PENTAIR plc (Form: 8-K, Received: 04/30/2018 17:27:23)

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): April 25, 2018

Commission file number 001-11625

Pentair plc

(Exact name of Registrant as specified in its charter)




Ireland		98-1141328
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification number)

43 London Wall, London, EC2M 5TF, United Kingdom

(Address of principal executive offices)

Registrant's telephone number, including area code: 44-20-7374-8925

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this ch apter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

ITEM 1.01 Entry into a Material Definitive Agreement.

In connection with the Distribution (as defined below), on April 27, 2018, Pentair plc (“Pentair”) entered into several agreements with nVent Electric plc (“nVent”) that govern the relationship of the parties following the Distribution, including the following:


•	Separation and Distribution Agreement, dated as of April 27, 2018;


•	Tax Matters Agreement, dated as of April 27, 2018;


•	Transition Services Agreement, dated as of April 27, 2018; and


•	Employee Matters Agreement, dated as of April 27, 2018.

A summary of the material terms of these agreements can be found in the section entitled “Our Relationship with Pentair Following the Distribution-Agreements with Pentair” in the Information Statement, dated April 9, 2018, filed as Exhibit 99.1 to nVent’s Current Report on Form 8-K/A filed on April 11, 2018 (the “Information Statement”), which is incorporated by reference herein. The summary is qualified in its entirety by reference to the Separation and Distribution Agreement, the Tax Matters Agreement, the Transition Services Agreement and the Employee Matters Agreement filed as Exhibits 2.1, 2.2, 2.3 and 2.4, respectively, to this Current Report on Form 8-K, each of which is incorporated by reference herein.

ITEM 2.01 Completion of Acquisition or Disposition of Assets.

Effective at 4:59 p.m. Eastern Time on April 30, 2018 (the “Effective Time”), Pentair completed the previously announced separation of its Electrical business from the rest of Pentair by means of a dividend in specie of the Electrical business, which was effected by the transfer of the Electrical business from Pentair to nVent and the issuance by nVent of nVent ordinary shares directly to Pentair shareholders, as described in the Information Statement (the “Distribution”). nVent is now an independent, publicly-traded company and will begin “regular way” trading on the New York Stock Exchange under the symbol “NVT” on May 1, 2018. In the Distribution, nVent issued one nVent ordinary share for each Pentair ordinary share held as of the close of business on April 17, 2018, the record date for the Distribution. nVent issued a total of approximately 178.4 million ordinary shares in the Distribution.


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

On April 25, 2018, Pentair Finance S.à r.l. (“Pentair Finance”), Pentair, Inc. (“Pentair U.S.”), Pentair Investments Switzerland GmbH (“Pentair Investments”) and Pentair entered into a credit agreement among Pentair Finance and Pentair U.S., as borrowers, Pentair and Pentair Investments, as guarantors, and the lenders and agents party thereto, providing for a five-year $800.0 million senior unsecured revolving credit facility (the “Senior Credit Facility”). The Senior Credit Facility replaced Pentair Finance’s existing revolving credit facility under that certain Amended and Restated Credit Agreement, dated as of October 3, 2014, by and among Pentair Finance, Pentair, the other subsidiaries of Pentair party thereto and the lenders and agents party thereto. Pentair Finance has the option to request to increase the Senior Credit Facility in an aggregate amount of up to $300.0 million, subject to customary conditions, including the commitment of the participating lenders. As of April 25, 2018, the total amount of loans outstanding under the Senior Credit Facility was $6.1 million. Pentair Finance also has a commercial paper facility under which it is required to maintain availability under the Senior Credit Facility in an amount at least equal to the amount outstanding under the commercial paper facility, which was $510.5 million as of April 25, 2018.

The Senior Credit Facility is guaranteed by Pentair and Pentair Investments. The Senior Credit Facility bears interest at a rate equal to an adjusted base rate or LIBOR, 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 and the facility fee are generally payable quarterly in arrears or 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. Additionally, Pentair Finance will pay a quarterly facility fee based on the average daily amount of the Senior Credit Facility (whether used or unused), which will be determined, at Pentair Finance’s election, by Pentair’s leverage level or Pentair Finance’s public credit rating.

With certain exceptions, the Senior Credit Facility matures on April 25, 2023. Pentair Finance is permitted to voluntarily prepay loans and/or reduce the commitments under the Senior Credit Facility, 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 Senior Credit Facility unless certain affiliate and currency sub-limits are exceeded, subject to certain other exceptions.

The Senior Credit Facility contains financial covenants requiring Pentair not to permit (i) the ratio of its consolidated debt (net of its consolidated unrestricted cash 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 to exceed 3.75 to 1.00 and (ii) the ratio of its EBITDA to its consolidated interest expense for the same period to be less than 3.00 to 1.00. In addition, subject to certain qualifications and exceptions, the Senior Credit Facility 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 Senior Credit Facility 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 Senior Credit Facility 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 Senior Credit Facility will become due and payable immediately.

The foregoing description is qualified in its entirety by reference to the Senior Credit Facility 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 Business Acquired

Not applicable.


(b)	Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial information of Pentair giving effect to the Distribution, and the related notes thereto, have been derived from its historical consolidated financial statements and are filed as Exhibit 99.1 to this Current Report on Form 8-K.


(c)	Shell Company Transactions

Not applicable.


(d)	Exhibits

The exhibits listed in the accompanying Exhibit Index are being filed herewith.



Exhibit Index
Exhibit Number
Exhibit Number		Description

2.1		Separation and Distribution Agreement, dated as of April 27, 2018, by and between Pentair plc and nVent Electric plc.
2.2		Tax Matters Agreement, dated as of April 27, 2018, by and between Pentair plc and nVent Electric plc.
2.3		Transition Services Agreement, dated as of April 27, 2018, by and between Pentair plc and nVent Electric plc.
2.4		Employee Matters Agreement, dated as of April 27, 2018, by and between Pentair plc and nVent Electric plc.
4.1		Credit Agreement, dated as of April 25, 2018, among Pentair plc, Pentair Investments Switzerland GmbH, Pentair Finance S.à r.l., Pentair, Inc. and the lenders and agents party thereto.
99.1		Unaudited pro forma condensed consolidated financial information of Pentair plc.

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 April 30, 2018.



	PENTAIR PLC
	Registrant

	By:	/s/ Karla C. Robertson
		Karla C. Robertson
		Executive Vice President, General Counsel and Secretary

Exhibit 2.1

EXECUTION VERSION

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND BETWEEN

PENTAIR PLC

AND

NVENT ELECTRIC PLC

DATED AS OF APRIL 27, 2018

4831-1461-8953.18

TABLE OF CONTENTS



			Page
Article I DEFINITIONS			2

Article II THE SEPARATION			14
	2.1	Transfer of Assets and Assumption of Liabilities.	14
	2.2	nVent Assets	16
	2.3	nVent Liabilities	18
	2.4	Transfer of Pentair Assets; Assumption of Pentair Liabilities	20
	2.5	Approvals and Notifications	21
	2.6	Novation of nVent Liabilities	23
	2.7	Novation of Pentair Liabilities	24
	2.8	Intercompany Agreements and Arrangements	24
	2.9	Treatment of Shared Contracts	25
	2.10	Bank Accounts; Cash Balances	26
	2.11	Ancillary Agreements	27
	2.12	Disclaimer of Representations and Warranties	27
	2.13	nVent Financing Arrangements	28
	2.14	Transfer of Information	28

Article III THE DISTRIBUTION			28
	3.1	The Distribution	28
	3.2	Actions Prior to the Distribution	29
	3.3	Conditions to Distribution	30
	3.4	Certain Stockholder Matters	32

Article IV MUTUAL RELEASES; INDEMNIFICATION			33
	4.1	Release of Pre-Distribution Claims	33
	4.2	Indemnification by nVent	35
	4.3	Indemnification by Pentair	36
	4.4	Indemnification Obligations Net of Insurance Proceeds and Other Amounts	36
	4.5	Procedures for Indemnification of Third-Party Claims	37
	4.6	Additional Matters	38
	4.7	Remedies Cumulative	39
	4.8	Survival of Indemnities	39
	4.9	Guarantees, Letters of Credit or Other Obligations	39
	4.10	Taxes	40

Article V INSURANCE			40
	5.1	Cooperation	40
	5.2	Policies and Rights Included Within Assets	40
	5.3	Claims Made Tail Policies	41
	5.4	Occurrence Based Policies	42
	5.5	Administration; Other Matters	42
	5.6	Agreement for Waiver of Conflict and Shared Defense	44



Article VI CERTAIN OTHER MATTERS			45
	6.1	Late Payments	45
	6.2	Grant of License for Pentair Name	45
	6.3	Grant of License for nVent Name	46
	6.4	Treatment of Payments for Tax Purposes	46
	6.5	Inducement	46
	6.6	Post-Effective Time Conduct	46

Article VII EXCHANGE OF INFORMATION; CONFIDENTIALITY			47
	7.1	Processing of Personal Data	47
	7.2	Responsibility for Compliance with Data Protection Laws	47
	7.3	Agreement for Exchange of Information; Archives	47
	7.4	Financial Statements and Accounting	48
	7.5	Ownership of Information	49
	7.6	Compensation for Providing Information	49
	7.7	Record Retention	50
	7.8	Limitations of Liability	50
	7.9	Production of Witnesses; Records; Cooperation.	50
	7.10	Privileged Matters	51
	7.11	Confidentiality	53
	7.12	Protective Arrangements	54

Article VIII DISPUTE RESOLUTION			54
	8.1	Good Faith Negotiation	54
	8.2	Mediation	54
	8.3	Litigation	55
	8.4	Conduct During Dispute Resolution Process	55

Article IX FURTHER ASSURANCES AND ADDITIONAL COVENANTS			55
	9.1	Further Assurances	55

Article X TERMINATION			56
	10.1	Termination	56
	10.2	Effect of Termination	57

Article XI MISCELLANEOUS			57
	11.1	Entire Agreement	57
	11.2	Corporate Power	57
	11.3	Counterparts	57
	11.4	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.	57
	11.5	Assignability	58
	11.6	Third-Party Beneficiaries	58
	11.7	Notices	58
	11.8	Severability	60
	11.9	Force Majeure	60



11.10	Publicity	60
11.11	Expenses	60
11.12	Headings	61
11.13	Survival of Covenants	61
11.14	Waivers of Default	61
11.15	Specific Performance	61
11.16	Amendments	61
11.17	Interpretation	61
11.18	Attorney-Client Privilege	62
11.19	Limitations of Liability	62
11.20	Performance	62
11.21	Exhibits and Schedules; No Admission of Liability	62
11.22	Double Recovery Rights	63

iii

List of Schedules



Schedule 1.1	Intercompany Agreements
Schedule 1.2	nVent Contracts
Schedule 1.3	nVent Discontinued Operations
Schedule 1.4	nVent Indebtedness
Schedule 1.5	nVent Intellectual Property
Schedule 1.6	Pentair Discontinued Operations
Schedule 1.7	Pentair Intellectual Property
Schedule 1.8	Shared Policies
Schedule 2.1(a)	Plan of Reorganization
Schedule 2.2(a)(iii)	Transferred Entities
Schedule 2.2(a)(viii)	nVent Cash
Schedule 2.2(a)(x)	nVent Assets
Schedule 2.2(b)(vi)	Pentair Assets
Schedule 2.3(a)(vi)	nVent Actions
Schedule 2.3(a)(ix)	nVent Liabilities
Schedule 2.3(b)(v)	Pentair Liabilities
Schedule 2.9(a)	Shared Contracts
Schedule 2.14	Transfer of Information
Schedule 3.2(l)	Pentair Names
Schedule 4.9(b)	Guarantees
Schedule 5.5(a)	Claims Administration Procedures
Schedule 6.2	Grant of License for Pentair Name
Schedule 6.3	Grant of License for nVent Name
Schedule 9.1(a)	Further Assurances

SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 27, 2018 (this “ Agreement ”), is by and between Pentair plc, an Irish public limited company (“ Pentair ”), and nVent Electric plc, an Irish public limited company (“ nVent ”). nVent and Pentair are referred to together as the “ Parties ” and individually as a “ Party .” Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement.

R E C I T A L S

WHEREAS , Pentair and its Subsidiaries currently own and operate both the Pentair Business and the Electrical Business;

WHEREAS , the board of directors of Pentair (the “ Pentair Board ”) has determined that it is in the best interests of Pentair and its shareholders that the Electrical Business be operated by a newly incorporated publicly traded company and the Subsidiaries of such newly incorporated company;

WHEREAS , nVent has been incorporated for these purposes and has not engaged in activities except those incidental to its formation and in preparation for the transactions described herein;

WHEREAS , in furtherance of the foregoing, the Pentair Board and the board of directors of nVent (the “ nVent Board ”) have determined that it is appropriate and desirable for Pentair and its applicable Subsidiaries to transfer to nVent Finance the nVent Assets and certain entities designated by nVent Finance that will be Subsidiaries of nVent Finance as of the Distribution Date (any such entities, the “ nVent Designees ”), and for nVent Finance and the nVent Designees to assume the nVent Liabilities, in each case as more fully described in this Agreement, the Ancillary Agreements and the Plan of Reorganization (the “ Separation ”);

WHEREAS , Pentair intends that, on the Distribution Date and subject to the terms and conditions of this Agreement, it will make a distribution in specie of the Electrical Business to the holders of the Pentair Ordinary Shares on the Record Date (“ Qualifying Pentair Shareholders ”), effected by the transfer of Pentair’s entire legal and beneficial interest in the issued share capital of nVent Finance to nVent (the “ Contribution ”) in consideration for nVent issuing nVent Ordinary Shares directly to Qualifying Pentair Shareholders on a pro rata basis in return, as more fully described in this Agreement and the Ancillary Agreements (the “ Distribution ”);

WHEREAS , the Separation, the Contribution, the Distribution and certain related transactions, taken together, are intended to qualify as a reorganization under Section 355 of the Code for U.S. federal income tax purposes and to qualify under various reorganization provisions contained in U.K. tax Law, including to qualify as an “exempt distribution” under Chapter 5 of Part 23 of the U.K. Corporation Tax Act 2010 and to qualify for relief under sections 136 and 138 of the U.K. Taxation of Chargeable Gains Act 1992;

WHEREAS , this Agreement constitutes a plan of reorganization as described in Treasury Regulation 1.368-2(g); and

WHEREAS , each of Pentair and nVent has determined that it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation, the Contribution and the Distribution and to set forth certain other agreements that shall govern certain matters relating to the Separation, the Contribution and the Distribution and the relationship of Pentair, nVent and their respective Subsidiaries following the Distribution.

NOW, THEREFORE , in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:

“ Action ” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, settlement, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“ Affiliate ” (including with a correlative meaning, “ affiliated ”) shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one (1) or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “ control ” (including with correlative meanings, “ controlled by ” and “ under common control with ”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, on and after the Distribution Date, for purposes of this Agreement and the Ancillary Agreements, (a) no member of the nVent Group shall be deemed to be an Affiliate of any member of the Pentair Group and (b) no member of the Pentair Group shall be deemed to be an Affiliate of any member of the nVent Group. For the avoidance of doubt, after the Effective Time, the members of the Pentair Group and the members of the nVent Group shall not be deemed to be under common control for purposes hereof due solely to the fact that Pentair and nVent may have common shareholders.

“ Agent ” shall mean Computershare Trust Company, N.A., or such other trust company or bank duly appointed by Pentair to act as distribution agent, transfer agent and/or registrar for the nVent Ordinary Shares in connection with the Distribution.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Amended and Restated Memorandum and Articles of Association ” shall mean the Amended and Restated Memorandum and Articles of Association of nVent, dated as of April 30, 2018, as may be amended from time to time.

“ Ancillary Agreement ” shall mean the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Intercompany Agreements and the Transfer Documents.

“ Annual Reports ” shall have the meaning set forth in Section 7.4(c) .

“ Approvals or Notifications ” shall mean any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any third Person, including any Governmental Authority.

“ Assets ” shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other

third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records, document, contract or financial statements of such Person, including the following:

(a) all accounting and other legal, secretarial and business books, records, ledgers and files whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape, electronic or any other form;

(b) all apparatus, computers and other electronic data processing and communications equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks, vessels, motor vehicles and other transportation equipment and other tangible personal property;

(c) all inventories of materials, parts, raw materials, components, supplies, works-in-process and finished goods and products;

(d) all interests in, and rights with respect to, real property of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

(e) (i) all interests in any capital stock, partnership interests or other equity interests of any Subsidiary, Affiliate or any other Person, (ii) all bonds, notes, debentures or other securities issued by any Subsidiary, Affiliate or any other Person, (iii) all loans, advances or other extensions of credit or capital contributions to any Subsidiary, Affiliate or any other Person and (iv) all other investments in securities of any Person;

(f) all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other contracts, agreements or commitments;

(g) all deposits, letters of credit and performance and surety bonds;

(h) all written (including in electronic form) or oral technical information, data, specifications, research and development information, engineering drawings and specifications, operating and maintenance manuals, and materials and analyses prepared by consultants and other third Persons;

(i) all Intellectual Property and Technology;

(j) all Software;

(k) all Information;

(l) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product data and literature, artwork, design, formulations and specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(m) all prepaid expenses, trade accounts and other accounts and notes receivable;

(n) all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(o) all rights under contracts, consent decrees, orders or agreements, all claims or rights against any Person arising from the ownership of any Asset, all rights in connection with any bids or offers and all claims, choses in action or similar rights, whether accrued or contingent whether known or unknown;

(p) all licenses, permits, approvals and authorizations that have been issued by any Governmental Authority;

(q) all cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; and

(r) all interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements.

“ Audited Party ” shall have the meaning set forth in Section 7.4(b) .

“ Balance Sheet Date ” shall mean December 31, 2017.

“ Bonus Share ” shall have the meaning set forth in Section 3.4(e) .

“ Business Day ” shall mean any day that is not a Saturday, a Sunday or other day that is a statutory holiday under the federal Laws of the United States, the Laws of Ireland or the Laws of the United Kingdom. In the event that any action is required or permitted to be taken under this Agreement on or by a date that is not a Business Day, such action may be taken on or by the Business Day immediately following such date.

“ Claims Administration ” shall mean the processing of claims made under the Shared Policies, including the reporting of losses or claims to the insurance carriers and management and defense of claims, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any such claims.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“ Confidential Information ” shall have the meaning set forth in Section 7.11(a) .

“ Contribution ” shall have the meaning set forth in the Recitals.

“ CPR ” shall have the meaning set forth in Section 8.2 .

“ Credit Facility ” shall mean the Credit Agreement, dated as of March 23, 2018, among nVent, nVent Finance, Pentair Technical Products, the lenders party thereto from time to time and the agents party thereto.

“ D&O Tail Policies ” shall have the meaning set forth in Section 5.3(b) .

“ Data Protection Laws ” shall mean any data protection or data privacy laws or regulations in any jurisdiction in which the Pentair Business or the Electrical Business processes personal data in connection with this Agreement, including, without limitation, the UK Data Protection Act 1998 and any other national laws implementing the Data Protection Directive (1995/46/EC) and, with effect from May 25, 2018, the General Data Protection Regulation (Regulation (EU) 2016/679) and associated implementing laws.

“ Disclosure Document ” shall mean any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any of its controlled Affiliates, and also includes any information statement (including the Information Statement), prospectus, offering memorandum (including the offering memorandum in connection with the offering of Senior Notes), offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case which describes the Separation or the Distribution or the nVent Group or primarily relates to the transactions contemplated hereby.

“ Dispute ” shall have the meaning set forth in Section 8.1 .

“ Distribution ” shall have the meaning set forth in the Recitals.

“ Distribution Date ” shall mean the date of the consummation of the Distribution, which shall be determined by Pentair in its sole discretion.

“ Distribution Ratio ” shall mean a fraction the numerator of which shall be one (1) and the denominator of which shall be one (1).

“ Effective Time ” shall mean the time at which the Distribution occurs on the Distribution Date, which shall be deemed to be 4:59 p.m., New York City time, on the Distribution Date, or such other time as Pentair may determine.

“ Electrical Business ” shall mean: (a) the business and operations of the Electrical Segment and (b) the nVent Discontinued Operations, excluding, in the case of each of clauses (a) and (b), the businesses and operations primarily related to the Pentair Assets.

“ Electrical Segment ” shall mean the electrical business segment of Pentair described in Pentair’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, which business designs, manufactures and services products that protect equipment, as well as heat managements solutions designed to provide thermal protection to temperature sensitive fluid applications and engineered electrical and fastening products for electrical, mechanical and civil applications.

“ Employee Matters Agreement ” shall mean the Employee Matters Agreement, dated as of the date hereof, by and between Pentair and nVent, as such Employee Matters Agreement may be amended from time to time.

“ End-of-Use Report ” shall have the meaning set forth in Section 6.2(c) .

“ Environmental Law ” shall mean any Law relating to pollution, protection or restoration of or prevention of harm to the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, Release or discharge of Hazardous Materials or the protection of or prevention of harm to human health and safety.

“ Environmental Liabilities ” shall mean all Liabilities relating to, arising out of or resulting from any Hazardous Materials, Environmental Law or contract or agreement relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, equipment upgrades or replacements, asbestos survey and removal costs, property damages, personal injury damages, costs of compliance, including with any product take back requirements, or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

“ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“ Existing Tooling ” shall have the meaning set forth in Section 6.2(a) .

“ Fiduciary Tail Policies ” shall have the meaning set forth in Section 5.3(c) .

“ Force Majeure ” shall mean, with respect to a Party, an unforeseen and unavoidable major eruptive event beyond the control of such Party (or any Person acting on its behalf), such as acts of God, storms, floods, riots, labor unrest, pandemics, nuclear incidents, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources or distribution facilities.

“ Form 10 ” shall mean the registration statement on Form 10 filed by nVent with the SEC to effect the registration of nVent Ordinary Shares pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Effective Time.

“ Governmental Approvals ” shall mean any notices or reports to be submitted to, or other filings to be made with, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

“ Governmental Authority ” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, taxation, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“ Group ” shall mean either the nVent Group or the Pentair Group, as the context requires.

