related Benchmark Replacement Adjustment;

provided

that if the Benchmark Replacement as determined pursuant to clause (1) or clause (2) above would be less than the Floor, the

Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark

Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement

for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment,

or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected

by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection

or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such

Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement

Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating

or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for

U.S. dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement

Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan, any technical, administrative

or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,”

the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and

frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation

notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters)

that the Administrative Agent, in consultation with the Borrower, decides in its reasonable good faith discretion may be appropriate

to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in

a manner substantially consistent with market practice (or, if the Administrative Agent decides in its reasonable good faith discretion

that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines in its

reasonable good faith discretion that no market practice for the administration of such Benchmark exists, in such other manner of administration

as the Administrative Agent, in consultation with the Borrower, decides is reasonably necessary in connection with the administration

of this Agreement and the other Loan Documents).

“Benchmark

Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to

such then-current Benchmark:

(1)            in

the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date

of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark

(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such

Benchmark (or such component thereof); or

(2)            in

the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or

the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such

Benchmark (or component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark

(or such component thereof) to be no longer representative; provided that such non-representativeness will be determined by reference

to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or component thereof) or,

if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such

date.

For the avoidance of doubt,

(i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in

respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination

and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with

respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available

Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark

Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect

to such then-current Benchmark:

(1)            a

public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used

in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark

(or such component thereof), permanently or indefinitely as of a specific date; provided that, at the time of such statement or publication,

there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is

a term rate, any Available Tenor of such Benchmark (or such component thereof);

(2)            a

public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof), the Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction

over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such

Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such

Benchmark (or such component), in each case which states that the administrator of such Benchmark (or such component) has ceased or will

cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark

(or such component thereof) permanently or indefinitely as of a specific date; provided that, at the time of such statement or publication,

there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is

a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(3)            a

public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published

component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term

rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer

be, representative.

For the avoidance of doubt,

a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication

of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component

used in the calculation thereof).

“Benchmark

Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that

a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark

Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.11

and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and

under any Loan Document in accordance with Section 2.11.

“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 Section 3(3) of ERISA) that

is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975

of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes

of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate”

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

such party.

“Blocking Law”

has the meaning assigned to it in Section 3.12.

“Blocking Regulation”

has the meaning assigned to it in Section 3.12.

“Board”

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

“Borrower”

means Pentair Finance S.à r.l., a Luxembourg private limited liability company (société à responsabilité

limitée), having its registered office at 26, Boulevard Royal, L-2449 Luxembourg and registered with the Luxembourg Trade and

Companies Register (Registre de commerce et des sociétés, Luxembourg) under number B166305.

“Borrowing”

means a Term Loan of the same Type and Class, made, converted or continued on the same date and, in the case of Term Benchmark Loans,

as to which a single Interest Period is in effect.

“Borrowing Request”

means a request by the Borrower for a Borrowing in accordance with Section 2.03 in substantially the form approved by the

Administrative Agent and separately provided to the Borrower.

“Business

Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City.

“Buyer”

means Pentair Water Group, Inc., a Delaware corporation, and a wholly-owned subsidiary of the Parent.

“Change in Law”

means the occurrence, after the Effective Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender),

of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law,

rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority,

or (c) the making or issuance of any request, rule, guideline, requirement or directive (whether or not having the force of law)

by any Governmental Authority; provided however, that notwithstanding anything herein to the contrary, except to the extent they

are merely proposed and not in effect, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,

guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests,

rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking

Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to

Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

“Charges”

has the meaning assigned to such term in Section 9.14.

“Class”,

when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Tranche 1 Term

Loans or Tranche 2 Term Loans.

“CME Term SOFR Administrator”

means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)

(or a successor administrator).

“Code”

means the Internal Revenue Code of 1986, as amended from time to time.

“Combination”

has the meaning assigned to such term in Section 2.06(c).

“Combined Lender”

has the meaning assigned to such term in Section 2.06(c).

“Commitment”

means a Term Loan Commitment.

“Commodity Exchange

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

“Communications”

means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan

Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent or any

Lender by means of electronic communications pursuant to Section 8.03(c), including through an Approved Electronic Platform.

“Connection Income

Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise

Taxes or branch profits Taxes.

“Consolidated Subsidiary”

means, as of any date, any Subsidiary or other entity the accounts of which would be consolidated with those of the Parent in its consolidated

financial statements as of such date prepared in accordance with GAAP.

“Consolidated Total

Assets” means the total consolidated assets of the Parent and its Subsidiaries, in each case determined in accordance with

GAAP.

“Corresponding

Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment

period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered

Entity” means any of the following:

(i) a “covered

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

(ii) a “covered

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

(iii) a “covered

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

“Covered Party”

has the meaning assigned to it in Section 9.17.

“Credit Event”

means a Borrowing.

“Credit Exposure”

means, as to any Lender at any time, an amount equal to the aggregate principal amount of its Term Loans outstanding at such time.

“Credit Party”

means the Administrative Agent or any other Lender.

“Daily

Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day,

a “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such

SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government

Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such

SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website; provided, that if the Daily Simple

SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR

without notice to the Borrower. If by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day

immediately following any SOFR Determination Date, SOFR in respect of such SOFR Determination Date has not been published on the SOFR

Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for

such SOFR Determination Date will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for

which such SOFR was published on the SOFR Administrator’s Website.

“Debt”

means, with respect to any Person at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all

obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person

to pay the deferred purchase price of property or services, except trade accounts payable and accrued liabilities (including employee

compensation and benefit obligations) arising in the ordinary course of business, (iv) the outstanding principal obligations of

such Person as lessee under capital leases, (v) all Debt of others secured by a Lien on any asset of such Person, whether or not

such Debt is assumed by such Person (it being understood that if such Debt has not been assumed by such Person, the amount of such Debt

shall be deemed to be the lesser of the fair market value at such date of such asset and the amount of such Debt), (vi) the aggregate

outstanding investment or claim held by purchasers, assignees or transferees of (or of interests in) receivables of such Person in connection

with any Securitization Transaction, (vii) all non-contingent reimbursement obligations of such Person under letters of credit and

bank guarantees, and (viii) all Debt (as defined above) of others Guaranteed by such Person. Notwithstanding the foregoing, Debt

shall exclude (a) any customary purchase price adjustments, earnouts, holdbacks and deferred payments of a similar nature in connection

with a Permitted Acquisition (including deferred compensation representing consideration or other contingent obligations incurred in

connection with a Permitted Acquisition), (b) any obligations in respect of customer advances in the ordinary course of business

consistent with past practices, (c) defeased, discharged and/or redeemed indebtedness so long as (1) neither the Parent nor

any Subsidiary has any liability (contingent or otherwise) with respect to such indebtedness and (2) the cash, securities and/or

other assets used to defease, discharge and/or redeem such indebtedness are not, directly or indirectly, an asset of the Parent or any

Subsidiary and (d) interest, fees, make-whole amounts, premiums, charges or expenses, if any, relating to the principal amount of

Debt. In the event any of the foregoing Debt is limited to recourse against a particular asset or assets of such Person, the amount

of the corresponding Debt shall be equal to the lesser of the amount of such Debt and the fair market value of such asset or assets,

as determined by the Borrower in good faith, at the date for determination of the amount of such Debt. For the avoidance of doubt, the

amount of Debt of any Person at any date will be calculated without duplication of any Guarantee in respect thereof.

“Default”

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

waived, become an Event of Default.

“Default Right”

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

as applicable.

“Defaulting Lender”

means any Lender that (a) has failed, within three (3) Business Days of the date required to be funded or paid, to (i) fund

any portion of its Loans or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the

case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s

good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any)

has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect,

that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement

indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified

and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements

in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Borrower or the Administrative

Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with

its obligations (and is financially able to meet such obligations) to fund prospective Loans under this Agreement, provided that such

Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification

in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a Bankruptcy Event

and/or (ii) a Bail-In Action.

“Designated Persons”

means any Person listed on a Sanctions List.

“Disqualified Institutions”

means (i) those Persons identified by the Borrower to the Administrative Agent and the Lenders in writing prior to the Effective

Date, (ii) those Persons that are reasonably determined by the Borrower to be competitors of the Borrower or any of its Subsidiaries

and which have been specifically identified by the Borrower to the Administrative Agent and the Lenders in writing prior to the Effective

Date and (iii) in the case of each of clauses (i) and (ii) (and any supplements thereto as contemplated below), any of

their respective Affiliates, to the extent any such Affiliate (x) is clearly identifiable as an Affiliate of the applicable Person

solely by similarity of such Affiliate’s name and (y) is not a bona fide debt investment fund that is an Affiliate of such

Person; provided that, the Borrower, by notice to the Administrative Agent and the Lenders after the Effective Date, shall be

permitted to supplement from time to time in writing by name the list of Persons that are Disqualified Institutions to the extent that

the Persons added by such supplements are determined by the Borrower to be competitors of the Borrower or any of its Subsidiaries (or

Affiliates of such competitors that are not bona fide debt investment funds). Each such supplement shall become effective three (3) Business

Days after delivery thereof to the Administrative Agent and the Lenders (including through an Approved Electronic Platform) in accordance

with Section 9.01, but which shall not apply retroactively to disqualify any Persons that have previously acquired an assignment

or participation interest in the Loans (but solely with respect to such Loans). It is understood and agreed that (i) the Administrative

Agent shall have no responsibility or liability to determine or monitor whether any Lender or potential Lender is a Disqualified Institution,

(ii) the Borrower’s failure to deliver such list (or supplement thereto) in accordance with Section 9.01 shall

render such list (or supplement) not received and not effective and (iii) “Disqualified Institution” shall exclude any

Person that the Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to the

Administrative Agent (which notice may be distributed to the Lenders) from time to time in accordance with Section 9.01.

“Disregarded Entity”

means an entity that, pursuant to Treas. Reg. § 301.7701-2(c)(2), is disregarded for U.S. federal income Tax purposes as an

entity separate from its owner.

“Documentation Agent”

means each of Banco Bilbao Vizcaya Argentaria, S.A., New York Branch, Bank of China Limited, Los Angeles Branch, Bank of Montreal Europe

PLC, and PNC Bank, National Association in its capacity as documentation agent hereunder.

“Dollar Amount”

of any amount of any currency means, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount,

(b) if such amount is expressed in a currency other than Dollars (a “Foreign Currency”), the equivalent of such

amount in Dollars determined by using the rate of exchange for the purchase of Dollars with such Foreign Currency last provided (either

by publication or otherwise provided to the Administrative Agent) by the applicable Reuters source on the Business Day (New York City

time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange

for the purchase of Dollars with such Foreign Currency, as provided by such other publicly available information service which provides

that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its reasonable discretion (or if such service

ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as reasonably determined

by the Administrative Agent, in consultation with the Borrower, using any reasonable method of determination it deems reasonably appropriate)

and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as reasonably determined by

the Administrative Agent, in consultation with the Borrower, using any reasonable method of determination it deems reasonably appropriate.

“Dollars”

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

“Domestic Subsidiary”

means each Subsidiary of the Parent other than a Foreign Subsidiary.

“DQ List”

has the meaning specified in Section 9.04(e)(iv) hereof.

“EBITDA”

means, for any period, the sum of the consolidated net income of the Parent for such period excluding the effect of (a) any non-cash

gains (including any non-cash gains arising from the adoption of mark-to-market accounting with respect to pension or other retirement

benefit plans); (b) any non-cash losses, charges and expenses (including any non-cash loss, charge or expense arising from the adoption

of mark-to-market accounting with respect to pension or other retirement benefit plans); (c) any earnings from discontinued operations

(but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations,

such earnings shall be excluded in the calculation of EBITDA (i) only when and to the extent such operations are actually disposed

of and (ii) if the sales revenue generated by the applicable entity or business unit in the twelve (12) months prior to such disposition

was $25,000,000 or more); (d) fees, costs, expenses, premiums, make-whole or penalty payments, other similar items and, in the case

of clause (v) below, awards, settlement payments and similar amounts, in each case, incurred after the Effective Date

(provided, that any such add back amounts arising in respect of the Transactions may be incurred prior to, on and/or after the

Effective Date) and arising out of (i) Permitted Acquisitions, (ii) investments and dispositions not prohibited by this Agreement,

(iii) any incurrence, issuance, repayment or refinancing of Debt permitted by this Agreement, (iv) any issuance or redemption

of Equity Interests and (v) litigation, arbitration and/or other resolutions of legal disputes (provided that the aggregate amount

permitted to be added back pursuant to this clause (d)(v) shall not exceed $25,000,000 during such period); (e) any

losses, charges, costs and expenses from discontinued operations plus, to the extent deducted in determining such consolidated net income,

but without duplication, Interest Expense, taxes on or measured by income, depreciation, amortization, non-cash stock-based compensation

expenses; (f) any losses, charges, costs and expenses from restructurings, casualty and condemnation events, takings under power

of eminent domain and similar events (not to exceed 10% of EBITDA for such period); (g) any unusual or non-recurring losses, charges,

costs and expenses to the extent deducted in the calculation of consolidated net income (together with the amount added back pursuant

to clause (h) below, not to exceed 10% of EBITDA); and (h) any cost-savings and cost synergies resulting from a Permitted

Acquisition projected in good faith by the Parent to be realized within 18 months of such acquisition (together with the amounts in clause

(g) above, not to exceed 10% of EBITDA).

“ECP”

means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations

promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“EEA Financial Institution”

means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of

an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in

clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary

of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country”

means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution

Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA

Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date”

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

“Electronic Signature”

means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with

the intent to sign, authenticate or accept such contract or record.

“Environmental Claims”

means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for

violation of any Environmental Law, or for release or injury to the environment.

“Environmental Laws”

means all federal, state and local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative

orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any judicial, regulating or other governmental

authority, in each case relating to environmental and land use matters or health or safety matters affecting the environment or land

use.

“Environmental

Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation,

fines, penalties or indemnities), of the Parent or any Subsidiary directly or indirectly resulting from or based upon (a) violation

of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,

(c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment

or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to

any of the foregoing.

“Equity Interests”

means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a

trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase

or acquire any such equity interest.

“ERISA”

means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”

means any trade or business (whether or not incorporated) under common control with the Parent within the meaning of Section 414(b) or

Code).

“EU” means

the European Union.

“EU Bail-In Legislation

Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as

in effect from time to time.

“EU Borrower”

has the meaning assigned to such term in Section 2.02(f).

“EU Borrowing Request”

has the meaning assigned to such term in Section 2.03.

“EU Funding Obligations”

has the meaning assigned to such term in Section 2.02(g).

“EU Lender”

has the meaning assigned to such term in Section 2.02(f).

“EU Lender Provisions”

means, collectively, Sections 2.02(e) through (and including) (k) and the final paragraph of Section 2.03.

“EU Notice”

has the meaning assigned to such term in Section 2.02(f).

“Event of Default”

has the meaning assigned to such term in Article VII; provided that any requirement for the giving of notice, the

lapse of time, or both, or any other condition has been satisfied.

“Excluded Swap Obligation”

means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of

such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified Swap Obligation (or any Guarantee

thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission

(or the application or official interpretation of any thereof) (a) by virtue of such Loan Party’s failure for any reason to

constitute an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes or would become effective

with respect to such Specified Swap Obligation or (b) in the case of a Specified Swap Obligation subject to a clearing requirement

pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Loan Party is a “financial

entity,” as defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act (or any successor provision thereto), at the

time the Guarantee of such Loan Party or the grant of such security interest becomes or would become effective with respect to such related

Specified Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion

shall apply only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security

interest is or becomes illegal.

“Excluded

Taxes” means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or

on account of any obligation of the Borrower or any guarantor under any Loan Document, (a) Taxes imposed on or measured by net income

(however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed by the jurisdiction under the laws of

which such recipient is organized or in which it has a principal office or, in the case of any Lender, in which its applicable lending

office is located or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any U.S. federal withholding Tax that

is imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant

to a law in effect on the date on which (i) such Lender becomes a party to this Agreement (other than pursuant to an assignment

request by the Borrower under Section 2.16(b) or Section 9.02(c)) or (ii) such Lender designates a

new lending office, except in each case to the extent that such Lender (or its assignor, if any) was entitled, immediately before the

designation of a new lending office (or an assignment), to receive additional amounts pursuant to Section 2.14(a), (c) Taxes

attributable to such recipient’s failure to comply with Section 2.14(e), (d) any withholding Tax that is imposed

under FATCA and (e) any deduction or withholding on account of Taxes imposed by Luxembourg under the law dated 23 December 2005,

as amended, introducing a final withholding tax on interest payable to Luxembourg resident individuals.

“Existing JPM Credit

Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of May 5, 2025, by and among the

Borrower, the Parent, Pentair MN, the financial institutions from time to time party thereto as lenders, and JPMorgan Chase Bank, N.A.,

as administrative agent, as amended prior to the date hereof and as the same may be further amended, restated, supplemented or otherwise

modified from time to time.

“Facility Office”

means the office or offices through which a Lender will perform its obligations under this Agreement.

“FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any

agreement entered into pursuant to Section 1471(b)(1) of the Code, and any fiscal or regulatory legislation, rules or

practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such

Sections of the Code.

“Federal Funds Effective

Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary

institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the

next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so

determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fee Letter”

means that certain Delayed Draw Term Loan Facilities Fee Letter, dated September 1, 2026, between the Borrower and U.S. Bank.

“Financial Officer”

means (i) with respect to the Borrower, a Manager of the Borrower; and (ii) with respect to the Parent, the Chief Financial

Officer, the Chief Accounting Officer or the Treasurer of the Parent.

“Fitch”

means Fitch Ratings, Inc.

“Floor”

means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,

amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate or the Daily Simple SOFR, as applicable.

For the avoidance of doubt, the initial Floor for each of the Adjusted Term SOFR Rate and the Daily Simple SOFR shall be 0%.

“Foreign Lender”

means a Lender that is neither a U.S. Person nor a Disregarded Entity that is treated for U.S. federal income Tax purposes as having

as its sole owner a Person that is a U.S. Person.

“Foreign Subsidiary”

means, with respect to any Person, each Subsidiary of such Person that is incorporated or organized under the laws of a jurisdiction

located outside of the United States or any state thereof.

“GAAP”

means generally accepted accounting principles as from time to time in effect in the United States of America.

“Governmental Authority”

means any federal, state, municipal, national or other governmental department, commission, board, bureau, court, agency, ministry or

instrumentality or political subdivision thereof or any entity, officer, minister or other Person exercising executive, legislative,

judicial, regulatory or administrative functions of or pertaining to any government or any court (including any supra-national bodies

such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory

capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel

Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Guarantee”

means, with respect to any Person, any obligation of such Person, contingent or otherwise, directly or indirectly guaranteeing any Debt

of any other Person or in any manner providing for the payment of any Debt of any other Person or otherwise protecting the holder of

such Debt against loss (whether by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay or otherwise);

provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course

of business. The term “Guarantee” used as a verb has a correlative meaning. It is understood that the amount of any

Guarantee of or by any Person shall be deemed to be the lower of (a) the amount of Debt in respect of which such Guarantee exists

and (b) the maximum amount for which such Person may be liable pursuant to the instrument embodying such Guarantee. For the avoidance

of doubt, in the event any Guarantee is limited to recourse against a particular asset or assets of such Person, the amount of

such Guarantee shall be equal to the lesser of the amount of such Guarantee and the fair market value of such asset or assets, as determined

by such Person in good faith, at the date for determination of the amount of such Guarantee.

“Guarantor”

means each of the Parent and each Additional Guarantor.

“Hazardous Materials”

means (a) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials,

polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated

as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

“Hedging

Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or similar agreement involving,

or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial

or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these

transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided

by current or former directors, officers, employees or consultants of the Parent or the Subsidiaries shall be a Hedging Agreement.

“Indemnified Taxes”

means (a) Taxes other than Excluded Taxes imposed on or with respect to any payment made by any Loan Party under any Loan Document

and (b) Other Taxes.

“Indemnitee”

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

“Ineligible Institution”

has the meaning assigned to such term in Section 9.04(b).

“Information”

has the meaning assigned to such term in Section 9.12.

“Insolvency Regulation”

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

“Interest Coverage

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

Expense in respect of intercompany Debt), to the extent paid in cash, for such period.

“Interest Election

Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05 in

substantially the form approved by the Administrative Agent and separately provided to the Borrower.

“Interest Expense”

means, for any period, the sum, without duplication, of consolidated interest expense of the Parent and its Subsidiaries for such period

(including, in each case to the extent included in interest expense on the Parent’s consolidated income statement, the interest

component of capital leases, the interest component of Synthetic Lease Obligations, facility, commitment and usage fees, and fees for

standby letters of credit), plus consolidated yield or discount accrued, during such period on the aggregate outstanding investment

or claim held by purchasers, assignees or other transferees of (or of interests in) receivables of the Parent and its Subsidiaries in

connection with any Securitization Transaction (regardless of the accounting treatment of such Securitization Transaction), plus net

payments (if any) pursuant to Hedging Agreements, minus the sum (without duplication) of (a) annual administrative agent

fees, (b) costs associated with obtaining swap agreements and any interest expense attributable to the movement of the mark-to-market

valuation of obligations under swap agreements or other derivative instruments and any one-time costs associated with breakage in respect

of swap agreements for interest rates, (c) costs associated with the issuance or incurrence of debt, including amortization and

write-off of deferred and other financing fees, debt issuance costs, commissions, fees and expenses and original issue discount, (d) PIK

interest, (e) any non-cash expense in respect of any interest component relating to accretion or accrual of discounted liabilities

and (f) net receipts (if any) pursuant to Hedging Agreements.

“Interest Payment

Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and the

applicable Maturity Date and (b) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the

Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’

duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first

day of such Interest Period and the applicable Maturity Date.

“Interest Period”

means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically

corresponding day in the calendar month that is one, three or six months thereafter (or such other period of time as is acceptable to

each of the Lenders) (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment), as

the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest

Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar

month, in which case such Interest Period shall end on the first Business Day immediately prior to such date, (ii) any Interest

Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in

the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period

and (iii) no tenor that has been removed from this definition pursuant to Section 2.11(e) shall be available for

specification in any Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be

the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of

such Borrowing.

“Ireland”

means Ireland, exclusive of Northern Ireland.

“Irish Companies

Act” means the Companies Act 2014 of Ireland.

“Irish Guarantor”

means each of the Parent and each Additional Guarantor organized under the laws of Ireland, if any.

“Irish Loan Party”

means each Irish Guarantor.

“Irish

Qualifying Lender” means a Lender which is beneficially entitled to interest payable to it in respect of an advance under this

Agreement, and is:

(a)            a

bank within the meaning of Section 246 of the Irish TCA which is carrying on a bona fide banking business in Ireland for the purposes

of Section 246(3)(a) of the Irish TCA and whose Facility Office is located in Ireland; or

(b)

(i) a company

(within the meaning of Section 246 of the Irish TCA) which by virtue of the laws of a Relevant Territory is resident in that Relevant

Territory for the purposes of tax and that Relevant Territory imposes a tax which corresponds to Irish income tax or Irish corporation

tax and which generally applies to interest receivable in that Relevant Territory by companies (within the meaning of Section 246

of the Irish TCA) from sources outside that Relevant Territory; or

(ii) a company

(within the meaning of Section 246 of the Irish TCA) in receipt of interest under this Agreement which:

(A) is exempted

from the charge to Irish income tax under an Irish Treaty between Ireland and the country in which the Lender is resident for tax purposes

having the force of law under the procedures set out in section 826(1) of the Irish TCA; or

(B) would be

exempted from the charge to Irish income tax under an Irish Treaty between Ireland and the country in which the Lender is resident for

tax purposes entered into on or before the payment date of that interest if that Irish Treaty had the force of law under the procedures

set out in section 826(1) of the Irish TCA at that date; or

(iii) a U.S.

company that is incorporated in the U.S. and taxed in the U.S. on its worldwide income; or

(iv) a U.S.

limited liability company (“LLC”), provided the ultimate recipients of the interest would be Irish Qualifying Lenders

within paragraph (i), (ii) or (iii) of this definition and the business conducted through the LLC is so structured for non-tax

commercial reasons and not for tax avoidance purposes;

provided

that, in the case of (i), (ii), (iii), and (iv), the company does not provide its (or in the case of (iv), the ultimate recipients

of the interest do not provide their) commitment in connection with a trade or business which is carried on in Ireland through a branch

or agency; or

body corporate which:

(i) advances

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

(ii) in whose

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

(iii) which

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

(d)           a

qualifying company within the meaning of Section 110 of the Irish TCA; or

(e)           an

investment undertaking within the meaning of Section 739B of the Irish TCA; or

(f)            an

Irish Treaty Lender; or

(g)           an

exempted approved scheme within the meaning of Section 774 of the Irish TCA.

“Irish TCA”

means the Taxes Consolidation Act, 1997 of Ireland.

“Irish Treaty Lender”

means a Lender (other than a Lender falling within clause (b) of the definition of Irish Qualifying Lender) which is on the date

the relevant payment is made entitled under a double taxation agreement (an “Irish Treaty”) in force on that date

between Ireland and another jurisdiction to that payment without any withholding for or on account of Irish Tax (subject to the completion

of any procedural formalities) and which does not carry on a business in Ireland through a permanent establishment with which that Lender’s

participation in the Loan is effectively connected.

“Knowledge”

means the actual knowledge of a Responsible Officer, without giving effect to imputed or constructive knowledge or giving rise to any

duty to investigate.

“Lender Parent”

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

“Lender-Related

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

“Lenders”

means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereunder pursuant to an Assignment

and Assumption or other documentation contemplated hereby, other than any such Person that ceases to be a party hereto pursuant to an

Assignment and Assumption or other documentation contemplated hereby. For the avoidance of doubt, the term “Lender” includes

each Term Lender and the term “Lenders” includes all Term Lenders.

“Liabilities”

means any losses, claims, damages or liabilities.

“Lien”

means any interest in property securing any obligation owed to, or a claim by, a Person other than the owner of the property, whether

such interest is based on the common law, statute, regulation, decree or contract, including (a) any lien or security interest arising

from any mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or consignment or bailment for security

purposes and (b) the interest of a person under a capital lease (but excluding the interest of a lessor under an operating lease).

“Liquidity”

means, at any time, the amount of unrestricted and unencumbered cash and cash equivalent investments of the Parent and its Subsidiaries

at such time that is not subject to any Lien other than Liens permitted under Section 6.03 that is in excess of $5,000,000

but in no event to exceed $250,000,000.