“ Hazardous Materials ” shall mean any chemical, radiological isotope, material, substance, waste, pollutant, emission, discharge, release or contaminant that could result in liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

“ Historic Corporate Data ” shall mean identified and structured (a) nVent Information retained by Pentair after the Distribution Date and (b) Pentair Information retained by nVent after the Distribution Date, which Pentair and nVent have lawful grounds to retain in accordance with applicable Law, including, in each case, relevant Tax and employment records.

“ Indemnifying Party ” shall have the meaning set forth in Section 4.4(a) .

“ Indemnitee ” shall have the meaning set forth in Section 4.4(a) .

“ Indemnity Payment ” shall have the meaning set forth in Section 4.4(a) .

“ Information ” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“ Information Statement ” shall mean the information statement to be sent to each holder of Pentair Ordinary Shares in connection with the Distribution, as filed with the SEC, as such information statement may be amended or supplemented from time to time prior to the Effective Time.

“ Initial nVent Preferred Share ” shall mean one preferred share, with a par value of $0.01, of nVent, issued and outstanding as of immediately prior to the consummation of the Distribution.

“ Initial Share Capital ” shall mean all of the shares in the capital of nVent issued and outstanding as of immediately prior to the consummation of the Distribution, which consists of two nVent Ordinary Shares, 25,000 euro deferred shares, with a par value of €1.00 per share, and the Initial nVent Preferred Share, all of which are held by an Irish corporate services provider.

“ Insurance Administration ” shall mean, with respect to each Shared Policy, the accounting for premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles and retentions, as appropriate, under the terms and conditions of the Shared Policies discussions or negotiations with insurers and the control of any Actions relating to such Shared Policy; the reporting to excess insurance carriers of any losses or claims which may cause the per-occurrence, per claim or aggregate limits of any Shared Policy to be exceeded; and the distribution of Insurance Proceeds as contemplated by this Agreement.

“ Insurance Proceeds ” shall mean those monies (i) received by an insured from an insurance carrier, including due to premium adjustments, whether or not retrospectively rated, or (ii) paid by an insurance carrier on behalf of an insured, in either case net of any applicable premium deductible or self-insured retention. For the avoidance of doubt, “Insurance Proceeds” shall not include any costs or expenses incurred by a Party in pursuing insurance coverage.

“ Insured Claims ” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Shared Policies, including any legal or legal related Liabilities to the extent such Liabilities are otherwise covered by such Shared Policies, whether or not subject to deductibles, co-insurance, self-insured retentions, or uncollectibility due to insurer insolvency.

“ Intellectual Property ” shall mean all of the following whether arising under the Laws of Ireland, the United States or the United Kingdom or of any other foreign or multinational jurisdiction: (i) patents, patent applications (including patents issued thereon) and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions, (ii) trademarks, service marks, trade names, service names, trade dress, logos and other source or business identifiers, including all goodwill associated with any of the foregoing, and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing, (iii) Internet domain names, (iv) copyrightable works, copyrights, moral rights, mask work rights, database rights and design rights, in

each case, other than Software, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions, (v) confidential and proprietary information, including trade secrets, invention disclosures, processes and know-how, in each case, other than Software, and (vi) intellectual property rights arising from or in respect of any Technology.

“ Intercompany Agreements ” shall mean the agreements listed on Schedule 1.1 .

“ Intercompany Balances ” shall mean the intercompany ordinary course trade accounts receivable and accounts payable between any member of the Pentair Group, on the one hand, and any member of the nVent Group, on the other hand.

“ Internal Control Audit and Management Assessments ” shall have the meaning set forth in Section 7.4(a) .

“ IRS ” shall mean the United States Internal Revenue Service.

“ IRS Ruling ” shall have the meaning set forth in Section 3.3(a)(i) .

“ Law ” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, directive, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“ Liabilities ” shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, Taxes, remediation, deficiencies, reimbursement obligations in respect of letters of credit, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or description, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“ Libor Rate ” shall mean, for each day during each calendar month, the one-month London interbank offered rate published in The Wall Street Journal (or, if such publication ceases to publish such rate, a replacement publication and/or rate, as applicable, selected by the Parties) on the last Business Day immediately preceding such calendar month.

“ Losses ” shall mean actual losses (including any diminution in value), costs, damages, penalties, Taxes and expenses (including legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“ Mediation Request ” shall have the meaning set forth in Section 8.2 .

“ nVent ” shall have the meaning set forth in the Preamble.

“ nVent Accounts ” shall have the meaning set forth in Section 2.10(a) .

“ nVent Assets ” shall have the meaning set forth in Section 2.2(a) .

“ nVent Balance Sheet ” shall mean the unaudited pro forma balance sheet of the Electrical Business, as of the Balance Sheet Date, including the notes thereto, as reflected in the Form 10.

“ nVent Board ” shall have the meaning set forth in the Recitals.

“ nVent Cash ” shall have the meaning set forth in Section 2.2(a)(viii) .

“ nVent Contracts ” shall mean the following contracts and agreements to which Pentair or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or any of their respective Assets is bound, whether or not in writing, in each case immediately prior to the Distribution (including, for the avoidance of doubt, any Person that will be a member of the nVent Group at the time of the Distribution), except for any such contract or agreement (or part thereof) that is expressly contemplated to be transferred, assigned, novated to or retained by Pentair or any member of the Pentair Group pursuant to any provision of this Agreement or any Ancillary Agreement (excluding any Shared Contracts listed on Schedule 2.9(a) ):

(a) any customer, distribution, supply or vendor contracts or agreements entered into prior to the Effective Time that relate primarily to the Electrical Business;

(b) any contract or agreement entered into in the name of, or expressly on behalf of, any division, business unit or member of the nVent Group;

(d) any guarantee, indemnity, representation, warranty or other Liability of any member of the nVent Group or the Pentair Group in respect of any other nVent Contract, any nVent Liability or the Electrical Business;

(e) any employment, change of control, retention, consulting, indemnification, termination, severance or other similar agreements with any nVent Group Employee or consultants of the nVent Group that are in effect as of the Effective Time;

(f) any consent order, decree or agreement with any third party including but not limited to Governmental Authorities entered into in the name of, or expressly on behalf of, any division, business unit or member of the nVent Group;

(g) any contract or agreement (or part thereof) that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be transferred, assigned, novated to or retained by nVent or any member of the nVent Group;

(h) any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements entered into by or on behalf of any member of the nVent Group; and

(i) any contract or agreement listed on Schedule 1.2 .

“ nVent Designee ” shall have the meaning set forth in the Recitals.

“ nVent Discontinued Operations ” means any operating group, business unit, operation, division, Subsidiary, line of business or investment of Pentair or any of its Subsidiaries managed or operated at any time prior to the Effective Time by the Electrical Segment and sold, transferred or otherwise discontinued prior to the Effective Time, and set forth on Schedule 1.3 .

“ nVent Finance ” means nVent Finance S.à r.l., a société à responsabilité limitée organized under the Laws of the Grand Duchy of Luxembourg.

“ nVent Financing Arrangements ” shall mean the Senior Notes and the Credit Facility.

“ nVent Group ” shall mean, as of any time of determination (whether before or after the Distribution), the group consisting of (i) nVent, (ii) each entity that is a Subsidiary of nVent as of the time of determination, (iii) each entity that is not a Subsidiary of nVent as of a time of determination before the Distribution but that later becomes a Subsidiary of nVent by the time of the Distribution, and (iv) each entity that becomes an Affiliate (other than a Subsidiary) of nVent after the Distribution.

“ nVent Group Employee ” shall have the meaning set forth in the Employee Matters Agreement.

“ nVent Indebtedness ” shall mean the indebtedness listed on Schedule 1.4 .

“ nVent Indemnitees ” shall have the meaning set forth in Section 4.3 .

“ nVent Information ” shall have the meaning set forth in Section 2.14 .

“ nVent Intellectual Property ” shall mean (a) all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, registered Internet domain names and copyright registrations (collectively, “ Registrable IP ”) that are owned by any member of the Pentair Group or nVent Group and that are used or held for use primarily in the Electrical Business at the Distribution Date, as set forth on Schedule 1.5 , and (b) all Intellectual Property, other than Registrable IP, that is owned by any member of the Pentair Group or nVent Group and that is used or held for use primarily in the Electrical Business as of the Distribution Date.

“ nVent Liabilities ” shall have the meaning set forth in Section 2.3(a) .

“ nVent Ordinary Shares ” shall mean the ordinary shares, nominal value $0.01 per share, of nVent.

“ nVent Software ” shall mean all Software owned or licensed by any member of the Pentair Group or nVent Group and that is primarily used or held for use in the Electrical Business as of the Distribution Date.

“ nVent Technology ” shall mean all Technology owned or licensed by any member of the Pentair Group or nVent Group and that is primarily used or held for use in the Electrical Business as of the Distribution Date.

“ nVent Transfer Documents ” shall have the meaning set forth in Section 2.4(b) .

“ NYSE ” shall mean the New York Stock Exchange.

“ Other Party’s Auditors ” shall have the meaning set forth in Section 7.4(b) .

“ Parties ” or “ Party ” shall have the meaning set forth in the Preamble.

“ Pentair ” shall have the meaning set forth in the Preamble.

“ Pentair Accounts ” shall have the meaning set forth in Section 2.10(a) .

“ Pentair Assets ” shall have the meaning set forth in Section 2.2(b) .

“ Pentair Board ” shall have the meaning set forth in the Recitals.

“ Pentair Business ” shall mean the businesses and operations of the Pentair Group other than the Electrical Business.

“ Pentair Discontinued Operations ” means any operating group, business unit, operation, division, Subsidiary, line of business or investment of Pentair or any of its Subsidiaries managed or operated at any time prior to the Effective Time by Pentair and sold, transferred or otherwise discontinued prior to the Effective Time, including the divisions, Subsidiaries, lines of business or investments set forth on Schedule 1.6 and excluding the nVent Discontinued Operations.

“ Pentair Group ” shall mean Pentair, each Subsidiary of Pentair and each other Person that is controlled directly or indirectly by Pentair (in each case, other than any member of the nVent Group).

“ Pentair Indemnitees ” shall have the meaning set forth in Section 4.2 .

“ Pentair Information ” shall mean all Information owned or controlled by or on behalf of any member of the Pentair Group or the nVent Group, other than the nVent Information.

“ Pentair Intellectual Property ” shall mean (i) the Pentair Name and Pentair Marks and (ii) all other Intellectual Property (including, the Pentair Registrable IP, which is set forth on Schedule 1.7 ) that is owned or licensed by any member of the Pentair Group or the nVent Group, other than the nVent Intellectual Property.

“ Pentair Investments ” shall mean Pentair Investments Switzerland GmbH, a Swiss Gesellschaft mit beschränkter Haftung .

“ Pentair Liabilities ” shall have the meaning set forth in Section 2.3(b) .

“ Pentair Name and Pentair Marks ” shall mean the names, marks, trade dress, logos, monograms, domain names and other source or business identifiers of Pentair or any of its Affiliates using or containing “Pentair” (in block letters or otherwise), “Pentair” either alone or in combination with other words or elements and all names, marks, trade dress, logos, monograms, domain names and other source or business identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words or elements, together with the goodwill associated with any of the foregoing.

“ Pentair Ordinary Shares ” shall mean the ordinary shares, nominal value $0.01 per share, of Pentair.

“ Pentair Software ” shall mean all Software that is owned or licensed by any member of the Pentair Group or the nVent Group, other than the nVent Software.

“ Pentair Technical Products ” shall mean Pentair Technical Products Holdings, Inc., a Delaware corporation.

“ Pentair Technology ” shall mean all Technology that is owned or licensed by any member of the Pentair Group or the nVent Group, other than the nVent Technology.

“ Pentair Transfer Documents ” shall have the meaning set forth in Section 2.1(b) .

“ Person ” shall mean any natural person, firm, individual, general or limited partnership, corporation, company, trust, joint venture, association, other organization, limited liability entity, any other entity whether incorporated or unincorporated or any Governmental Authority.

“ Plan of Reorganization ” shall have the meaning set forth in Section 2.1(a) .

“ Policies ” shall mean insurance policies and insurance contracts of any kind (other than life and benefits policies or contracts), including primary, excess and umbrella policies, comprehensive general liability policies, director and officer liability, fiduciary liability, automobile, aircraft, marine, property and casualty, workers’ compensation and employee dishonesty insurance policies, bonds and self-insurance and captive insurance company arrangements (including the insurance policies written by Penwald Insurance Company), together with the rights, benefits and privileges thereunder.

“ Privileged Information ” shall mean any information, in written, oral, electronic or other tangible or intangible forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), as to which a Party or any member of its Group would be entitled to assert or have asserted a privilege, including the attorney-client and attorney work product privileges.

“ Procedure ” shall have the meaning set forth in Section 8.2 .

“ Qualifying Pentair Shareholders ” shall have the meaning set forth in the Recitals.

“ Record Date ” shall mean the close of business on April 17, 2018 or the close of business on another date if determined by the Pentair Board as the record date for determining holders of Pentair Ordinary Shares entitled to receive nVent Ordinary Shares pursuant to the Distribution.

“ Registrable IP ” shall have the meaning set forth in the definition of nVent Intellectual Property.

“ Release ” shall mean any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“ Reorganization Agreement ” means any contract, agreement, arrangement, commitment, understanding, instrument, loan note, security, transfer document, or other document executed or presented for the purposes of, in relation to or arising from, the implementation of the Plan of Reorganization.

“ Representatives ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“ SEC ” shall mean the U.S. Securities and Exchange Commission.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“ Security Interest ” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, right of first refusal, deed of trust, voting or other restriction, right-of-way, covenant, condition, easement, servitude, encroachment, permit restriction, restriction on transfer, restrictions or limitations on use of real personal properties or other encumbrance of any nature whatsoever.

“ Senior Notes ” shall mean the $300.0 million of 3.950% senior notes due 2023 and the $500.0 million of 4.550% senior notes due 2028 issued by nVent Finance under the Indenture, dated as of March 26, 2018, among nVent Finance, nVent, Pentair, Pentair Investments and U.S. Bank National Association, the First Supplemental Indenture, dated as of March 26, 2018, among nVent Finance, nVent, Pentair, Pentair Investments and U.S. Bank National Association and the Second Supplemental Indenture, dated as of March 26, 2018, among nVent Finance, nVent, Pentair, Pentair Investments and U.S. Bank National Association

“ Separation ” shall mean the steps set forth in the Plan of Reorganization.

“ Shared Contract ” shall have the meaning set forth in Section 2.9(a) .

“ Shared Policies ” shall mean all Policies, current or past, which are owned or maintained by or on behalf of Pentair or any of its Subsidiaries which relate to the Pentair Business or the Electrical Business, as set forth on Schedule 1.8 .

“ Software ” shall mean all (i) computer programs, including all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (ii) databases and compilations, including all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, (iv) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, and (v) documentation, including user manuals and other training documentation, relating to any of the foregoing.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, other entity or partnership of which such Person (i) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (A) the total combined voting power of all classes of voting securities of such Person, (B) the total combined equity interests or (C) the capital or profit interests, in the case of a partnership, or (ii) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“ Tax Matters Agreement ” shall mean the Tax Matters Agreement, dated as of the date hereof, by and between Pentair and nVent, as such Tax Matters Agreement may be amended from time to time.

“ Tax Return ” shall have the meaning set forth in the Tax Matters Agreement.

“ Taxes ” shall have the meaning set forth in the Tax Matters Agreement.

“ Technology ” shall mean all technology, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, technical data, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or nonpublic information, and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form whether or not listed herein, in each case, other than Software.

“ Third-Party Claim ” shall have the meaning set forth in Section 4.5(a) .

“ Transfer Documents ” shall have the meaning set forth in Section 2.4(b) .

“ Transferred Entities ” shall have the meaning set forth in Section 2.2(a)(iii) .

“ Transition Services Agreement ” shall mean the Transition Services Agreement, dated as of the date hereof, by and between Pentair and nVent, as such Transition Services Agreement may be amended from time to time.

“ Unreleased nVent Liability ” shall have the meaning set forth in Section 2.6(b) .

“ Unreleased Pentair Liability ” shall have the meaning set forth in Section 2.7(b) .

To the extent used in this Agreement, the terms,” “ data controller ”, “ data processor ”, “ personal data ” and “ processing ” (or any form of “ process ”) shall have the meaning set out in applicable Data Protection Laws.

ARTICLE II
THE SEPARATION

2.1 Transfer of Assets and Assumption of Liabilities.

(a) On or prior to the Distribution Date, but in any case prior to the Effective Time, in accordance with the plan and structure set forth on Schedule 2.1(a) (such plan and structure as amended, updated or supplemented from time to time being referred to as the “ Plan of Reorganization ”) and to the extent not previously effected pursuant to the steps of the Plan of Reorganization that have been completed prior to the date hereof:

(i) subject to Section 2.5 and Section 2.14 and to the extent permitted by applicable Law, Pentair shall, and shall cause its applicable Subsidiaries to, assign, transfer, contribute, distribute, convey and deliver to nVent Finance or the applicable nVent Designees, and nVent Finance or such nVent Designees shall accept from Pentair and its applicable Subsidiaries, all of Pentair’s and such Subsidiaries’ respective direct or indirect right, title and interest in and to all of the nVent Assets (it being understood that if any nVent Asset shall be held by a Transferred Entity or a Subsidiary of a Transferred Entity, such nVent Asset may be assigned, transferred, conveyed, contributed, distributed and delivered to nVent Finance as a result of the transfer of all of the equity interests held by Pentair or its Subsidiaries in such Transferred Entity from Pentair or its applicable Subsidiaries to nVent Finance or its applicable Subsidiaries);

(ii) subject to Section 2.5 and to the extent permitted by applicable Law, nVent Finance shall, or shall cause an nVent Designee to, accept, assume and agree faithfully to perform, discharge and fulfill all the nVent Liabilities in accordance with their respective terms (it being understood that if any nVent Liability is a liability of a Transferred Entity or a Subsidiary of a Transferred Entity, such nVent Liability may be assumed by nVent Finance or the applicable nVent Designee as a result of the transfer of all of the equity interests held by Pentair or its Subsidiaries in such Transferred Entity from Pentair or the applicable members of the Pentair Group to nVent Finance or the applicable nVent Designee). nVent Finance or such nVent Designee shall be responsible for all nVent Liabilities, regardless of when or where such nVent Liabilities arose or arise, or whether the facts on which they are based occurred prior, or subsequent, to the

Effective Time, regardless of where or against whom such nVent Liabilities are asserted or determined (including any nVent Liabilities arising out of claims made by Pentair’s or nVent’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Pentair Group or the nVent Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from, or alleged to arise from, negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of the Pentair Group or the nVent Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates;

(iii) subject to Section 2.5 and to the extent permitted by applicable Law, Pentair shall cause the nVent Designees to assign, transfer, contribute, distribute, convey and deliver to certain of Pentair’s Subsidiaries that are designated by Pentair and not nVent Designees, and such Subsidiaries shall accept from the nVent Designees, the nVent Designees’ respective right, title and interest in and to any Pentair Assets specified by Pentair to be so assigned, transferred, conveyed, contributed, distributed and delivered; and

(iv) subject to Section 2.5 and to the extent permitted by applicable Law, Pentair shall, or shall cause a Subsidiary of Pentair designated by Pentair to, accept, assume and agree faithfully to perform discharge and fulfill all the Pentair Liabilities in accordance with their respective terms. Such Pentair Subsidiaries shall be responsible for all Pentair Liabilities, regardless of when or where such Pentair Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Pentair Liabilities are asserted or determined (including any such Pentair Liabilities arising out of claims made by Pentair’s or nVent’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Pentair Group or the nVent Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from, or alleged to arise from, negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by any member of the Pentair Group or the nVent Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.

(b) In furtherance of the assignment, transfer, contribution, distribution, conveyance and delivery of the nVent Assets and the acceptance, assumption, performance, discharge and fulfillment in accordance with their respective terms of the nVent Liabilities in accordance with Sections 2.1(a)(i) and 2.1(a)(ii) , on or before the date that such nVent Assets are assigned, transferred, conveyed, contributed, distributed or delivered or such nVent Liabilities are assumed (i) Pentair shall execute and deliver, and shall, to the extent permitted by applicable Law, cause its applicable Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, contribution, distribution, conveyance and assignment as and to the extent necessary or required in accordance with applicable Law or custom to evidence the transfer, contribution, distribution, conveyance and assignment of all of Pentair’s and its applicable Subsidiaries’ (other than nVent’s Subsidiaries) right, title and interest in and to the nVent Assets to nVent Finance and/or the nVent Designees, and (ii) nVent shall execute and deliver, and shall, to the extent permitted by applicable Law, cause the applicable nVent Designees to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary or required in accordance with applicable Law or custom to evidence the valid and effective assumption of the nVent Liabilities by nVent Finance and the nVent Designees. All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “ Pentair Transfer Documents .” Further, the Parties shall execute and deliver, and shall, to the extent permitted by applicable Law, cause their applicable Subsidiaries to execute and deliver, any other forms, notarial deeds, instruments or other similar

documents necessary pursuant to applicable Law or custom to effect the assignment, transfer, contribution, distribution, conveyance and delivery or assumption of all of the rights and obligations, as applicable, contemplated in the Pentair Transfer Documents (including any necessary notarizations, legalizations or other attestations and execution formalities to the extent required by applicable Law).

(c) In the event that, in connection with the Separation, any Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset or Liability that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset or Liability, as the case may be, to the Person entitled to such Asset or responsible for such Liability, as the case may be and to the extent an Asset comprises Information that constitutes personal data, once the personal data has been transferred to the Person entitled to the Asset, the transferring Party shall cease to use the personal data and, with respect to any copies or extracts of such personal data retained on its filing systems, the transferring Party shall: (i) to the extent it processed such personal data as a data controller, continue to comply with its relevant obligations under applicable Data Protection Laws; or (ii) to the extent it processed such personal data as a data processor on behalf of a receiving Party, it shall comply with the obligations set out in Section 4.05(b) of the Transition Services Agreement (whether or not acting pursuant to the performance of a specific service under the Transition Services Agreement) in circumstances where the receiving Party as a data controller is subject to Data Protection Laws in the European Union and otherwise the transferring Party, take reasonable steps to delete the personal data and all copies and extracts of the personal data unless it is required to retain a copy in accordance with applicable Law. Prior to any such transfer, the Person receiving, possessing or responsible for such Asset or Liability shall be deemed to be holding such Asset or Liability, as the case may be, in trust (or the applicable Law equivalent), subject to, and where recognized by, applicable Law, for any such other Person.

(d) nVent hereby waives compliance by itself and, to the extent permitted by applicable Law, each and every member of the Pentair Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the nVent Assets to any member of the nVent Group.

(e) Pentair hereby waives compliance by itself and, to the extent permitted by applicable Law, each and every member of the nVent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Pentair Assets to any member of the Pentair Group.

2.2 nVent Assets.

(a) Except as otherwise set forth in the Employee Matters Agreement or the Tax Matters Agreement, for the purposes of this Agreement, “ nVent Assets ” shall mean (without duplication):

(i) all Assets that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be transferred to, or retained by, nVent or any other member of the nVent Group;

(ii) all the nVent Contracts and all rights, interests or claims of either Pentair or nVent or any of their respective Subsidiaries thereunder and any other rights or claims or contingent rights or claims primarily relating to or arising from any nVent Asset or the Electrical Business;

(iii) all issued and outstanding capital stock or other equity interests held by Pentair or its Subsidiaries in the Subsidiaries of Pentair that are listed on Schedule

2.2(a)(iii) (such Subsidiaries, the “ Transferred Entities ”) and all issued and outstanding capital stock or other equity interests held by Pentair or its Subsidiaries in the other entities set forth on Schedule 2.2(a)(iii) ;

(iv) all Assets reflected as assets of nVent and its Subsidiaries on the nVent Balance Sheet subject to any (A) dispositions of such Assets subsequent to the date of the nVent Balance Sheet and (B) Assets acquired by or for any member of the nVent Group subsequent to the Balance Sheet Date, which, had they been so acquired on or before such date and owned as of such date, would have been reflected on the nVent Balance Sheet if prepared on a consistent basis; provided that the amounts set forth on the nVent Balance Sheet with respect to any Assets shall not be treated as minimum amounts or limitations on the amount of such Assets that are included in the definition of nVent Assets pursuant to this clause (iv);

(v) subject to Section 6.3 , all rights, interests and claims of either Pentair or nVent or any of their respective Subsidiaries to any nVent Intellectual Property, nVent Software or nVent Technology;

(vi) all other rights, interests and claims of either Party or any of its Subsidiaries with respect to Information that is primarily related to the nVent Assets, the nVent Liabilities, the Electrical Business or the Transferred Entities and, subject to the provisions of the applicable Ancillary Agreements, a nonexclusive right to all Information that is related to the nVent Assets, the nVent Liabilities, the Electrical Business or the Transferred Entities (but is not primarily related to such matters);

(vii) subject to, and to the extent provided in, Article V , all rights of any member of the nVent Group under any Shared Policies, including any rights thereunder arising after the Effective Time in respect of any Policies that are occurrence policies;

(viii) all cash or cash equivalents, including any cash and cash equivalents that are restricted as to withdrawal or usage pursuant to a third party agreement, (%3) held by nVent Finance as of 11:59 p.m., New York City time, on the date preceding the date on which the transfer contemplated by Section 2.13(b) occurred, (%3) received by nVent Finance as the net proceeds of the $200,000,000 senior unsecured term loan made available to nVent Finance under the Credit Facility on April 25, 2018 and (%3) held by any Transferred Entity other than nVent Finance, as of the close of business on March 31, 2018, including any adjustments related to Transferred Entities in China, in each case as set forth on Schedule 2.2(a)(viii) (clauses (A), (B) and (C) together, the “ nVent Cash ”);

(ix) any cash or cash equivalents withdrawn from Pentair Accounts in accordance with Section 2.10(e) ;

(x) the Assets listed on Schedule 2.2(a)(x) ; and

(xi) except as contemplated by Section 2.5(b) , all Assets, other than Intellectual Property, Software and Technology, owned and used or held for use immediately prior to the Effective Time by Pentair or any of its Subsidiaries that are used primarily in the Electrical Business. The intention of this clause (xi) is only to rectify any inadvertent omission of transfer or conveyance of any Assets that, had the Parties given specific consideration to such Asset as of the date hereof, would have otherwise been classified as a nVent Asset. No Asset shall be deemed to be a nVent Asset solely as a

result of this clause (xi) if such Asset is within the category or type of Asset expressly covered by the terms of this Agreement or an Ancillary Agreement unless the Party claiming entitlement to such Asset can establish that the omission of the transfer or conveyance of such Asset was inadvertent.

Notwithstanding the foregoing, the nVent Assets shall not in any event include the Pentair Assets referred to in Section 2.2(b) .

(b) Except as otherwise set forth in the Employee Matters Agreement or the Tax Matters Agreement, for the purposes of this Agreement, “ Pentair Assets ” shall mean (without duplication):

(i) all Assets that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by, or transferred to, Pentair or any other member of the Pentair Group;

(ii) any cash or cash equivalents withdrawn from nVent Accounts in accordance with Section 2.10(e) ;

(iii) subject to Section 6.2 , all rights, interests and claims of either Pentair or nVent or any of their respective Subsidiaries to any Pentair Intellectual Property, Pentair Software or Pentair Technology;

(iv) all Shared Contracts (other than nVent Assets arising under any Shared Contracts);

(v) subject to, and to the extent provided in, Article V , all rights of any member of the Pentair Group under any Shared Policies, including any rights thereunder arising before or after the Effective Time in respect of such Policies;

(vi) the Assets listed on Schedule 2.2(b)(vi) ; and

(vii) subject to Section 2.2(a)(xi) , all Assets of any members of the Pentair Group that are not nVent Assets.

2.3 nVent Liabilities.

(a) Except as otherwise set forth in the Employee Matters Agreement or the Tax Matters Agreement, for the purposes of this Agreement, “ nVent Liabilities ” shall mean (without duplication):

(i) all Liabilities, including any Environmental Liabilities and any Liability relating to the protection of human and occupational health and safety, the protection or restoration of, or prevention of harm to, the environment or natural resources, to the extent relating to, arising out of or resulting from:

(A) the operation or ownership of the Electrical Business, as conducted at any time prior to, on or after the Distribution Date (including any Liability relating to, arising out of or resulting from any act or failure to act by any Representative (whether or not such act or failure to act is or was within such Person’s authority));

(B) the operation or ownership of any business conducted by any member of the nVent Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any Representative (whether or not such act or failure to act is or was within such Person’s authority)); or

(C) any nVent Assets (including any nVent Contracts and any nVent Assets arising under any Shared Contracts, to the extent related to the Electrical Business, and any real property and leasehold interests) in any such case whether arising before, on or after the Distribution Date;

(ii) all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed or retained by nVent or any other member of the nVent Group, and all agreements, obligations and Liabilities of any member of the nVent Group under this Agreement or any of the Ancillary Agreements;

(iii) all Liabilities relating to, arising out of or resulting from the nVent Financing Arrangements;

(iv) all Liabilities relating to, arising out of or resulting from the operation or conduct of the nVent Discontinued Operations;

(v) all Liabilities reflected as liabilities or obligations of nVent and its Subsidiaries on the nVent Balance Sheet subject to any (A) discharge of such Liabilities subsequent to the date of the nVent Balance Sheet and (B) Liabilities incurred by or for nVent or any member of the nVent Group subsequent to the Balance Sheet Date, which, had they been so incurred on or before such date, would have been reflected in the nVent Balance Sheet if prepared on a consistent basis; provided that the amounts set forth on the nVent Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of nVent Liabilities pursuant to this clause (v);

(vi) all Liabilities relating to, arising out of or resulting from the Actions listed on Schedule 2.3(a)(vi) ;

(vii) all Liabilities relating to, arising out of or resulting from the nVent Indebtedness;

(viii) all Liabilities arising out of claims made by Pentair’s or nVent’s respective directors, officers, shareholders, employees, agents, Subsidiaries or Affiliates against any member of the Pentair Group or the nVent Group to the extent relating to, arising out of or resulting from the Electrical Business or the other businesses, operations, activities or Liabilities referred to in clauses (i) through (vii) above, inclusive; and

(ix) the Liabilities listed on Schedule 2.3(a)(ix) .

Notwithstanding the foregoing, the nVent Liabilities shall not include the Pentair Liabilities referred to in Section 2.3(b) .

(b) Except as otherwise set forth in the Employee Matters Agreement or the Tax Matters Agreement, for the purposes of this Agreement, “ Pentair Liabilities ” shall mean (without duplication):

(i) all Liabilities that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained or assumed by Pentair or any other member of the Pentair Group, and all agreements and obligations of any member of the Pentair Group under this Agreement or any of the Ancillary Agreements;

(ii) all Liabilities of a member of the Pentair Group to the extent relating to, arising out of or resulting from the operation or ownership of any Pentair Assets (other than Liabilities arising under any Shared Contracts to the extent such Liabilities relate to the Electrical Business);

(iii) all Liabilities relating to, arising out of or resulting from the operation or conduct of the Pentair Discontinued Operations;

(iv) all Liabilities of any member of the Pentair Group and, prior to the Effective Time, any member of the nVent Group, in each case that are not nVent Liabilities;

(v) the Liabilities listed on Schedule 2.3(b)(v) ; and

(vi) all Liabilities expressly discharged under Section 2.8 .

2.4 Transfer of Pentair Assets; Assumption of Pentair Liabilities.

(a) To the extent any Pentair Asset is transferred or assigned to, or any Pentair Liability is assumed by, a member of the nVent Group upon consummation of the Distribution or is owned or held by a member of the nVent Group after the Effective Time, from and after the Distribution Date:

(i) nVent shall, and shall, to the extent permitted by applicable Law, cause its applicable Subsidiaries to, promptly assign, transfer, contribute, distribute, convey and deliver to Pentair or certain of its Subsidiaries designated by Pentair, and Pentair or such Subsidiaries shall accept from nVent and its applicable Subsidiaries, all of nVent’s and such Subsidiaries’ respective right, title and interest in and to such Pentair Assets; and

(ii) Pentair shall, and shall to the extent permitted by applicable Law, cause certain of its Subsidiaries designated by Pentair to promptly accept, assume and agree faithfully to perform, discharge and fulfill all such Pentair Liabilities in accordance with their respective terms.

(b) In furtherance of the assignment, transfer, contribution, distribution, conveyance and delivery of Pentair Assets and the assumption of Pentair Liabilities set forth in Sections 2.1(a)(iii) , 2.1(a)(iv) , 2.4(a)(i) and 2.4(a)(ii) and without any additional consideration therefor: (i) nVent shall execute and deliver, and shall, to the extent permitted by applicable Law, cause its applicable Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, contribution, distribution, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of nVent’s and its applicable Subsidiaries’ right, title and interest in and to the Pentair Assets to Pentair and its applicable Subsidiaries, and (ii) Pentair shall execute and deliver, and shall, to the extent permitted by applicable Law, cause its applicable

Subsidiaries to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Pentair Liabilities by Pentair and such Subsidiaries. All of the foregoing documents contemplated by this Section 2.4(b) shall be referred to collectively herein as the “ nVent Transfer Documents ” and, together with the Pentair Transfer Documents, the “ Transfer Documents .” In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Transfer Documents or any Ancillary Agreement, the Parties agree, on behalf of themselves and, to the extent permitted by applicable Law, any member of the Pentair Group or nVent Group, as applicable, that the terms of this Agreement will govern with respect to any such conflict or inconsistency (and then only to the extent provided therein). Further, the Parties shall execute and deliver, and shall, to the extent permitted by applicable Law, cause their applicable Subsidiaries to execute and deliver, any other forms, notarial deeds, instruments or other similar documents necessary pursuant to applicable Law to effect the assignment, transfer, conveyance and delivery or assumption of all of the rights and obligations, as applicable, contemplated in the nVent Transfer Documents (including any necessary notarizations, legalizations or other attestations and execution formalities to the extent required by applicable Law).

2.5 Approvals and Notifications.

(a) To the extent that the transfer or assignment of any Pentair Assets or the assumption of any Pentair Liabilities requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided , however , that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Pentair and nVent, neither Pentair nor nVent shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(b) If and to the extent that the valid, complete and perfected transfer or assignment to the Pentair Group of any Pentair Assets or the assumption by the Pentair Group of any Pentair Liabilities would be a violation of applicable Law, or require any Approval or Notification that has not been obtained or made on or before the Distribution Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Pentair Group of such Pentair Assets or the assumption by the Pentair Group of such Pentair Liabilities, as the case may be, shall, to the extent permitted by applicable Law, be automatically deemed deferred and any such purported transfer, assignment or assumption shall, to the extent permitted by applicable Law, be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such Pentair Assets or Pentair Liabilities shall continue to constitute Pentair Assets or Pentair Liabilities for all other purposes of this Agreement.

(c) If any transfer or assignment of any Pentair Asset or any assumption of any Pentair Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Distribution Date whether as a result of the provisions of Section 2.5(b) or for any other reason, then, insofar as reasonably possible and to the extent permitted by applicable Law, the member of the nVent Group holding or owning such Pentair Asset or such Pentair Liability, as the case may be, shall thereafter hold such Pentair Asset or Pentair Liability, as the case may be, for the use and benefit of the member of the Pentair Group entitled thereto (at the expense of the member of the Pentair Group entitled thereto). In addition, the member of the nVent Group retaining such Pentair Asset or such Pentair Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Pentair Asset or Pentair Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the Pentair

Group to whom such Pentair Asset is to be transferred or assigned, or which will assume such Pentair Liability, as the case may be, in order to place such member of the Pentair Group in a substantially similar position as if such Pentair Asset or Pentair Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Pentair Asset or Pentair Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Pentair Asset or Pentair Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Distribution Date to the Pentair Group.

(d) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Pentair Asset or the deferral of assumption of any Pentair Liability pursuant to Section 2.5(b) , are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Pentair Asset or the assumption of any Pentair Liability have been removed, the transfer or assignment of the applicable Pentair Asset or the assumption of the applicable Pentair Liability, as the case may be, shall, to the extent permitted by applicable Law, be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(e) Any member of the nVent Group retaining a Pentair Asset or Pentair Liability due to the deferral of the transfer or assignment of such Pentair Asset or the deferral of the assumption of such Pentair Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by Pentair or the member of the Pentair Group entitled to the Pentair Asset or Pentair Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Pentair or, to the extent permitted by applicable Law, the member of the Pentair Group entitled to such Pentair Asset or Pentair Liability.

(f) To the extent that the transfer or assignment of any nVent Asset, the assumption of any nVent Liability, the Separation, or the Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided , however , that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Pentair and nVent, neither Pentair nor nVent shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(g) If and to the extent that the valid, complete and perfected transfer or assignment to the nVent Group of any nVent Assets or the assumption by the nVent Group of any nVent Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation or the Distribution that have not been obtained or made on or before the Distribution Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the nVent Group of such nVent Assets or the assumption by the nVent Group of such nVent Liabilities, as the case may be, shall, to the extent permitted by applicable Law, be automatically deemed deferred and any such purported transfer, assignment or assumption shall, to the extent permitted by applicable Law, be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such nVent Assets or nVent Liabilities shall continue to constitute nVent Assets and nVent Liabilities for all other purposes of this Agreement.

(h) If any transfer or assignment of any nVent Asset or any assumption of any nVent Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Distribution Date, whether as a result of the provisions of Section 2.5(g) or for any other reason, then, insofar as reasonably possible, and, to the extent permitted by applicable Law, the member of the Pentair Group retaining such nVent Asset or such nVent Liability, as the case

may be, shall thereafter hold such nVent Asset or nVent Liability, as the case may be, for the use and benefit of the member of the nVent Group entitled thereto (at the expense of the member of the nVent Group entitled thereto). In addition, the member of the Pentair Group retaining such nVent Asset or such nVent Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such nVent Asset or nVent Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the nVent Group to whom such nVent Asset is to be transferred or assigned, or which will assume such nVent Liability, as the case may be, in order to place such member of the nVent Group in a substantially similar position as if such nVent Asset or nVent Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such nVent Asset or nVent Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such nVent Asset or nVent Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Distribution Date to the nVent Group.

(i) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any nVent Asset or the deferral of assumption of any nVent Liability pursuant to Section 2.5(g) , are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any nVent Asset or the assumption of any nVent Liability have been removed, the transfer or assignment of the applicable nVent Asset or the assumption of the applicable nVent Liability, as the case may be, shall, to the extent permitted by applicable Law, be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(j) Any member of the Pentair Group retaining a nVent Asset or nVent Liability due to the deferral of the transfer or assignment of such nVent Asset or the deferral of the assumption of such nVent Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by nVent or the member of the nVent Group entitled to the nVent Asset or nVent Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by nVent or, to the extent permitted by applicable Law, the member of the nVent Group entitled to such nVent Asset or nVent Liability.

2.6 Novation of nVent Liabilities.

(a) To the fullest extent permitted by applicable Law, each of Pentair and nVent, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment (including any Approvals or Notifications) required to novate or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute nVent Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the nVent Group, so that, in any such case, the members of the nVent Group will be solely responsible for such Liabilities; provided , however , that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Pentair nor nVent shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any such consent, substitution, approval, amendment or release (including any Approvals or Notifications) is requested.

equivalent under applicable Law for such member of the Pentair Group, as the case may be, (i) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Pentair Group that constitute Unreleased nVent Liabilities from and after the Distribution Date and (ii) use its commercially reasonable efforts to effect such payment, performance, or discharge prior to any demand for such payment, performance, or discharge is permitted to be made by the obligee thereunder on any member of the Pentair Group. If and when any such consent, substitution, approval, amendment or release (including any Approvals or Notifications) shall be obtained or the Unreleased nVent Liabilities shall otherwise become assignable or able to be novated, Pentair shall promptly assign, or cause, to the extent permitted by applicable Law, to be assigned, and nVent shall, and shall cause, to the extent permitted by applicable Law, the applicable nVent Group member to assume such Unreleased nVent Liabilities without exchange of further consideration.

2.7 Novation of Pentair Liabilities.

(a) To the fullest extent permitted by applicable Law, each of Pentair and nVent, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment (including any Approvals or Notifications) required to novate or assign all obligations under agreements, leases, licenses and other obligations or Liabilities for which a member of the Pentair Group and a member of the nVent Group are jointly or severally liable and that constitute Pentair Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the Pentair Group, so that, in any such case, the members of the Pentair Group will be solely responsible for such Liabilities; provided , however , that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Pentair nor nVent shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any such consent, substitution, approval, amendment or release (including any Approvals or Notifications) is requested.

(b) If Pentair or nVent is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release (including any Approvals or Notifications) and the applicable member of the nVent Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “ Unreleased Pentair Liability ”), Pentair shall, to the extent permitted and not prohibited by applicable Law, as indemnitor, guarantor, agent, subcontractor or equivalent under applicable Law for such member of the nVent Group, as the case may be, (i) pay, perform and discharge fully all the obligations or other Liabilities of such member of the nVent Group that constitute Unreleased Pentair Liabilities from and after the Distribution Date and (ii) use its commercially reasonable efforts to effect such payment, performance, or discharge prior to any demand for such payment, performance, or discharge is permitted to be made by the obligee thereunder on any member of the nVent Group. If and when any such consent, substitution, approval, amendment or release (including any Approvals or Notifications) shall be obtained or the Unreleased Pentair Liabilities shall otherwise become assignable or able to be novated, nVent shall promptly assign, or cause, to the extent permitted by applicable Law, to be assigned, and Pentair shall, and shall cause, to the extent permitted by applicable Law, the applicable Pentair Group member to assume, such Unreleased Pentair Liabilities without exchange of further consideration.

2.8 Intercompany Agreements and Arrangements .

(a) Except as set forth in Section 2.8(b) , in furtherance of the releases and other provisions of Section 4.1 , nVent shall, and shall cause, to the extent permitted by applicable Law, each member of the nVent Group, on the one hand, and Pentair shall, and shall cause, to the extent permitted by applicable Law, each member of the Pentair Group, on the other hand, to satisfy, settle in full or

otherwise cancel, terminate or extinguish (in each case with no further liability or obligation) all agreements, arrangements, commitments or understandings, whether or not in writing, between or among nVent and/or any member of the nVent Group, on the one hand, and Pentair and/or any member of the Pentair Group, on the other hand, or cause, to the extent permitted by applicable Law for the substitution of itself as a party to such agreements, arrangements, commitments or understandings by nVent and/or any member of the nVent Group or Pentair and/or any member of the Pentair Group as the case may be, effective as of the Effective Time. No such satisfied, settled or terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of any other Party, take, or, to the extent permitted by applicable Law, cause to be taken such other actions as may be necessary pursuant to applicable Law to effect the foregoing.

(b) The provisions of Section 2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued following the Effective Time); (ii) any agreements, arrangements, commitments or understandings to which any Person other than the Parties and their respective Affiliates is a party; (iii) any Intercompany Balances accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.8(c) ; (iv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Pentair or nVent, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (v) any Shared Contracts; (vi) any agreements, arrangements, commitments or understandings relating to the purchase and sale of products in the ordinary course of business between any member of the nVent Group and any member of the Pentair Group; (vii) the Reorganization Agreements; (viii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive past the Effective Time; (ix) any tax consolidation arrangements of any member of the Pentair Group, on one hand, and any member of the nVent Group, on the other hand, as otherwise provided for in the Tax Matters Agreement; and (x) the Intercompany Agreements.

(c) All Intercompany Balances outstanding as of the date hereof shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, distribution, capital contribution, waiver, a combination of the foregoing or otherwise, as determined by Pentair.