“Loan Documents”

means this Agreement, any promissory notes executed and delivered pursuant to Section 2.07(g), each Borrowing Request and

any and all other instruments and documents executed and delivered in connection with any of the foregoing.

“Loan Parties”

means each Guarantor and the Borrower.

“Loans”

means the term loans made by the Lenders to the Borrower pursuant to this Agreement, it being understood that conversions and continuations

of Loans are not Loans hereunder.

“Luxembourg”

means the Grand Duchy of Luxembourg.

“Luxembourg Bankruptcy

Modernisation Law” means the Luxembourg law on business continuity, restructuring and the modernisation of the bankruptcy regime

dated 7 August 2023.

“Luxembourg

Debtor Relief Laws” means (i) bankruptcy (faillite) within the meaning of Articles 437 et seq. of the Luxembourg

Commercial Code, (ii) judicial reorganisation proceedings in the form of a mutual agreement (réorganisation judiciaire

par accord amiable), a collective agreement (réorganisation judiciaire par accord collectif) or a judicial reorganisation

by transfer by court order (réorganisation judiciaire par transfert par décision de justice) within the meaning

of the Luxembourg Bankruptcy Modernisation Law, (iii) suspension of payments (sursis de paiement) within the meaning of Articles

593 et seq. of the Luxembourg Commercial Code, and (iv) voluntary or compulsory liquidation pursuant to the Luxembourg law

of August 10, 1915 on commercial companies.

“Luxembourg

Person” means an entity that (i) is organized under the laws of the Grand-Duchy of Luxembourg, (ii) has its center

of main interests, within the meaning of the Insolvency Regulation, in Luxembourg or (iii) has an establishment, within the

meaning of the Insolvency Regulation, in Luxembourg.

“Luxembourg

Relief” means bankruptcy (faillite), suspension of payments (sursis de paiement), administrative dissolution

without liquidation (dissolution administrative sans liquidation), judicial reorganisation proceedings in the form of a

mutual agreement (réorganisation judiciaire par accord amiable), a collective agreement (réorganisation judiciaire

par accord collectif) or a judicial reorganisation by transfer by court order (réorganisation judiciaire par transfert

par décision de justice), a general settlement with creditors and voluntary or compulsory liquidation, as such terms are understood

within the Luxembourg Debtor Relief Laws, and also means any other proceedings affecting the rights of creditors generally or the appointment

of an interim administrator (administrateur provisoire).

“Material Acquisition”

means any acquisition if the aggregate consideration paid or to be paid (including liabilities to be assumed as part of the purchase

consideration) by the Parent or a Subsidiary in respect of such acquisition is equal to or greater than $250,000,000.

“Material Adverse

Effect” means a material adverse effect on (i) the business, assets, operations or financial condition of the Parent and

its Subsidiaries taken as a whole or (ii) the ability of any Loan Party to perform its obligations hereunder; provided, however,

that specific events, circumstances, changes, effects or conditions (and not general economic or industry conditions) specifically applicable

to the Parent and its Subsidiaries disclosed in the Public Filings shall not constitute a “Material Adverse Effect” to the

extent so disclosed.

“Material Financial

Obligations” means Debt or Synthetic Lease Obligations of the Parent or any Subsidiary (excluding amounts owed to the Parent

or any Subsidiary that is wholly-owned (except for directors’ qualifying shares)) in an aggregate amount (for all applicable Debt

and Synthetic Lease Obligations, but without duplication) equal to or greater than a Dollar Amount of $75,000,000.

“Material Subsidiary”

means (a) the Borrower, (b) each Additional Guarantor that is a Subsidiary of the Parent and (c) each other Subsidiary

of the Parent that at the time of determination constitutes a “significant subsidiary” (as such term is defined in Regulation

S-X of the SEC as in effect on the date of this Agreement).

“Maturity Date”

means the Tranche 1 Term Loan Maturity Date and/or the Tranche 2 Term Loan Maturity Date, as applicable.

“Maximum Rate”

has the meaning assigned to such term in Section 9.14.

“Moody’s”

means Moody’s Investors Service, Inc.

“Net Leverage Ratio”

means, as of the last day of any period of four consecutive fiscal quarters, the ratio of (a) (i) the sum (without duplication)

of the outstanding principal amount of all Debt (excluding, without duplication, Synthetic Lease Obligations) of the Parent and its Consolidated

Subsidiaries determined on a consolidated basis as of such date, minus (ii) Liquidity as of such date, to (b) EBITDA

for the period of four consecutive fiscal quarters then ended; provided that for purposes of calculating EBITDA pursuant to this

clause (b), the consolidated net income of any Person or business unit acquired (or divested or liquidated, if the sales revenue

generated by such Person or business unit in the 12 months prior to such divestiture or liquidation was $25,000,000 or more) by the Parent

or any Subsidiary during such period (plus, to the extent deducted in determining such consolidated net income, Interest

Expense, income tax expense, depreciation and amortization and non-cash compensation expenses of such Person or business unit) shall

be included (or, in the case of a divestiture or liquidation, excluded) on a pro forma basis for such period (assuming the consummation

of each such acquisition and the incurrence or assumption of any Debt in connection therewith (or the consummation of such divestiture

or liquidation) occurred on the first day of such period) in accordance with Article 11 of Regulation S-X of the SEC; provided,

further, that, at any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case

of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to

the consummation of such Material Acquisition (or termination of the definitive documentation in respect thereof (or such later date

as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition

Debt (and the proceeds of such Debt) shall be excluded from the determination of the Net Leverage Ratio.

“Non-Consenting

Lender” has the meaning assigned to such term in Section 9.02(c).

“Note”

means a note substantially in the form of Exhibit D-1 or D-2 hereto, as applicable, evidencing the Term Loans of the

applicable Class made by any applicable Lender to the Borrower.

“NYFRB”

means the Federal Reserve Bank of New York.

“NYFRB Rate”

means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding

Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that

if both such rates are not so published for any day that is a Business Day, the term “NYFRB Rate” means the rate quoted for

such day for a federal funds transaction at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal

funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined

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

“NYFRB’s Website”

means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations”

means all indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, examinership, receivership

or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the

Parent and its Subsidiaries to any of the Lenders, any indemnified party and the Administrative Agent, individually or collectively,

under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement obligations incurred

or other instruments at any time evidencing any thereof.

“OFAC”

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

“Organizational

Documents” means, (a) with respect to any corporation or unlimited liability company, the certificate or articles of incorporation

and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect

to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with

respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable

agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with

its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if

applicable, any certificate or articles of formation or organization of such entity.

“Other Connection

Taxes” means, with respect to the Administrative Agent or any Lender, Taxes imposed as a result of a present or former connection

between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered,

become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged

in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document (other

than an assignment at the request of the Borrower under Section 2.16(b)).

“Other Taxes”

means any and all present or future stamp, registration or documentary Taxes or any other excise or property Taxes, charges or similar

Taxes or levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect

to, any Loan Document, but excluding (i) Excluded Taxes, (ii) Taxes that are Other Connection Taxes imposed with respect to

an assignment (other than an assignment made pursuant to Section 2.16(b)) and (iii) any such stamp, court or documentary,

intangible, mortgage, recording, filing or similar Tax that becomes payable upon a registration made by any party (including, for the

avoidance of doubt, any Luxembourg registration duties (droits d’enregistrement)), including the Administrative Agent or

any Lender, if such registration is not required to enforce the rights of such party or obligations of any party under a Loan Document.

“Outbound Investment

Rules” means the regulations administered and enforced, together with any related public guidance issued, by the United States

Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the date of this

Agreement, and as codified at 31 C.F.R. § 850.101 et seq.

“Overnight Bank

Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions

denominated in Dollars by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the

NYFRB as set forth on the NYFRB’s Website from time to time) and published on the next succeeding Business Day by the NYFRB as

an overnight bank funding rate.

“Parent”

means Pentair plc, an Irish public limited company.

“Participant”

has the meaning set forth in Section 9.04(c).

“Participant Register”

has the meaning set forth in Section 9.04(c).

“Patriot Act”

has the meaning assigned to it in Section 9.13.

“Payment”

has the meaning assigned to it in Section 8.06(c).

“Payment Notice”

has the meaning assigned to it in Section 8.06(c).

“Payment Office”

of the Administrative Agent means the office, branch, affiliate or correspondent bank of the Administrative Agent for such currency as

specified from time to time by the Administrative Agent to the Borrower and each Lender.

“PBGC”

means the Pension Benefit Guaranty Corporation and any successor thereto.

“Permitted Acquisition”

means (i) the Specified Acquisition and (ii) any other Acquisition by the Parent or a Subsidiary which satisfies each of the

following requirements: (x) no Event of Default or Default has occurred and is continuing at the time of, or will result upon giving

effect to, such Acquisition; and (y) in the case of the Acquisition of any Person, the board of directors (or equivalent governing

body) of the Person being acquired (or all of the equity holders thereof) shall have approved such Acquisition.

“Person”

means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated

association, joint venture or Governmental Authority.

“Plan”

means at any time an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards

under Section 412 of the Code and is either (i) maintained by the Parent or any ERISA Affiliate for employees of the Parent

or such ERISA Affiliate or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more

than one employer makes contributions and to which the Parent or any ERISA Affiliate is then making or accruing an obligation to make

contributions or has within the preceding five plan years made contributions.

“Plan Asset Regulations”

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

“Prime Rate”

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

Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release

H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar

rate quoted therein (as determined reasonably and in good faith by the Administrative Agent) or any similar release by the Board (as

determined reasonably and in good faith by the Administrative Agent). Each change in the Prime Rate shall be effective from and including

the date such change is publicly announced or quoted as being effective.

“PTE”

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

to time.

“Public Debt Rating”

means the rating that has been most recently announced by S&P, Moody’s or Fitch, as the case may be, for any class of non-credit

enhanced long-term senior unsecured debt issued by the Borrower (or if no such rating is then in effect with respect to such debt, then

the corporate, issuer or similar rating with respect to the Parent, that has been most recently announced by S&P, Moody’s or

Fitch, as the case may be), or, if any such rating agency shall have issued more than one such rating, the lowest such rating issued

by such rating agency.

“Public Filings”

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

the Effective Date.

“QFC”

has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.

5390(c)(8)(D).

“QFC Credit Support”

has the meaning assigned to it in Section 9.17.

“Reference Time”

with respect to any setting of the then-current Benchmark means (i) if such Benchmark is the Term SOFR Rate, 5:00 a.m., Chicago

time, on the day that is two (2) U.S. Government Securities Business Days preceding the date of such setting, (ii) if such

Benchmark is not the Term SOFR Rate, the time determined by the Administrative Agent in its reasonable good faith discretion.

“Register”

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

“Related Indemnified

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

“Related Parties”

means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,

administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental

Body” means the Board, the NYFRB and/or the CME Term SOFR Administrator, as applicable, or a committee officially endorsed

or convened by the Board and/or the NYFRB or, in each case, any successor thereto.

“Relevant Rate”

means the Adjusted Term SOFR Rate.

“Relevant Screen

Rate” means the Term SOFR Reference Rate.

“Relevant Territory”

means:

(a) a member state of

the European Communities (other than Ireland); or

(b) to the extent not

a member state of the European Communities, a jurisdiction with which Ireland has entered into a double taxation treaty that either has

the force of law by virtue of Section 826(1) of the Irish TCA or which will have the force of law on completion of the procedures

set out in Section 826(1) of the Irish TCA.

“Replacement Lender”

has the meaning assigned to such term in Section 2.06(c).

“Required Lenders”

means, subject to Section 2.18, Lenders having Credit Exposures and Unfunded Term Loan Commitments representing more than

50% of the sum of the total Credit Exposures and Unfunded Term Loan Commitments at such time; provided that, for the purpose of

determining the Required Lenders needed for any waiver, amendment, modification or consent of or under this Agreement or any other Loan

Document, any Lender that is the Parent or an Affiliate of the Parent shall be disregarded.

“Resolution Authority”

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

“Responsible Officer”

means (i) with respect to the Borrower, a Manager of the Borrower; (ii) with respect to the Parent, the Chief Executive Officer,

the Chief Financial Officer, the Chief Accounting Officer or the Treasurer of the Parent; and (iii) with respect to any other Loan

Party, a manager, a director, the chief executive officer, the chief operating officer, the president, any vice president (if appointed

by the board of directors or similar governing body of such Loan Party), the chief financial officer, the treasurer or any assistant

treasurer of such Loan Party, or any other officer having substantially the same authority and responsibility.

“Retired Commitments”

has the meaning assigned to such term in Section 2.06(c).

“Reuters”

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

“S&P”

means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and any successor thereto.

“Sanctioned

Country” means a country, region or territory which is at any relevant time subject to any comprehensive Sanctions (at

the time of this Agreement, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea,

Zaporizhzhia and Kherson Regions of Ukraine, Cuba, Iran and North Korea).

“Sanctions”

means:

(a) economic or financial

sanctions, trade embargoes or similar restrictions imposed, administered or enforced from time to time by the US government and administered

by OFAC; and

(b) (i) economic

or financial sanctions imposed, trade embargoes or similar restrictions imposed, administered or enforced from time to time by the US

State Department, the US Department of Commerce, the US Department of the Treasury or (ii) the United Nations Security Council,

the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Sanctions List”

means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) maintained by the US government,

including by OFAC, the US State Department, the US Department of Commerce or the US Department of the Treasury or by the United Nations

Security Council or any similar list maintained by any other U.S. government entity or by the United Nations Security Council, the European

Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority or other

relevant sanctions authority, in each case as the same may be amended, supplemented or substituted from time to time.

“SEC”

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

“Securitization

Transaction” means any sale, assignment or other transfer by the Parent or any Subsidiary of accounts receivable, lease receivables,

financial assets or other payment obligations owing to the Parent or such Subsidiary or any interest in any of the foregoing (other than

sales of defaulted receivables, foreign receivables or similar items in the ordinary course of business), together in each case with

any collections and other proceeds thereof, any collection or deposit accounts related thereto, and any collateral, guaranties or other

property or claims in favor of the Parent or such Subsidiary supporting or securing payment by the obligor thereon of, or otherwise related

to, any such receivables, financial assets or other payment obligations.

“Senior Financial

Officer” means the Chief Financial Officer, the Chief Accounting Officer or the Treasurer of the Parent.

“Service of Process

Agent” means (i) Pentair MN and (ii) if Pentair MN ceases to be a Loan Party hereunder, CT Corporation Systems, with

an office on the date hereof at 111 Eighth Avenue, New York, New York 10011.

“SOFR”

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

“SOFR Administrator”

means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s

Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight

financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Rate Day”

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

“Specified Acquisition”

means the Acquisition of the Target by the Buyer pursuant to the Specified Acquisition Agreement.

“Specified

Acquisition Agreement” means that certain Unit Purchase Agreement, dated as of July 27, 2026, by and among the Buyer,

Parent, the Target, the “Seller” (as defined in the Specified Acquisition Agreement) and the “Stockholders” (as

defined in the Specified Acquisition Agreement) party thereto, as the same may be amended, restated, supplemented or otherwise modified

in accordance with the limitations set forth in Section 4.02(d).

“Specified Acquisition

Agreement Representations” means the representations made by or with respect to the Target and its Subsidiaries in the Specified

Acquisition Agreement as are material to the interests of the Lenders (provided that, for this purpose, materiality shall be determined

by reference to the Specified Acquisition as a whole and not by reference to the interests of any individual Lender), but only to the

extent that the Borrower or the Parent (or a Subsidiary of the Borrower or Parent) has the right to terminate its obligations under the

Specified Acquisition Agreement, or to decline to consummate the Specified Acquisition pursuant to the Specified Acquisition Agreement,

as a result of a breach of such representations in the Specified Acquisition Agreement and, for the avoidance of doubt, the accuracy

of the Specified Acquisition Agreement Representations shall be determined solely by reference to the standards set forth in the Specified

Acquisition Agreement (including any materiality, material adverse effect or similar qualifiers contained therein) and not be a reference

to any other standard.

“Specified Acquisition

Consummation Date” means the date on which the Specified Acquisition is consummated pursuant to the terms of the Specified

Acquisition Agreement.

“Specified Ancillary

Obligations” means all obligations and liabilities (including interest and fees accruing during the pendency of any bankruptcy,

insolvency, examinership, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) of

any of the Subsidiaries, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent,

matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, to the Lenders

or any of their Affiliates under any Hedging Agreement or any Banking Services Agreement; provided that the definition of “Specified

Ancillary Obligations” shall not create or include any guarantee by any Loan Party of (or grant of security interest by any Loan

Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any

Loan Party.

“Specified Representations”

means (x) those representations and warranties made by each Loan Party in Section 3.01 (solely with respect to each

Loan Party’s corporate, limited liability company, or equivalent, as applicable, status), Section 3.02 (solely with

respect to (i) such Loan Party’s corporate or similar power and authority to enter into the Loan Documents as of the Effective

Date and as of the Specified Acquisition Consummation Date, (ii) the due authorization, execution and delivery by each Loan Party

of the Loan Documents and (iii) no conflicts between (1) each Loan Party’s execution, delivery and performance of the

Loan Documents in effect as of the Effective Date and as of the Specified Acquisition Consummation Date, and the Borrower’s incurrence

of the Term Loans as of the Specified Acquisition Consummation Date and (2) (x) each Loan Party’s Organizational Documents

and (y) any agreements, documents and instruments governing Debt for borrowed money of any Loan Party in an aggregate principal

amount under any such agreement, document or instrument equaling or exceeding $75,000,000), Section 3.03 (solely with respect

to the enforceability against each Loan Party of the Loan Documents), Section 3.08, Section 3.10 (solely with

respect to Regulation U), Section 3.12 (solely with respect to the Borrower’s use of proceeds of the Term Loans not

violating Anti-Corruption Laws or applicable Sanctions), Section 3.14 (solely as of the Effective Date and as of the Specified

Acquisition Consummation Date), and (y) the Borrower’s and the Parent’s representation, made by each of the Borrower

and the Parent as of the Effective Date and as of the Specified Acquisition Consummation Date, that no Event of Default is outstanding

under clauses (f) and (g) of Article VII.

“Specified Swap

Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction

that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations

promulgated thereunder.

“Subsidiary”

of a Person means a company, corporation, partnership, joint venture, limited liability company or other business entity of which a majority

of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other

than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,

or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary

or Subsidiaries of the Parent.

“Supported QFC”

has the meaning assigned to such term in Section 9.17.

“Surviving Commitment”

has the meaning assigned to such term in Section 2.06(c).

“Surviving Lender”

has the meaning assigned to such term in Section 2.06(c).

“Syndication Agent”

means Bank of America, N.A. in its capacity as syndication agent hereunder.

“Synthetic Lease

Obligations” means obligations under operating leases (as determined pursuant to Statement of Financial Accounting Standards

No. 13) of properties which are reported for United States income tax purposes as owned by the Parent or a Consolidated Subsidiary.

The amount of Synthetic Lease Obligations under any such lease shall be determined in accordance with GAAP as if such operating lease

were a capital lease.

“Target”

means Taco Group Holdings Inc., a Delaware corporation.

“Taxes”

means any and all present or future taxes, levies, imposts, duties, deductions, fees, value added taxes, or any other goods and services,

use or sales taxes, assessments, charges or withholdings imposed by any Governmental Authority, including any interest, additions to

tax or penalties applicable thereto.

“Term Benchmark”,

when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest at a rate

determined by reference to the Adjusted Term SOFR Rate (except pursuant to clause (c) of the definition of “Alternate Base

Rate”).

“Term Lender”

means any Tranche 1 Term Lender or Tranche 2 Term Lender.

“Term Loan Commitment”

means (a) as to any Term Lender, the aggregate amount of such Term Lender’s Tranche 1 Term Loan Commitments and Tranche 2

Term Loan Commitments and (b) as to all Term Lenders, the aggregate amount of all Term Lenders’ Tranche 1 Term Loan Commitments

and Tranche 2 Term Loan Commitments, which aggregate commitment shall be $1,400,000,000 on the Effective Date. After advancing the Term

Loans, each reference to a Term Lender’s Term Loan Commitment shall refer to that Term Lender’s Applicable Percentage of

the Term Loans.

“Term Loan Commitment

Expiration Date” means the earliest of (a) the fifth Business Day after the “Outside Date” (as defined in

the Specified Acquisition Agreement as in effect on July 27, 2026 and after giving effect to a single automatic 30-day extension

thereof pursuant to Section 9(a)(iii) of the Specified Acquisition Agreement as in effect on July 27, 2026), (b) the

date of the closing of the Specified Acquisition after giving effect to the full funding of the Term Loans on such date, (c) the

date that the Specified Acquisition Agreement expires in accordance with its terms or the Parent, the Borrower, or the Parent’s

or the Borrower’s respective applicable Subsidiary’s obligations to consummate the Specified Acquisition under the Specified

Acquisition Agreement terminate in accordance with its terms and, in each case, the Borrower notifies the Administrative Agent in writing

of the same (provided, that a public announcement of the same shall constitute such notice, and provided, further,

that the failure to deliver such notice shall not affect the termination of the Term Loan Commitments), (d) December 31, 2026

and (e) the date set forth in a written notice from the Borrower to the Administrative Agent and the Lenders of the Borrower’s

election to terminate all of the Term Loan Commitments in full.

“Term Loan Facilities”

means the term loan facilities under this Agreement.

“Term Loans”

means, collectively, the Tranche 1 Term Loans and Tranche 2 Term Loans made by the Term Lenders to the Borrower pursuant to Section 2.01.

“Term SOFR Determination

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

“Term SOFR Rate”

means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference

Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable

to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference

Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term

Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum published

by the CME Term SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00

p.m. (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor

has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not

occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term

SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities

Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding

U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR

Determination Day.

“Trade Date”

has the meaning specified in Section 9.04(e)(i) hereof.

“Tranche 1 Term

Lender” means, as of any date of determination, each Lender having a Tranche 1 Term Loan Commitment or that holds Tranche 1

Term Loans.

“Tranche 1 Term

Loan Commitment” means (a) as to any Term Lender, the aggregate commitment of such Term Lender to make Tranche 1 Term

Loans as set forth on Schedule 2.01 or in the Assignment and Assumption or other documentation or record (as such term is defined

in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C) or other documentation

contemplated hereby pursuant to which such Term Lender shall have assumed its Tranche 1 Term Loan Commitment, as applicable and (b) as

to all Term Lenders, the aggregate commitment of all Term Lenders to make Tranche 1 Term Loans, which aggregate commitment shall be $400,000,000

on the Effective Date. After advancing the Tranche 1 Term Loans, each reference to a Term Lender’s Tranche 1 Term Loan Commitment

shall refer to that Term Lender’s Applicable Percentage of the Tranche 1 Term Loans.

“Tranche 1 Term

Loan Maturity Date” means the date that occurs eighteen (18) months after the Specified Acquisition Consummation Date; provided,

that if such date is not a Business Day, the Tranche 1 Term Loan Maturity Date shall be the first Business Day immediately prior to such

date.

“Tranche 1 Term

Loans” means the term loans made by the Term Lenders to the Borrower pursuant to Section 2.01(a).

“Tranche 2 Term

Lender” means, as of any date of determination, each Lender having a Tranche 2 Term Loan Commitment or that holds Tranche 2

Term Loans.

“Tranche 2 Term

Loan Commitment” means (a) as to any Term Lender, the aggregate commitment of such Term Lender to make Tranche 2 Term

Loans as set forth on Schedule 2.01 or in the Assignment and Assumption or other documentation or record (as such term is defined

in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C) or other documentation

contemplated hereby pursuant to which such Lender shall have assumed its Tranche 2 Term Loan Commitment, as applicable and (b) as

to all Term Lenders, the aggregate commitment of all Term Lenders to make Tranche 2 Term Loans, which aggregate commitment shall be $1,000,000,000

on the Effective Date. After advancing the Tranche 2 Term Loans, each reference to a Term Lender’s Tranche 2 Term Loan Commitment

shall refer to that Term Lender’s Applicable Percentage of the Tranche 2 Term Loans.

“Tranche 2 Term

Loan Maturity Date” means May 5, 2030; provided, that if such date is not a Business Day, the Tranche 2 Term Loan

Maturity Date shall be the first Business Day immediately prior to such date.

“Tranche 2 Term

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

“Transactions”

means (i) the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, (ii) the

borrowing of Loans, (iii) the use of the proceeds thereof and (iv) the Specified Acquisition.

“Type”,

when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such

Borrowing, is determined by reference to the Adjusted Term SOFR Rate, Alternate Base Rate or, if then applicable, any other Benchmark.

“UKPTIL”

has the meaning assigned to such term in Section 3.12.

“Unadjusted

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

“Unfunded Term Loan

Commitment” means, with respect to each Term Lender, prior to the funding of the Term Loans on the Specified Acquisition Consummation

Date, the Term Loan Commitment of such Lender (it being understood and agreed that after the funding of the Term Loans on the Specified

Acquisition Consummation Date, the Unfunded Term Loan Commitment of each Term Lender shall be zero).

“Unfunded Vested

Liabilities” means, with respect to any Plan at any time, the amount (if any) by which (i) the current liability as defined

in Section 412(l)(7) of the Code under such Plan exceeds (ii) the fair market value of all Plan assets allocable to such

benefits, all as determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents

a potential liability of the Parent or any ERISA Affiliate to the PBGC or such Plan under Title IV of ERISA.

“United Kingdom”

and “UK” each mean the United Kingdom of Great Britain and Northern Ireland.

“United States”

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

“U.S. Bank”

means U.S. Bank National Association and its successors.

“U.S. Government

Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the

Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire

day for purposes of trading in United States government securities.

“U.S. Lender”

means a Lender that is not a Foreign Lender.

“U.S. Person”

means (i) for purposes of Sections 3.18 and 6.07 hereof, any United States citizen, lawful permanent resident, entity

organized under the laws of the United States or any jurisdiction within the United States, including any foreign branch of any such

entity, or any person in the United States and (ii) for all other purposes, a “United States person” within the meaning

of Section 7701(a)(30) of the Code.

“U.S. Special

Resolution Regime” has the meaning assigned to such term in Section 9.17.

“UK Financial Institution”

means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom

Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated

by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates

of such credit institutions or investment firms.

“UK Resolution Authority”

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

“Write-Down and

Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such

EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and

conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of

the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any

UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into

shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect

as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In

Legislation that are related to or ancillary to any of those powers.

Section 1.02      Classification

of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Tranche

1 Term Loan”) or by Type (e.g., a “Term Benchmark Loan”). Borrowings also may be classified and referred to

by Class (e.g., a “Tranche 1 Term Loan Borrowing”) or by Type (e.g., a “Term Benchmark Borrowing”).