2.9 Treatment of Shared Contracts.

(a) Without limiting the generality of the obligations set forth in Section 2.1 , unless the Parties otherwise agree or the benefits of any contract, agreement, arrangement, commitment or understanding described in this Section 2.9 are expressly conveyed to the applicable Party pursuant to this Agreement or an Ancillary Agreement, (i) any contract, agreement, arrangement, commitment or understanding that is listed on Schedule 2.9(a) shall, to the extent permitted by applicable Law, be assigned in part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, on or after the Distribution Date, so that each Party or the members of its respective Group shall, as of the Distribution Date, be entitled to the rights and benefits, and shall, to the extent permitted by applicable Law, assume the related portion of any Liabilities, inuring to its respective businesses, in each case, in accordance with the allocation of benefits and burdens set forth on Schedule 2.9(a) , and (ii) (A) any contract, agreement, arrangement, commitment or understanding that is

a Pentair Asset or Pentair Liability but, prior to the Effective Time, inured in part to the benefit or burden of any member of the nVent Group (other than any such contract, agreement, arrangement, commitment or understanding covering substantially the same services or arrangements that are covered by a contract, agreement, arrangement, commitment or understanding entered into by a member of the nVent Group in connection with the Separation), and (B) any contract, agreement, arrangement, commitment or understanding that is a nVent Asset or a nVent Liability but, prior to the Effective Time, inured in part to the benefit or burden of any member of the Pentair Group (other than any such contract, agreement, arrangement, commitment or understanding covering substantially the same services or arrangements that are covered by a contract, agreement, arrangement, commitment or understanding entered into by a member of the Pentair Group in connection with the Separation), shall be assigned in part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, on or after the Distribution Date, so that each Party or, to the extent permitted by applicable Law, the members of its respective Group shall, as of the Distribution Date, be entitled to the rights and benefits, and shall, to the extent permitted by applicable Law, assume the related portion of any Liabilities, inuring to its respective businesses (any contract, agreement, arrangement, commitment or understanding referred to in clause (i) or (ii) above, a “ Shared Contract ”); provided , however , that, in the case of each of clause (i) and (ii), (1) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled) and (2) (y) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or if such assignment or amendment would impair the benefit the Parties thereto derive from such Shared Contract, then the Parties shall, and shall, to the extent permitted by applicable Law, cause each of their respective Subsidiaries to, take such other reasonable and permissible actions (including by providing prompt notice to the other Party with respect to any relevant claim of Liability or other relevant matters arising in connection with a Shared Contract so as to allow such other Party the ability to exercise any applicable rights under such Shared Contract) to cause a member of the nVent Group or the Pentair Group, as the case may be, to receive the rights and benefits of that portion of each Shared Contract that relates to the Electrical Business or the Pentair Business, as the case may be (in each case, to the extent so related), as if such Shared Contract had been assigned to (or amended to allow) a member of the applicable Group pursuant to this Section 2.9 , and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement), as if such Liabilities had been assumed by a member of the applicable Group pursuant to this Section 2.9 and (z) the Party to which the benefit of such Shared Contract inures in part shall use commercially reasonable efforts to enter into a separate contract pursuant to which it procures such rights and obligations as are necessary such that it no longer needs to avail itself of the arrangements provided pursuant to this Section 2.9 .

(b) Each of Pentair and nVent shall, and shall, to the extent permitted by applicable Law, cause the members of its Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective businesses as Assets owned by, and/or Liabilities of, as applicable, such Party, or its subsidiaries, as applicable, not later than the Distribution Date, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law).

(c) Nothing in this Section 2.9 shall require any member of any Group to make any payment (except to the extent advanced, assumed or agreed in advance to be reimbursed by any member of the other Group), incur any obligation or grant any concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.9 .

2.10 Bank Accounts; Cash Balances.

(a) Pentair and nVent each agrees to take, or cause, to the extent permitted by applicable Law, the respective members of their respective Groups to take, on the Distribution Date (or such earlier time as Pentair and nVent may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by nVent or any other member of the nVent Group (collectively, the “ nVent Accounts ”) and all contracts or agreements governing each bank or brokerage account owned by Pentair or any other member of the Pentair Group (collectively, the “ Pentair Accounts ”) so that each such nVent Account and Pentair Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to) to any Pentair Account or nVent Account, respectively, is delinked from such Pentair Account or nVent Account, respectively.

(b) It is intended that, following consummation of the actions contemplated by Section 2.10(a) , there will be in place a centralized cash management process pursuant to which the nVent Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by nVent.

(c) It is intended that, following consummation of the actions contemplated by Section 2.10(a) , there will continue to be in place a centralized cash management process pursuant to which the Pentair Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Pentair.

(d) With respect to any outstanding payments initiated by Pentair, nVent or any of their respective Subsidiaries prior to the Effective Time, such outstanding payments shall be honored following the Effective Time by the Person or Group owning the account from which the payment was initiated.

(e) As between Pentair and nVent (and the members of their respective Groups) all payments made and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a business, Asset or Liability of the other Party (or member of its Group) shall be held by such Party in trust, subject to, and where recognized by, applicable Law, for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall, to the extent permitted by applicable Law, cause the applicable member of its Group to pay over, to the other Party the amount of such payment or reimbursement without right of set-off.

2.11 Ancillary Agreements . Effective on or prior to the Distribution Date, each of Pentair and nVent will execute and deliver all Ancillary Agreements to which it is a party.

2.12 Disclaimer of Representations and Warranties . EACH OF PENTAIR (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PENTAIR GROUP) AND NVENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE NVENT GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY REORGANIZATION AGREEMENT OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, ANY REORGANIZATION AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT, ANY REORGANIZATION AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS, NOTIFICATIONS OR APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE

OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN ANY REORGANIZATION AGREEMENT OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, EXCEPT AS OTHERWISE AGREED BY PENTAIR, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

2.13 nVent Financing Arrangements .

(a) Prior to or as of the date hereof, nVent, nVent Finance, Pentair, Pentair Investments and Pentair Technical Products entered into the nVent Financing Arrangements. nVent shall, and to the extent permitted by applicable Law, cause its Subsidiaries to take all such reasonable action as Pentair shall request after the date hereof to ensure that nVent and its Subsidiaries, as the case may be, shall be solely and exclusively liable for all obligations under the nVent Financing Arrangements and each of Pentair and any other member of the Pentair Group are, to the fullest extent permitted by applicable Law, released and discharged of all of their obligations thereunder as of the Distribution Date.

(b) On or prior to the Distribution Date, nVent Finance shall have transferred to Pentair Finance S.à r.l., a société à responsabilité limitée organized under the Laws of the Grand Duchy of Luxembourg, an amount in cash that equals (i) the amount of the nVent Cash less (ii) $50,000,000.

2.14 Transfer of Information . In fulfillment of its obligation to deliver to nVent Finance, or the applicable nVent Designees, Information comprised within the nVent Assets (“ nVent Information ”) and to enable nVent Finance to carry on the Electrical Business in the manner carried on immediately prior to the Distribution Date, Pentair shall be responsible for separating nVent Information from Pentair Information in accordance with the System Separation Approaches outlined in Part 1 of Schedule 2.14 . To the extent full separation of nVent Information and Pentair Information will not be implemented by the Distribution Date, Pentair and nVent Finance shall implement the mitigations outlined in Part 2 of Schedule 2.14 to address the risks associated with such non-separation of high risk systems. Pentair shall deliver the nVent Information to nVent Finance in the same format in which the nVent Information was stored by or on behalf of Pentair, provided it is readable by commercially available Software.

ARTICLE III
THE DISTRIBUTION

3.1 The Distribution .

(a) Subject to the terms and conditions of this Agreement (including the conditions set out in Section 3.3 ), Pentair agrees that, on the Distribution Date and with effect from the Effective

Time, it will take all necessary steps to effect the Distribution (including, without limitation, the Contribution).

(b) nVent agrees that the nVent Ordinary Shares shall be allotted credited as fully paid up and free from any liens, charges and encumbrances whatsoever and shall have the rights described in the Amended and Restated Memorandum and Articles of Association adopted pursuant to Section 3.2(d) .

(c) Notwithstanding any other provision of this Agreement, Pentair shall, in its sole and absolute discretion, determine the Distribution Date and all terms of the Distribution, including, without limitation, the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing and conditions to the consummation of the Distribution. In addition, Pentair may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution, including, without limitation, by accelerating or delaying the timing of the consummation of all or part of the Distribution. For the avoidance of doubt, nothing in the foregoing shall in any way limit Pentair’s right to terminate this Agreement or the Distribution as set forth in Article X or alter the consequences of any such termination from those specified in such Article.

(d) nVent shall cooperate with Pentair to accomplish the Distribution and shall, at Pentair’s direction, promptly take all actions necessary or desirable to effect the Distribution, including, without limitation, the registration under the Exchange Act of nVent Ordinary Shares on an appropriate registration form or forms to be designated by Pentair. Pentair shall select any investment bank or manager in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for Pentair. nVent and Pentair, as the case may be, will provide to the Agent any information required in order to complete the Distribution.

3.2 Actions Prior to the Distribution .

(a) Pentair and nVent shall prepare and mail (or deliver by electronic means where not prohibited by Law), prior to the Distribution Date, to the holders of Pentair Ordinary Shares, such information concerning nVent, its business, operations and management, the Distribution and such other matters as Pentair shall reasonably determine and as may be required by Law. Pentair and nVent will prepare, and nVent will, to the extent required under applicable Law, file with the SEC any such documentation, including the Form 10 (and any amendments or supplements thereto as may be required by the SEC or federal, state or foreign securities Laws) and any requisite no-action letters which Pentair determines are necessary or desirable to effectuate the Distribution and Pentair and nVent shall each use its commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.

(b) Pentair and nVent shall take all such action as may be necessary or appropriate under the securities or blue sky Laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.

(c) nVent shall prepare and file, and shall use its commercially reasonable efforts to (i) give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 204.21 under the NYSE Listed Company Manual and (ii) have approved, an application for the listing of the nVent Ordinary Shares on the NYSE, subject to official notice of issuance.

(d) Pentair and nVent shall take all such action as may be necessary or appropriate to provide for the adoption by nVent of the Amended and Restated Memorandum and Articles of Association in such form as may be reasonably determined by Pentair and nVent.

(e) nVent shall use commercially reasonable efforts in preparing, filing with the SEC and causing to become effective, as soon as reasonably practicable (but in any case prior to the Effective Time), an effective registration statement or amendments thereof which are required in connection with the establishment of, or amendments to, any employee benefit plans of nVent.

(f) On or prior to the Distribution Date, Pentair shall take all necessary action to cause the nVent Board to include, at the Effective Time, the individuals identified in the Information Statement as directors of nVent.

(g) On or prior to the Distribution Date, Pentair shall take all necessary action to cause the individuals identified as such in the Information Statement to be officers of nVent as of the Effective Time.

(h) On or prior to the Distribution Date or as soon thereafter as practicable, (i) Pentair shall cause all its employees and any employees of its Subsidiaries (excluding any employees of any member of the nVent Group) to resign or be removed, effective as of the Effective Time, from all positions as officers or directors of any member of the nVent Group in which they serve, and (ii) nVent shall cause all its employees and any employees of its Subsidiaries to resign, effective as of the Effective Time, from all positions as officers or directors of any members of the Pentair Group in which they serve. No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the Information Statement as the Person who is to hold such position or office following the Distribution.

(i) Pentair shall take all such action as may be necessary or appropriate so that, prior to the Distribution, the board of directors of nVent Finance shall meet to consider, and if thought fit, approve: (i) the transfer of its entire issued share capital from Pentair to nVent, conditional only upon the Distribution being effected; and (ii) the updating of all statutory registers to reflect such transfer.

(j) Pentair shall enter into a distribution agent agreement with the Agent or otherwise provide instructions regarding the Distribution.

(k) Pentair and nVent shall take all actions as may be necessary to approve the grants or adjusted equity awards by Pentair (in respect of Pentair Ordinary Shares) and nVent (in respect of nVent Ordinary Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.

(l) Subject to Section 6.2 , nVent shall use commercially reasonable efforts, and shall, to the extent permitted by applicable Law, cause all members of the nVent Group to use commercially reasonable efforts to, remove all references to Pentair and other Pentair-related names listed on Schedule 3.2(l) .

3.3 Conditions to Distribution .

(a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Pentair in its sole and absolute discretion, of the following conditions:

(i) The continued validity of a private letter ruling received by Pentair from the IRS (the “ IRS Ruling ”) prior to the date hereof in connection with the transactions contemplated hereby, which shall continue in full force and effect and which shall not be modified or amended in any respect adversely affecting the intended tax-free treatment of the Distribution and certain related transactions.

(ii) The receipt of a tax opinion from Deloitte Tax LLP, tax counsel to Pentair, dated as of the Distribution Date to be in form and substance satisfactory to Pentair in its sole and absolute discretion, which tax opinion shall rely on the effectiveness of the IRS Ruling, substantially to the effect that, subject to the accuracy of and compliance with certain representations, assumptions and covenants, the Distribution and certain related transactions will qualify for non-recognition of gain or loss to Pentair or its shareholders pursuant to Sections 355 and related provisions of the Code, except to the extent of cash received in lieu of fractional shares.

(iii) The steps in the Plan of Reorganization shall have been completed in all material respects.

(iv) The financing contemplated to be obtained in connection with the Separation as described in Section 2.13 shall have been obtained.

(v) Each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto.

(vi) No order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending, threatened, issued or in effect.

(vii) The actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities Laws or blue sky Laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted.

(viii) All Governmental Approvals necessary to consummate the Separation, the Distribution and the transactions related thereto and to permit the operation of the Electrical Business after the Distribution Date shall have been obtained and be in full force and effect.

(ix) The Separation and the Distribution shall not violate or result in a breach of applicable Law or any material contract of Pentair or nVent or any of their respective Subsidiaries.

(x) The approval for listing on the NYSE for the nVent Ordinary Shares to be delivered to the Pentair shareholders in the Distribution shall have been obtained, subject to official notice of issuance.

(xi) The SEC declaring effective the Form 10, with no order suspending the effectiveness of the Form 10 in effect and no proceedings for such purposes pending before or threatened by the SEC.

(xii) The Information Statement and such other information concerning nVent, its business, operations and management, the Distribution and such other matters as Pentair shall determine in its sole and absolute discretion and as may otherwise be required by Law shall have been mailed (or delivered by electronic means where not prohibited by Law) to the Qualifying Pentair Shareholders.

(xiii) The Pentair Board shall have authorized the Distribution, which authorization may be given or withheld at its absolute and sole discretion.

(xiv) No other events or developments shall exist or shall have occurred that, in the judgment of the Pentair Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions related thereto.

(b) The foregoing conditions are for the sole benefit of Qualifying Pentair Shareholders and shall not give rise to or create any duty on the part of Pentair or the Pentair Board to waive or not waive such conditions or in any way limit Pentair’s right to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article. Any determination made by the Pentair Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.3 shall be conclusive and binding on the Parties.

3.4 Certain Stockholder Matters .

(a) Subject to Section 3.3 , on or prior to the Distribution Date, nVent will deliver to the Agent for the benefit of Qualifying Pentair Shareholders all of the nVent Ordinary Shares to be delivered in the Distribution, and shall, to the extent permitted by applicable Law, cause the transfer agent for the Pentair Ordinary Shares to instruct the Agent to distribute on the Distribution Date the appropriate number of nVent Ordinary Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. nVent will not issue paper stock certificates. The Distribution shall be effective at the Effective Time.

(b) Subject to Section 3.3 , each Qualifying Pentair Shareholder will be entitled to receive in the Distribution a number of whole nVent Ordinary Shares equal to the number of Pentair Ordinary Shares held by such holder on the Record Date multiplied by the Distribution Ratio and rounded down to the nearest whole number, with any residual fractional interest dealt with in accordance with paragraph (c) below.

(c) No fractional interests in nVent Ordinary Shares will be distributed or credited to book-entry accounts in connection with the Distribution. As soon as practicable after the Distribution Date, nVent shall direct the Agent to determine the fractional interests in nVent Ordinary Shares which would have been allocable to each holder of record or beneficial owner of Pentair Ordinary Shares as of the Record Date had no rounding down occurred as part of the calculation in Section 3.4(b) , to aggregate all such fractional interests into whole nVent Ordinary Shares and to sell those whole shares in open market transactions (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make such sales), and to cause to be distributed to each such holder or for the benefit of each such beneficial owner, in lieu of any fractional interest, such holder’s or owner’s ratable share of the proceeds of such sale, after deducting any Taxes required to be withheld and after deducting an amount equal to all brokerage charges, commissions and transfer Taxes attributed to such sale. Neither Pentair nor nVent will be required to guarantee any minimum sale price for the relevant nVent Ordinary Shares. Neither Pentair nor nVent will be required to pay any interest on the proceeds from the sale of such nVent Ordinary Shares.

(d) Until the nVent Ordinary Shares are delivered in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, nVent will regard the Persons entitled to receive such nVent Ordinary Shares as record holders of nVent Ordinary Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. nVent agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to

receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the nVent Ordinary Shares then held by such holder, and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the nVent Ordinary Shares then held by such holder.

(e) Immediately following the Effective Time, nVent shall acquire by surrender, for no consideration, the Initial Share Capital (with the exception of the Initial nVent Preferred Share) and, immediately following the issuance of a bonus preferred share (the “ Bonus Share ”) to the holder of the Initial nVent Preferred Share (such issuance to occur no earlier than a day after the Distribution Date ) , nVent shall acquire by surrender, for no consideration, the Initial nVent Preferred Share and the Bonus Share.

ARTICLE IV
MUTUAL RELEASES; INDEMNIFICATION

4.1 Release of Pre-Distribution Claims .

(a) Except as provided in (i) Sections 4.1(c) and 4.1(d) and (ii) any Ancillary Agreement, effective as of the Effective Time, nVent does hereby, for itself and, to the extent permitted by applicable Law, each other member of the nVent Group, their respective Affiliates (other than any member of the Pentair Group), successors and assigns, and all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the nVent Group (in each case, in their respective capacities as such), remise, release and forever discharge Pentair and the members of the Pentair Group, their respective Affiliates (other than any member of the nVent Group), successors and assigns, and all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Pentair Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, including in connection with (x) the transactions and all other activities to implement the Separation and the Distribution and (y) any nVent Liabilities existing or arising from the insurance policies written by nVent Insurance Company.

(b) Except as provided in (i) Sections 4.1(c) and 4.1(d) and (ii) any Ancillary Agreement, effective as of the Effective Time, Pentair does hereby, for itself and, to the extent permitted by applicable Law, each other member of the Pentair Group, their respective Affiliates (other than any member of the nVent Group), successors and assigns, and all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the Pentair Group (in each case, in their respective capacities as such), remise, release and forever discharge nVent, the respective members of the nVent Group, their respective Affiliates (other than any member of the Pentair Group), successors and assigns, and all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the nVent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from all Liabilities whatsoever, whether at Law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Effective Time, including in connection with (x) the transactions and all other activities to implement the Separation and

the Distribution and (y) any Pentair Liabilities existing or arising from the insurance policies written by Penwald Insurance Company and other in-force Policies maintained by the Pentair Group.

(c) Nothing contained in Section 4.1(a) or (b) shall impair or otherwise affect any right of either Party or their respective Subsidiaries to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.8(b) or the applicable Schedules thereto not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 4.1(a) or (b) shall release any Person from:

(i) any Liability provided in or resulting from any agreement among any members of the Pentair Group or the nVent Group that is specified in Section 2.8(b) or the applicable Schedules thereto as not to terminate as of the Effective Time, or any other Liability specified in such Section 2.8(b) as not to terminate as of the Effective Time;

(ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii) any Liability for the sale, lease or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Effective Time;

(iv) any Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of the other Group;

(v) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, any Ancillary Agreement or otherwise for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article IV and Article V and, if applicable, the appropriate provisions of the Ancillary Agreements;

(vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1 ;

(vii) any Liability provided in or resulting from any other contract, agreement or understanding that is entered into after the Effective Time by either Party (and/or a member of that Party’s Group) on the one hand and the other Party (and/or a member of such other Party’s Group) on the other hand;

(viii) any Liability for amounts for claims that are (A) in excess of applicable insurance coverage available under any in-force Policies or (B) denied by the applicable insurer or insurers; or

(ix) any Liability for acts of fraud.

In addition, nothing contained in Section 4.1(a) shall release any member of the Pentair Group from honoring its existing obligations to indemnify any director, officer or employee of nVent who was a director, officer or employee of any member of the Pentair Group on or prior to the Distribution Date, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to such indemnification pursuant to then-existing

obligations; it being understood that, if the underlying obligation giving rise to such Action is a nVent Liability, nVent shall indemnify, or procure from a Subsidiary the effective indemnification of, Pentair for such Liability (including Pentair’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article IV .

(d) Nothing contained in Section 4.1(a) or Section 4.1(b) shall release any Person from Liability resulting from any breach of the Data Protection Laws caused by that Person acting as a data processor on behalf of the other Person as data controller.

(e) nVent shall not make, and shall not, to the extent permitted by applicable Law, permit any member of the nVent Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Pentair or any other member of the Pentair Group, or any other Person released pursuant to Section 4.1(a) , with respect to any Liabilities released pursuant to Section 4.1(a) . Pentair shall not make, and shall not, to the extent permitted by applicable Law, permit any member of the Pentair Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against nVent or any other member of the nVent Group, or any other Person released pursuant to Section 4.1(b) , with respect to any Liabilities released pursuant to Section 4.1(b) .

(f) It is the intent of each of Pentair and nVent, by virtue of the provisions of this Section 4.1 , to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Distribution Date, between or among nVent or any other member of the nVent Group, on the one hand, and Pentair or any other member of the Pentair Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Distribution Date), except as expressly set forth in Section 4.1(c) . At any time, at the request of any other Party, each Party shall, to the extent permitted by applicable Law, cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

(g) Any breach of the provisions of this Section 4.1 by either Pentair or nVent shall entitle the other Party to recover reasonable fees and expenses of counsel in connection with such breach or any Action resulting from such breach.

(h) Notwithstanding the foregoing, this Section 4.1 shall not apply to any Liabilities arising as a result of any member of the Pentair Group, on one hand, and any member of the nVent Group, on the other hand, having been members of the same consolidation for the purposes of non-U.S. Taxes, which Liabilities shall be dealt with pursuant to the terms and conditions of the Tax Matters Agreement.

4.2 Indemnification by nVent . Except as provided in Section 4.4 , nVent shall, and shall, to the extent permitted by applicable Law, cause the other members of the nVent Group to, indemnify, defend and hold harmless Pentair, each member of the Pentair Group and each of their respective directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ Pentair Indemnitees ”), from and against all Liabilities of the Pentair Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) the failure of nVent or any other member of the nVent Group or any other Person to pay, perform or otherwise promptly discharge any nVent Liabilities or nVent Contract in accordance with their respective terms, whether prior to, on or after the Distribution Date;

(b) the Electrical Business (except to the extent it relates to a Pentair Liability and other than the conduct of business operations or activities for the benefit of the Pentair Group pursuant to any Ancillary Agreement), any nVent Liability or any nVent Contract;

(d) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10, the Information Statement, the preliminary or final offering memorandum with respect to the Senior Notes or any other Disclosure Document, in each case, as amended or supplemented.

4.3 Indemnification by Pentair . Pentair shall, and shall, to the extent permitted by applicable Law, cause the other members of the Pentair Group to, indemnify, defend and hold harmless nVent, each member of the nVent Group and each of their respective directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ nVent Indemnitees ”), from and against all Liabilities of the nVent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) the failure of Pentair or any other member of the Pentair Group or any other Person to pay, perform or otherwise promptly discharge any Pentair Liabilities or Pentair Contract in accordance with their respective terms, whether prior to, on or after the Distribution Date;

(b) the Pentair Business (except to the extent it relates to a nVent Liability and other than the conduct of business, operations or activities for the benefit of the nVent Group pursuant to any Ancillary Agreement), any Pentair Liability or any Pentair Contract; and

4.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a) The Parties intend that any Liability subject to indemnification or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds. Accordingly, the amount which any Party (an “ Indemnifying Party ”) is required to pay to any Person entitled to indemnification hereunder (an “ Indemnitee ”) will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “ Indemnity Payment ”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” ( i.e. , a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Nothing contained in this Agreement or any Ancillary Agreement shall obligate any member of any Group to seek to collect or recover any Insurance Proceeds.

(c) The Parties intend that any indemnification or reimbursement payment in respect of a Liability pursuant to this Article IV or Article V shall be (i) reduced by the Tax Benefit (as defined in the Tax Matters Agreement), if any, realized by such indemnified or reimbursed Person as a result of the matters giving rise to such payment and (ii) increased so that the amount of such payment, reduced by the amount of all Income Taxes (as defined in the Tax Matters Agreement) payable with respect to the receipt thereof (but taking into account, for the avoidance of doubt, all correlative Tax Benefit resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Person receiving such payment would otherwise be entitled to receive pursuant to this Agreement.

4.5 Procedures for Indemnification of Third-Party Claims .

(a) If an Indemnitee shall receive notice by a Person (including any Governmental Authority) who is not a member of the Pentair Group or the nVent Group of any claim or of the commencement by any such Person of any Action (collectively, a “ Third-Party Claim ”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.2 or 4.3 , or any other Section of this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and no later than thirty (30) days or sooner, if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 4.5(a) .

(b) An Indemnifying Party may elect to defend (and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel (at the sole cost and expense of the Indemnitee) and to be apprised of or updated with respect to (but not control or participate in) the defense, compromise or settlement thereof.

(c) If an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnitee of its election as provided in Section 4.5(b) , such Indemnitee may defend such Third-Party Claim at the cost and expense of the Indemnifying Party.

(d) Unless the Indemnifying Party has failed to assume the defense of the Third-Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise or attempt to settle or compromise, any Third-Party Claim without the consent of the Indemnifying Party, except for any portion of Liabilities not related to any reservations or exceptions made by the Indemnifying Party.

(e) In the case of a Third-Party Claim, no Indemnifying Party shall attempt to consent or consent to entry of any judgment or attempt to enter into or enter into any settlement of the Third-Party Claim without the consent, which shall not be unreasonably withheld, of the Indemnitee if the

effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly against any Indemnitee.

(f) For the avoidance of doubt, the provisions of this Article IV shall apply to Third-Party Claims that have already been asserted as well as Third-Party Claims asserted after the date hereof, and there shall be no requirement under this Section 4.5 to give notice with respect to any Third-Party Claims that have already been asserted as of the Effective Time.

4.6 Additional Matters .

(a) Indemnification payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification under this Article IV shall be paid by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnity agreements contained in this Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, (ii) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification hereunder and (iii) any termination of this Agreement.

(b) Any claim on account of a Liability which does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements.

(c) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(d) In the event of an Action in which the Indemnifying Party is not a named defendant, if the Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in this Section 4.6 , and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement.

(e) For all claims as to which indemnification or contribution is provided under this Article IV , other than Third-Party Claims (as to which Section 4.5 shall apply), the reasonable fees and expenses of counsel to the Indemnitee for the enforcement of the indemnity obligations shall be borne by the Indemnifying Party.

(f) Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any nVent Liabilities by nVent or a member of the nVent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Pentair Liabilities by Pentair or a member of the Pentair Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason or (c) the provisions of this Article IV are void or unenforceable for any reason.

4.7 Remedies Cumulative . The remedies provided in this Article IV shall be cumulative and, subject to the provisions of Article VIII , shall not preclude assertion by any Indemnitee of any other rights or the seeking of all other remedies against any Indemnifying Party.

4.8 Survival of Indemnities . The rights and obligations of each of Pentair and nVent and their respective Indemnitees under this Article IV shall survive the sale or other transfer by any Party of any Assets or businesses or the assignment by it of any Liabilities.

4.9 Guarantees, Letters of Credit or Other Obligations . In furtherance of, and not in limitation of, the obligations set forth in Section 2.6 and this Article IV :

(a) Except as otherwise specified in any Ancillary Agreement, on or prior to the Distribution Date or as soon as practicable thereafter, (i) Pentair shall (with the reasonable cooperation of the applicable member of the nVent Group) use commercially reasonable efforts to have any member of the nVent Group removed as guarantor of or obligor for any Pentair Liability to the fullest extent permitted by applicable Law to the extent that they relate to Pentair Liabilities and (ii) nVent shall (with the reasonable cooperation of the applicable member of the Pentair Group) use commercially reasonable efforts to have any member of the Pentair Group removed as guarantor of or obligor for any nVent Liability, to the fullest extent permitted by applicable Law to the extent that they relate to nVent Liabilities.

(b) On or prior to the Distribution Date, to the extent required to obtain a release from a guarantee, indemnification obligation, letter of credit reimbursement obligation, surety bond, or other credit support agreement, arrangement, commitment or understanding, including the guarantees listed on Schedule 4.9(b) , (i) of any member of the Pentair Group, nVent shall execute a guarantee agreement in the form of the existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement or letter of credit, except to the extent that such existing guarantee or letter of credit contains representations, covenants or other terms or provisions either (1) with which nVent would be reasonably unable to comply or (2) which would be reasonably expected to be breached or (ii) of any member of the nVent Group, Pentair shall execute a guarantee agreement in the form of the existing guarantee or letter of credit, as applicable, or such other form as is agreed to by the relevant parties to such guarantee agreement or letter of credit, except to the extent that such existing guarantee or letter of credit contains representations, covenants or other terms or provisions either (y) with which Pentair would be reasonably unable to comply or (z) which would be reasonably expected to be breached.

(c) If the Parties are unable to obtain, or to cause to be obtained, any such required removal as set forth in Section 4.9(a) or Section 4.9(b) , (i) nVent shall, and shall, to the extent permitted by applicable Law, cause the other members of the nVent Group to, indemnify, defend and hold harmless each of the Pentair Indemnitees for any Liability arising from or relating to such guarantee, indemnification obligation, letter of credit reimbursement obligation, surety bond, or other credit support

agreement, arrangement, commitment or understanding and shall, as agent or subcontractor for the applicable Pentair Group guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) nVent shall not, and shall, to the extent permitted by applicable Law, cause the other members of the nVent Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the Pentair Group is or may be liable unless all obligations of the members of the Pentair Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to Pentair in its sole and absolute discretion, (iii) Pentair shall, and shall, to the extent permitted by applicable Law, cause the other members of the Pentair Group to, indemnify, defend and hold harmless each of the nVent Indemnitees for any Liability arising from or relating to such guarantee, indemnification obligation, letter of credit reimbursement obligation, surety bond, or other credit support agreement, arrangement, commitment or understanding and shall, as agent or subcontractor for the applicable nVent Group guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, and (iv) Pentair shall not, and shall, to the extent permitted by applicable Law, cause the other members of the Pentair Group not to, agree to renew or extend the term of, increase any obligations under, or transfer to a third person, any loan, guarantee, letter of credit, lease, contract or other obligation for which a member of the nVent Group is or may be liable unless all obligations of the members of the nVent Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to nVent in its sole and absolute discretion.

4.10 Taxes . The provisions of Sections 4.2 through 4.9 shall not apply with respect to Taxes or Tax matters (including the control of Tax related proceedings), which shall be governed by the Tax Matters Agreement. In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall control. The provisions of Sections 4.2 through 4.9 shall not apply (except as expressly set forth in the Transition Services Agreement or Employee Matters Agreement) with respect to the representations, warranties, covenants and agreements set forth in the Transition Services Agreement or Employee Matters Agreement, which shall be governed by the Transition Services Agreement or Employee Matters Agreement, as applicable. In the case of any conflict between this Agreement and either the Tax Matters Agreement or the Employee Matters Agreement in relation to any matters related to Taxes, the Tax Matters Agreement or the Employee Matters Agreement, as applicable, shall prevail.

ARTICLE V
INSURANCE

5.1 Cooperation . Pentair and nVent agree to use their respective commercially reasonable efforts to cooperate in good faith to arrange insurance coverage for nVent to be effective no later than the Effective Time. In no event shall Pentair, any other member of the Pentair Group or any Pentair Indemnitee have any liability or obligation whatsoever to any member of the nVent Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the nVent Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. Pentair and nVent further agree to use their respective commercially reasonable efforts to cooperate with each other and the other members of their respective Groups with respect to the various insurance matters contemplated by this Agreement and to provide assistance in accessing coverage under any Shared Policy in a manner contemplated by this Agreement. For the avoidance of doubt, nothing in this Article V shall alter (a) the allocation of Liabilities set forth in Section 2.3 , (b) the definition(s) of “nVent Liabilities” and/or “Pentair Liabilities” set forth in Section 2.3 or (c) any of the rights or obligations of the Parties set forth in Article IV .

5.2 Policies and Rights Included Within Assets .

(a) The nVent Assets shall include all rights of an insured party under each of the Shared Policies, subject to the terms of such Shared Policies and any limitations or obligations of nVent contemplated by this Article V , specifically including rights of indemnity and the right to be defended in accordance with the terms and conditions of the relevant Shared Policies, with respect to all actual, contingent or alleged wrongful acts, occurrences, events, Actions, proceedings, injuries, Losses, Liabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, or were incurred or claimed to have been incurred prior to the Effective Time by any Party in connection with the conduct of the Electrical Business, and which actual or alleged wrongful acts, occurrences, events, Actions, proceedings, injuries, Losses, Liabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Shared Policies; provided , however , that nothing in this clause shall be deemed to constitute (or to reflect) an assignment of such Shared Policies, or any of them, to nVent. Notwithstanding the foregoing, with regard to the nVent Assets in respect of any claims made Policy that is not put into run-off as further described below in Section 5.3 , nothing in this Agreement is intended to provide coverage for alleged wrongful acts, occurrences, events, Actions, proceedings, injuries, Losses, Liabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, prior to the Effective Time and are covered under a claims made policy form, that were not reported to Pentair’s Director of Risk Management prior to the Effective Time.

(b) The Pentair Assets shall include all rights of an insured party under each of the Shared Policies, subject to the terms of such Shared Policies and any limitations or obligations of Pentair contemplated by this Article V , specifically including rights of indemnity and the right to be defended in accordance with the terms and conditions of the relevant Shared Policy, with respect to all actual, contingent or alleged wrongful acts, occurrences, events, Actions, proceedings, injuries, Losses, Liabilities, damages and expenses which occurred or are alleged to have occurred, in whole or in part, or were incurred or claimed to have been incurred prior to the Effective Time by any Party in connection with the conduct of the Pentair Business, and which actual or alleged wrongful acts, occurrences, events, Actions, proceedings, injuries, Losses, Liabilities, damages and expenses may arise out of an insured or insurable occurrence or wrongful act under one or more of such Shared Policies.

5.3 Claims Made Tail Policies .

(a) The claims made tail policies provided for in this Section 5.3 will solely provide coverage for any claim arising from any wrongful act actually or allegedly occurring, in whole or in part, prior to the Effective Time.

(b) Subject to prevailing market conditions and underwriting, Pentair shall purchase directors and officers liability insurance extended reporting period/tail insurance coverage having total limits of $125 million, consisting of $90 million of traditional Side A/B/C coverage and $35 million of Side A DIC coverage and having a “tail” period incepting at the Effective Time, or the expiration date of the current Pentair directors and officers liability insurance Policies, as determined by Pentair, in its sole discretion, and ending on a date that is six (6) years after the Effective Time (“ D&O Tail Policies ”). The premium for the D&O Tail Policies shall be pre-paid for the full six-year term of the D&O Tail Policies. Such D&O Tail Policies shall cover Pentair and nVent and the insured persons thereof and shall have material terms and conditions no less favorable than those contained in the Policies comprising the Pentair directors and officers liability insurance program incepting on September 28, 2017, except for the policy period, limits of liability, premium and provisions excluding coverage for wrongful acts, errors or omissions, post-dating the Effective Time. Pentair (i) shall provide nVent with copies of the D&O Tail

Policies within a reasonable time after such Policies are issued and (ii) shall not permit cancellation of, any such Policies.

(c) Subject to prevailing market conditions and underwriting, Pentair shall purchase fiduciary liability insurance extended reporting period/tail insurance coverage having total limits of $30 million and having a “tail” period incepting at the Effective Time, or the expiration date of the current Pentair fiduciary liability insurance Policies, as determined by Pentair, in its sole discretion, and ending on a date that is six (6) years after the Effective Time (“ Fiduciary Tail Policies ”). The premium for the Fiduciary Tail Policies shall be pre-paid for the full six-year term of the Fiduciary Tail Policies. Such Fiduciary Tail Policies shall cover Pentair and nVent and the insured persons thereof and shall have material terms and conditions no less favorable than those contained in the Policies comprising the Pentair fiduciary liability insurance program incepting on September 28, 2017, except for the policy period, limits of liability, premium and provisions excluding coverage for wrongful acts, errors or omissions, post-dating the Effective Time. Pentair shall (i) provide nVent with copies of the Fiduciary Tail Policies within a reasonable time after such Policies are issued and (ii) not permit cancellation of, any such Policies.

(d) Subject to prevailing market conditions and underwriting, to the extent that Pentair is unable prior to the Effective Time to obtain any of the Policies as provided for in paragraphs (b) or (c) of this Section 5.3 , then, with respect to suits or claims based on wrongful acts, errors or omissions on or before the Effective Time, Pentair shall use commercially reasonable efforts to secure alternative insurance arrangements on the applicable standalone insurance policies for nVent to provide benefits on terms and conditions (including policy limits) in favor of nVent and the insured persons thereof no less favorable than the benefits (including policy limits) that were to be afforded by the policies described in paragraphs (b) or (c) of this Section 5.3 . With respect to such alternative insurance arrangements, Pentair and nVent shall be responsible for their own costs under their applicable standalone insurance policies. Pentair shall not under any circumstances purchase any such alternative coverage containing an exclusion for suits or claims based on wrongful acts, errors or omissions up to and including the Effective Time to the extent such exclusion would preclude coverage for nVent and/or the insured persons thereof, but would not preclude coverage for Pentair and/or the insured persons thereof.

5.4 Occurrence Based Policies .

(a) nVent shall promptly pay all invoices presented for coverage relating to the Electrical Business under the Shared Policies during the term of such Shared Policies.

(b) With respect to all occurrence based Shared Policies, for Actions relating to the Electrical Business that are filed or made based upon occurrences that occurred or are alleged to have occurred in whole or in part prior to the Effective Time, nVent shall be responsible for bearing the full amount of the deductible, self-insured retention and/or any claims, costs and expenses that are not covered under such insurance policies, including that portion of any premium adjustments, tax, assessment or similar regulatory surcharges that relates to claims based on occurrences that predate the Effective Time.

(c) Notwithstanding anything herein to the contrary, the terms, conditions and procedures set forth by Pentair or in the various Shared Policies that are in effect as of the Distribution Date and pursuant to which Pentair and its Subsidiaries are insured parties, which address, among other things, (i) how claims and suits under the Shared Policies will be administered, paid, accounted for, and the level of input each Party will have in claim settlements, (ii) access to Shared Policies claim data and (iii) dispute resolution, are incorporated hereby by reference.

5.5 Administration; Other Matters .

(a) Administration of Shared Policies . Except as otherwise provided in this Article V , from and after the Effective Time, Pentair shall have responsibility for and shall have the exclusive right to control (i) Insurance Administration of the Shared Policies, (ii) subject to this Section 5.5 , Claims Administration under the Shared Policies and (iii) Claims Administration under the Shared Policies with respect to nVent Liabilities, in each case, in accordance with the procedures set forth in Schedule 5.5(a) ; provided , that the retention of such responsibilities by Pentair is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of an insured under such Policies as contemplated by the terms of this Agreement; provided , further , that Pentair’s retention of the administrative responsibilities for the Shared Policies shall not relieve the Party submitting any Insured Claim of the primary responsibility for reporting such Insured Claim accurately, completely and in a timely manner or of such Party’s authority to settle any such Insured Claim within any period or amount permitted or required by the relevant Policy; provided , further , that notwithstanding the foregoing, with respect to nVent Liabilities, nVent shall have responsibility for reporting to Pentair any Losses or claims which may cause any applicable limits of any Shared Policy to be exceeded and Pentair shall have responsibility for reporting such Losses or claims to excess insurance carriers. Pentair may discharge its administrative responsibilities under this Section 5.5 by contracting for the provision of services by independent parties. Each of the applicable Parties shall pay any costs relating to defending its respective Insured Claims under Shared Policies to the extent such costs (including defense, out-of-pocket expenses, and direct and indirect costs of employees or agents of Pentair related to Claims Administration and Insurance Administration) are not covered under such Policies. Pentair shall be responsible for obtaining releases upon settlement of Insured Claims under Shared Policies and each of the Parties shall be responsible for reviewing the appropriateness of such releases upon settlement of their respective Insured Claims under Shared Policies. Pentair shall retain the exclusive right to amend, modify or waive any rights under the Shared Policies, notwithstanding whether any such Shared Policies apply to any nVent Liabilities and/or claims nVent has made or could make in the future, and no member of the nVent Group shall, without the prior written consent of Pentair, erode, exhaust, settle, release, commute, buy-back or otherwise resolve disputes with any insurer with respect to any of the Shared Policies, or amend, modify or waive any rights under any such Shared Policies; provided that to the extent any such amendment, modification or waiver adversely affects the rights of any member of the nVent Group with respect to coverage for any nVent Liabilities and/or claims nVent has made, then Pentair shall use its commercially reasonable efforts to provide advance written notice of any such amendment, modification or waiver to nVent. nVent shall cooperate with Pentair and share such information at nVent’s cost as is reasonably necessary in order to permit Pentair to manage and conduct its insurance matters or carry out its responsibilities under this Section 5.5 as reasonbly appropriate. Such cooperation shall include reasonable access to any member of the nVent Group’s (i) product engineers and other personnel and (ii) documents, documentation and records, when, and as necessary, for consultation relative to any Action. Such access shall include, without limitation, access for the purpose of reviewing and preparing claims and litigation reports, providing written analyses and consultation relative to product design and construction and serving and testifying as witnesses relative to claims and litigation arising from or based upon any Action. Except as set forth in Section 5.3 , neither Pentair nor any of its Affiliates shall have any obligation to secure extended reporting for any claims under any of Pentair’s or its Affiliates’ liability Policies for any acts or omissions by any member of the nVent Group incurred prior to the Effective Time. To the extent reasonably practicable, Pentair will notify nVent at least thirty (30) days prior to terminating or finalizing any buy-back of any rights under any Shared Policy with respect to which nVent has asserted a claim or given written notice to Pentair that it proposes to submit a claim.

(b) Exceeding Policy Limits . Where nVent Liabilities are specifically covered under a Shared Policy for occurrences, acts or events prior to the Effective Time, then nVent may claim coverage for Insured Claims under such Shared Policy as and to the extent that such insurance is available

up to the full extent of the applicable limits of liability of such Shared Policy (and may receive any Insurance Proceeds with respect thereto as contemplated by Section 5.3 , Section 5.4 or Section 5.5(c) ), subject to the terms of this Section 5.5 . Except as set forth in this Section 5.5 , Pentair and nVent shall not be liable to one another for claims not reimbursed by insurers for any reason not within the control of Pentair or nVent, as the case may be, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of an insurance carrier, Shared Policy limitations or restrictions, any coverage disputes, any failure to timely claim by Pentair or nVent or any defect in such claim or its processing. For the avoidance of doubt, with respect to the nVent Liabilities, nVent shall exclusively bear (and neither Pentair nor any member of the Pentair Group shall have any obligation to repay or reimburse nVent or members of the nVent Group for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by nVent or any member of the nVent Group under the Shared Policies as provided for in this Article V . nVent and members of the nVent Group shall indemnify, hold harmless and reimburse Pentair and members of the Pentair Group for any coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, fees and expenses incurred by Pentair or members of the Pentair Group to the extent resulting from any such access to, or any claims made by nVent or members of the nVent Group under, any Shared Policy insurance provided pursuant to this Article V , including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim-handling fees, whether such claims are made by nVent, its employees or third Persons. It is expressly understood that the foregoing shall not limit any Party’s liability to the other Party for indemnification pursuant to Article IV .