Section 1.03      Terms

Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the

context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,

“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The

word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law”

shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations

thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all

Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument

or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended,

restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications

set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto

as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (c) any

reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions

on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded

to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words

of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all

references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits

and Schedules to, this Agreement and (f) the words “asset” and “property” shall be construed to have the

same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts

and contract rights.

Section 1.04      Accounting

Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in

accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the

Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP

or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required

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

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

without giving effect to such change until such notice shall have been withdrawn or such provision is amended in accordance herewith.

Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed,

and all computations of amounts and ratios referred to herein (including computations in respect of compliance with Sections 6.01

and 6.02) shall be made (a) without giving effect to any election under Financial Accounting Standards Board Accounting Standards

Codification 825 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect)

to value any Debt or other liabilities of the Parent, the Borrower or any Subsidiary at “fair value”, as defined therein

and (b) without giving effect to any treatment of Debt under Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting

Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated

manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof and (ii) except

to the extent contemplated by clause (b) of the second sentence of the definition of “Synthetic Lease Obligations”,

without giving effect to any change to, or modification of, GAAP (including any future phase-in of changes to GAAP that have been approved

as of December 1, 2018) which would require the capitalization of leases characterized as “operating leases” as of December 1,

2018 (it being understood and agreed, for the avoidance of doubt, financial statements delivered pursuant to Section 5.01(a) and

5.01(b) shall be prepared without giving effect to this sentence).

Section 1.05      Interest

Rates; Benchmark Notification. The interest rate on a Loan denominated in Dollars may be derived from an interest rate benchmark

that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition

Event, Section 2.11(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent

does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission,

performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor

rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative,

successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest

rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability.

The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any

interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any

relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources

or services in its reasonable good faith discretion to ascertain any interest rate used in this Agreement, any component thereof, or

rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the

Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental

or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any

error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.06      Luxembourg

Terms. Notwithstanding any other provision of this Agreement to the contrary, in this Agreement where it relates to any Loan Party

which is organized under the laws of Luxembourg, a reference to: (a) a receiver, conservator, trustee, administrator, custodian,

assignee for the benefit of creditors, compulsory manager or other similar officer includes a juge délégué, juge-commissaire,

mandataire de justice, administrateur provisoire, conciliateur d’entreprise, liquidateur or curateur; (b) liquidation,

bankruptcy, insolvency, reorganization, moratorium or any similar proceeding shall include (i) insolvency/bankruptcy (faillite)

within the meaning of Articles 437 ff. of the Luxembourg Commercial Code, (ii) suspension of payments (sursis de paiement)

within the meaning of Articles 593 ff. of the Luxembourg Commercial Code , (iii) administrative dissolution without liquidation

(dissolution administrative sans liquidation) within the meaning of the Luxembourg law of October 28, 2022 creating the procedure

for administrative dissolution without liquidation, (iv) voluntary or compulsory winding-up pursuant to the law of 10 August 1915

on commercial companies, as amended or (v) judicial reorganisation proceedings in the form of a mutual agreement (réorganisation

judiciaire par accord amiable), a collective agreement (réorganisation judiciaire par accord collectif) or a judicial

reorganisation by transfer by court order (réorganisation judiciaire par transfert par décision de justice) within

the meaning of the Luxembourg Bankruptcy Modernisation Law, (c) a lien or security interest includes any hypothèque, nantissement,

gage, privilège, sûreté réelle, droit de rétention, and any type of security in rem (sûreté

réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security; (d) a person

being unable to pay its debts includes that person being in a state of cessation of payments (cessation de paiements) or having

lost or meeting the criteria to lose its commercial creditworthiness (ébranlement de crédit); (e) attachments

or similar creditors process means an executory attachment (saisie exécutoire) or conservatory attachment (saisie arrêt);

and (f) a “set-off” includes, for purposes of Luxembourg law, legal set-off.

Section 1.07      Certain

Calculations. No Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in ‎Articles

VI and VII under this Agreement being exceeded solely as a result of changes in currency exchange rates from those rates applicable

on the last day of the fiscal quarter of the Parent immediately preceding the fiscal quarter of the Parent in which the applicable transaction

or occurrence requiring a determination occurs.

Section 1.08      Divisions.

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable

event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,

right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the

subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired

on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.09      Leverage

Ratios. Notwithstanding anything to the contrary contained herein, for purposes of calculating any pro forma leverage ratio herein

in connection with the incurrence of any Debt, (a) there shall be no netting of the cash proceeds of such Debt proposed to be received

in respect of the incurrence thereof and (b) to the extent the Debt to be incurred is revolving Debt, such incurred revolving Debt

(or if applicable, the portion (and only such portion) of the increased commitments thereunder) shall be treated as fully drawn.

Section 1.10      CRD

VI. Each Loan Party acknowledges and confirms that (a) such Loan Party’s engagement of the Administrative Agent, the Arrangers

and the Lenders in connection with the Term Loan Facilities hereunder has been made at such Loan Party’s sole and exclusive initiative

and (b) none of the Administrative Agent, any Arranger or any Lender, including any of their respective Affiliates, agents, or representatives,

have solicited, marketed, or promoted such credit facilities or any related services to such Loan Party or any of their respective subsidiaries,

whether directly or indirectly.

Article II.

The Credits

Section 2.01      Commitments.

(a)            Subject

to the terms and conditions set forth herein (including, without limitation, the satisfaction of the applicable conditions set forth

in Section 4.02), each Tranche 1 Term Lender with a Tranche 1 Term Loan Commitment (severally and not jointly) agrees to

make Tranche 1 Term Loans to the Borrower in Dollars on the Specified Acquisition Consummation Date in an amount not to exceed such Tranche

1 Term Lender’s Tranche 1 Term Loan Commitment by making immediately available funds available to the Administrative Agent’s

designated account, not later than the time specified by the Administrative Agent. No more than one extension of Tranche 1 Term Loans

shall be made during the term of this Agreement. Amounts repaid or prepaid in respect of Tranche 1 Term Loans may not be reborrowed.

(b)            Subject

to the terms and conditions set forth herein (including, without limitation, the satisfaction of the applicable conditions set forth

in Section 4.02), each Tranche 2 Term Lender with a Tranche 2 Term Loan Commitment (severally and not jointly) agrees to

make Tranche 2 Term Loans to the Borrower in Dollars on the Specified Acquisition Consummation Date in an amount not to exceed such Tranche

2 Term Lender’s Tranche 2 Term Loan Commitment by making immediately available funds available to the Administrative Agent’s

designated account, not later than the time specified by the Administrative Agent. No more than one extension of Tranche 2 Term Loans

shall be made during the term of this Agreement. Amounts repaid or prepaid in respect of Tranche 2 Term Loans may not be reborrowed.

Section 2.02      Loans

and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made

by the Lenders ratably in accordance with their respective Term Loan Commitments of the applicable Class. The failure of any Lender to

make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments

of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. The Term

Loans shall amortize as set forth in Section 2.07.

(b)            Subject

to Section 2.11, each Term Loan Borrowing shall be comprised entirely of ABR Loans or Term Benchmark Loans as the Borrower

may request in accordance herewith. Subject to the EU Lender Provisions, each Lender at its option may make any Loan by causing any domestic

or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.11,

2.12, 2.13 and 2.14 shall apply to such Affiliate to the same extent as to such Lender); provided that any

exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

the commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an

integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in

an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000. Borrowings of more than one Type and Class may

be outstanding at the same time; provided that there shall not at any time be more than a total of fifteen (15) Term Benchmark Borrowings

outstanding.

(d)            Notwithstanding

any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing

if the Interest Period requested with respect thereto would end after the applicable Maturity Date.

(e)            [Reserved.]

(f)            To

the extent any Commitment or Loan is contemplated to the Borrower in an EEA Member Country within the meaning of Article 21c of

Directive (EU) 2024/1619 amending Directive (EU) 2013/36 (as amended, supplemented or replaced from time to time “Article 21c

CRD VI”) (the Borrower in such case, the “EU Borrower”), each Lender, in its capacity as a Lender (each,

a “Notifying Lender”), may identify one or more of its lending offices, branches or subsidiaries established in an

EEA Member Country (each, an “EU Lender”) to make Commitments and Loans to the EU Borrower by delivering a notice

in the form of Exhibit C (or any other form approved by the Administrative Agent) (an “EU Notice”) to the Administrative

Agent and the Borrower, prior to or simultaneously with the establishment of such Commitment or the making of such Loan, duly executed

by the Notifying Lender and its corresponding EU Lender identifying the EU Borrower for which such EU Notice shall apply. An EU Notice

may bifurcate the applicable Commitments among different EU Lenders and the EU Borrower in a single EU Notice, provided such notice clearly

identifies each applicable EU Lender and the EU Borrower. An EU Notice delivered on the date hereof shall be deemed simultaneous with

the Notifying Lender’s execution of this Agreement, and a Notifying Lender executing this Agreement on the date hereof may either

(i) deliver an EU Notice simultaneously with such execution or (ii) note on its signature page that it is executing as

both a Lender and a Notifying Lender and appointing the corresponding EU Lender, which EU Lender shall countersign as an EU Lender for

all purposes of the EU Lender Provisions. Each EU Notice shall designate the applicable EU Lender as the party responsible for making

the Commitments and/or Loans to the EU Borrower identified under this clause (f) and shall be accompanied by an Administrative Questionnaire

and any tax compliance certificates required under Section 2.14(e), in each case, with respect to such EU Lender. No consent

of the Borrower or the Administrative Agent shall be required to deliver or revoke any EU Notice. Upon delivery of an EU Notice or revocation

notice pursuant to the terms of this clause (f), the Administrative Agent shall annotate the Register to identify, as applicable, the

Notifying Lender’s EU Lenders and/or any revocations in respect of such Notifying Lender, and any Commitment schedule shall be

deemed annotated to reflect each applicable EU Lender’s Commitment to the EU Borrower. For the avoidance of doubt, no Lender is

required to deliver an EU Notice or otherwise utilize the EU Lender Provisions, nor deliver an EU Notice for the EU Borrower hereunder.

(g)            Upon

execution and delivery of an EU Notice: (i) each EU Lender shall be deemed a Lender hereunder and under the other Loan Documents

with respect to the Commitments and Loans to the EU Borrower (and for avoidance of doubt the Notifying Lender in respect of such EU Lender

shall not be deemed to hold any Commitments or Loans to the EU Borrower), and (ii) each EU Lender shall be subject to, afforded

and extended any and all rights, obligations and duties arising as a Lender in respect of the Commitments or Loans to the EU Borrower

hereunder and under the other Loan Documents. The rights, obligations and duties described in clause (ii) shall severally include,

without limitation, (x) the obligations to make any and all Commitments or Loans to the EU Borrower, on a ratable basis as among

the EU Lenders holding Commitments to the EU Borrower, and provide any other related funding services the EU Borrower requests pursuant

to the terms and conditions of this Agreement required by a Lender in connection with such Commitment or Loans (the “EU Funding

Obligations”) and (y) the obligation to comply with the terms hereof and to receive the contractual rights and ability

to exercise the rights and remedies conferred hereunder (including under Sections 2.12, 2.13, 2.14, 9.03

and 9.12).

(h)            By

delivery of an EU Notice (i) each EU Lender shall, to the fullest extent permitted by applicable law, act through its Notifying

Lender in connection with the EU Lender Provisions (other than with respect to its EU Funding Obligations), and hereby irrevocably appoints

such Notifying Lender as its agent under this Agreement to administer such provisions on its behalf and (ii) the Borrower and Administrative

Agent shall treat such Notifying Lender and any corresponding EU Lender as a single Lender for all purposes hereunder (including, but

not limited to, calculation of Commitments, delivery of payments and notices, Defaulting Lender determinations, and voting), except for

purposes of the EU Funding Obligations, which shall not be performed by such Notifying Lender. In no event shall an EU Lender and its

Notifying Lender be treated as a single Lender for purposes of such EU Lender’s EU Funding Obligations.

(i)             Upon

delivery to the Borrower and the Administrative Agent of a revocation notice signed by both a Notifying Lender and its applicable EU

Lender and identifying the EU Borrower for which revocation is applicable, the identified EU Lender shall cease to hold the applicable

Commitments to the EU Borrower, shall no longer be deemed a Lender hereunder with respect to the EU Borrower or under the other Loan

Documents, and shall be released from its obligations under this Agreement with respect to the EU Borrower; provided that such

EU Lender shall retain the benefits of Sections 2.12, 2.13, 2.14 and 9.03 with respect to facts and circumstances

arising prior to such release.

(j)             In

no event shall a Notifying Lender and its applicable EU Lenders be required to fund Loans in an aggregate amount exceeding the initial

Commitment of such Notifying Lender set forth on Schedule 2.01 as of the Effective Date, as adjusted from time to time pursuant

to the terms of this Agreement, including (i) assignments or transfers under Section 9.04 or (ii) reductions or

termination under Sections 2.06 or 2.18.

(k)            The

Administrative Agent shall endeavor to remit all payments from the EU Borrower for which an EU Lender has been appointed (including prepayments,

premiums, interest, and penalties) directly to the applicable EU Lender. If any such funds are received by the Notifying Lender, the

Notifying Lender shall promptly turn such funds over to any such applicable EU Lender; provided that delivery of such funds to

the Notifying Lender in compliance with the terms hereof shall discharge the EU Borrower’s obligations with respect to the relevant

Loans as if paid directly to such EU Lender.

Section 2.03      Requests

for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request (a) by irrevocable

written notice (via a written Borrowing Request signed by the Borrower) in the case of a Term Benchmark Borrowing, not later than 3:00

p.m., Chicago time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing or (b) by

irrevocable written notice (via a written Borrowing Request signed by the Borrower; provided that, if such Borrowing Request is

submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative

Agent) in the case of an ABR Borrowing, not later than 12:00 noon, Chicago time, on the Business Day of the proposed Borrowing. Each

such Borrowing Request shall specify the following information in compliance with Section 2.02:

(i)               the

Class and aggregate principal amount of the requested Borrowing;

(ii)              the

date of such Borrowing, which shall be a Business Day;

(iii)             whether

such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing;

(iv)             in

the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by

the definition of the term “Interest Period”; and

(v)             the

location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04.

If no election as to the Type of Borrowing is

specified, then the requested Borrowing shall be a Term Benchmark Borrowing with an Interest Period of one month’s duration. If

no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected

an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section,

the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the amount of such Lender’s

Loan to be made as part of the requested Borrowing.

If an EU Lender has been appointed for the EU

Borrower in accordance with the EU Lender Provisions set forth in Section 2.02, any Borrowing Request from the Administrative

Agent with respect to the EU Borrower for which such EU Lender has been appointed shall be deemed made to such EU Lender. The Notifying

Lender shall promptly forward each such Borrowing Request (each, an “EU Borrowing Request”) to such EU Lender, specifying

the aggregate amount requested for the EU Borrower’s account, and such EU Lender shall fund such amount in accordance with the

terms of such EU Borrowing Request and this Agreement. For purposes of Section 2.16(b) and the definition of Defaulting

Lender, a Notifying Lender and its EU Lender shall be treated as a single Lender; any replacement under Section 2.16(b) shall

replace both, and a default by either shall render both Defaulting Lenders.

Section 2.04      Funding

of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date specified in accordance

with the terms hereof (which date, shall be the Specified Acquisition Consummation Date) solely by wire transfer of immediately available

funds by 1:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it for such purpose by notice

to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the funds so received in

the aforesaid account of the Administrative Agent to an account of the Borrower maintained with the Administrative Agent in New York

City or Chicago and designated by the Borrower in the applicable Borrowing Request.

(b)           Unless

the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or in the case of an ABR

Borrowing, prior to 1:00 p.m., Chicago time, on the date of such Borrowing) that such Lender will not make available to the Administrative

Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available

on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to

the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available

to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith

on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to

the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of

the applicable Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on

interbank compensation or (ii) in the case of the Borrower, the interest rate applicable under this Agreement to such Loans. If

such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such

Borrowing.

Section 2.05      Interest

Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request (or, if not so specified,

as provided in Section 2.03) and, in the case of a Term Benchmark Borrowing, shall have an initial Interest Period as specified

in such Borrowing Request (or, if not so specified, as provided in Section 2.03). Thereafter, the Borrower may elect to convert

such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term Benchmark Borrowing, may elect Interest Periods

therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected

Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,

and the Loans comprising each such portion shall be considered a separate Borrowing.

(b)           To

make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election (by irrevocable written

notice (via an Interest Election Request signed by the Borrower; provided that, if such Interest Election Request is submitted

through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent))

by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of

the Type resulting from such election to be made on the effective date of such election. Notwithstanding any contrary provision herein,

this Section shall not be construed to permit the Borrower (i) to elect an Interest Period for Term Benchmark Loans that does

not comply with Section 2.02(d) or (ii) convert any Borrowing to a Borrowing of a Type not available under the

Class of Term Loan Commitments pursuant to which such Borrowing was made.

Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)               the

Class and principal amount of the Borrowing to which such Interest Election Request applies and, if different options are being

elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the

information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)              the

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

(iii)             whether

the resulting Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing; and

(iv)             if

the resulting Borrowing is a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such election,

which Interest Period shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election

Request requests a Term Benchmark Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected

an Interest Period of one month’s duration.

(d)            Promptly

following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the applicable Class of

the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)            If

the Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing prior to the end of the Interest

Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing

shall be converted to an ABR Borrowing; provided that if the Borrower shall have delivered to the Administrative Agent its customary

standard documentation pre-authorizing automatic continuations, such Borrowing shall automatically be continued as a Term Benchmark Borrowing

with an Interest Period of one month at the end of such Interest Period unless such Term Benchmark Borrowing is or was repaid in accordance

with Section 2.08. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and

the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing

(i) no outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing and (ii) unless repaid, each Term

Benchmark Borrowing shall be converted to an ABR Borrowing (in the case of a Term Benchmark Borrowing) at the end of the Interest Period

applicable thereto.

Section 2.06      Termination

and Reduction of Commitments.

(a)            Unless

previously terminated, the Term Loan Commitments shall automatically terminate at 11:59 p.m., New York City time on the Term Loan Commitment

Expiration Date without any further action being taken by the Borrower or any other party hereto.

(b)            The

Borrower may at any time terminate, or from time to time reduce, the Tranche 1 Term Loan Commitments and/or the Tranche 2 Term Loan Commitments;

provided that each reduction of the Term Loan Commitments shall be in an amount that is an integral multiple of $1,000,000 and

not less than $5,000,000.

the foregoing, prior to the Specified Acquisition Consummation Date, upon the acquisition of one Lender by another Lender, or the merger,

consolidation or other combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being

referred to hereinafter as a “Combination” and each Lender which is a party to such Combination being hereinafter

referred to as a “Combined Lender”), the Borrower may notify the Administrative Agent that it desires to reduce the

Term Loan Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount equal to the Term

Loan Commitment of that Combined Lender which had the largest Term Loan Commitment of each of the Combined Lenders party to such Combination

(such largest Term Loan Commitment being the “Surviving Commitment” and the Term Loan Commitments of the other Combined

Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined

as set forth below) and the Administrative Agent agree to such reduction in the Surviving Lender’s Term Loan Commitment, then (i) the

aggregate amount of the Term Loan Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination

(or such later date as the Borrower may specify in its request), provided, that, on or before such date the Borrower has paid in full

the outstanding principal amount of the Loans of each of the Combined Lenders other than the Combined Lender whose Term Loan Commitment

is the Surviving Commitment, (ii) from and after the effective date of such reduction, the Surviving Lender shall have no obligation

with respect to the Retired Commitments, and (iii) the Borrower shall notify the Administrative Agent whether it wants such reduction

to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then the Borrower shall be responsible

for finding one or more financial institutions (which for the avoidance of doubt may be an existing Lender) (each, a “Replacement

Lender”), acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld, conditioned or delayed),

willing to assume the obligations of a Lender hereunder with a Term Loan Commitment up to the amount of the Retired Commitments. The

Administrative Agent may require the Replacement Lenders to execute such documents, instruments or agreements as the Administrative Agent

reasonably deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes

of this Section 2.06(c), Required Lenders shall be determined as if the reduction in the aggregate amount of the Term Loan

Commitments requested by the Borrower had occurred (i.e., the Combined Lenders shall be deemed to have a single Term Loan Commitment

equal to the Surviving Commitment and the aggregate amount of the Term Loan Commitments shall be deemed to have been reduced by the Retired

Commitments).

(d)            The

Borrower shall notify the Administrative Agent of any election to terminate or reduce the Term Loan Commitments under paragraph (b) of

this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such

election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Term Lenders

of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that

a notice of termination or reduction of the Term Loan Commitments delivered by the Borrower may state that such notice is conditioned

upon the effectiveness of other credit facilities or other matters specified therein, in which case such notice may be revoked by the

Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any

termination or reduction of the Term Loan Commitments shall be permanent. Each reduction of the Term Loan Commitments shall be made ratably

among the Term Lenders in accordance with their respective Term Loan Commitments.

Section 2.07      Repayment

and Amortization of Loans; Evidence of Indebtedness.

(a)            To

the extent not previously repaid, all unpaid Tranche 1 Term Loans shall be paid in full in Dollars by the Borrower on the Tranche 1 Term

Loan Maturity Date.

(b)            The

Borrower shall repay Tranche 2 Term Loans in Dollars on the last Business Day of each fiscal quarter of the Borrower (commencing with

the first full fiscal quarter ending after the Specified Acquisition Consummation Date) in an amount equal to the applicable percentage

set forth below of the aggregate initial principal amount of the Tranche 2 Term Loans on the Specified Acquisition Consummation Date:

Period

Quarterly

Percentage

First

four consecutive full fiscal quarter periods ending after the Specified Acquisition Consummation Date

0.0%

Second

four consecutive full fiscal quarter periods ending after the Specified Acquisition Consummation Date

0.625%

Third

four consecutive full fiscal quarter periods ending after the Specified Acquisition Consummation Date

1.25%

Fourth

four consecutive full fiscal quarter periods ending after the Specified Acquisition Consummation Date

1.25%

To the extent not previously repaid,

all unpaid Tranche 2 Term Loans shall be paid in full in Dollars by the Borrower on the Tranche 2 Term Loan Maturity Date.

Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of (x) the Tranche 1 Term Lenders the

then unpaid principal amount of all Tranche 1 Term Loans on the Tranche 1 Term Loan Maturity Date in Dollars and (y) the Tranche

2 Term Lenders the then unpaid principal amount of all Tranche 2 Term Loans on the Tranche 2 Term Loan Maturity Date in Dollars.

(d)            Each

Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such

Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender

from time to time hereunder.

(e)            The

Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and

Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become

due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent

hereunder for the account of the Lenders and each Lender’s share thereof.

(f)             The

entries made in the accounts maintained pursuant to paragraph (d) or (e) of this Section shall be prima facie evidence

of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative

Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans

in accordance with the terms of this Agreement.

(g)            Any

Lender may request that Loans made by it to the Borrower be evidenced by a promissory note. In such event, the Borrower shall prepare,

execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its

registered assigns) and in a form attached hereto as Exhibit D-1 or D-2, as applicable. Thereafter, the Loans evidenced

by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be

represented by one or more promissory notes in such form.

Section 2.08      Prepayment

of Loans.

SECTION 2.08.1.

Voluntary Prepayments.

(a)            The

Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice

in accordance with paragraph (b) of this Section; provided that (i) each prepayment of a Term Benchmark Borrowing (other

than in connection with a prepayment of all outstanding Term Benchmark Borrowings) shall be in an amount that is an integral multiple

of $1,000,000 and not less than $5,000,000 and (ii) each prepayment of an ABR Borrowing (other than in connection with a prepayment

of all outstanding ABR Borrowings) shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000.

(b)            The

Borrower shall notify the Administrative Agent by written notice (submitted by telecopy or electronic communication, including an Approved

Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent) of any prepayment hereunder in the case

of prepayment of (i) a Term Benchmark Borrowing, not later than 3:00 p.m., Chicago time, three (3) Business Days before the

date of prepayment or (ii) an ABR Borrowing, not later than 1:00 p.m., Chicago time, on the date of prepayment. Each such notice

shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid;

provided that, if a notice of prepayment is given in connection with a conditional notice of termination or reduction of the Term

Loan Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination

or reduction is revoked in accordance with Section 2.06 and a notice of prepayment by the Borrower may state that such notice

is conditioned upon the effectiveness of other credit facilities or other matters specified therein, in which case such notice may be

revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not

satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of

the applicable Class of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted

in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each voluntary prepayment of a Term

Loan Borrowing shall be applied ratably to the Tranche 1 Term Loans and/or Tranche 2 Term Loans in such order of application to the installments

thereof as directed by the Borrower. If the Borrower fails to indicate whether Tranche 1 Term Loans or Tranche 2 Term Loans are being

repaid, then the Administrative Agent shall apply the applicable prepayment ratably across both Classes of Term Loans. Prepayments shall

be accompanied by (i) accrued interest to the extent required by Section 2.10 and (ii) break funding payments required

by Section 2.13.

Section 2.09      Fees.

(a)            The

Borrower shall pay to U.S. Bank, in each of its capacities under (i) the Fee Letter and (ii) such other agreements as the Borrower

and U.S. Bank have separately agreed to in writing prior to the Effective Date, in each case for its own respective accounts, in Dollars,

fees in the amounts and at the times specified therein. Such fees shall be fully earned when paid and shall not be refundable for any

reason whatsoever.

(b)            The

Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing by the Borrower and U.S. Bank in the

amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

unused Term Loan Commitments are outstanding during the period commencing November 24, 2026 and ending on the first date on which

all Term Loan Commitments have been fully funded, terminated or expired, an unused commitment fee shall accrue daily during such period

in respect of such unused Term Loan Commitments. Such unused commitment fee shall equal 0.125% multiplied by the amount of each

such Lender’s unused Term Loan Commitment during such period. The Borrower shall pay such unused commitment fees to the Administrative

Agent on behalf of the Lenders on the last day of such period (and if such day is not a Business Day, then on the immediately succeeding

Business Day).

Section 2.10      Interest.

(a)            The

Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate. The Loans comprising each

Term Benchmark Borrowing shall bear interest at the Adjusted Term SOFR Rate for the Interest Period in effect for such Borrowing plus

the Applicable Rate. Daily Simple SOFR shall not be available as an interest rate election hereunder for so long as Term SOFR Rate is

available to the Borrower hereunder.