(c) Allocation of Insurance Proceeds . Except as otherwise provided in this Article V , Insurance Proceeds received with respect to suits, occurrences, claims, costs and expenses covered under the Shared Policies shall be paid to, or on behalf of, Pentair with respect to Pentair Liabilities and to, or on behalf of, nVent with respect to nVent Liabilities. In the event that the aggregate limits on any Shared Policies are exhausted by the payment of Insured Claims by the relevant parties, such parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total insured claim or claims which were covered under such Shared Policy (their “ allocable portion of Insurance Proceeds ”), and any Party who has received Insurance Proceeds in excess of such Party’s allocable portion of Insurance Proceeds shall pay to the other Party the appropriate amount so that each Party will have received its allocable portion of Insurance Proceeds. Each of the Parties agrees to use their respective commercially reasonable efforts to maximize available coverage under those Shared Policies applicable to it for the benefit of both Parties, and to take all commercially reasonable steps to recover from all other responsible parties (except the other Party hereto) in respect of an Insured Claim to the extent coverage limits under a Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim.

(d) Allocation of Aggregate Deductibles or Self-Insured Retentions . In the event that both Parties have insured claims under any Shared Policy for which an aggregate deductible or self-insured retention is payable, the Parties agree that the aggregate amount of the total deductible or self-insured retention paid shall be borne by the Parties in the same proportion to which the Insurance Proceeds received by each such Party bears to the total Insurance Proceeds received under the applicable Shared Policy (their “ allocable share of the deductible or self-insured retention ”), and any Party who has paid more than its allocable share of the deductible or self-insured retention shall be entitled to receive from the other Party an appropriate amount such that each Party will only have to bear its allocable share of the deductible or self-insured retention.

5.6 Agreement for Waiver of Conflict and Shared Defense . In the event that Insured Claims of more than one of the Parties exist relating to the same occurrence, the relevant Party (on behalf of itself and the other members of its respective Group) shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article V shall be construed to limit or

otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of Law or otherwise.

ARTICLE VI
CERTAIN OTHER MATTERS

6.1 Late Payments . Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Libor Rate plus five percent (5%).

6.2 Grant of License for Pentair Name .

(a) Subject to the terms, conditions and limitations contained herein, Pentair, on its own behalf and, to the extent permitted by applicable Law, on behalf of the other members of the Pentair Group, hereby grants to the members of the nVent Group listed on Schedule 6.2 , a non-exclusive, non-transferable, worldwide, irrevocable, royalty-free license to use the name “Pentair” in connection with the continued operation of the Electrical Business in a manner consistent with Pentair’s use of the “Pentair” name in the Electrical Business prior to the Effective Time (without right of sublicense, other than to its distributors, representatives, resellers, contractors, service providers, contract manufacturers, customers and end-users, in connection with the continued operation of the Electrical Business), to (i) display the name “Pentair” in their respective legal names for six (6) months after the Effective Time, except as set forth on Schedule 6.2 , (ii) display the name “Pentair” on any signage in existence at the Effective Time for six (6) months after the Effective Time, (iii) use the name “Pentair” on any websites or social media websites in existence at the Effective Time for eighteen (18) months after the Effective Time, (iv) use the name “Pentair” on any item of (A) inventory in existence at the Effective Time that bears the “Pentair” name until the earlier of (1) the time at which such inventory is exhausted or (2) twenty-four (24) months after the Effective Time, (B) tooling that bears the “Pentair” name in existence at the Effective Time (the “ Existing Tooling ”) until the time at which it becomes necessary for the nVent Group to replace the Existing Tooling in the ordinary course of business consistent with past practice, at which time the nVent Group shall replace the Existing Tooling with tooling that does not bear the “Pentair” name and (C) inventory produced using the Existing Tooling until the time at which such inventory is exhausted, (v) use the name “Pentair” on business cards, stationery, packaging, letterhead, invoice forms, advertising, marketing and promotional materials, brochures, catalogs, supplies, inventory and other documents and materials containing or bearing the “Pentair” name in existence at the Effective Time, in each case, until the earlier of (A) the time at which such materials are exhausted or (B) twelve (12) months after the Effective Time, (vi) use the name “Pentair” in connection with product certifications with third party entities in existence at the Effective Time, including Underwriter Laboratories, Inc., for twenty-four (24) months after the Effective Time, (vii) use the name “Pentair” for related incidental purposes ( e.g. , in payroll checks, regulatory filings and bank accounts) for twelve (12) months after the Effective Time and (viii) display the name “Pentair” on fleet vehicles for one (1) month after the Effective Time.

(b) Notwithstanding the foregoing, after the Effective Time (i) to the extent permitted by applicable Law, nVent shall not permit any member of the nVent Group to represent or hold themselves out as representing Pentair or any member of the Pentair Group, (ii) Pentair shall have the right to require the nVent Group to take such reasonable action as Pentair deems reasonably necessary to maintain appropriate quality control of the products and services of any member of the nVent Group that uses the “Pentair” name, (iii) nVent shall indemnify and hold harmless Pentair and its Affiliates from any Losses incurred by Pentair or its Affiliates as a result of any breaches of clauses (i) or (ii) of this Section 6.2(b) and (iv) any and all goodwill arising solely out of the nVent Group’s use of the “Pentair” name as

permitted in this Section 6.2 shall inure solely to Pentair’s benefit. Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, nothing in this Agreement shall be construed as restricting or limiting nVent or any of its Affiliates (including, after the Effective Time, the nVent Group) from using or referencing the “Pentair” name (A) in any materials or documents to indicate Pentair’s historical or factual relationship to the nVent Group, (B) in a manner that would constitute “fair use” under applicable Law if such use were made by any other Persons or (C) on any documents, such as drawings, diagrams and manuals created prior to the Effective Time, that are used for internal purposes only and not disseminated to third parties.

(c) No earlier than five (5) days after the completion of each transition period as set forth in clauses (i) through (vii) of Section 6.2(a) , Pentair shall have the option to request in writing a written report from nVent (the “ End-of-Use Report ”), which confirms that the use of the name “Pentair” by every member of the nVent Group has ceased with respect to the corresponding materials described in clauses (i) through (vii) of Section 6.2(a) . In the event that nVent fails to timely deliver any End-of-Use Report within thirty (30) days after receiving such request, Pentair shall have the right to inspect any plants, facilities, goods or other products of the nVent Group to confirm that nVent has complied with its obligations under this Section 6.2 , and nVent shall, at its sole expense, cooperate and comply with all reasonable requests or directions from Pentair regarding the disposition or further use of any of the materials bearing the name “Pentair” for which the applicable transition period has expired.

6.3 Grant of License for nVent Name . Subject to the terms, conditions and limitations contained herein, nVent, on its own behalf and, to the extent permitted by applicable Law, on behalf of the other members of the nVent Group, hereby grants to the members of the Pentair Group listed on Schedule 6.3 a non-exclusive, worldwide, irrevocable, royalty-free license to use and display the name “nVent” in their legal names and for related incidental uses following the Effective Time (e.g., in payroll checks, regulatory filings and bank accounts). The members of the Pentair Group’s use of the “nVent” name is limited to incidental, non-substantive use, such as use for payroll, banking, regulatory and other similar purposes. In no event shall the members of the Pentair Group create, reproduce or arrange for the creation or reproduction of the “nVent” name or use the “nVent” name in any advertising or marketing material.

6.4 Treatment of Payments for Tax Purposes . For all Tax purposes, the Parties agree to treat (a) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by Pentair to nVent Finance or a distribution by nVent Finance to Pentair, as the case may be, occurring immediately prior to the Effective Time or as a payment of an assumed or retained Liability; and (b) any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

6.5 Inducement . nVent acknowledges and agrees that Pentair’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by nVent’s covenants and agreements in this Agreement and the Ancillary Agreements, including nVent’s assumption of the nVent Liabilities pursuant to the Separation and the provisions of this Agreement and nVent’s covenants and agreements contained in Article IV .

6.6 Post-Effective Time Conduct . The Parties acknowledge that, after the Effective Time, each Party shall be independent of the other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business, operations and activities after the Effective Time, except as may otherwise be provided in any Ancillary Agreement, and each Party shall (except as otherwise provided in Article IV ) use commercially reasonable efforts to prevent such Liabilities from being inappropriately borne by the other Party.

ARTICLE VII
EXCHANGE OF INFORMATION; CONFIDENTIALITY

7.1 Processing of Personal Data . Each Party acknowledges that for the purpose of the Data Protection Laws it is a data controller in relation to any personal data comprised within Information as follows: (a) Pentair shall be a data controller in relation to all unstructured nVent Information held by Pentair after the Distribution Date; (b) nVent Finance shall, from the Distribution Date, be a data controller in relation to all nVent Information delivered in accordance with Section 2.14 ; (c) Pentair shall be a data controller in relation to any Pentair Information, including any Pentair Information delivered pursuant to Section 2.14 ; and (d) each of nVent Finance and Pentair shall be data controllers in relation to the Historic Corporate Data. Where Pentair holds any personal data comprised within nVent Information or nVent holds any personal data comprised within Pentair Information and Pentair or nVent (as relevant) does not have a specific and lawful reason to hold such personal data then it shall be acting as a data processor on behalf of the other Party as data controller and shall seek the instructions of that Party as data controller in relation to the processing of that personal data. Whether or not acting pursuant to the performance of a specific service under the Transitional Services Agreement, the Party acting as data processor agrees to comply with the data processor obligations as outlined in the Transition Services Agreement.

7.2 Responsibility for Compliance with Data Protection Laws . Each Party hereby agrees to, and to cause its Affiliates to comply with the Data Protection Laws applicable to it in relation to processing of personal data comprised within the nVent Information and Pentair Information. As soon as reasonably practicable after the Distribution Date, Pentair shall make available, with the assistance of nVent, updated fair processing notices to data subjects of personal data comprised within the nVent Information and for which both Pentair and nVent are data controllers, identifying Pentair as a data controller. Pentair shall respond to any written request from a data subject of personal data comprised within the nVent Information to exercise their rights of access, rectification or erasure, to restrict or object to processing of personal data or to data portability. The Parties shall co-operate and nVent shall provide Pentair with all reasonably requested assistance in relation to any such request to enable Pentair to respond to that request in compliance with applicable deadlines and information requirements.

7.3 Agreement for Exchange of Information; Archives . Subject to Section 7.11 and any other applicable confidentiality obligations, each of Pentair and nVent agrees on behalf of itself and, to the extent permitted by applicable Law, on behalf of its respective Group, agrees to provide, or cause to be provided, to the other Group, at any time before, on or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which the requesting Party reasonably needs (a) in order to continue to conduct the Pentair Business or the Electrical Business, as relevant, in the manner in which it was conducted in the twelve (12) months prior to the Distribution Date, (b) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party, (c) for use in any other judicial, regulatory, administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Tax or other similar requirements, in each case other than claims or allegations that one Party to this Agreement has against the other, or (d) subject to the foregoing clause (c), to comply with its obligations under this Agreement or any Ancillary Agreement; provided , however , that (i) the requesting Party provides to the other Party: (A) confirmation that it has undertaken a search of systems and records owned or controlled by it and that it was unable to locate the relevant Information; (B) sufficient information as is reasonably required to enable the other Party to identify and locate the Information; and (C) a reasonable explanation of why the requesting Party requires the Information; and (ii) in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any applicable Law or agreement, or waive any privilege otherwise

available under applicable Law, including the attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. Within a reasonable period after receipt of a request, the receiving Party shall conduct a reasonable and proportionate search for the requested Information and will at the requesting Party’s expense: (x) deliver copies of such requested Information identified and located as a result of such search to the requesting Party in the original format or such other format as the Parties may agree; and (y) notify the requesting Party in writing as soon as reasonably practicable in the event that any of the requested Information is not in the possession, custody or control of the receiving Party. For the avoidance of doubt, the rights and obligations of any Party described in this Section 7.3 with respect to the sharing of Information related to Taxes are subject to the rights and obligations described in the Tax Matters Agreement.

7.4 Financial Statements and Accounting . Without limiting the provisions of Section 7.3 , each Party agrees to provide the following assistance and reasonable access to its properties, records, other Information and personnel set forth in this Section 7.4 , (i) at any time, with the consent of the other applicable Party (not to be unreasonably withheld, delayed or conditioned) for reasonable business purposes relating to financial reporting and any filing made with the SEC pursuant to the Securities Act or the Exchange Act; (ii) from the Effective Time until the completion of each Party’s audit for the fiscal year ending December 31, 2018, in connection with the preparation and audit of each Party’s financial statements for the fiscal year ended December 31, 2018, the filing and public dissemination of such financial statements and the audit of each Party’s internal controls over financial reporting and management’s assessment thereof and management’s assessment of each Party’s disclosure controls and procedures, if required; (iii) in the event that either Party changes its independent auditors within two (2) years following the Distribution Date, then such Party may request reasonable access on the terms set forth in this Section 7.4 for a period of up to one hundred eighty (180) days from such change; and (iv) to the extent reasonably necessary to respond (and for the limited purpose of responding) to any written request or official comment from a Governmental Authority, such as in connection with responding to a comment letter from the SEC. Without limiting the foregoing, each Party agrees as follows:

(a) Each Party shall provide reasonable access to the other Party on a timely basis to all Information reasonably required to meet its schedule for the preparation, filing, and public dissemination of its quarterly and annual financial statements and for management’s assessment of the effectiveness of its disclosure controls and procedures and its internal controls over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and, to the extent applicable to such Party, its auditor’s audit of its internal controls over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC’s and the Public Company Accounting Oversight Board’s rules and auditing standards thereunder, if required (such assessments and audit being referred to as the “ Internal Control Audit and Management Assessments ”). Without limiting the generality of the foregoing, each Party shall provide all required financial and other Information with respect to itself and its Subsidiaries to its auditors in a sufficient and reasonable time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance, if requested, to each other Party’s auditors with respect to Information to be included or contained in such other Party’s annual financial statements and to permit such other Party’s auditors and management to complete the Internal Control Audit and Management Assessments, for the fiscal year ended December 31, 2018.

(b) Except to the extent otherwise contemplated by the Ancillary Agreements, each Party shall authorize its respective auditors to make reasonably available to the other Party’s auditors (the “ Other Party’s Auditors ”) both the personnel who performed or are performing the annual audits of such audited Party (each Party with respect to its own audit, the “ Audited Party ”) and work papers related to the annual audits of such Audited Party (subject to the execution of any reasonable and customary access

letters that such Audited Party’s auditors may require in connection with the review of such work papers by such Other Party’s Auditors), in all cases within a reasonable time prior to such Audited Party’s auditors’ opinion date, so that the Other Party’s Auditors are able to perform the procedures they reasonably consider necessary to take responsibility for the work of the Audited Party’s auditors as it relates to their auditors’ report on such other Party’s financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make reasonably available to the Other Parties and to such Other Party’s Auditors and management its personnel and Records and other Information in a reasonable time prior to the Other Party’s Auditors’ opinion date and other Party’s management’s assessment date so that the Other Party’s Auditors and other Party’s management are able to perform the procedures they reasonably consider necessary to conduct the Internal Control Audit and Management Assessments for the fiscal year ended December 31, 2018.

(c) (i) Each Party shall deliver to the other Party a reasonably complete draft of the first annual report on Form 10-K to be filed with the SEC (or otherwise) that includes its respective financial statements (in the form expected to be covered by the audit report of such Party’s independent auditors) for the year ended December 31, 2018, on or prior to February 4, 2019, (ii) Pentair shall deliver to nVent a reasonably complete draft of the first proxy materials to be filed with the SEC after the Effective Date on or prior to February 4, 2019 and (iii) nVent shall deliver to Pentair a reasonably complete draft of the first proxy materials to be filed after the Effective Date (such annual reports and proxy materials, collectively, the “ Annual Reports ”), on or prior to February 4, 2019; provided , however , that each Party may continue to revise its respective Annual Reports prior to the filing thereof, which changes shall be delivered to the other Party as soon as reasonably practicable; provided , further , that, to the extent nVent’s 2019 proxy statement discusses Pentair compensation programs, nVent shall substantially conform its 2019 proxy statement to be filed with the SEC to Pentair’s proxy statement as last provided to nVent at a reasonable time prior to nVent’s filing; provided , further , that, to the extent Pentair’s 2018 proxy statement discusses nVent’s compensation programs, Pentair shall substantially conform its 2018 proxy statement to be filed with the SEC to nVent’s proxy statement as last provided to Pentair at a reasonable time prior to Pentair’s filing. Each Party shall notify the other Party, as soon as reasonably practicable after becoming aware thereof, of any material accounting differences between the financial statements to be included in such Party’s annual report on Form 10-K and the pro-forma financial statements included, as applicable, in the Form 10 or the Form 8-K to be filed by Pentair with the SEC on or about the time of the Distribution. If any such differences are notified by any Party, the Parties shall confer and/or meet as soon as reasonably practicable thereafter, and in any event prior to the filing of any Annual Report, to consult with each other in respect of such differences and the effects thereof on the Parties’ applicable Annual Reports.

(d) Nothing in this Article VII shall require any Party to violate any agreement with any third party regarding the confidentiality of confidential and proprietary information relating to that third party or its business; provided , however , that in the event that a Party is required under this Section 7.4 to disclose any such Information, such Party shall use commercially reasonable efforts to seek to obtain such third party’s written consent to the disclosure of such Information.

7.5 Ownership of Information . Any Information owned by one Group that is provided to a requesting Party pursuant to Section 7.3 , Section 7.4 or Section 7.9 shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

7.6 Compensation for Providing Information . The Party requesting Information agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, of creating, gathering and copying such Information, to the extent that such costs are incurred for the benefit of the requesting Party.

7.7 Record Retention . To facilitate the possible exchange of Information pursuant to this Article VII and other provisions of this Agreement after the Effective Time, the Parties agree to use their commercially reasonable efforts to retain all Information in their respective possession or control on the Distribution Date in accordance with the policies of Pentair as in effect on the Distribution Date or such other policies as may be adopted by Pentair after the Effective Time ( provided , in the case of nVent, that Pentair notifies nVent of any such material change). No Party will destroy, or permit any of its Subsidiaries to destroy, any Information which the other Party may have the right to obtain pursuant to this Agreement prior to the end of the retention period set forth in such policies without first notifying the other Party of the proposed destruction and giving the other Party the opportunity to take possession of such information prior to such destruction; provided , however , that (a) in the case of any Information relating to Taxes, employee benefits or Environmental Liabilities, such retention period shall be extended to the expiration of the applicable statute of limitations (giving effect to any extensions thereof). Notwithstanding the foregoing, Article VIII of the Tax Matters Agreement shall govern the retention of Tax Records (as defined in the Tax Matters Agreement) and (b) in the case of personal data, such retention shall be subject to the requirements of the applicable Data Protection Laws and the Parties shall ensure that retained personal data is accurate, kept up to date, adequate, relevant, not excessive in relation to the purposes for which they are processed and not kept for longer than is necessary for that those purposes.

7.8 Limitations of Liability . No Party shall have any liability to any other Party in the event that any Information exchanged or provided pursuant to this Agreement which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate in the absence of willful misconduct by the Party providing such Information. No Party shall have any liability to any other Party if any Information is destroyed after commercially reasonable efforts by such Party to comply with the provisions of Section 7.7 .

7.9 Production of Witnesses; Records; Cooperation .

(a) After the Effective Time, except in the case of an adversarial Action by one Party against another Party, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. Without limiting any indemnification obligations of the non-requesting Party pursuant to Article IV , the requesting Party shall bear all costs and expenses in connection therewith. For the avoidance of doubt, the rights and obligations of any Party described in this Section 7.9 are subject to the rights and obligations described in the Tax Matters Agreement.

(b) If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third-Party Claim, the other Party shall use its commercially reasonable efforts to make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with such defense, settlement or compromise, or such prosecution, evaluation or

pursuit, as the case may be, and shall otherwise cooperate in such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be.

(c) Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions.

(d) Without limiting any provision of this Section 7.9 , each of the Parties agrees to cooperate, and cause, to the extent permitted by applicable Law, each member of its respective Group to cooperate, with each other in the defense of any infringement or similar claim with respect to any Intellectual Property and shall not claim to acknowledge, or permit any member of its respective Group to claim to acknowledge, the validity or infringing use of any Intellectual Property of a third Person in a manner that would hamper or undermine the defense of such infringement or similar claim.

(e) The obligation of the Parties to provide witnesses pursuant to this Section 7.9 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses inventors and other officers (subject to the exception set forth in the first sentence of Section 7.9(a) ).

(f) In connection with any matter contemplated by this Section 7.9 , the Parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of any Group.

7.10 Privileged Matters .

(a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Pentair Group and the nVent Group, and that each of the members of the Pentair Group and the nVent Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided after the Effective Time, which services will be rendered solely for the benefit of the Pentair Group or the nVent Group, as the case may be.

(b) The Parties agree as follows:

(i) Pentair shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Pentair Business and not to the Electrical Business, whether or not the Privileged Information is in the possession or under the control of any member of the Pentair Group or any member of the nVent Group. Pentair shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Pentair Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the Pentair Group or any member of the nVent Group;

(ii) nVent shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Electrical Business and not to the Pentair Business, whether or not the Privileged Information is in the possession or under the control of any member of the nVent Group or any member of the Pentair Group. nVent shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in

connection with any Privileged Information that relates solely to any nVent Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the nVent Group or any member of the Pentair Group; and

(iii) If the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information until such time as it is finally judicially determined that such information is not Privileged Information or unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article VIII to resolve any disputes as to whether any information relates solely to the Pentair Business, solely to the Electrical Business, or to both the Pentair Business and the Electrical Business.

(c) Subject to the remaining provisions of this Section 7.10 , the Parties agree that they shall have a shared privilege or immunity with respect to all privileges and immunities not allocated pursuant to Section 7.10(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the prior written consent of the other Party and in accordance with applicable Law.

(d) If any dispute arises between the Parties or any members of their respective Group regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any member of their respective Groups, each Party agrees that it shall (i) negotiate with the other Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party; and (iii) not unreasonably withhold consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose except to protect its own legitimate interests.

(e) Subject to Section 7.11 , In the event of any adversarial Action or Dispute between Pentair and nVent, or any members of their respective Groups, either Party may waive a privilege in which the other Party or member of such other Party’s Group has a shared privilege, without obtaining consent pursuant to Section 7.10(c) ; provided that such waiver of a shared privilege shall be effective only as to the use of information with respect to the Action or Dispute between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to any Third Party.