(b)            Notwithstanding

the foregoing, if any principal of or interest on any Loan or any fee payable by the Borrower hereunder is not paid when due, whether

at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate

per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided

in the preceding paragraphs of this Section or (ii) in the case of any interest or fee, 2% plus the rate applicable to ABR

Loans as provided in paragraph (a) of this Section.

interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest

accrued pursuant to paragraph (b) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment

of any Loan (other than a prepayment of an ABR Loan prior to the applicable Maturity Date), accrued interest on the principal amount

repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term

Benchmark Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective

date of such conversion.

(d)            All

interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate

Base Rate only at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days

(or 366 days in a leap year). In each case interest shall be payable for the actual number of days elapsed (including the first day but

excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount

of such Loan as of the applicable date of determination. A determination of the applicable Alternate Base Rate, Adjusted Term SOFR Rate,

Term SOFR Rate or Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent

demonstrable error.

(e)            Interest

shall be paid in Dollars.

Section 2.11      Alternate

Rate of Interest.

(a)            Subject

to clauses (b), (c), (d), (e) and (f) of this Section 2.11, if:

(i)               the

Administrative Agent determines (which determination shall be conclusive absent demonstrable error) (A) prior to the commencement

of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted

Term SOFR Rate or the Term SOFR Rate (including because the Relevant Screen Rate is not available or published on a current basis) for

such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the Daily Simple SOFR;

(ii)              the

Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark

Borrowing, the Adjusted Term SOFR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making

or maintaining their Loans included in such Borrowing for such Interest Period or (B) at any time, Daily Simple SOFR will not adequately

and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing;

then

the Administrative Agent shall give notice (in reasonable detail) thereof to the Borrower and the Lenders of the applicable Class prior

to the commencement of such Interest Period, by telephone, facsimile or email in accordance with Section 9.01 as promptly

as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders of the applicable Class that

the circumstances giving rise to such notice no longer exist (which notice shall be given by the Administrative Agent promptly after

such circumstances cease to exist) with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election

Request in accordance with the terms of Section 2.05 or a new Borrowing Request in accordance with the terms of Section 2.03,

any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark

Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request

or a Borrowing Request, as applicable, for an ABR Borrowing if the Daily Simple SOFR also is the subject of Section 2.11(a)(i) or

(ii); provided that if the circumstances giving rise to such notice affect only one Type of Borrowing, then all other

Types of Borrowing shall be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower’s receipt

of the notice from the Administrative Agent referred to in this Section 2.11(a) with respect to a Relevant Rate applicable

to such Term Benchmark Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders of the applicable Class that

the circumstances giving rise to such notice no longer exist (which notice shall be given by the Administrative Agent promptly after

such circumstances cease to exist) with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election

Request in accordance with the terms of Section 2.05 or a new Borrowing Request in accordance with the terms of Section 2.03,

any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent

to, and shall constitute, an ABR Loan if the Daily Simple SOFR also is the subject of Section 2.11(a)(i) or (ii) above,

on such day.

(b)            Notwithstanding

anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement

Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark

Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” for such Benchmark

Replacement Date, such Benchmark Replacement will replace such Benchmark (including any related adjustments) for all purposes hereunder

and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further

action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined

in accordance with clause (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such

Benchmark Replacement will replace such Benchmark (including any related adjustments) for all purposes hereunder and under any Loan Document

in respect of any Benchmark setting at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day after the date notice

of such Benchmark Replacement is provided to the Lenders and the Borrower without any amendment to, or further action or consent of any

other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written

notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement

Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments

implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party

to this Agreement or any other Loan Document.

(d)            The

Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the

implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the

removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of

any Benchmark Unavailability Period. Except as expressly provided in this Agreement, any determination, decision or election that may

be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.11, including

any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date

and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and

may be made in its or their sole reasonable good faith discretion and without consent from any other party to this Agreement or any other

Loan Document, except, in each case, as expressly required pursuant to this Section 2.11.

(e)            Notwithstanding

anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark

Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any tenor for

such Benchmark is not displayed on a screen or other information service commonly used in the banking industry for such purpose that

publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion and consistent with such selection

generally under other substantially similar syndicated credit facilities for which it acts as the administrative agent or (B) the

regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing

that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of

“Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor

and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or

information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement

that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may

modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously

removed tenor.

(f)            Upon

the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, and until a Benchmark Replacement is

determined in accordance with this Section 2.11, the Borrower may revoke any request for a Term Benchmark Borrowing of, conversion

to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing

that, the Borrower will be deemed to have converted any request for a Term Benchmark Borrowing into a request for a Borrowing of or conversion

to an ABR Borrowing if the Daily Simple SOFR is the subject of a Benchmark Transition Event. During any Benchmark Unavailability Period

or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current

Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark

Loan is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with

respect to a Relevant Rate applicable to such Term Benchmark Loan, then until such time as a Benchmark Replacement is implemented pursuant

to this Section 2.11, any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the

next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, an

ABR Loan if the Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day.

Section 2.12      Increased

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

(i)            impose,

modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement,

insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except

any such reserve requirement reflected in the Adjusted Term SOFR Rate);

(ii)            impose

on any Lender or the London or other applicable offshore interbank market for the applicable currency any other condition affecting this

Agreement or Loans made by such Lender; or

(iii)            subject

the Administrative Agent or any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through

(d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, commitments,

or other obligations of the type that such Lender has hereunder, or its deposits, reserves, other liabilities or capital attributable

thereto;

and the result of any of the foregoing shall

be to increase the cost to the Administrative Agent or such Lender of making, continuing, converting or maintaining any Loan or of maintaining

its obligation to make any such Loan or to reduce the amount of any sum received or receivable by the Administrative Agent, such Lender

hereunder, whether of principal, interest or otherwise, then the Borrower will pay to the Administrative Agent or such Lender, as the

case may be, such additional amount or amounts as will compensate the Administrative Agent or such Lender, as the case may be, for such

additional costs incurred or reduction suffered as reasonably determined by such Lender (which determination shall be made in good faith

(and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender under agreements

having provisions similar to this Section 2.12 after consideration of such factors as such Lender then reasonably determines

to be relevant).

(b)            If

any Lender reasonably determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing

the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence

of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could

have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s

holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender such additional

amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered as reasonably

determined by such Lender (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent

with similarly situated customers of the applicable Lender under agreements having provisions similar to this Section 2.12

after consideration of such factors as such Lender then reasonably determines to be relevant).

certificate of a Lender setting forth in reasonable detail the computation of the amount or amounts necessary to compensate such Lender

or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to

the Borrower contemporaneously with any demand for payment hereunder and shall be conclusive absent clearly demonstrable error. The Borrower

shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

(d)            Failure

or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s

right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for

any increased costs or reductions if such Lender fails to notify the Borrower within 90 days after it obtains actual knowledge (or, in

the exercise of ordinary due diligence, should have obtained actual knowledge) and such Lender shall only be entitled to receive such

compensation for any losses incurred by it or amounts to which it would otherwise be entitled from and after the date 90 days prior to

the date such Lender provided notice thereof to the Borrower of the Change in Law giving rise to such increased costs or reductions and

of such Lender’s claim for compensation therefor; provided further that, if the Change in Law giving rise to such increased

costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect

thereof.

Section 2.13      Break

Funding Payments. With respect to Term Benchmark Loans, in the event of (a) the payment of any principal of any Term Benchmark

Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result

of any prepayment pursuant to Section 2.08), (b) the conversion of any Term Benchmark Loan other than on the last day

of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the

date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.08(b) and

is revoked in accordance therewith) or (d) the assignment of any Term Benchmark Loan other than on the last day of the Interest

Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.16 or 9.02(e)  then,

in any such event, the Borrower shall compensate each Lender for the loss (excluding loss of margin), cost and expense attributable to

such event. A certificate of any Lender setting forth the computation in reasonable detail of any amount or amounts that such Lender

is entitled to receive pursuant to this Section shall be delivered to the Borrower contemporaneously with the demand for payment

and shall be conclusive absent clearly demonstrable error. The Borrower shall pay such Lender the amount shown as due on any such certificate

free of clearly demonstrable error within 30 days after receipt thereof.

Section 2.14      Taxes.

(a)            Any

and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without

deduction for any Taxes, except as required by applicable law. If any applicable law (as determined in the reasonable good faith discretion

of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then,

without duplication, (i) the sum payable by the relevant Loan Party shall be increased as necessary so that after making all required

deductions or withholdings for Indemnified Taxes (including deductions or withholdings applicable to additional sums payable under this

Section) the Administrative Agent, Lender, or any other recipient of such payments (as the case may be) receives an amount equal to the

sum it would have received had no such deductions or withholdings in respect of Indemnified Taxes been made, (ii) such Loan Party

shall make such deductions or withholdings and (iii) such Loan Party shall pay the full amount deducted or withheld to the relevant

Governmental Authority in accordance with applicable law.

(b)            In

addition, each Loan Party shall pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the

Administrative Agent timely reimburse it for the payment of, any Other Taxes related to such Loan Party.

Loan Parties shall indemnify the Administrative Agent and each Lender, within 30 days after written demand therefor, for the full amount

of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any

payment by or on account of any obligation of the Loan Parties under any Loan Document (including Indemnified Taxes or Other Taxes imposed

or asserted on or attributable to amounts payable under this Section) and any interest and reasonable expenses arising therefrom or with

respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental

Authority. A certificate as to the amount of such payment or liability together with a supporting document shall be delivered to the

Borrower by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender contemporaneously with any demand for

payment, and shall be conclusive absent clearly demonstrable error.

(d)            As

soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative

Agent the original or a copy of a receipt issued, if available, by such Governmental Authority evidencing such payment, a copy of the

return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)            Any

Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which a Loan Party

is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to such

Loan Party (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and

executed documentation reasonably requested by such Loan Party as will permit such payments to be made without withholding or at a reduced

rate. In addition, any Lender, if reasonably requested by any Loan Party or the Administrative Agent, shall deliver such other documentation

prescribed by applicable law or reasonably requested by such Loan Party or the Administrative Agent as will enable such Loan Party or

the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation

shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender

to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(f)            If

the Administrative Agent or a Lender determines that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified

by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 2.14, it shall

pay over such refund to such Loan Party (but only to the extent of the indemnity payments made under this Section 2.14 with

respect to the Taxes giving rise to such refund), net of all reasonable and documented out-of-pocket expenses (including Taxes) of such

Lender or the Administrative Agent and without interest (other than any interest paid by the relevant Governmental Authority with respect

to such refund). Any Loan Party, upon the request of such Lender or the Administrative Agent, shall repay to such Lender or the Administrative

Agent, as applicable, the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed

by the relevant Governmental Authority) in the event that such Lender or the Administrative Agent is required to repay such refund to

such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will a Lender or the Administrative

Agent be required to pay any amount to any Loan Party pursuant to this paragraph (f) the payment of which would place such Lender

or the Administrative Agent, as applicable, in a less favorable net after-Tax position than it would have been in if the Tax subject

to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments

or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require the Administrative

Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to

the Borrower or any other Person.

(g)            Each

Lender shall severally indemnify (i) the Administrative Agent, within 30 days after demand therefor, for (A) any Indemnified

Taxes or Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative

Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Loan Parties to do so) and (B) any Taxes

attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of

a Participant Register and (ii) the Administrative Agent, within 30 days after demand therefor, for any Excluded Taxes attributable

to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable

expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant

Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent

shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts

at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other

source against any amount due to the Administrative Agent under this Section 2.14(g).

(h)            If

a payment made to a Lender under any Loan Document would be subject to withholding Tax imposed by FATCA if such Lender were to fail to

comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of

the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law

and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable

law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested

by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations

under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount

to deduct and withhold from such payment. Solely for purposes of this Section 2.14(h), “FATCA” shall include

any amendments made to FATCA after the date of this Agreement.

(i)             For

purposes of determining withholding Taxes imposed under FATCA, from and after the Effective Date, the Loan Parties and the Administrative

Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement and the Loans as not qualifying

as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i) or 1.1471-2T(b)(2)(i).

(j)             Each

Lender, on or prior to the date it becomes a party hereto, shall inform the Parent whether it is an Irish Qualifying Lender by completing

and providing to the Parent a certificate substantially in the form of Exhibit G hereto (such certificate, an “Irish

Qualifying Lender Confirmation”). Each Lender shall, upon reasonable written request from the Borrower or the Administrative

Agent provide an updated Irish Qualifying Lender Confirmation. No Irish Loan Party is required to make an increased payment in respect

of any withholding tax for or on account of Irish Taxes pursuant to Section 2.14(a), if on the date on which the payment

falls due: (i) the payment could have been made to the relevant Lender without a deduction for Irish Taxes if that Lender was an

Irish Qualifying Lender, but on that date the Lender is not or has ceased to be an Irish Qualifying Lender other than as a result of

any Change in Law after the date it became a Lender under this Agreement; or (ii) the relevant Lender is an Irish Treaty Lender

and the Irish Loan Party is able to demonstrate that the payment could have been made to the Lender without withholding had that Lender

co-operated in completing any procedural formalities necessary for the Irish Loan Party to make the payment without withholding.

(k)            The

indemnity contained in Section 2.14(c) shall not apply to any loss, liability or cost in respect of Irish Taxes to the

extent that it:

(i)               is

compensated for by an increased payment under Section 2.14(a); or

(ii)              would

have been compensated for by an increased payment under Section 2.14(a) but was not so compensated solely because the

exclusion in Section 2.14(j) applied.

(l)            Any

Lender to which interest may be paid by an Irish Loan Party free of withholding tax because such Lender falls within Section 246(3)(h) of

the Irish TCA shall, following a reasonable request in writing from such Irish Loan Party, confirm its name, address and country of tax

residence to such Irish Loan Party for the purposes of complying with a reporting obligation under Section 891A of the Irish TCA.

Furthermore, any Lender shall, following a reasonable request in writing from an Irish Loan Party, provide such Irish Loan Party with

any information that is required for such Irish Loan Party to comply with its obligations under Section 891E, 891F and 891G of the

Irish TCA and any regulations made pursuant to those Sections. Nothing in this Section 2.14(l) shall oblige a Lender

to disclose any confidential information or computations in respect of Taxes or do anything, which would or might in its reasonable opinion

constitute a breach of any law or regulation, any fiduciary duty or any duty of confidentiality.

(m)           Survival.

Each party’s obligations under this Section 2.14 shall survive the resignation or replacement of the Administrative

Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Term Loan Commitments and the repayment,

satisfaction or discharge of all obligations under any Loan Document.

(n)            Defined

Terms. For purposes of this Section 2.14, the term “applicable law” includes FATCA.

Section 2.15      Payments

Generally; Pro Rata Treatment; Sharing of Set-offs.

(a)            The

Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest or fees, or of amounts

payable under Section 2.12, 2.13 or 2.14, or otherwise) prior to 1:00 p.m., Chicago time on the date when due

or the date fixed for any prepayment hereunder, in immediately available funds, without set-off, recoupment or counterclaim. Any amounts

received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next

succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in

which the applicable Credit Event was made and (ii) to the Administrative Agent at its applicable office or offices as described

in an Administrative Questionnaire provided by the Administrative Agent to the Borrower from time to time, except that payments pursuant

to Sections 2.12, 2.13, 2.14 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative

Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following

receipt thereof. Other than as expressly set forth in this Agreement, if any payment hereunder shall be due on a day that is not a Business

Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest

thereon shall be payable for the period of such extension.

(b)            If

at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest

and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably

among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second,

towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal

then due to such parties.

except as expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment

in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of

the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then

the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to

the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate

amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased

and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price

restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply

to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by

a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other

than to the Parent or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents

to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant

to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation

as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d)            Unless

the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment or prepayment is due to

the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent

may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute

to the applicable Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the applicable

Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest

thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative

Agent, at the NYFRB Rate. Notwithstanding the foregoing, with respect to payments received by the Administrative Agent from the EU Borrower,

the Administrative Agent shall remit such payments in accordance with Section 2.02(k).

(e)            If

any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.04(b), 2.15(d) or 9.03(c),

then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter

received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative Agent to satisfy such Lender’s

obligations under such Sections until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated

account over which the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding

obligations of such Lender under any such Section; in the case of each of clauses (i) and (ii) above, in any order as determined

by the Administrative Agent in its discretion; it being understood that the Administrative Agent shall, to the extent permitted by law,

apply any cash collateral to such obligations when due.

Section 2.16      Mitigation

Obligations; Replacement of Lenders. (a)  If any Lender requests compensation under Section 2.12, or if the Borrower

is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender

pursuant to Section 2.14 (other than amounts in respect of Other Taxes), or if any Lender notifies the Borrower of the occurrence

of an event described in Section 2.19, then such Lender shall use reasonable efforts to designate a different lending office

for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates,

if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12

or 2.14, as the case may be, in the future, or would eliminate the circumstances giving rise to such event described in Section 2.19,

and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous

to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such

designation or assignment.

(b)            If

(i) any Lender (or any of its Participants) requests compensation under Section 2.12, (ii) the Borrower is required

to pay any Indemnified Taxes or additional amount to any Lender (or any of its Participants) or any Governmental Authority for the account

of any Lender (or any of its Participants) pursuant to Section 2.14, (iii) any Lender (A) or its Lender Parent

has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur), (B) or its Lender

Parent (x) is rated lower than BBB- by S&P (or an applicable Affiliate thereof) and lower than Baa3 by Moody’s (or an

applicable Affiliate thereof) or (y) has no credit (or similar) rating in effect by at least one such organization, (C) is

or becomes a Defaulting Lender or a Disqualified Institution, (iv) any Lender shall determine that any law, regulation or treaty

or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for such Lender to make or

maintain any Term Benchmark Loans as contemplated by this Agreement or any Lender notifies the Borrower of the occurrence of an event

described in Section 2.19 or (v) any Lender shall enter into, or purport to enter into, any assignment or participation

with a Disqualified Institution in violation of this Agreement, then the Borrower may, at its sole expense and effort, upon notice to

such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject

to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant

to Section 2.12 or 2.14) and obligations under the Loan Documents to an assignee that shall assume such obligations

(which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Lender is reasonably

acceptable to the Administrative Agent and (ii) such Lender shall have received payment of an amount equal to the outstanding principal

of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent

of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts). Each party hereto agrees

that (1) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by

the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption

by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and

(2) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall

be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment,

the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably

requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.

Notwithstanding any other provision of this Agreement to the contrary, if a Lender has become the subject of a Bail-In Action (or any

case or other proceeding in which a Bail-In Action may occur) (each, a “Bail-In Lender”), then the Borrower may terminate

such Bail-In Lender’s Term Loan Commitment hereunder, provided that (A) no Default or Event of Default shall have occurred

and be continuing at the time of such Term Loan Commitment termination, (B) in the case of a Bail-In Lender, the Borrower shall

concurrently terminate the Term Loan Commitment of each other Lender that is a Bail-In Lender at such time, (C) the Administrative

Agent and the Required Lenders shall have consented to each such Term Loan Commitment termination (such consents not to be unreasonably

withheld, conditioned or delayed, but may include consideration of the adequacy of the liquidity of the Borrower and its Subsidiaries)

and (D) such Bail-In Lender shall have been paid all amounts then due to it under this Agreement and each other Loan Document (which,

for the avoidance of doubt, the Borrower may pay in connection with any such termination without making ratable payments to any other

Lender (other than another Lender that has a Term Loan Commitment that concurrently is being terminated under this Section 2.16(b))).

Section 2.17      Judgment

Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrower hereunder

in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto

agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with

normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative

Agent’s main New York City office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations

of the Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in

a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender

or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative

Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other

currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative

Agent, as the case may be, in the specified currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a

separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be,

against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or

the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result

of allocations of such excess as a disproportionate payment to such Lender under Section 2.15, such Lender or the Administrative

Agent, as the case may be, agrees to remit such excess to the Borrower.

Section 2.18      Defaulting

Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following

provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)            fees

shall cease to accrue on the Term Loan Commitment of such Defaulting Lender pursuant to Section 2.09;

(b)           any

payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender

(whether voluntary or mandatory, at maturity or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant

to Section 9.08 shall be applied at such time or times as may be reasonably determined by the Administrative Agent (but as

promptly as commercially practicable) as follows: first, to the payment of any amounts owing by such Defaulting Lender to the

Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the

funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement,

as reasonably determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to

be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations

with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment

of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s

breach of its obligations under this Agreement or under any other Loan Document; fifth, so long as no Default or Event of Default

exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained

by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement

or under any other Loan Document; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;

provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender

has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.02

were satisfied or waived, such payment shall be applied solely to pay the Loans of all applicable non-Defaulting Term Lenders on a pro

rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the

applicable Term Lenders pro rata in accordance with the Term Loan Commitments. Any payments, prepayments or other amounts paid or payable

to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by

such Defaulting Lender, and each Term Lender irrevocably consents hereto; and

Term Loan Commitment and Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders

have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02);

provided, that, except as otherwise provided in Section 9.02, this clause (c) shall not apply to the vote of

a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly

affected thereby.

Section 2.19      Illegality.

If any Lender (including any EU Lender) reasonably determines that, as a result of the adoption of or any change in any law or regulation

(including, without limitation, Article 21c CRD VI or any implementing law, rule or regulation in any EEA Member Country with

respect thereto) or in the interpretation or application thereof by any Governmental Authority, it has become unlawful for such Lender

or its applicable lending office to make, fund, or maintain any Loan or Commitment to the EU Borrower, then, upon notice thereof by such

Lender to the Borrower through the Administrative Agent, (a) the obligation of such Lender to make, fund, or maintain Loans or Commitments

to the EU Borrower shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving

rise to such determination no longer exist, and (b) the Borrower may, at its sole expense and effort, upon notice to such Lender

and the Administrative Agent, require such Lender to assign and delegate, without recourse, all its interests, rights and obligations

under this Agreement and the other Loan Documents pursuant to and in accordance with Section 2.16(b); provided, that,

and notwithstanding the foregoing, if such assignment and delegation is not effected within ten (10) Business Days of the Borrower’s

receipt of notice from such Lender pursuant to this Section 2.19, then the Borrower shall, on the next Business Day immediately

following the expiration of such period, prepay all such Loans in full, together with any accrued interest thereon and any other amounts

payable hereunder (other than any amounts payable pursuant to Section 2.13 as a result of any prepayment made as a result

of the application of this Section 2.19), and any then outstanding Commitments of such Lender to the EU Borrower shall be

terminated and reduced to zero.

Article III.

REPRESENTATIONS

AND WARRANTIES

Each Loan Party, as applicable,

represents and warrants to the Lenders and the Administrative Agent, on the Effective Date and to the extent contemplated by Section 4.02,

the Specified Acquisition Consummation Date, that:

Section 3.01      Corporate

Existence and Power. Subject to transactions permitted under Section 6.04, such Loan Party is validly existing and, to

the extent such concept is relevant in the applicable jurisdiction, in good standing under the laws of its jurisdiction of organization

and, except to the extent that the failure to have the same could not reasonably be expected to have a Material Adverse Effect, such

Loan Party has all organizational powers and all material Governmental Authority licenses, authorizations, consents and approvals required

to carry on its business as now conducted.

Section 3.02      Corporate

and Governmental Authorization; Contravention. The execution, delivery and performance by the Loan Parties of this Agreement are

within their respective corporate or other powers, have been duly authorized by all necessary corporate or other organizational action,

require no action by or in respect of, or filing with, any Governmental Authority (other than informational filings with the SEC or any

similar Governmental Authority) and do not contravene, or constitute a default under, any provision of applicable law or regulation or

of the Organizational Documents of any Loan Party or of any material agreement, judgment, injunction, order, decree or other material

instrument binding upon any Loan Party (including, without limitation, the Specified Acquisition Agreement) or result in the creation

or imposition of any Lien (other than under the Loan Documents) on any asset of the Parent or any of its Subsidiaries (including the

Borrower).

Section 3.03        Binding

Effect. This Agreement constitutes a valid and binding agreement of each Loan Party enforceable against the applicable Loan Parties

in accordance with its terms, except to the extent that the enforceability thereof may be limited by the effect of any applicable bankruptcy,

insolvency, reorganization, moratorium or similar laws now or hereafter affecting creditors’ rights generally, any mandatory applicable

provisions of Luxembourg law of general application and general principles of equity.

Section 3.04        Financial

Information.

(a)            The

audited combined balance sheet of the Parent and its Consolidated Subsidiaries at December 31, 2025 and the related consolidated

statements of income and cash flows for the fiscal year then ended, reported on by Deloitte & Touche LLP fairly present in all

material respects, in conformity with GAAP, the consolidated financial position of the Parent and its Consolidated Subsidiaries at such

date and their consolidated results of operations and cash flows for such fiscal year.

(b)            No

change, occurrence or development has occurred since December 31, 2025 in respect of the business, assets, operations or financial

condition of the Parent and its Subsidiaries, taken as a whole, that has had a Material Adverse Effect.

Section 3.05        Litigation, etc.

There is no action, suit or proceeding pending or, to the knowledge of any Loan Party, threatened in writing against the Parent or any

Subsidiary before any Governmental Authority or arbitrator (a) in which there is a reasonable possibility of an adverse decision

that could reasonably be expected to materially adversely affect the business, consolidated financial position or consolidated results

of operations of the Parent and its Subsidiaries, taken as a whole, except as disclosed in Public Filings; or (b) that in any manner

questions the validity of this Agreement or the financing contemplated hereby.

Section 3.06        ERISA

Compliance. Each of the Parent and each ERISA Affiliate has fulfilled its obligations under the minimum funding standards of ERISA

and the Code with respect to each applicable Plan and is in compliance with the presently applicable provisions of ERISA and the Code,

and has not incurred any liability to the PBGC or a Plan under Title IV of ERISA (other than premiums which have been timely paid or for

which an extension of the time for payment has been granted), other than failures to fund or comply or the incurrence of liabilities to

the PBGC or any Plan that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.07        Taxes. The

Parent and each of its Subsidiaries have filed all United States federal income tax returns, and all other material federal, foreign,

state and local income, excise and other material tax returns, which are required to be filed by them and have paid or made provision

for the payment of all United States federal and material foreign, state and other taxes which have become due pursuant to such returns

or pursuant to any assessment in respect thereof received by the Parent or any of its Subsidiaries, except (a) for the payment of

taxes that are being contested in good faith and for which adequate reserves have been provided or (b) where the failure to so file

or pay could not reasonably be expected to have a Material Adverse Effect. Under the laws of Luxembourg it is not necessary that the Loan

Documents be filed, recorded or enrolled with any court or other authority or that any stamp, registration or similar Taxes be paid on

or in relation to the Loan Documents, except (i) where the Loan Documents are physically attached (annexé(s)) to a

public deed or to any other document subject to mandatory registration, in which case either a nominal registration duty or an ad valorem

duty (of, for instance, 0.24 per cent. of the amount of the payment obligation mentioned in the document so registered) will be payable

depending on the nature of the document to be registered, and (ii) in the case of voluntary registration of the Loan Documents.