(f) Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Privileged Information subject to a shared privilege or immunity or as to which another Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request (which notice shall be delivered to such other Party no later than five (5) Business Days following the receipt of any such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 7.10 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g) Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of Pentair and nVent set forth in this Section 7.10 and in Section 7.11 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. The Parties further agree that (i) the exchange by one Party to the other Party of any Privileged Information that should not have been transferred pursuant to the terms of this Article VII shall not be deemed to constitute a waiver of any privilege or immunity that has been or may be asserted under this Agreement or otherwise with respect to such Privileged Information; and (ii) the Party receiving such Privileged Information shall promptly return such Privileged Information to the Party who has the right to assert the privilege or immunity.

(h) In connection with any matter contemplated by Section 7.9 or this Section 7.10 , the Parties agree to, and to cause the applicable members of their Group to, use reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense and/or common interest agreements where necessary or useful for this purpose.

7.11 Confidentiality .

(a) Subject to Section 7.12 , until the five (5)-year anniversary of the Distribution Date, each of Pentair and nVent, on behalf of itself and, to the extent permitted by applicable Law, each member of its respective Group, agrees to hold, and to cause, to the extent permitted by applicable Law, its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to Pentair’s confidential and proprietary information pursuant to policies in effect as of the Distribution Date (and in no event less than a reasonable degree of care), all confidential or proprietary Information (“ Confidential Information ”) concerning each such other Group that is either in its possession (including Confidential Information in its possession prior to the date hereof) or furnished by any such other Group or its respective Representatives at any time pursuant to this Agreement, any Ancillary Agreement or otherwise, and shall not use any such Confidential Information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party. Each Party shall maintain, and shall, to the extent permitted by applicable Law, cause its respective Group members and Representatives to maintain, policies and procedures, and develop such further policies and procedures as will from time to time become necessary or appropriate, to ensure compliance with this Section 7.11 .

(b) nVent acknowledges that it and other members of the nVent Group may have in its or their possession Confidential Information of third Persons that was received under a confidentiality or nondisclosure agreement with such third Person while part of Pentair. nVent will, and will cause its respective Group members and its Representatives to, hold in strict confidence the Confidential Information of third Persons to which any member of the nVent Group has access, in accordance with the terms of any agreements entered into prior to the Effective Time between members of the Pentair Group and such third Persons.

(c) Each Party agrees not to release, communicate or disclose, or permit to be released, communicated or disclosed, directly or indirectly, any Confidential Information to any other Person, except its Representatives who need to know such Confidential Information (who shall be advised of their obligations hereunder with respect to such Confidential Information), except in compliance with Section 7.12 . Without limiting the foregoing, when any Confidential Information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, each Party will promptly after request of the other Party either return to the other Party all Confidential Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party that it has destroyed such Confidential Information (and such copies thereof and such notes, extracts or summaries based thereon).

(d) Each Party shall be liable for any failure by its respective Representatives to comply with the restrictions on use and disclosure of Confidential Information contained in this Agreement.

7.12 Protective Arrangements . In the event that any Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any Confidential Information pursuant to applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Information of any other Party (or any member of any other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (if legally permissible under the circumstances and applicable Law) prior to disclosing or providing such Confidential Information and shall cooperate at the expense of the requesting Party in seeking any reasonable protective arrangements requested by such other Party. Subject to the foregoing, the Person that received such request may thereafter disclose or provide Confidential Information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority. The disclosing Party shall promptly provide the Party owning such Confidential Information with a copy of the Information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such Information was disclosed, in each case to the extent permitted by Law.

ARTICLE VIII
DISPUTE RESOLUTION

8.1 Good Faith Negotiation . Subject to Section 8.3 , either Party hereto seeking resolution of any dispute, controversy or claim arising out of or relating to this Agreement, the Tax Matters Agreement, the Transition Services Agreement, the Employee Matters Agreement or the validity, interpretation, breach or termination of this Agreement, the Tax Matters Agreement, the Transition Services Agreement or the Employee Matters Agreement (a “ Dispute ”), shall provide written notice thereof to the other Party hereto, and following delivery of such notice, the Parties shall attempt in good faith to negotiate a resolution of the Dispute. The negotiations shall be conducted by executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the subject matter of the Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties are unable for any reason to resolve a Dispute within thirty (30) days after the delivery of such notice or if a Party reasonably concludes that the other Party is not willing to negotiate as contemplated by this Section 8.1 , the Dispute shall be submitted to mediation in accordance with Section 8.2 .

8.2 Mediation . Any Dispute not resolved pursuant to Section 8.1 shall, at the written request of any Party hereto (a “ Mediation Request ”), be submitted to nonbinding mediation in accordance with the then-current International Institute for Conflict Prevention and Resolution (“ CPR ”) Mediation Procedure (the “ Procedure ”), except as modified herein. The mediation shall be held in Minneapolis, Minnesota or such other place as the Parties may mutually agree. The Parties shall have twenty (20) days

from receipt by a Party (or Parties) of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a Party (or Parties) of a Mediation Request, then any Party may request (on written notice to the other Party) that CPR appoint a mediator in accordance with the Procedure. All mediation pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party hereto shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by any other Party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other Party except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Party reasonable written notice of the intended disclosure and afford the other Party a reasonable opportunity to protect its interests. If the Dispute has not been resolved within sixty (60) days of the appointment of a mediator, or within ninety (90) days after receipt by a Party (or Parties) of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then any Party may file an action on the Dispute in any court having jurisdiction in accordance with Section 11.4 .

8.3 Litigation .

(a) Notwithstanding the foregoing provisions of this Article VIII , (i) any Party may seek preliminary provisional or injunctive judicial relief without first complying with the procedures set forth in Sections 8.1 and 8.2 if such action is reasonably necessary to avoid irreparable damage and (ii) either Party may initiate litigation before the expiration of the periods specified in Section 8.2 if such Party has submitted a Mediation Request and the other Party has failed, within fourteen (14) days after the appointment of a mediator, to agree upon a date for the first mediation session to take place within thirty (30) days after the appointment of such mediator or such longer period as the Parties may agree to in writing.

(b) All applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in Sections 8.1 and 8.2 are pending. The Parties shall take any necessary or appropriate action required to effectuate such tolling.

8.4 Conduct During Dispute Resolution Process . Unless otherwise agreed in writing, the Parties shall, and shall, to the extent permitted by applicable Law, cause their respective members of their Group to, continue to honor all commitments under this Agreement and each Ancillary Agreement to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Article VIII , unless such commitments are the specific subject of the Dispute at issue.

ARTICLE IX
FURTHER ASSURANCES AND ADDITIONAL COVENANTS

9.1 Further Assurances .

(a) In addition to and without limiting the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its commercially reasonable efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Law, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements, including, without limitation, to take the actions set forth on Schedule 9.1(a) as soon as reasonably practicable following the Effective Time.

(b) Without limiting the foregoing, prior to, on and after the Distribution Date, each Party hereto shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Approvals or Notifications of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including any consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the nVent Assets and the assignment and assumption of the nVent Liabilities and the other transactions contemplated hereby and thereby. Without limiting the such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

(c) On or prior to the Distribution Date, Pentair and nVent in their respective capacities as direct and indirect shareholders of their respective Subsidiaries, shall each ratify any actions which are reasonably necessary or desirable to be taken by Pentair, nVent or any of their respective Subsidiaries, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

(d) Pentair and nVent shall, and to the extent permitted by applicable Law, cause each of the members of their respective Groups, waive (and agree not to assert against any of the others) any claim or demand that any of them may have against any of the others for any Liabilities or other claims relating to or arising out of: (i) the failure of nVent or any other member of the nVent Group, on the one hand, or of Pentair or any other member of the Pentair Group, on the other hand, to provide any notification or disclosure required under any state Environmental Law in connection with the Separation or the other transactions contemplated by this Agreement, including the transfer by any member of any Group to any member of the other Group of ownership or operational control of any Assets not previously owned or operated by such transferee; or (ii) any inadequate, incorrect or incomplete notification or disclosure under any such state Environmental Law by the applicable transferor. To the extent any Liability to any Governmental Authority or any third Person arises out of any action or inaction described in clause (i) or (ii) above, the transferee of the applicable Asset hereby assumes and agrees to pay any such Liability. Further, the Parties shall execute and deliver, and shall, to the extent permitted by applicable Law, cause their applicable Subsidiaries to execute and deliver, whether under hand or under seal in accordance with the Parties’ articles of association, any other forms, notarial deeds, instruments or other similar documents necessary pursuant to applicable Law or custom to effect the assignment, transfer, contribution, distribution, conveyance and delivery or assumption of all of the rights and obligations, as applicable, contemplated in the Pentair Transfer Documents (including any necessary notarizations, legalizations or other attestations and execution formalities to the extent required by applicable Law).

ARTICLE X
TERMINATION

10.1 Termination . This Agreement and all Ancillary Agreements may be terminated and the Distribution, may be amended, modified or abandoned by Pentair at any time, in its sole and absolute discretion, prior to the Effective Time. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized representative of each of the Parties.

10.2 Effect of Termination . In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to any other Party by reason of this Agreement.

ARTICLE XI
MISCELLANEOUS

11.1 Entire Agreement . This Agreement, the Ancillary Agreements, the Exhibits, the Schedules and Appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. In the event of any inconsistency between this Agreement and any Schedule hereto such Schedule shall prevail.

11.2 Corporate Power . Pentair represents on behalf of itself and each other member of the Pentair Group, and nVent represents on behalf of itself and each other member of the nVent Group, as follows: (a) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and (b) this Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof. Each Party acknowledges that it and each other Party is executing this Agreement and certain of the Ancillary Agreements by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement or any Ancillary Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature, agrees that it will not assert that any such signature is not adequate to bind such Party to the same extent as if it were signed manually and agrees that at the reasonable request of any other Party at any time it will as promptly as reasonably practicable cause each such Ancillary Agreement to be manually executed (any such execution to be as of the date of the initial date thereof). Notwithstanding any provision of this Agreement or any Ancillary Agreement, neither Pentair nor nVent shall be required to take or omit to take any act that would violate its fiduciary duties to any minority shareholders of any non-wholly owned Subsidiary of Pentair or nVent, as the case may be (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned).

11.3 Counterparts . This Agreement and each Ancillary Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party

11.4 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial .

(a) The construction, interpretation and performance of this Agreement shall be governed and construed according to the laws of the State of New York, without regard to conflicts of laws principles (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York).

(b) Each of Pentair and nVent, on behalf of itself and the members of its Group, hereby irrevocably (i) agrees that any Dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in Minneapolis, Minnesota, (ii) waives any claims of forum non conveniens, and agrees to submit to the jurisdiction of such courts, as provided in MINN. STAT. § 542.09 (2016) and (iii) agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 11.7 shall be effective service of process for any litigation brought against it in any such court or for the taking of any other acts as may be necessary or appropriate in order to effectuate any judgment of said courts.

(c) EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (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 HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.4(C) .

11.5 Assignability . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Except as otherwise provided for in this Agreement, this Agreement shall not be assignable, in whole or in part, directly or indirectly, by either Party without the express written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. A Party may assign its respective rights or delegate its respective obligations under this Agreement to any Affiliate of such Party; provided , however , that in connection with each such assignment or delegation, the assigning Party provides a guarantee to the non-assigning Party for any liability or obligation assigned or delegated pursuant to this Section 11.5 . Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement or the Ancillary Agreements (except as may be otherwise provided in any such Ancillary Agreement) in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant Party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

11.6 Third-Party Beneficiaries . Except for the indemnification rights under this Agreement of any Pentair Indemnitee or nVent Indemnitee in their respective capacities as such, (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any third person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

11.7 Notices . All notices, requests, claims, demands or other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service)

or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.7 ):

If to Pentair, to:

Pentair plc

43 London Wall

London EC2M 5TF

United Kingdom

Attention: General Counsel

Facsimile: +44-207-347-8925

and

Pentair plc

c/o Pentair Management Company

5500 Wayzata Boulevard, Suite 600

Golden Valley, Minnesota 55416

Attention: General Counsel

Facsimile: (763) 656-5403

with a copy (which shall not constitute notice) to:

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Benjamin F. Garmer, III

John K. Wilson

Facsimile: (414) 297-4900

If to nVent to:

nVent Electric plc

The Mille

1000 Great West Road, 8 ^th Floor (East)

London TW8 9DW

United Kingdom

Attn: General Counsel

Facsimile: (763) 204-7951

and

nVent Electric plc

c/o nVent Management Company

1665 Utica Avenue, Suite 700

St. Louis Park, Minnesota 55416

Attention: General Counsel

Facsimile: (763) 204-7951

with a copy (which shall not constitute notice) to:

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Benjamin F. Garmer, III

John K. Wilson

Facsimile: (414) 297-4900

Any Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

11.8 Severability . If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

11.9 Force Majeure . No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as reasonably practicable.

11.10 Publicity . Prior to the Effective Time, each of nVent and Pentair shall consult with each other prior to issuing any press releases or otherwise making public statements with respect to the Separation, the Distribution or any of the other transactions contemplated hereby or under any Ancillary Agreement and prior to making any filings with any Governmental Authority with respect thereto.

11.11 Expenses . Except as expressly set forth in this Agreement (including Sections 2.13 , 6.1 , 7.9(a) , 7.12 and 9.1(b) and Articles IV and V ) or in any Ancillary Agreement, all fees, costs and expenses incurred in connection with the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, and with the consummation of the transactions contemplated hereby and thereby, will be borne by the Party incurring such fees, costs or expenses.

11.12 Headings . The article, section and paragraph headings contained in this Agreement and in the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

11.13 Survival of Covenants . Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

11.14 Waivers of Default . Waiver by any Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by any Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

11.15 Specific Performance . Subject to the provisions of Article VIII , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at Law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any Action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

11.16 Amendments . No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

11.17 Interpretation . In this Agreement and any Ancillary Agreement, (a) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (including all of the Schedules, Exhibits and Appendices hereto and thereto) and not to any particular provision of this Agreement (or such Ancillary Agreement); (c) Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement or in any Ancillary Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to April 27, 2018, regardless of any amendment or restatement hereof; (g) except where the context otherwise requires, references to Subsidiaries of nVent refers to Persons that will be Subsidiaries of nVent upon consummation of the Distribution. Pentair and nVent have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in

this Agreement or any interim drafts of this Agreement; and (h) unless otherwise specified in a particular case, the word “days” refers to calendar days.

11.18 Attorney-Client Privilege . nVent agrees that, in the event of any Dispute or other litigation, dispute, controversy or claim between Pentair or a member of the Pentair Group, on the one hand, and nVent or a member of the nVent Group, on the other hand, nVent will not, and will cause the members of its Group not to, seek any waiver of attorney-client privilege with respect to any communications relating to advice given prior to the Effective Time by counsel to Pentair or any Person that was a Subsidiary of Pentair prior to the Distribution Date, regardless of any argument that such advice may have affected the interests of both Parties. Moreover, nVent will, and will cause, to the extent permitted by applicable Law, the members of its Group to, honor any such attorney-client privilege between Pentair and the members of its Group and its or their counsel, and will not assert that Pentair or a member of its Group has waived, relinquished or otherwise lost such privilege. For the avoidance of doubt, in the event of any litigation, dispute, controversy or claim between Pentair or a member of its Group, on the one hand, and a third party other than a member of the nVent Group, on the other hand, Pentair shall retain the right to assert attorney-client privilege with respect to any communications relating to advice given prior to the Distribution Date by counsel to Pentair or any Person that was a Subsidiary of Pentair prior to the Distribution Date.

11.19 Limitations of Liability . Notwithstanding anything in this Agreement to the contrary and except for acts of fraud, neither nVent or its Affiliates, on the one hand, nor Pentair or its Affiliates, on the other hand, shall be liable under this Agreement to the other for any special, indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such liability with respect to a Third-Party Claim), whether or not advised of the possibility of such damages and whether or not such damages are reasonably foreseeable.

11.20 Performance . Pentair will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Pentair Group. nVent will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the nVent Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Section 11.20 to all of the other members of its Group, and (b) cause, to the extent permitted by applicable Law, all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

11.21 Exhibits and Schedules; No Admission of Liability . The Exhibits and the Schedules hereto shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or the Schedules constitutes an admission of any liability or obligation of any member of the Pentair Group or the nVent Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Pentair Group or the nVent Group or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any Exhibit or Schedule is made solely for purposes of allocating potential "liabilities among the Parties and shall not be deemed as or construed to be an admission that any such liability exists. Subject to the prior written consent of the other Party (not to be unreasonably withheld, delayed or conditioned), each Party shall be entitled to update the Schedules from and after the date hereof until the Effective Time. The allocation of Assets and Liabilities herein (including on the Schedules hereto) is solely for the purpose of allocating such Assets and Liabilities between Pentair and nVent and is not intended as an admission of liability or responsibility for

any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned Subsidiary of Pentair or nVent.

11.22 Double Recovery Rights . Unless specifically set forth herein, nothing contained in this Agreement shall be construed to permit a Party to recover for any Losses for which such Party has been fully compensated under any other provision of this Agreement or under any other agreement or Action at Law or equity.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their duly authorized representatives.



PENTAIR PLC

By:	/s/ Andrew G. Smyth
	Name:	Andrew G. Smyth
	Title:	Authorized Signatory

NVENT ELECTRIC PLC

By:	/s/ Neil S. Mackintosh
	Name:	Neil S. Mackintosh
	Title:	Authorized Signatory

[ Signature Page to Separation and Distribution Agreement ]

Exhibit 2.2

EXECUTION VERSION

TAX MATTERS AGREEMENT

BY AND BETWEEN

PENTAIR PLC

AND

NVENT ELECTRIC PLC

DATED AS OF APRIL 27, 2018

14834-1332-1290.12

TABLE OF CONTENTS



ARTICLE I DEFINITIONS			1

ARTICLE II ALLOCATION OF TAX LIABILITIES			10
	2.1	General Rule	10
	2.2	Allocation of Federal Income Taxes and Federal Other Taxes	11
	2.3	Allocation of State Income Taxes and State Other Taxes	13
	2.4	Allocation of Foreign Income Taxes and Foreign Other Taxes	15
	2.5	Certain Employment Taxes	16
	2.6	Transfer Taxes	16
	2.7	Proration of Taxes	17
	2.8	Non-U.S. Joint Returns	17
	2.9	Prior Payments	17

ARTICLE III PREPARATION AND FILING OF TAX RETURNS			17
	3.1	ParentCo’s Responsibility	17
	3.2	SpinCo’s Responsibility	18
	3.3	Tax Reporting Practices	18
	3.4	Consolidated or Combined Tax Returns	18
	3.5	Right to Review Tax Returns	18
	3.6	SpinCo Carrybacks and Claims for Refund	19
	3.7	Apportionment of Tax Attributes	19
	3.8	Signing of Returns Prepared by the Other Party	20
	3.9	Dual Consolidated Loss	20

ARTICLE IV TAX PAYMENTS			20
	4.1	Payment of Taxes With Respect to Certain Joint Returns	20
	4.2	Payment of Separate Company Taxes	21
	4.3	Indemnification Payments	21

ARTICLE V TAX BENEFITS			21
	5.1	Tax Refunds	21
	5.2	Correlative Tax Benefits	22
	5.3	SpinCo Carrybacks	23
	5.4	Equity Awards and Incentive Compensation	23

ARTICLE VI TAX-FREE STATUS			24
	6.1	Restrictions on SpinCo	24
	6.2	Restrictions on ParentCo	27
	6.3	Procedures Regarding Opinions and Rulings	27
	6.4	Liability for Tax-Related Losses	28
	6.5	Certain Elections	30
	6.6	Representations	30
	6.7	Chargeable Payments	31



ARTICLE VII ASSISTANCE AND COOPERATION			31
	7.1	Assistance and Cooperation	31
	7.2	Income Tax Return Information	32

ARTICLE VIII TAX RECORDS			32
	8.1	Retention of Tax Records	32
	8.2	Access to Tax Records	33
	8.3	Preservation of Privilege	33

ARTICLE IX TAX CONTENTS			33
	9.1	Notice	33
	9.2	Control of Tax Contests	34

ARTICLE X TAX TREATMENT OF INDEMNIFICATION PAYMENTS			35
	10.1	Gross Up	35
	10.2	Redirection	35
	10.3	Interest Under This Agreement	35

ARTICLE XI DISAGREEMENTS			35
	11.1	Discussion	35
	11.2	Escalation	36

ARTICLE XII MISCELLANEOUS PROVISIONS			36
	12.1	Effectiveness	36
	12.2	Notices	36
	12.3	Authority	37
	12.4	Severability	37
	12.5	Captions, Gender, References, and Number	38
	12.6	Counterparts	38
	12.7	Third-Party Beneficiaries	38
	12.8	Assignability	38
	12.9	Entire Agreement	38
	12.10	Further Assurances	39
	12.11	Waiver	39
	12.12	Expenses	39
	12.13	Late Payments	39
	12.14	No Double Recovery	39
	12.15	Amendment	39
	12.16	Specific Performance	39
	12.17	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	40

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (the “ Agreement ”), dated as of April 27, 2018 (the “ Signing Date ”), by and between Pentair plc, an Irish public limited company (“ ParentCo ”), and nVent Electric plc, an Irish public limited company (“ SpinCo ”) (ParentCo and SpinCo are sometimes collectively referred to herein as the “ Companies ” and, as the context requires, individually referred to herein as a “ Company ”).

RECITALS

A. The Board of Directors of ParentCo has determined that it is in the best interests of ParentCo and its shareholders that the Electrical Business (as defined below) be operated by a newly incorporated publicly traded company and the subsidiaries of such newly incorporated company.

B. ParentCo and SpinCo have entered into a Separation and Distribution Agreement, dated as of April 27, 2018, which contemplates that (i) immediately before the Effective Time (as defined below), the outstanding shares of SpinCo consist of the Initial Share Capital (as defined below), (ii) at the Effective Time, ordinary shares of SpinCo will be distributed to the shareholders of ParentCo (the “ Distribution ”), (iii) shortly after the Effective Time, SpinCo will acquire by surrender, for no consideration, all of its outstanding shares other than the shares issued in the Distribution (such surrenders being referred to as the “ Distribution-Related Redemptions ”).