Section 3.08        Not

an Investment Company. Neither the Parent nor any Subsidiary thereof is an “investment company” within the meaning of

the Investment Company Act of 1940.

Section 3.09        Environmental

Matters. There are no existing Environmental Laws and no existing or, to the knowledge of Parent and its Subsidiaries, threatened

Environmental Claims or Environmental Liabilities, individually or in the aggregate, that could reasonably be expected to have a material

adverse effect on the business, consolidated financial position or consolidated results of operations of the Parent and its Subsidiaries

taken as a whole.

Section 3.10        Use

of Proceeds. The Borrower will use the proceeds of the Credit Events solely for the purposes described in Section 5.02.

Section 3.11        Disclosure.

No written report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to the Administrative

Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder

or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement

of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they

were made, not misleading when taken as a whole; provided that, with respect to projected financial information, such Loan Party represents

only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood

and agreed that projected financial information is simply an estimate, and there is no guarantee that projected results will in fact be

achieved and it being further understood and agreed that any representation made pursuant to this Section 3.11 in respect

of information provided with respect to any entity or assets acquired or to be acquired by the Parent or any of its Subsidiaries, for

all periods prior to the date of the consummation of such acquisition is being made to the knowledge of the Parent). As of the Specified

Acquisition Consummation Date, to the best knowledge of the Parent, the information included in the Beneficial Ownership Certification

provided on or prior to the Specified Acquisition Consummation Date to any Lender in connection with this Agreement is true and correct

in all material respects.

Section 3.12        Anti-Corruption

Laws and Sanctions.

(a)            Each

of the Parent and its Subsidiaries and, to its Knowledge, its controlled affiliated companies and their respective directors, officers,

employees, and agents are conducting their business in compliance in all material respects with Anti-Corruption Laws and have instituted

and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws in all material respects.

(b)            None

of the Parent or its Subsidiaries or, to its Knowledge, their respective directors, officers, employees or agents acting in any capacity

in connection with, or directly benefiting from, the Credit Events:

(i)            is

a Designated Person;

(ii)           is

a Person that is 50% or greater owned or controlled by a Designated Person or by a Sanctioned Country;

(iii)          is

incorporated, organized or resident in a Sanctioned Country, in violation of Sanctions; or

(iv)          is

(or, except as disclosed in writing to the Administrative Agent prior to the Effective Date, has, to the Parent’s Knowledge, within

the year preceding the Effective Date) directly or, to the Parent’s Knowledge, indirectly engaged in, any dealings or transactions,

in each case in violation of any Sanctions, (1) with any Designated Person or (2) in any Sanctioned Country to the extent that

after giving effect to such dealings or transactions the Parent and its Subsidiaries have more than 5% of their consolidated assets in

Sanctioned Countries or derive more than 5% of their consolidated revenues from investments in, or transactions with, Sanctioned Countries.

The foregoing representations

in this Section 3.12 will not apply to any party hereto to which (i) Council Regulation (EC) 2271/96 (the “Blocking

Regulation”) applies (or any law or regulation implementing such Blocking Regulation in any member state of the European Union,

including Section 7 of the German Foreign Trade Regulation (AuBenwirtschaftsverodnung)) (the “Blocking Law”),

or (ii) the UK Protection of Trading Interests Legislation (“UKPTIL”) applies, if and to the extent that such

representations are or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or

violation of any provision of, the Blocking Law or the UKPTIL, as applicable.

Section 3.13        Domiciliation;

Centre of Main Interests. In the case of a Loan Party organized under the laws of Luxembourg, the head office (administration centrale)

and the place of effective management (siège de direction effective) are located at the place of its registered office (siège

statutaire) in Luxembourg and, for the purposes of the Insolvency Regulation, the centre of main interests (centre des intérêts

principaux) is located at the place of its registered office (siège statutaire) in Luxembourg. Each Irish Guarantor

represents and warrants to the Lenders that as of the Effective Date its centre of main interest (as that term is used in Article 3(1) of

the Insolvency Regulation) will be in either England and Wales or Ireland and it will have no establishment (as that term is used in Article 2(10) of

the Insolvency Regulation) in any other jurisdiction.

Section 3.14        Solvency.

As of each of the Effective Date and the Specified Acquisition Consummation Date, immediately after giving effect to the Transactions

to occur on such date, including the extension of Term Loans on such date as applicable, the fair value of the assets of the Parent and

its Subsidiaries, taken as a whole on a consolidated basis, at a fair valuation on a going concern basis, exceeds their debts and liabilities,

subordinated, contingent or otherwise. The present fair saleable value of the property of the Parent and its Subsidiaries, taken as a

whole on a consolidated and going concern basis, is greater than the amount that will be required to pay the probable liability, on a

consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become

absolute and matured in the ordinary course of business. The Parent and its Subsidiaries, taken as a whole on a consolidated basis, are

able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured in the

ordinary course of business. The Parent and its Subsidiaries are not engaged in businesses and are not about to engage in businesses for

which they have unreasonably small capital, on a consolidated basis. For purposes of this Section, the amount of any contingent liability

at any time shall be computed as the amount that, in light of all the facts and circumstances existing as of such date of determination,

would reasonably be expected to become an actual and matured liability (and not at the full face amount of such contingent liability unless

such full face amount is reasonably expected to become payable).

Section 3.15        Affected

Financial Institutions. No Loan Party is an Affected Financial Institution.

Section 3.16        Irish

Loan Party. The entry into by any Irish Loan Party of this Agreement and the performance by any Irish Loan Party of the transactions

contemplated hereby and the obligations incurred hereunder does not constitute the provision of financial assistance within the meaning

of Section 82 of the Irish Companies Act. The prohibition contained in Section 239 of the Irish Companies Act does not apply

to this Agreement or the transactions contemplated thereby by reason of the fact that each Irish Loan Party and each other company whose

liabilities are hereby guaranteed are members of a group of companies consisting of a holding company and its subsidiaries for the purposes

of Section 243 of the Irish Companies Act.

Section 3.17        Tax

Residence. Each Loan Party (other than the Parent) represents that it is resident for Tax purposes only in its jurisdiction of incorporation.

The Parent represents that it is resident for Tax purposes only in Ireland or the United Kingdom.

Section 3.18        Outbound

Investment Rules. Neither the Parent nor any of its Subsidiaries is a “covered foreign person” as that term is used in

the Outbound Investment Rules. Neither the Parent nor any of its Subsidiaries currently engages, or has any present intention to engage

in the future, directly or indirectly, in (i) a “covered activity” or a “covered transaction”, as each such

term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute a “covered activity”

or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, if the Parent were a U.S. Person

or (iii) any other activity that would cause the Administrative Agent or any Lender to be in violation of the Outbound Investment

Rules or cause the Administrative Agent or any Lender to be legally prohibited by the Outbound Investment Rules from performing

under this Agreement.

Article IV.

Conditions

Section 4.01        Effective

Date. The effectiveness of this Agreement is subject to satisfaction (or waiver) of the following conditions precedent:

(a)            The

Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement signed on behalf of such

party (which, subject to Section 9.06, may include any Electronic Signatures transmitted by telecopy, emailed pdf, or any

other electronic means that reproduces an image of an actual executed signature page).

(b)            The

Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated

the Effective Date) of (i) Foley & Lardner LLP, special counsel for the Loan Parties, (ii) Arthur Cox, special Irish

counsel for the Loan Parties and (iii) Allen Overy Shearman Sterling, Société en Commandite Simple, inscrite au

barreau de Luxembourg, special Luxembourg counsel for the Loan Parties, substantially in the form of Exhibits B-1, B-2

and B-3, respectively, and covering such other matters relating to the Parent, the Borrower, Pentair MN, this Agreement or the

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

Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request

relating to the organization, existence and good standing of the Loan Parties (which shall include, in the case of the Parent, evidence

that such Loan Party has complied with Section 82 of the Irish Companies Act), the authorization of the Transactions, the specimen

page identifying the name and title and bearing the signatures of the managers or authorized signatories, as applicable, the constitutional

documents and any other legal matters relating to the Parent, the Borrower, Pentair MN, the Loan Documents or the Transactions, all in

form and substance satisfactory to the Administrative Agent and its counsel and as further described in Exhibit E.

(d)            The

Specified Representations shall be true and correct in all material respects on the Effective Date (except to the extent that such representations

and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless already

qualified by materiality or “material adverse effect”, in which case they shall be true and correct in all respects) as of

such earlier date).

(e)            The

Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the

extent invoiced (in reasonable detail) at least one (1) Business Day prior to the Effective Date, reimbursement or payment of all

out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

The Administrative Agent shall

notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

Section 4.02        Conditions

to Extensions of Credit on Specified Acquisition Consummation Date. The obligation of each Lender to extend Term Loans on the Specified

Acquisition Consummation Date is subject to satisfaction (or waiver) of the following conditions precedent:

(a)            The

Effective Date has occurred.

(b)            Since

July 27, 2026, there shall not have occurred a “Material Adverse Effect” (as defined in the Specified Acquisition Agreement)

that still constitutes a Material Adverse Effect as of the Specified Acquisition Consummation Date; provided, that for the avoidance

of doubt, whether a Material Adverse Effect has occurred shall be made solely by reference to the definition set forth in the Specified

Acquisition Agreement (as in effect on the date of the Specified Acquisition Agreement, without giving effect to any amendment thereto

that would expand the scope thereof) and shall be governed by the laws of the State of Delaware.

Specified Acquisition Agreement Representations and the Specified Representations shall be true and correct in all material respects on

the Specified Acquisition Consummation Date (except to the extent that such representations and warranties specifically refer to an earlier

date, in which case they shall be true and correct in all material respects (unless already qualified by materiality or “material

adverse effect”, in which case they shall be true and correct in all respects) as of such earlier date) after giving effect to the

Specified Acquisition and the initial funding of the Term Loans.

(d)            The

Administrative Agent’s receipt of a certificate, dated as of the Specified Acquisition Consummation Date and signed by a Financial

Officer of the Borrower, certifying that, prior to or substantially concurrently with the funding of the Term Loans, (x) the conditions

in Sections 4.02(b) and (c) are satisfied, and (y) the Specified Acquisition shall be consummated in all

material respects in accordance with the Specified Acquisition Agreement after giving effect to any modifications, amendments, supplements,

consents or waivers thereto, other than those modifications, amendments, supplements, consents or waivers by the Borrower, the Parent

or any of the Borrower’s or the Parent’s respective subsidiaries that are materially adverse to the Lenders (in their capacities

as such) without U.S. Bank’s (in its capacity as Arranger) prior written consent (such consent not to be unreasonably conditioned,

delayed or withheld), it being understood and agreed that any modification, amendment, supplement, consent or waiver to the Specified

Acquisition Agreement in respect of the following shall be deemed to be materially adverse to the Lenders:

(i)            any

increase in Specified Acquisition Consummation Date cash consideration required to consummate the Specified Acquisition unless such increase

is less than or equal to 15% of the Specified Acquisition Consummation Date cash consideration for the Specified Acquisition as required

under the Specified Acquisition Agreement as of July 27, 2026 or is funded with the issuance of additional equity or cash on hand

(and not additional Debt for borrowed money); and

(ii)            any

decrease in the Specified Acquisition Consummation Date cash consideration for the Specified Acquisition unless such decrease is less

than or equal to 15% of the Specified Acquisition Consummation Date cash consideration for the Specified Acquisition as required under

the Specified Acquisition Agreement as of July 27, 2026, or so long as, in the case of a decrease in excess of 15% of such Specified

Acquisition Consummation Date cash consideration, such excess is first applied to reduce commitments under the Borrower’s $1,400,000,000

364-day bridge credit facility as previously disclosed by the Borrower to U.S. Bank (in its capacity as Arranger) on a dollar-for-dollar

basis, and then is applied to reduce Term Loan Commitments under the Term Loan Facilities ratably hereunder on a dollar-for-dollar basis.

(e)            That

portion of the Specified Acquisition Consummation Date cash consideration for the Specified Acquisition (if any) not being funded with

proceeds of Term Loans shall be paid or deemed paid to the “Seller” under and as defined in the Specified Acquisition Agreement

substantially concurrently with the Borrowing in respect of the Term Loans.

(f)            The

Administrative Agent shall have received a Borrowing Request (which shall include the date on which the Specified Acquisition Consummation

Date is expected to occur) in respect of Term Loans in accordance with the requirements hereof.

(g)            To

the extent invoiced to the Borrower at least three (3) Business Days prior to the Specified Acquisition Consummation Date, the Administrative

Agent shall receive on each such date all unpaid fees and other amounts due and payable for the account of the Lenders and the Arrangers

on such date, including, without limitation, the fees, charges and disbursements of counsel to U.S. Bank as Arranger and Administrative

Agent.

(h)            U.S.

Bank, as Arranger, shall have received U.S. GAAP audited consolidated balance sheets and statements of income for the Target and its Subsidiaries

for the fiscal years ended as of December 31, 2024 and December 31, 2025; provided, that such audited financial statements

shall not be required to include an audit of internal controls over financial reporting or any other information required by Section 404

of the Sarbanes-Oxley Act of 2002. U.S. Bank, as Arranger, shall have received for the Target and its Subsidiaries U.S. GAAP unaudited

consolidated balance sheet and statement of income as of and for the six-month period ended June 30, 2026. U.S. Bank, as Arranger,

shall also have received U.S. GAAP unaudited consolidated balance sheets and statements of income for the Target and its Subsidiaries

for each fiscal quarter occurring after March 31, 2026 that ends at least 40 days prior to the Specified Acquisition Consummation

Date. The foregoing financial statements shall not be required to include, and the availability of the Term Loan Facilities shall not

be conditioned upon Regulation S-X compliance beyond the level of compliance contained in the financial statements as delivered to the

Administrative Agent.

(i)            (i)

The Lenders shall have received all documentation and other information reasonably requested by such Lender in writing at least three

(3) Business Days prior to the Specified Acquisition Consummation Date in order to allow it to comply with applicable “know

your customer” and anti-money laundering rules and regulations with respect to each Loan Party and (ii) to the extent

the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business

Days prior to the Specified Acquisition Consummation Date, any Lender that has reasonably requested a Beneficial Ownership Certification

at least ten (10) Business Days prior to the Specified Acquisition Consummation Date in relation to the Borrower shall have received

such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this

Agreement, the conditions set forth in this clause (i) shall be deemed to be satisfied).

(j)            The

Administrative Agent shall have received a solvency certificate from the chief financial officer of the Parent in substantially the form

of Exhibit F hereto, dated as of the Specified Acquisition Consummation Date.

(k)            The

Administrative Agent’s receipt of evidence that, on or prior to the Specified Acquisition Consummation Date, all existing Debt (other

than contingent and expense reimbursement obligations for which no claim has been asserted) under that certain Amended and Restated Credit

Agreement, dated as of March 13, 2024, by and between the Target, Bank of America, N.A., and the other parties signatory thereto,

has been repaid (or, in the case of letters of credit, replaced, cash collateralized, otherwise collateralized with “back to back”

letters of credit, or otherwise addressed in a manner acceptable to the applicable letter of credit issuer), all commitments and obligations

in respect thereof have been terminated, and all liens in respect of the foregoing will be released (the “Target Refinancing”).

Without limiting the generality

of Section 8.01, for purposes of determining compliance with the conditions specified in this Section 4.02, each

Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document

or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative

Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto; provided,

that the foregoing does not limit the delivery of those items on the Specified Acquisition Consummation Date as required above in order

to cause the extension of Term Loans on the Specified Acquisition Consummation Date.

Immediately after giving effect

to the Transactions to occur on the Specified Acquisition Consummation Date, each Loan Party is hereby deemed to make all of the representations

and warranties contained in this Agreement or any other Loan Document, with the understanding that (A) with respect to representations

and warranties that contain a materiality qualification, such representations and warranties be true and correct on and as of the Specified

Acquisition Consummation Date, except to the extent that such representations and warranties specifically refer to an earlier date, in

which case they shall be true and correct as of such earlier date, (B) with respect to representations and warranties that do not

contain a materiality qualification, such representations and warranties be true and correct in all material respects on and as of the

Specified Acquisition Consummation Date, except to the extent that such representations and warranties specifically refer to an earlier

date, in which case they shall be true and correct in all material respects as of such earlier date, and (C) each Loan Party also

is deemed to represent that no Default shall exist as of the Specified Acquisition Consummation Date immediately after giving effect to

the Transactions on such date.

Article V.

AFFIRMATIVE

COVENANTS

The Loan Parties agree that

so long as any Lender has any Term Loan Commitment hereunder or any amount payable by the Borrower hereunder remains unpaid (other than

contingent indemnification and similar obligations not yet due):

Section 5.01        Information.

The Parent will deliver to the Administrative Agent (and, upon receipt, the Administrative Agent will promptly deliver to each of the

Lenders):

(a)        Annual

Financial Statements. Within five Business Days after the date on which

the Parent files such documents with the SEC, but in no event later than 120 days after the end of each fiscal year, a consolidated balance

sheet of the Parent and its Consolidated Subsidiaries at the end of such fiscal year and the related consolidated statements of income

and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported

on in accordance with the rules and regulations of the SEC and audited by Deloitte & Touche LLP or other independent public

accountants of nationally recognized standing.

(b)            Quarterly

Financial Statements. Within five Business Days after the date on which the Parent files such documents with the SEC, but in no event

later than 60 days after the end of each of the first three quarters of each fiscal year, a consolidated balance sheet of the Parent and

its Consolidated Subsidiaries at the end of such quarter and the related consolidated statements of income and cash flows for such quarter

and for the portion of the fiscal year ended at the end of such quarter, setting forth in each case in comparative form the figures for

the corresponding quarter and the corresponding portion of the previous fiscal year, all certified by a Senior Financial Officer as fairly

presenting in all material respects in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) the

financial position and results of operations of the Parent and the Consolidated Subsidiaries.

Certificates. Simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above,

a certificate of a Senior Financial Officer (i) setting forth in reasonable detail the calculations required to establish whether

the Parent was in compliance with the requirements of Sections 6.01 and 6.02 on the date of such financial statements and

(ii) stating whether there exists on the date of such certificate any Event of Default or Default and, if any such event then exists,

setting forth the details thereof and the action which the Parent is taking or proposes to take with respect thereto.

(d)            Notice

of Default. Forthwith upon the occurrence of any Responsible Officer obtaining knowledge of any Event of Default or Default, a certificate

of a Senior Financial Officer setting forth the details thereof and the action which the Parent is taking or proposes to take with respect

thereto.

(e)            Shareholder

Information. Promptly upon the mailing thereof to the shareholders of the Parent generally, copies of all financial statements, reports

and proxy statements so mailed.

(f)            SEC

Filings. Promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration

statements on Form S-8 or its equivalent) and reports on Forms 10-K and 10-Q which the Parent shall have filed with the SEC.

(g)            ERISA

Notices. If and when the Parent or ERISA Affiliate is required to give notice to the PBGC of any “reportable event” (as

defined in Section 4043 of ERISA) with respect to any Plan which could reasonably be expected to constitute grounds for a distress

or PBGC-initiated termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required

to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC.

(h)            Notice

of Other Material Events. Promptly upon obtaining knowledge thereof, notice of the commencement of any litigation or Governmental

Authority proceeding affecting the Parent or any Subsidiary (including pursuant to any applicable Environmental Law) in which there is

a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse Effect.

(i)            Ratings.

Promptly upon the public announcement thereof, notice of any downgrade in any credit rating (including the Public Debt Rating) with respect

to the Borrower or the Parent by Moody’s, S&P or Fitch.

(j)            Beneficial

Ownership Certification Changes. Promptly after the occurrence thereof, notice to the applicable Lender of any change in the information

provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners

identified in such certification.

(k)            KYC

Information. Promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent

or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations,

including the Patriot Act and the Beneficial Ownership Regulation.

(l)            Other

Information. Promptly following any request therefor, such additional information regarding the financial position or business of

the Loan Parties as the Administrative Agent, at the request of any Lender, may reasonably request (it being understood and agreed that

no Loan Party nor any of its Subsidiaries shall be required to disclose or discuss, or permit the inspection, examination or making of

extracts of, any records, books, information or account or other matter (i) in respect of which disclosure to the Administrative

Agent, any Lender or their representatives is then prohibited by applicable law or any agreement binding on any Loan Party or any of its

Subsidiaries, (ii) that is protected from disclosure by the attorney-client privilege or the attorney work product privilege or (iii) constitutes

non-financial trade secrets or non-financial proprietary information).

Documents required to be delivered

pursuant to Sections 3.04 or 5.01 (to the extent any such documents are included in materials otherwise filed with the SEC)

may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date such documents are posted on the

Parent’s behalf on SyndTrak/IntraLinks/IntraAgency, on EDGAR (the Electronic Data Gathering, Analysis and Retrieval system of the

SEC) or any successor thereto, or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether

a commercial, third-party website or whether sponsored by the Administrative Agent); provided that, except in the case of any filing

on EDGAR or any successor thereto, the Parent shall notify (which may be by facsimile or electronic mail) the Administrative Agent and

each Lender of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain

copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Parent with any

such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such

documents.

If any financial materials

and related certificates required to be delivered pursuant to Sections 5.01(a), (b) and/or (c) shall be

required to be delivered pursuant to the terms of such Section(s) on a day that is not a Business Day, the required date for such

delivery shall be extended to the next succeeding Business Day.

Section 5.02        Use

of Proceeds. The Parent shall, and shall cause each Subsidiary to, use the proceeds of the Term Loans solely (i) to pay a portion

of consideration for the Specified Acquisition, (ii) to pay fees, premiums, expenses and other transaction costs incurred in connection

with the Transactions and (iii) to fund the Target Refinancing. Without limiting the foregoing, the Parent shall not, and shall not

permit any Subsidiary to, use the proceeds of any Credit Events, directly or indirectly, for the purpose, whether immediate, incidental

or ultimate, of purchasing or carrying any “margin stock” in violation of Regulation U of the Board. In no event shall the

proceeds of the Loans be utilized for any purpose that would constitute unlawful financial assistance within the meaning of sections 678

or 679 of the UK Companies Act 2006 or section 82 of the Irish Companies Act.

Section 5.03        Compliance

with Contractual Obligations and Laws. The Parent shall, and shall cause each Subsidiary to, comply with all applicable laws and regulations

of any Governmental Authority having jurisdiction over it or its business the non-compliance with which would reasonably be expected to

have a Material Adverse Effect. Without limiting the foregoing, the Borrower will maintain in effect and enforce policies and procedures

designed to promote and achieve compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents

with applicable Anti-Corruption Laws and applicable Sanctions in all material respects.

Section 5.04        Insurance.

The Parent shall, and shall cause each Subsidiary to, maintain, with financially sound and reputable insurers (as determined at the time

the relevant coverage is placed or renewed in the good faith judgment of the Parent or relevant Subsidiary) and/or pursuant to a self-insurance

program, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons

engaged in the same or similar businesses and covering similar properties in the same or similar localities, of such types, with such

deductibles, covering such risks and in such amounts as are customarily carried under similar circumstances by such other Persons, except

where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.05        Ownership

of Loan Parties. The Parent shall at all times own and control, directly or indirectly, all of the equity interests (other than directors’

qualifying shares and other than as may be required by law) of each Loan Party (unless, in the case of any Additional Guarantor, such

Additional Guarantor has ceased to be a party hereto pursuant to a transaction permitted by this Agreement).

Section 5.06        Payment

of Taxes. The Parent shall, and shall cause each Subsidiary to, pay or make provision for the payment of all United States federal

and material foreign, state and other taxes which have become due pursuant to such returns or pursuant to any assessment in respect thereof

received by the Parent or any Subsidiary, except (a) taxes that are being contested in good faith and for which adequate reserves

have been provided and/or (b) where the failure to so pay could not reasonably be expected to have a Material Adverse Effect.

Section 5.07        Loan

Party Location. The Parent will cause (i) the Borrower and each Material Subsidiary incorporated or organized in an EU jurisdiction

to cause its centre of main interest (as that term is used in Article 3(1) of the Insolvency Regulation) to be situated solely

in its jurisdiction of incorporation and not to have an establishment (as that term is used in Article 2(10) of the Insolvency

Regulation) situated outside its jurisdiction of incorporation or organization, as applicable and (ii) the Borrower and each Material

Subsidiary incorporated in England and Wales to cause its centre of main interest (as that term is used in Article 3(1) of the

Insolvency Regulation) to be situated solely in England and Wales and not to have an establishment (as that term is used in Article 2(10) of

the Insolvency Regulation) situated outside its jurisdiction of incorporation. The Parent will cause its centre of main interest (as that

term is used in Article 3(1) of the Insolvency Regulation) to be situated either in England and Wales or Ireland and not to

have an establishment (as that term is used in Article 2(10) of the Insolvency Regulation) situated in any other jurisdiction.

Section 5.08        Tax

Residence. No Loan Party may change its residence for Tax purposes without the prior written consent of the Required Lenders, not

to be unreasonably withheld, conditioned, or delayed; provided that the Parent may change its residence from time to time for Tax

purposes from the United Kingdom to Ireland or from Ireland to the United Kingdom.

Section 5.09        Service

of Process Agent. If Pentair MN ceases to be a Loan Party hereunder, the Borrower will provide to the Administrative Agent prior to,

or substantially contemporaneously with, such cessation a letter from the Service of Process Agent described in clause (ii) of the

definition of “Service of Process Agent” (or any other Service of Process Agent acceptable to the Administrative Agent), and

such letter will confirm such Service of Process Agent’s consent to its appointment by the Parent, the Borrower and each Additional

Guarantor, if any, as their agent to receive service of process as specified in this Agreement.

Section 5.10        Further

Assurances. If at any time any Person becomes obligated as a guarantor or borrower under the Existing JPM Credit Agreement (any such

Person, an “Additional JPM Obligor”), the Parent will, at its sole cost and expense, (x) deliver to the Administrative

Agent written notice of such Additional JPM Obligor at least five (5) Business Days prior to the date such Additional JPM Obligor

becomes a guarantor or borrower under the Existing JPM Credit Agreement (the “Additional JPM Obligor Effective Date”)

and (y) cause such Additional JPM Obligor to become an Additional Guarantor hereunder by delivering an Additional Guarantor Joinder

to the Administrative Agent no later than the Additional JPM Obligor Effective Date.

Article VI.

NEGATIVE

COVENANTS

The Loan Parties agree that

so long as any Lender has any Term Loan Commitment hereunder or any amount payable by the Borrower hereunder remains unpaid (other than

contingent indemnification and similar obligations not yet due):

Section 6.01        Maximum

Net Leverage Ratio. The Parent shall not permit the Net Leverage Ratio on the last day of any period of four consecutive fiscal quarters

of the Parent to exceed 3.75 to 1.00; provided, that (i) the Borrower may, by written notice to the Administrative Agent for

distribution to the Lenders and not more than two times during any five consecutive year term of this Agreement, elect to increase the

maximum Net Leverage Ratio permitted under this Section 6.01 to 4.25 to 1.00 as of the end of each of the first four (4) periods

of four consecutive fiscal quarters ending on or after the date of a Permitted Acquisition, if the aggregate consideration paid or to

be paid in respect of such Permitted Acquisition is equal to or greater than $250,000,000 (any such four consecutive periods of four consecutive

fiscal quarters following such a Permitted Acquisition, an “Adjusted Covenant Period”) and (ii) in connection

with any such election, the Borrower shall have delivered to the Administrative Agent, at least five business days prior to consummating

such Acquisition, notice of such Acquisition and pro forma calculations (in form and detail reasonably satisfactory to the Administrative

Agent) demonstrating compliance with the maximum Net Leverage Ratio required by the foregoing clause (i) (it being understood and

agreed that (A) the Borrower may not elect an Adjusted Covenant Period for at least two (2) fiscal quarters following the end

of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to the foregoing clause (i) and

(B) at the end of an Adjusted Covenant Period, the maximum Net Leverage Ratio permitted under this Section 6.01 shall

revert to 3.75 to 1.00 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant

to the terms and conditions described above).

Section 6.02        Minimum

Interest Coverage Ratio. The Parent shall not permit the Interest Coverage Ratio for any period of four consecutive fiscal quarters

of the Parent ending on the last day of a fiscal quarter of the Parent to be less than 3.00 to 1.00.

Section 6.03        Negative

Pledge. Neither the Parent nor any Material Subsidiary will create, assume or suffer to exist any Lien on any asset now owned or hereafter

acquired by any of them, except:

(a)            any

Lien existing on the date of this Agreement and set forth in Schedule 6.03;

(b)            Liens

imposed by law for taxes, assessments or charges of any Governmental Authority for claims which are not overdue for a period of more than

60 days, or to the extent that such Lien is being contested in good faith by appropriate actions and adequate reserves in accordance with

GAAP are being maintained therefor, provided that no notice of Lien has been filed or recorded under the Code;

Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law or created in the ordinary

course of business, provided that (i) the obligation secured by the applicable Lien has not been delinquent for more than 90 days

or remains payable without penalty and, in each case, the property subject to such Lien is not subject to forfeiture as a result of such

Lien or (ii) the applicable Lien is being contested in good faith by appropriate actions, which proceedings have the effect of preventing

the forfeiture or sale of the property subject thereto;

(d)            Liens

(other than any Lien imposed under ERISA) consisting of pledges or deposits in the ordinary course of business (i) required in connection

with workers’ compensation, unemployment insurance and other social security legislation and (ii) securing liability for reimbursement

or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance

carriers to secure obligations with respect to casualty or liability insurance maintained by the Parent or any of its Subsidiaries;

(e)            Liens

on property of the Parent or any Subsidiary securing (i) the non-delinquent performance of bids, trade contracts (other than for

borrowed money), leases or statutory obligations, (ii) surety bonds (excluding appeal bonds and other bonds posted in connection

with court proceedings or judgments) and (iii) other non-delinquent obligations of a like nature (including those to secure health,

safety and environmental obligations) in each case incurred in the ordinary course of business;

(f)            Liens

consisting of judgment or judicial attachment liens and Liens securing contingent obligations on appeal bonds and other bonds posted in

connection with court proceedings or judgments, to the extent that such Liens do not constitute an Event of Default under clause (i) of

Article VII;

(g)            easements,

rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances on real property which in the aggregate do not

materially detract from the value of such property or materially interfere with the ordinary conduct of the businesses of the Parent and

its Subsidiaries;

(h)            Liens

securing obligations in respect of capital leases on assets subject to such leases, provided that such leases are otherwise permitted

hereunder;

(i)            Liens

arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights

and remedies (or, with respect to accounts located in Luxembourg, contractual provisions) as to deposit accounts or other funds maintained

with a creditor depository institution and/or Liens arising in the ordinary course of business with respect to deposit accounts relating

to intercompany cash pooling, interest set-off and/or sweeping arrangements; provided that (i) such deposit account is not a dedicated

cash collateral account and is not subject to restrictions against access by the Parent or the applicable Subsidiary in excess of those

set forth by regulations promulgated by the Board and (ii) such deposit account is not intended by the Parent or any Subsidiary to

provide collateral to the depository institution;

(j)            Liens

arising in connection with Securitization Transactions;

(k)            Liens

on property of any Foreign Subsidiary securing Debt of such Foreign Subsidiary and/or any other Foreign Subsidiary that is permitted under

Section 6.05;

(l)            any

Lien existing on property (and the proceeds thereof) existing at the time of its acquisition (by merger or otherwise) or existing on the

property of any Person at the time such Person becomes a Subsidiary, in each case after the date hereof (other than any Lien on the equity

interests of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition

or such Person becoming a Subsidiary; and (ii) the Debt or other obligation secured thereby is not prohibited by Section 6.05;

(m)            Liens

arising out of the conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent

or any of its Subsidiaries in the ordinary course of business;

(n)            Liens

solely on cash earnest money deposits made by the Parent or any Subsidiary in connection with any letter of intent or purchase agreement

permitted hereunder;

(o)            Liens

securing reimbursement obligations incurred in the ordinary course of business for trade letters of credit or banker’s acceptances,

which Liens encumber only goods, or documents of title covering goods, that are purchased in transactions for which such letters of credit

or banker’s acceptances are issued;

(p)            Liens

incurred in the ordinary course of business in favor of customs or revenue authorities arising as a matter of law to secure payment of

customs duties in connection with the importation of goods;

(q)            leases,

subleases, licenses or sublicenses (including, in the case of licenses and sublicenses, of intellectual property) granted to others in

the ordinary course of business that do not materially interfere with the ordinary conduct of the business of the Parent or any Subsidiary

and do not secure any Debt;

(r)            Liens

of a collecting bank arising under Section 4-210 of the Uniform Commercial Code on items in the ordinary course of collection;

(s)           options,

put and call arrangements, rights of first refusal and similar rights relating to investments in joint ventures, partnerships and other

similar investments not prohibited by this Agreement;

(t)            rights

of first refusal, put, call and similar rights arising in connection with repurchase agreements that are not prohibited by this Agreement;

(u)            any

Lien arising under any Loan Document;

(v)            any

Lien on an asset arising out of an agreement to dispose of such asset, to the extent such disposition is not prohibited by this Agreement

and such Lien does not secure any other obligation;

(w)           any

extension, renewal or substitution of or for any Lien described in clause (a) or (l) above, in each case (A) to the extent

that the amount of the Debt or other obligation secured by the applicable Lien shall not exceed the amount of the Debt or other obligation

existing immediately prior to such extension, renewal or substitution and (B) so long as the scope of the property subject to such

Lien is not increased;

(x)            Liens

relating to purchase orders and other agreements entered into with customers of the Parent or any Subsidiary in the ordinary course of

business;

(y)            receipt

of progress payments and advances from customers in the ordinary course of business to the extent the same create Liens on the related

inventory and proceeds thereof;

(z)            Liens

on assets pledged in respect of defeased or discharged indebtedness;

(aa)        any

Lien on any asset securing Debt incurred or assumed for the purpose of financing an amount not to exceed all or any part of the cost of

acquiring, constructing, repairing, replacing or improving such asset, provided that such Lien attaches to such asset concurrently with

or within 270 days after (A) the acquisition of such asset or (B) the later of (x) the completion of such construction,

repair, replacement or improvement of such asset and (y) the date of commencement of the commercial operation of the asset constructed,

repaired, replaced or improved, as applicable; and

(bb)        in

addition to Liens permitted by clauses (a) through (aa) above, any other Lien, to the extent that the outstanding principal

amount of the obligations secured thereby, expressed as a Dollar Amount, at the time of creation thereof, in the aggregate with the outstanding

principal amount of all other Debt and other obligations then secured pursuant to this clause (bb), does not exceed the greater of (i) $375,000,000

and (ii) 8.5% of the Parent’s Consolidated Total Assets as shown on the then most recent consolidated financial statements

of the Parent delivered to the Administrative Agent pursuant to Section 5.01 (or, prior to such initial delivery pursuant

to Section 5.01, Section 3.04).

Any lien permitted above under

this Section 6.03 on any property may extend to identifiable proceeds of such property.

Section 6.04        Consolidations,

Mergers and Sales of Assets; Acquisitions. No Loan Party will merge or consolidate with any other

non-affiliated Person or sell, lease, transfer or otherwise dispose (excluding, for the avoidance of doubt, the creation of any Lien permitted

under Section 6.03) of all or substantially all of its assets as an entirety to any other non-affiliated Person unless:

(i)            in

the case of a merger or consolidation, the Person surviving such transaction is the applicable Loan Party; and

(ii)            immediately

after giving effect to any such action, no Event of Default or Default shall have occurred and be continuing.

(b)            The

Parent will not, and will not permit any Subsidiary to, make any Acquisition other than Permitted Acquisitions.

Section 6.05        Subsidiary

Debt. The Parent will not permit any Material Subsidiary (other than the Borrower) to create, incur, assume or suffer to exist any

Debt except:

(a)            Debt

arising under Securitization Transactions in an aggregate amount outstanding not exceeding $250,000,000 at any time;

(b)            Debt

existing on the Effective Date and identified on Schedule 6.05 and any refinancing, extension or renewal thereof or of any

Debt under this clause (b), in each case, to the extent the principal amount thereof is not increased (including extensions,

renewals or replacements of guarantees in respect of such Debt as so refinanced, extended or renewed);

of a Subsidiary owed to the Parent or another Subsidiary; and (ii) Guarantees by a Subsidiary of Debt of the Parent or another Subsidiary

to the extent this Agreement does not prohibit the Parent’s or such other Subsidiary’s incurrence of such Debt;

(d)            Debt

incurred as an account party in respect of any trade letter of credit;

(e)            deferred

compensation owed to employees incurred in the ordinary course of business;

(f)            to

the extent constituting Debt, obligations with respect to deferred compensation, retiree healthcare medical benefits or other similar

employment arrangements incurred in connection with acquisitions or dispositions permitted under this Agreement;

(g)            to

the extent constituting Debt, obligations incurred in respect of cash management services, netting services, overdraft protection and

similar arrangements and hedging transactions with a term not exceeding two years, in each case in the ordinary course of business;

(h)            Debt

constituting reimbursement obligations with respect to letters of credit issued in respect of workers’ compensation claims, health,

disability or other employee benefits or property, casualty or liability insurance or self-insurance or other reimbursement-type obligations

relating to workers’ compensation claims incurred in the ordinary course of business;

(i)            obligations

in respect of performance and surety, stay, customs, appeal and performance bonds, performance and completion guarantees and similar instruments

or obligations in respect of letters of credit in respect thereof, in each case in the ordinary course of business;

(j)            Debt

that has maturities and other terms, and is subordinated to the Obligations in a manner, satisfactory to the Required Lenders;

(k)            Debt

arising under capital leases in an aggregate principal amount not to exceed $50,000,000 outstanding at any time;

(l)            unsecured

Debt under the Existing JPM Credit Agreement, and any extensions, renewals, refinancing or replacements thereof so long as no Subsidiaries

will be added as borrowers or guarantors in respect of such Debt in connection with any such extension, renewal, refinancing or replacement

unless such Subsidiaries also are Additional Guarantors hereunder in accordance with Section 5.10;

(m)            Debt

of any Subsidiary incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any fixed or capital

assets and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the

acquisition thereof, and amendments, modifications, extensions, refinancings, renewals and replacements of any such Debt; provided

that (i) such Debt is initially incurred prior to or within 270 days after such acquisition or the completion of such construction,

repair, replacement, lease or improvement and (ii) the aggregate outstanding principal amount of Debt permitted by this clause (m) shall

not exceed $50,000,000 at any time outstanding; and

(n)            other

Debt in an aggregate principal amount not to exceed the greater of (i) $500,000,000 and (ii) 11.5% of the Parent’s Consolidated

Total Assets as shown on the then most recent consolidated financial statements of the Parent delivered to the Administrative Agent pursuant

to Section 5.01 (or, prior to such initial delivery pursuant to Section 5.01, Section 3.04), outstanding

at any time.

Section 6.06        OFAC

and Anti-Corruption Laws.

(a)            The

Parent shall not, and shall ensure that none of the Borrower or its other controlled affiliated companies will, directly or, to the Parent’s

Knowledge, indirectly use the proceeds of Credit Events hereunder:

(i)            in

furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any

Person in violation of any Anti-Corruption Laws;

(ii)            to

fund or finance any activities, business or transaction of or with any Designated Person or in any Sanctioned Country, in either case,

to the extent such activities, business or transaction would violate Sanctions (assuming, for purposes of this covenant only, that the

Borrower were a Domestic Subsidiary for purposes of determining its compliance with Sanctions); or

(iii)            in

any other manner that will result in liability to the Administrative Agent or any Lender under any applicable Sanctions or a breach by

the Administrative Agent or any Lenders of any applicable Sanctions.

The foregoing clause (a) of

this Section 6.06 will not apply to any party hereto to which (x) the Blocking Law applies, if and to the extent that

such representations are or would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or

violation of, any provision of the Blocking Law or (y) the UKPTIL applies, if and to the extent that such representations are or

would be unenforceable by or in respect of that party pursuant to, or would otherwise result in a breach and/or violation of any provision

of, the Blocking Law or the UKPTIL, as applicable.

(b)            The

Parent shall not, and shall ensure that none of the Borrower or its other controlled affiliated companies will, use funds or assets obtained

directly or, to the Parent’s Knowledge, indirectly from transactions with or from (i) Designated Persons or (ii) any Sanctioned

Country, in either case, in violation of Sanctions (assuming, for purposes of this covenant only, that the Borrower were a Domestic Subsidiary

for purposes of determining its compliance with Sanctions), to pay or repay any amount owing to the Administrative Agent or any Lender

under any Loan Document.

Parent shall, and shall ensure that the Borrower and each of its other controlled affiliated companies will:

(i)            conduct

its business in compliance with Anti-Corruption Laws in all material respects;

(ii)            maintain

policies and procedures designed to promote and achieve compliance in all material respects with Anti-Corruption Laws; and

(iii)            have

reasonable controls and safeguards in place designed to prevent any proceeds of any Credit Event hereunder from being used contrary to

the representations and undertakings set forth herein.

Section 6.07        Outbound

Investment Rules. Parent will not, and will not permit any of its Subsidiaries to, (a) be or become a “covered foreign

person”, as that term is defined in the Outbound Investment Rules, or (b) engage, directly or indirectly, in (i) a “covered

activity” or a “covered transaction”, as each such term is defined in the Outbound Investment Rules, (ii) any activity

or transaction that would constitute a “covered activity” or a “covered transaction”, as each such term is defined

in the Outbound Investment Rules, if Parent were a U.S. Person or (iii) any other activity that would cause the Administrative Agent

or any Lender to be in violation of the Outbound Investment Rules or cause the Administrative Agent or any Lender to be legally prohibited

by the Outbound Investment Rules from performing under this Agreement.

Article VII.

EVENTS

OF DEFAULT

If one or more of the following

events (each, an “Event of Default”) shall have occurred and be continuing:

(a)            the

Borrower shall fail to pay within two (2) Business Days of the date due any principal of any Loan; or the Borrower shall fail to

pay within five days of the date due any interest on any Loan, any fee or any other amount payable hereunder;

(b)            any

Loan Party shall fail to observe or perform any applicable covenant contained in Section 5.02, Section 5.05, Section 5.10

or any of Sections 6.01 to 6.07, inclusive;

Loan Party shall fail to observe or perform any other covenant or agreement contained in this Agreement for 30 days after the earlier

of (i) the date on which written notice thereof has been given to the Parent by the Administrative Agent at the request of any Lender

or (ii) if the Parent fails to promptly notify the Administrative Agent and the Lenders of such failure as required by Section 5.01(d),

the date on which a Senior Financial Officer had actual knowledge of such failure;

(d)            any

representation, warranty, certification or statement made by any of the Loan Parties in this Agreement or in any certificate, financial

statement or other document delivered pursuant to this Agreement shall prove to have been incorrect in any material respect when made;

(e)            the

Parent or any Subsidiary (i) fails to make any payment of Material Financial Obligations when due (whether by scheduled maturity,

required prepayment, acceleration, demand or otherwise, but after giving effect to any applicable grace or cure period); or (ii) fails

to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under one or more agreements

or instruments relating to Material Financial Obligations, if the effect of such failure, event or condition is to cause (or require),

or to permit the holder or holders of such Material Financial Obligations (or the beneficiary or beneficiaries of such Material Financial

Obligations (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries)) to cause (or require), such Material

Financial Obligations to become due and payable (or to be purchased, repurchased, defeased or cash collateralized) prior to the stated

maturity thereof; provided that any such failure relating to a Material Financial Obligation that was the Debt of a Person acquired by

the Parent or any of its Subsidiaries and which was assumed by the Parent or such Subsidiary as part of such acquisition shall not constitute

an Event of Default or Default pursuant to this clause (e) so long as such Material Financial Obligation is repaid in full or such

failure is cured within 30 days of such acquisition. Notwithstanding the foregoing, none of the following events shall constitute an Event

of Default under this clause (e) of Article VII unless such event results in the acceleration of Material Financial

Obligations: (i) any secured Debt becoming due as a result of the voluntary sale or transfer of the property or assets securing such

Debt or a casualty, condemnation or similar event, (ii) any change of control offer made within 60 days after an acquisition with

respect to, and effectuated pursuant to, Debt of an acquired business, (iii) any default under Debt of an acquired business if such

default is cured, or such Debt is repaid, within 60 days after the acquisition of such business so long as no other creditor accelerates

or commences any kind of enforcement action in respect of such Debt, (iv) mandatory prepayment requirements arising from the receipt

of net cash proceeds from debt, dispositions (including casualty losses, governmental takings and other involuntary dispositions), equity

issues or excess cash flow, (v) prepayments required by the terms of Debt as a result of customary provisions in respect of illegality,

replacement of lenders and gross-up provisions for Taxes, increased costs, capital adequacy and other similar customary requirements and

(vi) any voluntary prepayment, redemption or other satisfaction of Debt that becomes mandatory in accordance with the terms of such

Debt solely as the result of the Parent or any Subsidiary delivering a prepayment, redemption or similar notice with respect to such prepayment,

redemption or other satisfaction;

(f)            the

Parent or any Material Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, examinership, reorganization

or other relief (including, in the case of any Luxembourg Person, any Luxembourg Relief) with respect to itself, its assets or its debts

under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,

administrator, custodian, examiner or other similar official of it or any substantial part of its property or shall consent to any such

relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against

it or shall make a general assignment for the benefit of creditors or shall commence or consent to a proceeding for approval of a plan

of arrangement with respect to its debts or shall fail generally to pay its debts as they become due or shall take any corporate action

to authorize any of the foregoing; or any of the shareholders of a Material Subsidiary shall take any action to initiate any of the foregoing

with respect to such Material Subsidiary;

(g)            an

involuntary case or other proceeding shall be commenced against the Parent or any Material Subsidiary seeking liquidation, examinership,

reorganization or other relief (including, in the case of any Luxembourg Person, any Luxembourg Relief) with respect to it, its assets

or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee,

receiver, liquidator, administrator, custodian, examiner or other similar official of it or any substantial part of its property, or any

of the Parent’s shareholders shall take any action to initiate a proceeding of the type described in clause (f) above with

respect to the Parent, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or

an order for relief shall be entered against the Parent or any Material Subsidiary under the federal bankruptcy laws or similar bankruptcy

or insolvency laws of any other applicable jurisdiction as now or hereafter in effect;

(h)            the

Parent or any ERISA Affiliate shall fail to pay when due an amount which could reasonably be expected to have a Material Adverse Effect,

which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or the Parent or an ERISA Affiliate shall file

a distress termination notice with the PBGC and the amount of the Unfunded Vested Liabilities under that filing could reasonably be expected

to have a Material Adverse Effect; or the PBGC shall institute judicial proceedings under Title IV of ERISA to terminate or to cause a

trustee to be appointed to administer any such Plan or Plans which have Unfunded Vested Liabilities which could reasonably be expected

to have a Material Adverse Effect; or a judicial proceeding shall be instituted by a fiduciary of any such Plan or Plans to enforce Section 515

of ERISA, the aggregate amount of delinquent contributions claimed to be owed pursuant to such Section 515 in such proceeding which

could reasonably be expected to have a Material Adverse Effect, and such proceeding shall not have been dismissed within 30 days;

(i)            a

judgment or order for the payment of money in excess of a Dollar Amount of $100,000,000 shall be rendered against the Borrower or any

of its Subsidiaries and such judgment or order is not within 60 days of the entry thereof bonded, discharged or stayed; provided, that

any such judgment shall not be included in the calculation of the aggregate amount of judgments under this clause (i) if and for

so long as (A) the amount of such judgment is covered by a valid and binding policy of insurance between the defendant and the insurer

covering payment thereof and (B) such insurer, which shall be rated at least “A” by A.M. Best Company, has been

notified of, and has not disputed the claim made for payment of, the amount of such judgment;

(j)            any

Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the

SEC under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting stock of the Parent;

(k)            a

majority of the members of the board of directors of the Parent ceases to be individuals who (i) were members of such board of directors

as of the Effective Date or (ii) were nominated or appointed to be members of such board by a majority of the members of such board

who, at the time of such nomination or appointment, were individuals described in the foregoing clause (i) or this clause (ii). Notwithstanding

the foregoing, if a majority of the members of the board of directors of the Parent cease to be individuals described in clauses (i) and

(ii) above, it shall not constitute an Event of Default under this clause (k) of Article VII if a majority

of the Parent’s board of directors (comprised of the individuals described in clauses (i) and (ii)) approves such changes;

(l)            except

as otherwise expressly permitted under the Loan Documents (i) this Agreement, the Notes or any other document executed in connection

herewith, at any time after its execution and delivery, ceases to be in full force and effect against any applicable Loan Party; (ii) any

Loan Party or any other Person acting on behalf of any Loan Party contests in any manner the validity or enforceability of any such document

against any applicable Loan Party; or (iii) any Loan Party or any other Person acting on behalf of any Loan Party denies that it

has any or further liability or obligation under any such document, or purports to revoke, terminate or rescind any such document;

then, and in every such event (other than an event

with respect to the Parent or the Borrower described in clause (f) or (g) of this Article VII), and

at any time thereafter during the continuance of such event, the Administrative Agent may with the consent of the Required Lenders, and

shall at the request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different

times: (i) terminate the Term Loan Commitments, and thereupon the Term Loan Commitments shall terminate immediately and (ii) declare

the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable

may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together

with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder and under the other Loan Documents,

shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived

by the Loan Parties; and in case of any event with respect to the Parent or the Borrower described in clause (f) or (g) of

this Article VII , the Term Loan Commitments shall automatically terminate and the principal of the Loans then outstanding,

together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall

automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived

by the Loan Parties.

Article VIII.

The Administrative

Agent

Section 8.01        Authorization

and Action.

(a)            Each

Lender hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns

to serve as the administrative agent under the Loan Documents and each Lender authorizes the Administrative Agent to take such actions

as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative

Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender

hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to

which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under

such Loan Documents.

(b)            As

to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative

Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and

shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other

number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked

in writing, such instructions shall be binding upon each Lender; provided, however, that the Administrative Agent shall not be

required to take any action that (i) the Administrative Agent reasonably and in good faith believes exposes it to liability unless

the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders with respect to

such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be

in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency, examinership or reorganization or

relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any

requirement of law relating to bankruptcy, insolvency, examinership or reorganization or relief of debtors; provided, further,

that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed

action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan

Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information

relating to the Parent, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving

as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to

expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise

of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against

such risk or liability is not reasonably assured to it.

performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf

of the Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties

are entirely mechanical and administrative in nature. The motivations of the Administrative Agent are commercial in nature and not to

invest in the general performance or operations of the Loan Parties. Without limiting the generality of the foregoing:

(i)            the

Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent,

fiduciary or trustee of or for any Lender or any other holder of Obligations other than as expressly set forth herein and in the other

Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed

that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative

Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable

law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship

between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based

on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and the transactions contemplated

hereby;

(ii)            to

the extent that English law is applicable to the duties of the Administrative Agent under any of the Loan Documents, Section 1 of

the Trustee Act 2000 of the United Kingdom shall not apply to the duties of the Administrative Agent in relation to the trusts constituted

by that Loan Document; where there are inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 of the United Kingdom and

the provisions of this Agreement or such Loan Document, the provisions of this Agreement shall, to the extent permitted by applicable

law, prevail and, in the case of any inconsistency with the Trustee Act 2000 of the United Kingdom, the provisions of this Agreement shall

constitute a restriction or exclusion for the purposes of that Act; and

(iii)            nothing

in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element

of any sum received by the Administrative Agent for its own account.

(d)            The

Administrative Agent may perform any 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 of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory

provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such

sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible

for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and

nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

(e)            None

of any Syndication Agent, any Documentation Agent or any Arranger shall have obligations or duties whatsoever in such capacity under this

Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall

have the benefit of the indemnities provided for hereunder.

(f)            In

case of the pendency of any proceeding with respect to any Loan Party under any federal, state or foreign bankruptcy, insolvency, examinership,

receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or

any Obligation 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 any Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding

or otherwise:

(i)            to

file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans 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

and the Administrative Agent (including any claim under Sections 2.09, 2.10, 2.12, 2.14 and 9.03) allowed

in such judicial proceeding; and

(ii)            to

collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee,

liquidator, examiner, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender and each other

holder of Obligations 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 or the other holders of Obligations, to pay to the Administrative Agent any amount

due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained

herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any

plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the

Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

(g)            The

provisions of this Article VIII are solely for the benefit of the Administrative Agent, the Lenders, and, except solely to

the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article VIII

and as otherwise provided in Section 8.01(d), none of the Borrower or any Subsidiary, or any of their respective Affiliates,

shall have any rights as a third party beneficiary under any such provisions. Each party that is a holder of Obligations, whether or not

a party hereto, will be deemed, by its acceptance of the benefits of the guarantees of the Obligations provided under the Loan Documents,

to have agreed to the provisions of this Article VIII.

Section 8.02        Administrative

Agent’s Reliance, Indemnification, Etc.

(a)            Neither

the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by it under

or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the Required Lenders

(or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall reasonably believe in

good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence

or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and nonappealable

judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made

by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement

or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement

or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or

any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic

Signature transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature

page) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.

(b)            The

Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof

(stating that it is a “notice of Default” or a “notice of an Event of Default”) is given to the Administrative

Agent by the Borrower or a Lender. Further, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire

into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any

certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any

of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of

Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,

instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document,

other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative

Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the

Administrative Agent.

limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory

note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b),

(iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected

by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel,

accountants or experts, (iv) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any

statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or any other Loan Document,

(v) in determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction

of a Lender, may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice

to the contrary from such Lender sufficiently in advance of the making of such Loan and (vi) shall be entitled to rely on, and shall

incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or

other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution)

or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the

proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker

thereof).

Section 8.03        Posting

of Communications.

(a)            The

Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders by

posting the Communications on IntraLinks™, Debticate, SyndTrak, ClearPar or any other similar electronic platform chosen by the

Administrative Agent reasonably and in good faith to be its electronic transmission system and used by it for such purpose with respect

to its credit facilities generally (the “Approved Electronic Platform”).

(b)            Although

the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented

or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system)

and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic

Platform only on a deal-by-deal basis, each of the Lenders and the Borrower acknowledges and agrees that the distribution of material

through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the

representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality and

other risks associated with such distribution. Each of the Lenders and the Borrower hereby approves distribution of the Communications

through the Approved Electronic Platform and understands and assumes the risks of such distribution, other than risks arising from the

gross negligence, bad faith or willful misconduct of any of the foregoing parties (as determined by a court of competent jurisdiction

by a final and nonappealable judgment).

APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE

PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC

PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.

NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES

IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY

DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”)

HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT,

SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN

PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM,

OTHER THAN DIRECT ACTUAL DAMAGES ARISING FROM THE gross negligence, bad faith or willful misconduct

of any applicable party (as determined by a court of competent jurisdiction by a final and nonappealable judgment).

(d)            Each

Lender agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic

Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees

(i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such

Lender’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice

may be sent to such email address.

(e)            Each

of the Lenders and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not

be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally

applicable document retention procedures and policies.

(f)            Nothing

herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan

Document in any other manner specified in such Loan Document.

Section 8.04        The

Administrative Agent Individually. With respect to its Term Loan Commitment and Loans, the Person serving as the Administrative Agent

shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the

extent set forth herein for any other Lender. The terms “Lenders”, “Required Lenders” and any similar terms shall,

unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender or as one of the

Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lend money

to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking,

trust or other business with, the Parent, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as

the Administrative Agent and without any duty to account therefor to the Lenders.

Section 8.05        Successor

Administrative Agent.

(a)            The

Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower, whether

or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right, in consultation

with (and, so long as no Default shall then exist, the consent of, such consent not to be unreasonably withheld) the Borrower, to appoint

a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall

have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the

retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office

in New York, New York or an Affiliate of any such bank. In both cases, such appointment shall be subject to the prior written approval

of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and

is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative

Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon

the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be

discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s

resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary

to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.

(b)            Notwithstanding

paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted

such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative

Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness

of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations

hereunder and under the other Loan Documents and (ii) the Required Lenders shall succeed to and become vested with all the rights,

powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder

or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be

made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative

Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from

its capacity as such, the provisions of this Article VIII and Section 9.03, as well as any exculpatory, reimbursement

and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative

Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while

the retiring Administrative Agent was acting as Administrative Agent.

Section 8.06        Acknowledgement

of Lenders.

(a)            Each

Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) in participating

as a Lender, it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may

be applicable to such Lender, in each case in the ordinary course of business, and not for the purpose of investing in the general performance

or operations of the Loan Parties, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such

as a security (and each Lender agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state

securities law), (iii) it has, independently and without reliance upon the Administrative Agent, any Arranger, any Syndication Agent,

any Documentation Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information

as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire

or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and

to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion

in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making,

acquiring or holding such commercial loans or providing such other facilities. Each Lender also acknowledges that it will, independently

and without reliance upon the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent or any other Lender,

or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public

information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time

to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other

Loan Document or any related agreement or any document furnished hereunder or thereunder.

(b)            Each

Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment

and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt

of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory

to, the Administrative Agent or the Lenders on the Effective Date.

(c)

(i)            Each

Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in

its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,

prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were

erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof),

such Lender shall promptly, but in no event later than one (1) Business Day thereafter (or such later date as the Administrative

Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Payment (or portion

thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the extent waived in writing

by the Administrative Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such

Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative

Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent

permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim,

defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return

of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine.

A notice of the Administrative Agent to any Lender under this Section 8.06(c) shall be conclusive, absent manifest

error.

(ii)            Each

Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is

in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any

of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied

by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender

agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender

shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but

in no event later than one (1) Business Day thereafter (or such later date as the Administrative Agent may, in its sole discretion,

specify in writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand

was made in same day funds, together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect

of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid

to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking

industry rules on interbank compensation from time to time in effect.

(iii)            The

Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered

from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all

the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise

satisfy any Obligations owed by the Borrower or any other Loan Party, except in each case, to the extent such erroneous Payment is, and

solely with respect to the amount of such erroneous Payment that is, comprised of funds received by the Administrative Agent from the

Borrower or any other Loan Party for the purpose of satisfying an Obligation.

(iv)            Each

party’s obligations under this Section 8.06(c) shall survive the resignation or replacement of the Administrative

Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Term Loan Commitments or the

repayment, satisfaction or discharge of all Obligations under any Loan Document.

Section 8.07        Certain

ERISA Matters.

(a)            Each

Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the

date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative

Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or

any other Loan Party, that at least one of the following is and will be true:

(i)            such

Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection

with the Loans or the Term Loan Commitments;

(ii)            the

transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent

qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),

PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption

for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined

by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and

performance of the Loans, the Term Loan 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 Term Loan Commitments and this Agreement, (C) the entrance into, participation in, administration

of and performance of the Loans, the Term Loan Commitments and this Agreement satisfies the requirements of sub-sections (b) through

(g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I

of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the

Loans, the Term Loan Commitments and this Agreement; or

(iv)            such

other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and

such Lender.

(b)            In

addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has

provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such

Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,

from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,

the Administrative Agent, the Arrangers, the Syndication Agent, the Documentation Agents and their respective Affiliates, and not, for

the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, the Arrangers,

the Syndication Agent, the Documentation Agents or any of their respective Affiliates is a fiduciary with respect to the assets of such

Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan

Document or any documents related hereto or thereto).

Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment

advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a

financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or

other payments with respect to the Loans, the Term Loan Commitments, this Agreement and any other Loan Documents, (ii) may recognize

a gain if it extended the Loans or the Term Loan Commitments for an amount less than the amount being paid for an interest in the Loans

or the Term Loan Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated

hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting

fees, ticking fees, agency fees, administrative agent fees or collateral agent fees, utilization fees, minimum usage fees, letter of credit

fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance

fees, breakage or other early termination fees or fees similar to the foregoing.

Section 8.08        Borrower

Communications.

(a)            The

Administrative Agent and the Lenders agree that the Borrower may, but shall not be obligated to, make any Borrower Communications to the

Administrative Agent through an electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved

Borrower Portal”).

(b)            Although

the Approved Borrower Portal and its primary web portal are secured with generally-applicable security procedures and policies implemented

or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system),

each of the Lenders and the Borrower acknowledge and agree that the distribution of material through an electronic medium is not necessarily

secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of the Borrower that

are added to the Approved Borrower Portal, and that there may be confidentiality and other risks associated with such distribution. Each

of the Lenders and the Borrower hereby approve distribution of Borrower Communications through the Approved Borrower Portal and understands

and assumes the risks of such distribution.

APPROVED BORROWER PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES DO NOT WARRANT THE ACCURACY

OR COMPLETENESS OF THE BORROWER COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED BORROWER PORTAL AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS

OR OMISSIONS IN THE APPROVED BORROWER PORTAL AND THE BORROWER COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING

ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER

CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE BORROWER COMMUNICATIONS OR THE APPROVED BORROWER PORTAL. IN

NO EVENT SHALL THE APPLICABLE PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY

KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT

OR OTHERWISE) ARISING OUT OF THE BORROWER’S TRANSMISSION OF BORROWER COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED BORROWER

PORTAL.

“Borrower Communications”

means, collectively, any Borrowing Request, Interest Election Request, notice of prepayment or other notice, demand, communication,

information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated

therein which is distributed by the Borrower to the Administrative Agent through an Approved Borrower Portal.

(d)            Each

of the Lenders and the Borrower agree that the Administrative Agent may, but (except as may be required by applicable law) shall not be

obligated to, store the Borrower Communications on the Approved Borrower Portal in accordance with the Administrative Agent’s generally

applicable document retention procedures and policies.

(e)            Nothing

herein shall prejudice the right of the Borrower to give any notice or other communication pursuant to any Loan Document in any other

manner specified in such Loan Document.

Article IX.

Miscellaneous

Section 9.01        Notices.

(a)            Except

in the case of notices and other communications expressly permitted to be given by telephone or other means permitted hereunder (and subject

to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand

or overnight courier service or mailed by certified or registered mail, as follows:

(i)            if

to any Loan Party, to Pentair Finance S.à r.l. (in care of Pentair, Inc.), 5500 Wayzata Boulevard, Suite 900, Golden

Valley, MN 55416-1261, Attention: Bob P. Fishman, Interim Executive Vice President and Chief Financial Officer and Gina Passage,

Senior Director and Treasurer, with a copy to, in the case of any notice of Default or Event of Default, Pentair Finance S.à r.l.

(in care of Pentair, Inc.), 5500 Wayzata Boulevard, Suite 900, Golden Valley, MN 55416-1261, Attention: Lance Bonner, Executive

Vice President, General Counsel and Secretary;

(ii)            if

to the Administrative Agent from the Borrower, to the address or addresses separately provided to the Borrower;

(iii)            if

to the Administrative Agent from the Lenders, to U.S. Bank National Association, as Administrative Agent, 200 S 6th Street,

Minneapolis, MN 55402, Attention: Agency Services – Loan Capital Markets Shared, Email: agencyserviceslcmshared@usbank.com;

(iv)            in

the case of a notification of the DQ List, to U.S. Bank National Association, as Administrative Agent, 200 S 6th Street, Minneapolis,

MN 55402, Attention: Agency Services – Loan Capital Markets Shared, Email: agencyserviceslcmshared@usbank.com; and

(v)            if

to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service,

or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed

to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given

at the opening of business on the next business day for the recipient). Notices delivered through Approved Electronic Platforms or Approved

Borrower Portals, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)            Notices

and other communications to the Lenders and the Administrative Agent hereunder may be delivered or furnished by using Approved Electronic

Platforms or Approved Borrower Portals (as applicable), in each case, pursuant to procedures approved by the Administrative Agent; provided

that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and

the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications

to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may

be limited to particular notices or communications.

Unless the Administrative

Agent otherwise prescribes, (i) notices and other communications sent to an email 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 email or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall

be deemed received upon the deemed receipt by the intended recipient, at its email address as described in the foregoing clause (i),

of notification that such notice or communication is available and identifying the website address therefor; provided that, for

both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of

the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for

the recipient.

party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.

Section 9.02        Waivers;

Amendments.

(a)            No

failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document

shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance

of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are

not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any

departure by a Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section,

and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting

the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative

Agent or any Lender may have had notice or knowledge of such Default at the time.

(b)            Except

as provided in Section 2.11(b) and Section 2.11(c) or as provided in Section 9.02(e), neither

this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered

into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders;

provided that no such agreement shall (i) increase the Term Loan Commitment of any Lender without the written consent of such

Lender (provided that an amendment, modification, waiver or consent with respect to any condition precedent, covenant, Event of Default

or Default shall not constitute an increase in the Term Loan Commitment of any Lender), (ii) reduce the principal amount of any Loan

or reduce the rate of interest thereon (other than waivers or amendments with respect to the application of a default rate of interest

pursuant to Section 2.10(b)), or reduce any fees payable hereunder, without the written consent of each Lender directly and

adversely affected thereby (except that any amendment or modification of the financial covenants or ratios in this Agreement (or defined

terms used in the financial covenants or ratios in this Agreement) shall not constitute a reduction in the rate of interest or fees for

purposes of this clause (ii)), (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest

thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration

of any Term Loan Commitment, without the written consent of each Lender directly and adversely affected thereby (it being understood that

an amendment, modification, waiver or consent with respect to any condition precedent, covenant, Event of Default or Default in each case

shall not constitute such a postponement, reduction, waiver or excusal), (iv) change Section 2.06(d) or Section 2.15(b) or

(c) in a manner that would alter the ratable reduction of Term Loan Commitments or pro rata sharing of payments required thereby,

without the written consent of each Lender directly and adversely affected thereby, (v) change the payment waterfall provisions of

Section 2.15(b) without the written consent of each Lender, (vi) waive any condition set forth in Section 4.02

in respect of the making of a Term Loan without the written consent of the Required Lenders, (vii) change any of the provisions of

this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage

of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the

written consent of each Lender directly affected thereby or (viii) release the Parent from its obligations under Article X,

or limit the liability of any Additional Guarantor under Article X other than with respect to the release of Additional Guarantors

as set forth in Article X on the date hereof, without the written consent of each Lender; provided further that no

such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written

consent of the Administrative Agent (it being understood that any change to Section 2.18 shall require the consent of the

Administrative Agent). Notwithstanding the foregoing, (A) no consent with respect to any amendment, waiver or other modification

of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred

to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender

shall be directly and adversely affected by such amendment, waiver or other modification, and (B) as to any amendment, amendment

and restatement or other modification otherwise approved in accordance with this Section, it shall not be necessary to obtain the consent

or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Term

Loan Commitment or outstanding Loans, so long as such Lender receives payment in full of the principal of and interest on each Loan made

by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents

at the time such amendment, amendment and restatement or other modification becomes effective.

in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender

directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained

(any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”),

then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such

replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent shall

agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment

and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender

to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, (ii) the Borrower

shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts

then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without

limitation payments due to such Non-Consenting Lender under Sections 2.12 and 2.14, and (2) an amount, if any, equal

to the payment which would have been due to such Lender on the day of such replacement under Section 2.13 had the Loans of

such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender and (iii) such Non-Consenting Lender

shall have received the outstanding principal amount of its Loans. Each party hereto agrees that (1) an assignment required pursuant

to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the

assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic

Platform as to which the Administrative Agent and such parties are participants), and (2) the Lender required to make such assignment

need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the

terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to

execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that

any such documents shall be without recourse to or warranty by the parties thereto.

(d)            Notwithstanding

the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required

Lenders, the Administrative Agent and the Borrower (x) to add one or more credit facilities to this Agreement and to permit extensions

of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits

of this Agreement and the other Loan Documents with the Term Loans and the accrued interest and fees in respect thereof and (y) to

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

(e)            If

the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect

in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend,

modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment

shall become effective without any further action or consent of any other party to this Agreement.

Section 9.03        Expenses;

Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable, documented and invoiced out-of-pocket expenses

incurred by the Administrative Agent and U.S. Bank in its capacity as an Arranger, including the reasonable, documented and invoiced fees,

disbursements and other charges of one primary counsel (and one additional local counsel in each applicable jurisdiction) for the Administrative

Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such

as Intralinks) of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement

and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions

contemplated hereby or thereby shall be consummated); provided that, in advance of contacting outside counsel of the Administrative

Agent regarding matters concerning the administration of this Agreement in respect of which the Administrative Agent will expect to be

reimbursed by the Borrower, the Administrative Agent will notify the Borrower of its intent to contact such outside counsel and (ii) all

reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable

fees, disbursements and other charges of one primary counsel (and one local counsel in each applicable jurisdiction) for the Administrative

Agent, one additional counsel for all the Lenders other than the Administrative Agent and additional counsel as any Lender reasonably

determines are necessary to avoid actual or potential conflicts of interest or the availability of different claims or defenses, in connection

with the enforcement, collection or protection of its rights in connection with this Agreement and any other Loan Document at any time

during a Default, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket

expenses incurred during any workout, restructuring or negotiations during an Event of Default in respect of such Loans.

(b)            Each

Loan Party shall indemnify the Administrative Agent, each Arranger and each Lender, and each Related Party of any of the foregoing Persons

(each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses,

claims, damages, liabilities, penalties and related reasonable and documented costs and expenses, including the reasonable fees, charges

and disbursements of one primary counsel (and one local counsel in each applicable jurisdiction) for the Indemnitees taken as a whole

and additional counsel as any Indemnitee or group of Indemnitees reasonably determines are necessary to avoid actual or potential conflicts

of interest or the availability of different claims or defenses (solely to the extent the Borrower is informed in writing of such conflict

or different claim or defense in advance of hiring additional counsel), as and when incurred by or asserted against any Indemnitee arising

out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated

thereby, or the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or

any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged

presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any

Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,

investigation, arbitration or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation, arbitration

or proceeding is brought by the Borrower or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any

other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto;

provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities

or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (a) the

gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Indemnified Persons, (b) a dispute among

the Indemnitees not arising from an act or omission of the Borrower or any of its Affiliates (other than a dispute involving a claim against

an Indemnitee for its acts or omissions in its capacity as an arranger, bookrunner, agent or similar role in respect of the credit facilities

evidenced by this Agreement, except, with respect to this clause (b), to the extent such acts or omissions are determined by a court of

competent jurisdiction by final and non-appealable judgment to have constituted the gross negligence, bad faith or willful misconduct

of such Indemnitee in such capacity) or (c) such Indemnitee’s or any of its Related Indemnified Persons’ material breach

of the Loan Documents (as determined pursuant to a claim asserted by the Borrower, whether as a claim, counterclaim or otherwise). This

Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising

from any non-Tax claim. For purposes of this Section 9.03(b), a “Related Indemnified Person” of an Indemnitee

means (1) any controlled Affiliate of such Indemnitee, (2) the respective directors, managers, officers and employees of such

Indemnitee and of its controlled Affiliates and (3) the respective agents of such Indemnitee and its controlled Affiliates, in the

case of this clause (3), acting at the express instructions of such Indemnitee or such controlled Affiliate; provided that each

reference to a controlled affiliate, director, manager, officer or employee in this sentence pertains to a controlled affiliate, director,

manager, officer or employee involved in the arrangement, negotiation or syndication of the credit facilities evidenced by this Agreement

and/or the consummation of the transactions contemplated by the Loan Documents.

the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or

(b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage (determined

as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that

such Loan Party’s failure to pay any such amount shall not relieve such Loan Party of any default in the payment thereof); provided

that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or

asserted against the Administrative Agent in its capacity as such.

(d)            To

the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any of the Administrative

Agent, each Arranger and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related

Person”) (i) for any damages arising from the use by others of information or other materials obtained through telecommunications,

electronic or other information transmission systems (including the Internet, any Approved Electronic Platform and any Approved Borrower

Portal), other than for direct or actual damages determined by a court of competent jurisdiction by final and nonappealable judgment to

have resulted from the gross negligence, bad faith or willful misconduct of such Lender-Related Person or (ii) on any theory of liability,

for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with,

or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions,

any Loan, or the use of the proceeds thereof.

(e)            All

amounts due under this Section shall be payable not later than 30 days after written demand therefor accompanied by a reasonably

detailed calculation of the amount demanded.

Section 9.04        Successors

and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their

respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its

rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower

without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder

except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person

(other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph

(c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and

the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)        (i)        Subject

to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution)

all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Loan Commitments and the Loans

at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed, it being

understood that in the case of any assignment that requires the Borrower’s consent, without limiting any other factors that may

be reasonable, it shall be reasonable for the Borrower to consider a proposed assignee’s right to require reimbursement for increased

costs when determining whether to consent to such an assignment) of:

(A)            the

Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written

notice to the Administrative Agent within ten (10) Business Days after having received notice thereof), provided that no consent

of the Borrower shall be required (but notice to the Borrower, either prior to or promptly after such assignment, shall be required) for

an assignment to (1) a Lender, an Affiliate of a Lender or an Approved Fund (provided further, notwithstanding the preceding clause

(1), the consent of the Borrower shall be required if, after giving effect to such assignment, the assignee, collectively with its affiliated

Lenders and affiliated Approved Funds, would, as a result of such assignment, hold more than fifteen percent (15%) of the aggregate amounts

of Loans and unused Term Loan Commitments), or, (2) if an Event of Default under clause (a), (f) or (g) of Article VII

has occurred and is continuing, any assignee; and

(B)            the

Administrative Agent.

(ii)            Assignments

shall be subject to the following additional conditions:

(A)            except

in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount

of the assigning Lender’s Term Loan Commitment or Loans of any Class, the amount of the Term Loan Commitment or Loans of the assigning

Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered

to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent,

provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (f) or (g) of

Article VII has occurred and is continuing;

(B)            each

partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under

this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning

Lender’s rights and obligations in respect of one Class of Commitments or Loans;

parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to

the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform

as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and

recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders;

(D)            the

assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee

designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about

the Borrower and its Affiliates and their Related Parties or their respective securities) will be made available and who may receive such

information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities

laws;

(E)            without

the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that the assigning Lender

actually knows bears a relationship to the Borrower described in Section 108(e)(4) of the Code; and

(F)            the

assignee shall not be the Borrower or any Subsidiary or Affiliate of the Borrower.

For the purposes of this Section 9.04(b),

the term “Approved Fund” and “Ineligible Institution” have the following meanings:

“Approved Fund”

means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions

of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a

Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Ineligible Institution”

means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) the Parent, any of its Subsidiaries or any

of its Affiliates, (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person

or relative(s) thereof or (e) a Disqualified Institution.

(iii)            Subject

to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in

each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment

and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent

of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of

an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall

cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.14 and 9.03).

Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04

shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance

with paragraph (c) of this Section.

(iv)            The

Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of

each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Term

Loan Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender (including each EU Lender identified

pursuant to Section 2.02(f)) pursuant to the terms hereof from time to time (the “Register”). The entries

in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is

recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice

to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to

time upon reasonable prior notice.

(v)            Upon

its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the

extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as

to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative

Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of

this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent

shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either

the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Sections 2.04(b),

2.15(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and

record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest

thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this

paragraph.

Any Lender may, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one or more banks

or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s

rights and/or obligations under this Agreement (including all or a portion of its Term Loan Commitment and/or the Loans owing to it);

provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain

solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent

and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations

under this Agreement and (D) without the prior written consent of the Administrative Agent, no participation shall be sold to a prospective

participant that such Lender actually knows bears a relationship to the Borrower described in Section 108(e)(4) of the Code.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole

right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided

that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,

modification or waiver described in the first proviso to Section 9.02(b) or in clause (i) of Section 9.04(a) that

affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled

to the benefits of Sections 2.12, 2.13 and 2.14 (subject to the requirements and limitations therein, including the

requirements under Section 2.14(j)) to the same extent as if it were a Lender and had acquired its interest by assignment

pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits

of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.15(c) as

though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the

Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)

of each Participant’s interest in the Loans or other obligations under 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 Term Loan Commitments, Loans or its other obligations

under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Term Loan Commitment,

Loan or other obligation is in registered form under Treasury Regulations Section 5f.103-1(c) 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. For the avoidance of doubt, the Administrative Agent (in

its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(ii)            A

Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.14 than the applicable Lender

would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to

such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender

shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant

and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) and (h) as though

it were a Lender.

(d)            Any

Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations

of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank

having jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; provided

that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any

such pledgee or assignee for such Lender as a party hereto.

(e)            Disqualified

Institutions.

(i)            No

assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”)

on which the assigning Lender entered into a binding agreement to sell and assign or grant a participation in all or a portion of its

rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment or participation in writing

in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such

assignment or participation). For the avoidance of doubt, with respect to any assignee or Participant that becomes a Disqualified Institution

after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period

referred to in, the definition of “Disqualified Institution”), (x) such assignee or Participant shall not retroactively

be disqualified from being a Lender or Participant and (y) the execution by the Borrower of an Assignment and Assumption with respect

to such assignee will not by itself result in such assignee no longer being considered a Disqualified Institution. Any assignment or participation

in violation of this clause (e)(i) shall not be void, but the other provisions of this clause (e) shall apply.

(ii)            If

any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation

of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may,

at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, require such Disqualified

Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04),

all of its interest, rights and obligations under this Agreement to one or more Persons (other than an Ineligible Institution) at the

lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests,

rights and obligations in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to

it hereunder.

(iii)            Notwithstanding

anything to the contrary contained in this Agreement, Disqualified Institutions to whom an assignment or participation is made in violation

of clause (i) above (A) will not have the right to (x) receive information, reports or other materials provided to Lenders

by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders (or

any of them) and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications

from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to

any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any

Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified

Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to

such matter, and (y) for purposes of voting on any plan of reorganization, each Disqualified Institution party hereto hereby agrees

(1) not to vote on such plan of reorganization, (2) if such Disqualified Institution does vote on such plan of reorganization

notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated”

pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other applicable laws), and such vote shall

not be counted in determining whether the applicable class has accepted or rejected such plan of reorganization in accordance with Section 1126(c) of

the Bankruptcy Code (or any similar provision in any other applicable laws) and (3) not to contest any request by any party for a

determination by the Bankruptcy Court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

(iv)            The

Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post the

list of Disqualified Institutions provided by the Borrower and any updates thereto from time to time (collectively, the “DQ List”)

on an Approved Electronic Platform, including that portion of such Approved Electronic Platform that is designated for “public side”

Lenders and/or (B) provide the DQ List to each Lender or potential Lender requesting the same.

(v)            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, by any other Person to any ‎Disqualified Institution.

Section 9.05        Survival.

All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other

instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied

upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless

of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may

have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and

shall continue in full force and effect in accordance with their terms as long as the principal of or any accrued interest on any Loan

or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid and so long as the Term

Loan Commitments have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.14, 9.03 and Article VIII

shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment

of the Loans, the expiration or termination of the Term Loan Commitments or the termination of this Agreement or any other Loan Document

or any provision hereof or thereof.

Section 9.06        Counterparts;

Integration; Effectiveness; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto

on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single

contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative

Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous

agreements and understandings, oral or written, relating to the subject matter hereof and thereof. Except as provided in Section 4.01,

this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent

shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter

shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed

counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment,

approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01),

certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions

contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy,

emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery

of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,”

“signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any

other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records

in any electronic form (including deliveries by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual

executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,

physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, 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; provided that nothing herein shall

require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant

to procedures approved by it (it being understood and agreed that the Administrative Agent accepts, consents to and approves of transmission

through electronic means of any Electronic Signature that is a reproduction of an image of an actual executed signature page); provided,

further, without limiting the foregoing, (i) (a) to the extent the Administrative Agent has agreed to accept any Electronic

Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given

by or on behalf of the Borrower or any other Loan Party without further verification thereof (other than any Electronic Signature actually

known by the Administrative Agent or such Lender, as applicable, to be unauthorized or otherwise invalid) and without any obligation

to review the appearance or form of any such Electronic Signature and (b) each Loan Party shall be entitled to rely on the Electronic

Signatures of the Administrative Agent and each Lender purportedly given by or on behalf of the Administrative Agent or such Lender,

as applicable, without further verification thereof (other than any Electronic Signature actually known by such Loan Party to be unauthorized

or otherwise invalid) and without any obligation to review the appearance or form of any such Electronic Signatures and (ii) upon

the request of the Administrative Agent or any Lender, any Electronic Signature shall be followed, as soon as reasonably practicable,

by a manually executed counterpart. Without limiting the generality of the foregoing, the Loan Parties hereby (i) agree that, for

all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings

or litigation among the Administrative Agent, the Lenders and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed

pdf, or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of

this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as

any paper original, (ii) agree that the Administrative Agent and each of the Lenders may, at its option, create one or more copies

of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which

shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such

electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability

as a paper record), (iii) waive any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement,

any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other

Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waive

any claim against any Indemnitee for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance

on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf, or any other electronic means that reproduces an image

of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any other Loan

Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature,

other than any Liabilities (x) determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted

from the bad faith, gross negligence or willful misconduct of any Lender-Related Person or (y) that result from a claim brought

by any Loan Party and/or any Subsidiary thereof against any Lender-Related Person for material breach in bad faith of this Section 9.06

if such Loan Party or such Subsidiary has obtained a final and nonappealable judgment by a court of competent jurisdiction

in its favor on such claim.

Section 9.07        Severability.

Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be

ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability

of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such

provision in any other jurisdiction.

Section 9.08        Right

of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, and each of their respective Affiliates is hereby

authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general

or special, time or demand, provisional or final, but excluding deposits held in a trustee, fiduciary, agency or similar capacity or otherwise

for the benefit of a third party) at any time held, and other obligations at any time owing, by such Lender or any such Affiliate, to

or for the credit or the account of the Borrower against any and all of the Obligations of the Borrower now or hereafter existing under

this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall

have made any demand under this Agreement or any other Loan Document and although such Obligations of the Borrower may be contingent or

unmatured or are owed to a branch office or Affiliate of such Lender different from the branch office or Affiliate holding such deposit

or obligated on such indebtedness; provided 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 2.18 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. The rights of each Lender and its respective Affiliates under this Section are in addition

to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify

the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such

notice shall not affect the validity of such setoff and application.

Section 9.09        Governing

Law; Jurisdiction; Consent to Service of Process.

(a)            This

Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)            Each

of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions

of any applicable Loan Document, any claims brought against the Administrative Agent or any of its Related Parties relating to this Agreement,

any other Loan Document or the consummation or administration of the transactions contemplated hereby or thereby shall be construed in

accordance with and governed by the law of the State of New York.

Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to only the jurisdiction of (i) the United

States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter

jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan) and (ii) any U.S. federal or Illinois

state court sitting in Chicago, Illinois, and in each case any appellate court from any thereof, in any action or proceeding arising

out of or relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, or for recognition or

enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of

any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or

any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or New York State court.

Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other

jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall

affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement

or any other Loan Document against any Loan Party or its properties (i) in the courts of any jurisdiction and (ii) in respect

of any Loan Party incorporated in Luxembourg only, any courts having jurisdiction where the head office, central administration, centre

of main interest, place of effective management, domicile and/or establishment of that Loan Party is situated or where any asset of that

Loan Party is situated. Notwithstanding anything herein to the contrary, the laws of the State of Delaware shall govern in determining

(x) the interpretation of a “Material Adverse Effect” (as defined in the Specified Acquisition Agreement) and whether

a “Material Adverse Effect” has occurred, (y) the making and accuracy of any Specified Acquisition Agreement Representation

and whether as a result of any inaccuracy thereof the Borrower or any Affiliate thereof has the right or would have the right (taking

into account any applicable cure provisions) to terminate the Borrower’s or such Affiliate’s obligations (or to refuse to

consummate the Specified Acquisition) under the Specified Acquisition Agreement and (z) whether the Specified Acquisition has been

consummated in accordance with the terms of the Specified Acquisition Agreement (in each case, without regard to the principles of conflicts

of laws thereof, to the extent that the same are not mandatorily applicable by statute and would require or permit the application of

the law of another jurisdiction).

(d)            The

Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which

it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or

any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably

waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in

any such court.

(e)            Each

party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. The

Parent, the Borrower and each Additional Guarantor irrevocably designates and appoints the Service of Process Agent, as its authorized

agent, to accept and acknowledge on its behalf, service of any and all process which may be served in any suit, action or proceeding of

the nature referred to in Section 9.09(c) in any federal or New York State court sitting in New York City. Pentair MN hereby

represents, warrants and confirms that it has agreed to accept such appointment. Subject to the terms and conditions of Section 5.09,

said designation and appointment shall be irrevocable by the Parent and the Borrower, until all Loans, all reimbursement obligations,

interest thereon and all other amounts payable by the Borrower hereunder and under the other Loan Documents shall have been paid in full

in accordance with the provisions hereof and thereof. The Parent, the Borrower and each Additional Guarantor hereby consent to process

being served in any suit, action or proceeding of the nature referred to in Section 9.09(c) in any federal or New York State

court sitting in New York City by service of process upon the Service of Process Agent as provided in this Section 9.09(e); provided

that, to the extent lawful and possible, notice of said service upon such agent shall be mailed by registered or certified air mail, postage

prepaid, return receipt requested, to the Parent, the Borrower and each Additional Guarantor at its address set forth in Section 9.01

or to any other address of which the Borrower shall have given written notice to the Administrative Agent (with a copy thereof to the

Service of Process Agent). The Parent, the Borrower and each Additional Guarantor irrevocably waive, to the fullest extent permitted by

law, all claim of error by reason of any such service in such manner and agrees that such service shall be deemed in every respect effective

service of process upon the Parent or the Borrower, as applicable, in any such suit, action or proceeding and shall, to the fullest extent

permitted by law, be taken and held to be valid and personal service upon and personal delivery to the Parent or the Borrower, as applicable.

To the extent the Parent, the Borrower and each Additional Guarantor have or hereafter may acquire any immunity from jurisdiction of any

court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution of a judgment,

execution or otherwise), the Parent, the Borrower and each Additional Guarantor hereby irrevocably waive such immunity in respect of its

obligations under the Loan Documents. Nothing in this Agreement or any other Loan Document will affect the right of any party to this

Agreement to serve process in any other manner permitted by law.

Section 9.10        WAIVER

OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A

TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR

THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN

THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN

INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.11        Headings.

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this

Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 9.12        Confidentiality.

Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except

that Information may be disclosed (a) to its Affiliates and its and their respective directors, officers, employees and agents, including

accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of

the confidential nature of such Information and instructed to keep such Information confidential to the same extent as if they were parties

hereto), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association

of Insurance Commissioners), (c) to the extent required (i) by applicable laws or regulations or (ii) by any subpoena or

similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this

Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement

of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section,

to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under

this Agreement (it being understood that the DQ List may be disclosed to any assignee or Participant, or prospective assignee or Participant,

in reliance on and subject to the terms of this clause (f)(i)) or (ii) any actual or prospective counterparty (or its advisors) to

any swap, derivative or insurance transaction relating to the Borrower and its obligations, (g) on a confidential basis to (A) any

rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided for herein or (B) the

CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit

facilities provided for herein, (h) with the written consent of the Borrower or (i) to the extent such Information (A) becomes

publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent or

any Lender on a nonconfidential basis from a source other than the Borrower or any of its Subsidiaries that the Administrative Agent or

such Lender, as applicable, reasonably believes is not prohibited from disclosing such information to such party in violation of a duty

of confidentiality to the Borrower or any of its Subsidiaries. In the event of disclosure pursuant to clause (c)(ii) above,

the applicable disclosing Person shall, (x) to the extent not prohibited by applicable law, rule or regulation, as promptly

as practicable notify the Borrower in writing of such required disclosure, (y) so furnish only that portion of the Information which

such disclosing Person reasonably determines (which may be in reliance on the advice of legal counsel) it is legally required to disclose

and (z) use commercially reasonable efforts to ensure that any such Information so disclosed is accorded confidential treatment.

For the purposes of this Section, “Information” means all information which is received from or on behalf of the Borrower

relating to the Borrower, its Subsidiaries or Affiliates or their respective business, other than any such information that is available

to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information pertaining

to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending

industry. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have

complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information

as such Person would accord to its own confidential information but in no event less than a reasonable degree of care.

For

the avoidance of doubt, nothing in this Section 9.12 shall prohibit any Person from voluntarily disclosing or providing any

Information within the scope of this confidentiality provision to any governmental, regulatory or self-regulatory organization (any such

entity, a “Regulatory Authority”) to the extent that any such prohibition on disclosure set forth in this Section 9.12

shall be prohibited by the laws or regulations applicable to such Regulatory Authority.

EACH LENDER ACKNOWLEDGES

THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL

NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED

COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION

IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING

REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY OR ON BEHALF OF THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE

OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE

BORROWER, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE

BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE

INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW AND

AGREES TO UPDATE SUCH CREDIT CONTACT BY NOTICE TO THE BORROWER AND THE ADMINISTRATIVE AGENT FROM TIME TO TIME AS NECESSARY TO CAUSE THE

FOREGOING REPRESENTATION TO BE TRUE AT ALL TIMES.

Section 9.13        USA

PATRIOT Act; Beneficial Ownership Regulation. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of

Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and the requirements of the Beneficial

Ownership Regulation hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act and the Beneficial Ownership

Regulation, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name,

address and tax identification number of such Loan Party and other information that will allow such Lender to identify such Loan Party

in accordance with the Patriot Act and the Beneficial Ownership Regulation.

Section 9.14        Interest

Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together

with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”),

shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or

reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,

together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and

Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall

be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above

the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall

have been received by such Lender.

Section 9.15        No

Fiduciary Duty, etc.

(a)            Each

Loan Party acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations

except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity

of an arm’s length contractual counterparty to such Loan Party with respect to the Loan Documents and the transactions contemplated

herein and therein and not as a financial advisor or a fiduciary to, or an agent of, such Loan Party or any other person. Each Loan Party

agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in

connection with this Agreement and the transactions contemplated hereby. Additionally, each Loan Party acknowledges and agrees that no

Credit Party is advising such Loan Party as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction

in connection with this Agreement, the other Loan Documents and the credit facilities evidenced hereby. Each Loan Party shall consult

with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the

transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to any

Loan Party with respect thereto.

(b)            Each

Loan Party further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with

its Affiliates, in addition to providing or participating in commercial lending facilities such as that provided hereunder, is a full

service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and

other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services

to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial

instruments (including bank loans and other obligations) of, such Loan Party, its Subsidiaries and other companies with which such Loan

Party or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments

so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any

voting rights, will be exercised by the holder of the rights, in its sole discretion.

addition, each Loan Party acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and

its Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies

in respect of which such Loan Party or any of its Subsidiaries may have conflicting interests regarding the transactions described herein

and otherwise. No Credit Party will use Information obtained from the Loan Party by virtue of the transactions contemplated by the Loan

Documents or its other relationships with the Loan Party in connection with the performance by such Credit Party of services for other

companies, and no Credit Party will furnish any such Information to other companies. Each Loan Party also acknowledges that no Credit

Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to such Loan Party

or any of its Subsidiaries, confidential information obtained from other companies.

Section 9.16        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 may be subject to the Write-Down and Conversion Powers of the applicable Resolution

Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)            the

application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which

may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)            the

effects of any Bail-In Action on any such liability, including, if applicable:

(i)            a

reduction in full or in part or cancellation of any such liability;

(ii)            a

conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,

its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments

of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;

(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.

the extent not prohibited by applicable law, rule or regulation, each Lender shall notify the Borrower and the Administrative Agent

if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur).

Section 9.17        Acknowledgement

Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging

Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC

a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal

Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection

Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such

Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC

may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United

States):

In the event a Covered Entity

that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution

Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such

Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such

Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the

Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the

United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject

to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported

QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than

such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed

by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that

rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect

to a Supported QFC or any QFC Credit Support.

Article X.

Guarantee

Section 10.01        Guaranty.

In order to induce the Lenders

to extend credit to the Borrower hereunder or to any of the Parent’s Subsidiaries under Hedging Agreements and Banking Services

Agreements, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged) each Guarantor

hereby irrevocably and unconditionally guarantees, jointly and severally, as a primary obligor and not merely as a surety, the payment

when and as due, subject to the notice provisions contained in this Article X, of the Obligations (other than the Obligations

of the Parent) and the Specified Ancillary Obligations (collectively, the “Guaranteed Obligations”). Each Guarantor

further agrees that the due and punctual payment of such Guaranteed Obligations may be extended or renewed, in whole or in part, without

notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or

renewal of any such Guaranteed Obligation. For the avoidance of doubt and notwithstanding any provision hereof to the contrary, (i) the

Guaranteed Obligations shall in no event be broader than the performance of the related Obligations or Specified Ancillary Obligations

in accordance with their terms and (ii) nothing contained in this Article X shall affect or otherwise impair any rights

(including rights of setoff or counterclaim) that the Borrower or Subsidiary may have against any holder of Guaranteed Obligation under

the applicable Hedging Agreement and/or Banking Services Agreement, as applicable, by reason of any action or failure to act of such holder

thereunder (including, without limitation, any breach or default of such holder under the related Hedging Agreement or Banking Services

Agreement).

Each Guarantor hereby expressly

waives diligence, presentment to, demand of payment from and protest to any Subsidiary of any of the Guaranteed Obligations, and also

waives, other than as set forth in this Article X, any notice not provided for herein or under the other Loan Documents, as

well as any requirement that the Administrative Agent, any Lender or other Person exhaust any right, power or remedy or proceed against

any Loan Party hereunder or under any other agreement or instrument or against any other guarantor of or any security for any of the Guaranteed

Obligations.

The obligations of each Guarantor

under this Article X shall not be affected by: (a) the failure of the Administrative Agent or any Lender (or any of its

Affiliates) to assert any claim or demand or to enforce any right or remedy against any Subsidiary under the provisions of this Agreement,

any other Loan Document, any Hedging Agreement, any Banking Services Agreement or otherwise; (b) any extension or renewal of any

of the Guaranteed Obligations; (c) any rescission, waiver, amendment, exchange, surrender or modification of, or release from, any

of the terms or provisions of this Agreement, any other Loan Document, any Hedging Agreement, any Banking Services Agreement or any other

agreement (other than to the extent provided for in any express, written release, amendment, modification or waiver with respect to any

of this Article X made in accordance with Section 9.02); (d) any default, failure or delay, willful or otherwise,

in the performance of any of the Guaranteed Obligations; (e) the failure of the Administrative Agent (or any applicable Lender (or

any of its Affiliates)) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security

or collateral for the Guaranteed Obligations, if any; (f) any change in the corporate, partnership or other existence, structure

or ownership of any Subsidiary or any other guarantor of any of the Guaranteed Obligations; (g) the enforceability or validity of

the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with

respect to any collateral securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating

to or against any Subsidiary or any other guarantor of any of the Guaranteed Obligations, for any reason related to this Agreement, any

other Loan Document, any Hedging Agreement, any Banking Services Agreement or any provision of applicable law, decree, order or regulation

of any jurisdiction purporting to prohibit the payment by such Subsidiary or any other guarantor of the Guaranteed Obligations, of any

of the Guaranteed Obligations or otherwise affecting any term of any of the Guaranteed Obligations; (h) any bankruptcy or insolvency

or insolvency proceeding of any Loan Party; (i) any exchange, surrender, release of any other guaranty of or security for any of

the Guaranteed Obligations; (j) any other circumstance whatsoever which may constitute a legal or equitable discharge or defense

of a surety or guarantor, it being the intent hereof that the obligations of each Guarantor hereunder shall be absolute and unconditional

under any and all circumstances; or (k) any other act, omission or delay to do any other act which may or might in any manner or

to any extent vary the risk of each Guarantor or otherwise operate as a discharge of a guarantor as a matter of law or equity or which

would impair or eliminate any right of each Guarantor to subrogation.

Each Guarantor further agrees

that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have

stayed the accrual or collection of any of the Guaranteed Obligations or operated as a discharge thereof) and not merely of collection,

and waives any right to require that any resort be had by the Administrative Agent or any Lender (or any of its Affiliates) to any balance

of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of any Subsidiary or any other Person.

The obligations of each Guarantor

hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any

defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of

any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations or otherwise.

Each Guarantor further agrees

that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Guaranteed Obligations now or hereafter

existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any

Guaranteed Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored

or returned by the Administrative Agent or any Lender (or any of its Affiliates) upon the insolvency, examinership, bankruptcy or reorganization

of any Subsidiary or otherwise (including pursuant to any settlement entered into by a holder of Guaranteed Obligations in its discretion).

In furtherance of the foregoing

and not in limitation of any other right which the Administrative Agent or any Lender (or any of its Affiliates) may have at law or in

equity against any Guarantor by virtue hereof, upon the failure of any Subsidiary to pay any Guaranteed Obligation when and as the same

shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and

will, promptly but in any event within two (2) Business Days following receipt of written demand by the Administrative Agent or any

Lender (or any of its Affiliates), forthwith pay, or cause to be paid, to the Administrative Agent or any Lender (or any of its Affiliates)

in cash an amount equal to the unpaid principal amount of the Guaranteed Obligations then due, together with accrued and unpaid

interest thereon. Each Guarantor further agrees that if payment in respect of any Guaranteed Obligation shall be due in a currency other

than Dollars and/or at a place of payment other than New York, Chicago or any other Payment Office and if, by reason of any Change

in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other similar event, payment of such Guaranteed

Obligation in such currency or at such place of payment shall be impossible or, in the reasonable judgment of the Administrative Agent

or any Lender (or any of its Affiliates), disadvantageous to the Administrative Agent or any Lender (or any of such Lender’s Affiliates)

in any material respect, then, at the election of the Administrative Agent, each Guarantor shall make payment of such Guaranteed Obligation

in Dollars (based upon the Dollar Amount of such Guaranteed Obligation on the date of payment) and/or in New York, Chicago or any

other Payment Office as is designated by the Administrative Agent or such Lender and, as a separate and independent obligation, shall

indemnify the Administrative Agent and any Lender (and such Lender’s Affiliates), as applicable, against any losses or reasonable

out-of-pocket expenses that it shall sustain as a result of such alternative payment.

Upon payment by any Guarantor

of any sums as provided above, all rights of each Guarantor against any Subsidiary arising as a result thereof by way of right of subrogation

or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of

all the Guaranteed Obligations owed by such Subsidiary.

Nothing shall discharge or

satisfy the liability of any Guarantor hereunder except the full performance and payment in cash of the Guaranteed Obligations.

Each Guarantor represents

and warrants that (a) as of the Effective Date, such Guarantor is an “eligible contract participant” as such term is

defined and interpreted under the Commodity Exchange Act, and (b) on each date on which the Guaranteed Obligations include any Specified

Swap Obligations, each Guarantor will be deemed to represent and warrant that such Guarantor is an “eligible contract participant”

as such term is defined and interpreted under the Commodity Exchange Act. The Borrower and each Guarantor agrees to provide such funds

or support as may be needed from time to time to honor all of its obligations under this Agreement and to remain an “eligible contract

participant” (subject to the maximum limitation on liability that can be incurred without rendering its obligations under this Article X,

or otherwise under the guaranty provided in this Article X, voidable under applicable law relating to fraudulent conveyance

or fraudulent transfer, and not for any greater amount).

Notwithstanding any other

provision of this Article X, the amount guaranteed by each Guarantor hereunder shall be limited to the extent, if any, required

so that its obligations hereunder shall not be subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable

state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law or, in the case of any Irish

Guarantor, under section 82 or section 239 of the Irish Companies Act. In determining the limitations, if any, on the amount of any Guarantor’s

obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification

or contribution which such Guarantor may have under this Article X, any other agreement or applicable Law shall be taken into

account.

Upon the written notice (which

notice shall be in form and substance reasonably satisfactory to the Administrative Agent) of the Borrower to the Administrative Agent,

an Additional Guarantor shall be automatically and immediately released from its obligations hereunder so long as (i) such Additional

Guarantor is no longer a guarantor or borrower with respect to the Existing JPM Credit Agreement, (ii) no Event of Default under

clauses (a), (f) or (g) of Article VII is then outstanding or would result upon giving effect

to such release, and (iii) no amount due and payable by such Additional Guarantor is then outstanding. The Administrative Agent may

request a certificate (which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent) from the

Borrower certifying the foregoing at the time of release.

the extent that any Guarantor shall make a payment under the guaranty provided in this Article X (a “Guarantor Payment”)

which, taking into account all other Guarantor Payments then previously or concurrently made by any Guarantor, exceeds the amount which

otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate Guaranteed Obligations satisfied

by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined

immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each Guarantor as determined immediately prior

to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the

Guaranteed Obligations, termination or expiration of all Term Loan Commitments, termination of this Agreement and satisfaction of all

outstanding obligations under Hedging Agreements and Banking Services Agreements, such Guarantor shall be entitled to seek and receive

contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata

based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination,

the “Allocable Amount” of any Guarantor shall be equal to the excess of the value of the property of such Guarantor

at a fair valuation over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect

of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability

pays its ratable share thereof), giving effect to all payments made by the other Guarantors as of such date in a manner to maximize the

amount of such contributions. This paragraph is intended only to define the relative rights of the Guarantors, and nothing set forth in

this paragraph is intended to or shall impair the obligations of the Guarantors to pay any amounts as and when the same shall become due

and payable in accordance with the terms of this Article X. The parties hereto acknowledge that the rights of contribution

and indemnification hereunder shall constitute assets of the Guarantor or Guarantors to which such contribution and indemnification is

owing. The rights of the indemnifying Guarantors against other Guarantors under this paragraph shall be exercisable upon the full and

indefeasible payment of the Guaranteed Obligations in cash and the termination or expiry of the Term Loan Commitments and the termination

of this Agreement and the satisfaction of all outstanding obligations under the Hedging Agreements and Banking Services Agreements.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be duly executed and delivered by their respective authorized representatives as of the day and year

first above written.

PENTAIR Finance S.à r.l., as the Borrower

/s/ Gina Marie Passage

Name:

Gina Marie Passage

Title:

Manager

PENTAIR plc, as the Parent

/s/ Robert P. Fishman

Name:

Robert P. Fishman

Title:

Executive Vice President and Chief Financial Officer

PENTAIR, INC., as an Additional Guarantor

/s/ Robert P. Fishman

Name:

Robert P. Fishman

Title:

President

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

U.S. BANK NATIONAL ASSOCIATION, as a Lender and as Administrative Agent

/s/ Patrick H. McGraw

Name:

Patrick H. McGraw

Title:

Senior Vice President

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

BANK OF AMERICA, N.A., as a Lender

and a Notifying Lender in order to appoint Bank of America Europe Designated Activity Company as an EU Lender

/s/ Michael Contreras

Name:

Michael Contreras

Title:

Managing Director

BANK OF AMERICA EUROPE DESIGNATED

ACTIVITY COMPANY, as an EU Lender

/s/ Fiona Malitsky

Name:

Fiona Malitsky

Title:

Director

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

BANCO BILBAO VIZCAYA ARGENTARIA, NEW YORK BRANCH, as a Lender

/s/ Cara Younger

Name:

Cara Younger

Title:

Managing Director

/s/ Armen Semizian

Name:

Armen Semizian

Title:

Managing Director

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

BANK OF CHINA LIMITED, LOS ANGELES BRANCH, as a Lender

/s/ Peng Li

Name:

Peng Li

Title:

SVP & Branch Manager

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

BANK OF MONTREAL EUROPE PLC, as a Lender

/s/ Garrett Poynton

Name:

Garrett Poynton

Title:

CFO

/s/ James Linehan

Name:

James Linehan

Title:

Treasurer

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

PNC BANK, NATIONAL ASSOCIATION, as a Lender

/s/ Greg Strauss

Name:

Greg Strauss

Title:

Managing Director

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, as a Lender

/s/ Christopher M Samms

Name:

Christopher M Samms

Title:

Director

/s/ Pinyen Shih

Name:

Pinyen Shih

Title:

Executive Director

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

STATE BANK OF INDIA, NEW YORK BRANCH, as a Lender

/s/ Devendra Panwar

Name:

Devendra Panwar

Title:

Vice President and Head (Syndications)

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

CHINA CITIC BANK INTERNATIONAL LIMITED, NEW YORK BRANCH, as a Lender

/s/ Qing Hong

Name:

Qing Hong

Title:

GM & Branch Manager

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

/s/ Mary Harold

Name:

Mary Harold

Title:

Managing Director

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

MEGA INTERNATIONAL COMMERCIAL BANK CO., LIMITED, SILICON VALLEY BRANCH, as a Lender

/s/ Pei Chen Wang

Name:

PEI CHEN WANG

Title:

VICE PRESIDENT & GENERAL MANAGER

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

AGRICULTURAL BANK OF CHINA LIMITED, as a Lender

/s/ Nelson Chou

Name:

Nelson Chou

Title:

SVP, Head of Corporate Banking Department

Signature Page to Credit Agreement

Pentair Finance S.à r.l.

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