C. The Companies intend for the Contribution (as defined below) and the Distribution to qualify as a reorganization described in Sections 355 and 368(a)(1)(D) of the Code (as defined below), and to qualify under various reorganization provisions contained in U.K. tax law, including to qualify as an “exempt distribution” under Chapter 5 of Part 23 of the U.K. Corporation Tax Act 2010 and to qualify for relief under sections 136 and 138 of the U.K. Taxation of Chargeable Gains Act 1992. The Companies intend for the Separation Agreement to qualify as a plan of reorganization as described in Treasury Regulation Section 1.368-2(g).

D. The Companies intend for each Internal Contribution (as defined below) to constitute part of a reorganization described in Sections 355 and 368(a)(1)(D) of the Code (as defined below); and the Companies intend for each Internal Distribution (as defined below) to constitute a distribution to which Section 355 of the Code (as defined below) applies.

E. The Companies desire to provide for and agree upon the allocation between them of liabilities, and entitlements to refunds thereof, for certain Taxes arising prior to, at the time of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes and to set forth certain covenants and indemnities relating to the Tax-Free Status (as defined below) of the Contribution, the Distribution, each Internal Contribution, and each Internal Distribution.

NOW, THEREFORE, in consideration of the foregoing and the agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I
DEFINITIONS

The following terms, as used in this Agreement, have the following meanings:

“ Active Trade or Business ” means, (i) with respect to the Distribution, the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder, and taking into account the “separate affiliated group” rules of Section 355(b)(3)(B) of the Code) by SpinCo of the Electrical Business as conducted immediately prior to the Distribution, and (ii) with respect to any Internal Distribution in which a SpinCo Entity is the “distributing corporation” (within the meaning of Section 355(a)(1)(A) of the Code) or the “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code), the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder, and taking into account the “separate affiliated group” rules of Section 355(b)(3)(B) of the Code) by such SpinCo Entity of the portion of the Electrical Business relating to such SpinCo Entity as conducted immediately prior to such Internal Distribution.

“ Adjustment Request ” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

“ Affiliate ” means, when used with respect to a specified Person and at a point in, or with respect to a period of, time, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person at such point in or during such period of time. For the purposes of this definition, “control”, when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract or otherwise. Notwithstanding the two immediately preceding sentences, no member of the ParentCo Group shall be deemed to be an Affiliate of a member of the SpinCo Group solely by reason of having one or more directors in common or by reason of having been under the common control of ParentCo or ParentCo’s shareholders prior to (or, in case of ParentCo’s shareholders, after) the time of the Distribution.

“ Agreement ” means this Tax Matters Agreement.

“ Applicable Interest Rate ” means the Libor Rate (as defined in the Separation Agreement) plus five (5) percentage points.

“ Board Certificate ” has the meaning set forth in Section 6.1(d).

“ Business Day ” has the meaning set forth in the Separation Agreement.

“ Capital Stock ” means, with respect to an Entity, (i) all classes of equity interests in that Entity, (ii) all options, warrants, and other rights to acquire such equity interests, and (iii) all instruments properly treated for Federal Income Tax purposes.as equity interests in that Entity.

“ Check-the-Box Election ” means an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c).

“ Claiming Company ” has the meaning set forth in Section 5.4(a).

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Company ” has the meaning set forth in the first paragraph of this Agreement.

“ Contribution ” means the contribution of the shares of nVent Finance S.à r.l., a société à responsabilité limitée organized under the laws of Luxembourg, that is made by ParentCo to SpinCo pursuant to the Separation Agreement.

“ Controlling Party ” has the meaning set forth in Section 9.2(c).

“ Distribution ” has the meaning set forth in the recitals to this Agreement.

“ Distribution Date ” means the date of the consummation of the Distribution.

“ Distribution-Related Redemptions ” has the meaning set forth in the recitals to this Agreement.

“ Effective Time ” means the time at which the Distribution occurs on the Distribution Date, which time is specified in the Separation Agreement.

“ Electrical Business ” has the meaning set forth in the Separation Agreement.

“ Employee Matters Agreement ” means the Employee Matters Agreement, dated as of April 27, 2018, by and between ParentCo and SpinCo, as amended from time to time.

“ Employing Company ” has the meaning set forth in Section 5.4(a).

“ Employment Tax ” means any Tax the liability or responsibility for which is allocated pursuant to the Employee Matters Agreement.

“ Entity ” means a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, an estate, a cooperative, a joint venture, an unincorporated organization, a governmental unit, or other type of entity. For the avoidance of doubt, an entity that is treated as disregarded for Federal Income Tax purposes is nevertheless treated as an Entity for purposes of this Agreement.

“ Equity Award ” means an “Adjusted Pentair Equity Award” or a “nVent Equity Award” (each as defined in the Employee Matters Agreement).

“ Federal Income Tax ” means any Tax imposed by Subtitle A of the Code (other than an Employment Tax), and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“ Federal Other Tax ” means any Tax imposed by the Code other than any Federal Income Taxes or Employment Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“ Fifty Percent or Greater Interest ” has the meaning ascribed to “50-percent or greater interest” in Sections 355(d) and 355(e) of the Code.

“ Final Determination ” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period: (i) by IRS Form 870-AD (or any successor form thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a State, local, or foreign taxing jurisdiction, except that a Form 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its

terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (iii) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a State, local, or foreign taxing jurisdiction; (iv) by any allowance of a refund or credit in respect of an overpayment of a Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; (v) by a final settlement resulting from a treaty-based competent authority determination; or (vi) by any other final disposition, including by reason of the expiration of the applicable statute of limitations, the execution of a pre-filing agreement with the IRS or other Tax Authority, or by mutual agreement of the parties.

“ Flow Control ” means Flow Control US Holding Corp., a Delaware corporation.

“ Foreign Income Tax ” means any Tax (including any interest, penalties, additions to tax, or additional amounts in respect of Tax) that is (i) imposed by a possession of the United States or a political subdivision thereof, or imposed by any country (other than the United States) or a political subdivision of such country, and (ii) that is an income tax as defined in Treasury Regulation Section 1.901-2.

“ Foreign Other Tax ” means any Tax (including any interest, penalties, additions to tax, or additional amounts in respect of Tax), including a Transfer Tax, that is imposed by a possession of the United States or a political subdivision thereof, or imposed by any country (other than the United States) or a political subdivision of such country, other than any Foreign Income Taxes or Employment Taxes.

“ Gain Recognition Agreement ” means a gain recognition agreement as described in Treasury Regulation Section 1.367(a)-8.

“ Group ” means the ParentCo Group or the SpinCo Group, or both, as the context requires.

“ Hoffman ” means Hoffman Enclosures Inc., a Minnesota corporation.

“ Income Tax ” means any Federal Income Tax, State Income Tax, or Foreign Income Tax.

“ Indemnitee ” has the meaning set forth in Section 10.3.

“ Indemnitor ” has the meaning set forth in Section 10.3.

“ Initial Share Capital ” shall mean all of the shares in the capital of SpinCo issued and outstanding as of immediately prior to the consummation of the Distribution, which consists of two ordinary shares, 25,000 euro deferred shares, with a par value of €1.00 per share, and one preferred share, with a par value of $0.01, all of which are held by an Irish corporate services provider.

“ Internal Contribution ” means, with respect to an Internal Distribution, any contribution of assets to the Entity whose shares are distributed in the Internal Distribution, provided that this contribution is contemplated in the Reorganization Step Plan to constitute part of a reorganization described in Section 368(a)(1)(D) of the Code.

“ Internal Distribution ” means any distribution of shares that is a part of the Internal Reorganization and that is contemplated in the Reorganization Step Plan to constitute a distribution to which Section 355 of the Code applies.

“ Internal Distribution Company ” means a “distributing corporation” (within the meaning of Section 355(a)(1)(A) of the Code), or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code), involved in an Internal Distribution, or any successor thereof.

“ Internal Reorganization ” means the steps in the Plan of Reorganization (as defined in the Separation Agreement), other than the Contribution and the Distribution.

“ IRS ” means the U.S. Internal Revenue Service.

“ Joint Return ” means a consolidated, combined, unitary, group, or other similar Tax Return that actually includes, by election or otherwise, one or more members of the ParentCo Group together with one or more members of the SpinCo Group. For the avoidance of doubt, any Tax Return filed by a member of a German organschaft consisting of at least one member of the ParentCo Group and one member of the SpinCo Group shall be considered a Joint Return, but no U.K. corporation Tax Return shall be considered a Joint Return.

“ Liabilities ” has the meaning set forth in the Separation Agreement.

“ Non-Controlling Party ” has the meaning set forth in Section 9.2(c).

“ Non-Responsible Company ” means, with respect to any Tax Return, the Company other than the Responsible Company with respect to such Tax Return.

“ Notified Action ” has the meaning set forth in Section 6.3(a).

“ Panthro ” means Panthro Acquisition Co., a Delaware corporation.

“ ParentCo ” has the meaning set forth in the first paragraph of this Agreement.

“ ParentCo Group ” means ParentCo and its Affiliates, excluding any Entity that is a member of the SpinCo Group.

“ ParentCo Individual ” means a “Pentair Group Employee,” “Pentair Director,” “Former Pentair Group Employee,” or a “Former Pentair Director” (each as defined in the Employee Matters Agreement).

“ ParentCo Separate Return ” means any Tax Return of or including any member of the ParentCo Group (including any consolidated, combined, unitary, or group Tax Return) that does not include any member of the SpinCo Group.

“ Past Practices ” has the meaning set forth in Section 3.3(a).

“ Payment Date ” means (i) with respect to any Federal Income Tax Return, (A) the due date for any required installment of estimated taxes determined under Section 6655 of the Code, (B) the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, or (C) the date the return is filed, as the case may be, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

“ Payor ” has the meaning set forth in Section 4.3(a).

“ Person ” means an individual or an Entity.

“ Post-Distribution Period ” means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.

“ Pre-Distribution Period ” means any Tax Period ending on or before the Distribution Date and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Distribution Date.

“ Privilege ” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege, and any privilege relating to internal evaluation processes.

“ Proposed Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding, or arrangement, within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder (including Treasury Regulation Section 1.355-7), to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo would merge or consolidate with any other Person or as a result of which any Person or any group of related Persons would (directly or indirectly) acquire, or have the right to acquire, from any SpinCo Specified Entity or one or more holders of shares of a SpinCo Specified Entity, a number of shares of the SpinCo Specified Entity that would, when combined with any other changes in the ownership of the shares of the SpinCo Specified Entity that is pertinent for purposes of Section 355(e) of the Code, comprise 35% or more of (i) the value of all outstanding shares of the SpinCo Specified Entity as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of the SpinCo Specified Entity as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a shareholder rights plan, or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a Person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

“ Related Agreement ” means any Ancillary Agreement (as defined in the Separation Agreement), other than this Tax Matters Agreement.

“ Reorganization Step Plan ” means that certain document titled “Pentair plc – Project Metric - Step Plan”, dated April 25, 2018, which describes the transactions involved in the Internal Reorganization, the Contribution, and the Distribution.

“ Representation Letters ” means any representations, officer’s certificates, representation letters, or other materials delivered or deliverable by ParentCo, its Affiliates, or representatives thereof or

SpinCo, its Affiliates, or representatives thereof in connection with the Tax Opinions or any Ruling Request.

“ Required Party ” has the meaning set forth in Section 4.3(a).

“ Responsible Company ” means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.

“ Retention Date ” has the meaning set forth in Section 8.1.

“ Ruling ” means (i) a private letter ruling issued by the IRS in connection with any component of the Separation Transactions, and (ii) any ruling issued by a Tax Authority (other than the IRS) in connection with any component of the Separation Transactions.

“ Ruling Request ” means any letter filed by ParentCo or its Affiliates with the IRS or other Tax Authority requesting a ruling regarding certain tax consequences of the Separation Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.

“ Section 6.1(d) Acquisition Transaction ” means any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 35%.

“ Separate Return ” means a ParentCo Separate Return or a SpinCo Separate Return, as the case may be.

“ Separation Agreement ” means the Separation and Distribution Agreement, dated as of April 27, 2018, by and between ParentCo and SpinCo, as amended from time to time.

“ Separation Transaction ” means any transaction forming part of the Internal Reorganization, the Contribution, or the Distribution.

“ Sharing Percentage ” means (i) with respect to ParentCo, 55%, and (ii) with respect to SpinCo, 45%.

“ Signing Date ” has the meaning set forth in the first paragraph of this Agreement.

“ SpinCo ” has the meaning set forth in the first paragraph of this Agreement.

“ SpinCo Carryback ” means any net operating loss, net capital loss, excess tax credit, or other similar Tax item of any member of the SpinCo Group which may or must be carried from one Tax Period to a prior Tax Period under the Code or other applicable Tax Law.

“ SpinCo Entity ” means an Entity that is a member of the SpinCo Group.

“ SpinCo Group ” means, as of any time of determination (whether before or after the Distribution), the group consisting of (i) SpinCo, (ii) each Entity that is a Subsidiary of SpinCo as of the time of determination, (iii) each Entity that is not a Subsidiary of SpinCo as of a time of determination before the Distribution but that later becomes a Subsidiary of SpinCo by the time of the Distribution, and (iv) each Entity that becomes an Affiliate (other than a Subsidiary) of SpinCo after the Distribution.

“ SpinCo Individual ” means a “nVent Group Employee,” “Transferred Director,” or “Former nVent Group Employee” (each as defined in the Employee Matters Agreement).

“ SpinCo Separate Return ” means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, unitary, or group Tax Return) that does not include any member of the ParentCo Group.

“ SpinCo Specified Entity ” means (i) SpinCo, or (ii) any SpinCo Entity that is an Internal Distribution Company.

“ State Income Tax ” means any Tax imposed by any State of the United States, or by any political subdivision of any such State, which is imposed on or measured by net income, including state or local franchise or similar Taxes measured by net income, as well as any state or local franchise, capital or similar Taxes imposed in lieu of a tax imposed on or measured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“ State Other Tax ” means any Tax imposed by any State of the United States, or by any political subdivision of any such State, other than any State Income Taxes or Employment Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“ Straddle Period ” means any Tax Period that begins on or before and ends after the Distribution Date.

“ Subsidiary ” means, with respect to a Person, any Entity that is controlled, directly or indirectly, by such Person.

“ Tax ” or “ Taxes ” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, escheat, alternative minimum, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), and any liability for repayment of unlawful state aid in relation to Tax, imposed by any governmental entity or political subdivision thereof, and any interest, penalty, additions to tax, or additional amounts in respect of the foregoing.

“ Tax Advisor ” means a tax counsel or accountant, in each case of recognized national standing.

“ Tax Attribute ” means earnings and profits, tax basis, net operating and capital loss carryovers or carrybacks, alternative minimum Tax credit carryovers or carrybacks, general business credit carryovers or carrybacks, income tax credits or credits against income tax, disqualified interest and excess limitation carryovers or carrybacks, overall foreign losses, research and experimentation credit base periods, and all other items that are determined or computed on an affiliated group basis (as defined in Section 1504(a) of the Code determined without regard to the exclusion contained in Section 1504(b)(3) of the Code), or similar Tax items determined under applicable Tax law.

“ Tax Authority ” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“ Tax Benefit ” means any refund, credit, or other reduction in otherwise required liability for Taxes.

“ Tax Contest ” means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

“ Tax-Free Status ” means, with respect to the Distribution and with respect to any Internal Distribution, the qualification of the Distribution or Internal Distribution (as the case may be), taken together with the related Contribution or any related Internal Contribution (as the case may be), as: (i) a transaction described in Sections 355(a) and 368(a)(1)(D) of the Code, or Section 355(a) of the Code, as applicable; (ii) a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c)(2), 355(d), 355(e), and 361(c) of the Code; and (iii) a transaction in which the “distributing corporation” (within the meaning of Section 355(a)(1)(A) of the Code) involved in the Distribution or Internal Distribution recognizes no income or gain for Federal Income Tax purposes pursuant to Sections 355, 361, and 1032 of the Code (other than intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code) and the shareholders of such distributing corporation recognize no income or gain for Federal Income Tax purposes (other than with respect to any cash received in lieu of fractional shares).

“ Tax Item ” means, with respect to any Income Tax, any item of income, gain, deduction, loss, or credit.

“ Tax Law ” means the law of any governmental entity or political subdivision thereof relating to any Tax.

“ Tax Opinions ” means the opinions of Deloitte Tax LLP deliverable to ParentCo in connection with the Separation Transactions.

“ Tax Period ” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“ Tax Records ” means any (i) Tax Returns, (ii) Tax Return workpapers, (iii) documentation relating to any Tax Contests, and (iv) any other books of account or records (whether or not in written, electronic, or other tangible or intangible forms and whether or not stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case filed with respect to or otherwise relating to Taxes.

“ Tax-Related Losses ” means (i) all Taxes (including interest and penalties thereon) imposed pursuant to any settlement, Final Determination, judgment, or otherwise; (ii) all reasonable accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes; and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by ParentCo (or any ParentCo Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of the Contribution, the Distribution, any Internal Contribution, or any Internal Distribution to have Tax-Free Status, or from any other failure of a Separation Transaction to have the tax treatment described in the Tax Opinions or Reorganization Step Plan.

“ Tax Return ” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments,

exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“ Tracer ” means Tracer Industries, Inc., a Delaware corporation.

“ Tracer Transaction ” means (i) the sale of the shares of Tracer by Flow Control to Hoffman pursuant to that certain Stock Transfer Agreement, dated April 27, 2017, and (ii) the sale of intellectual property pursuant to that certain Intellectual Property Purchase Agreement, dated April 27, 2017, by Tracer (and by the other sellers named in such Intellectual Property Purchase Agreement) to Pentair Flow Services AG, a Swiss corporation.

“ Transfer Pricing Adjustment ” means any proposed or actual allocation by a Tax Authority of any Tax Item between or among any member of the ParentCo Group and any member of the SpinCo Group with respect to any Tax Period ending prior to or including the Distribution Date.

“ Transfer Tax ” means any sale, use, value-added, goods and services, consumption, excise, transfer, stamp, documentary, filing, recordation Tax or similar Tax, in each case imposed or payable upon any Separation Transaction.

“ Transition Services Agreement ” means the Transition Services Agreement, dated as of April 27, 2018, by and between ParentCo and SpinCo, as amended from time to time.

“ Treasury Regulations ” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“ Tyco TSA ” means the Tax Sharing Agreement, dated as of September 28, 2012, by and among Pentair Ltd., Tyco International Ltd., Tyco International Finance S.A., and The ADT Corporation.

“ Unqualified Tax Opinion ” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is acceptable to ParentCo, on which ParentCo may rely to the effect that a transaction will not affect the Tax-Free Status of the Contribution and the Distribution, and will not affect the Tax-Free Status of each Internal Contribution and Internal Distribution. Any such opinion must assume that the Contribution, the Distribution, and each Internal Contribution and Internal Distribution would have qualified for Tax-Free Status if the transaction in question did not occur.

ARTICLE II
ALLOCATION OF TAX LIABILITIES

2.1. General Rule .

(a) ParentCo Liability . ParentCo shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against, the following:

(i) any liability for Taxes which are allocated to ParentCo under this Article II or Exhibit B ;

(ii) any liability for Tax-Related Losses that ParentCo is liable for under Section 6.4; and

(iii) any liability for Taxes as a result of ParentCo’s breach of a warranty or covenant in the Separation Agreement or any Related Agreement.

(b) SpinCo Liability . SpinCo shall be liable for, and shall indemnify and hold harmless the ParentCo Group from and against, the following:

(i) any liability for Taxes which are allocated to SpinCo under this Article II or Exhibit B ;

(ii) any liability for Tax-Related Losses that SpinCo is liable for under Section 6.4; and

(iii) any liability for Taxes as a result of SpinCo’s breach of a warranty or covenant in the Separation Agreement or any Related Agreement.

2.2. Allocation of Federal Income Taxes and Federal Other Taxes . Except as provided in Sections 2.5 and 2.6, Federal Income Tax and Federal Other Tax shall be allocated as follows:

(a) Allocation of Federal Income Tax and Federal Other Tax Relating to Joint Returns .

(i) Subject to Sections 2.2(a)(ii)-2.2(a)(viii), ParentCo shall be responsible for any and all Federal Income Taxes or Federal Other Taxes that are due with respect to, or required to be reported on, any Joint Return and that are allocable to Pre-Distribution Periods (including any increase in such Taxes as a result of a Final Determination).

(ii) The responsibility for any Federal Income Taxes that are attributable to amounts included in income pursuant to Section 965 of the Code for a Pre-Distribution Period beginning after December 31, 2016 and that are due with respect to, or required to be reported on, any Joint Return (including any increase in such Taxes as a result of a Final Determination) shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages; provided, however, that with respect to the first installment of Federal Income Taxes payable by Panthro (or any Subsidiary of Panthro) under Section 965(h)(1)(A) of the Code as a result of an election under Section 965(h)(1) of the Code relating to a taxable year ending on December 31, 2017, the responsibility for any such Federal Income Taxes shall be borne solely by ParentCo to the extent that the amount of such first installment does not exceed $2,100,000.

(iii) The responsibility for any payments that are required, under the terms of the Tyco TSA, to be made after the Distribution Date by ParentCo to any other party to the Tyco TSA in respect of Federal Income Taxes or Federal Other Taxes shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages.

(iv) The responsibility for any Federal Income Taxes or Federal Other Taxes that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period ending on or before December 31, 2017 and that are attributable to the treatment by Hoffman of the debt it assumed in connection with the Tracer Transaction shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages.

(v) The responsibility for any increase in Federal Income Taxes or Federal Other Taxes (other than Taxes the responsibility for which is allocated pursuant to Section 2.2(a)(iv) or Section 2.2(a)(vi)) that (A) is a result of a Final Determination after the Distribution Date, (B) is with respect to a Joint Return for a Pre-Distribution Period, and (C) is attributable to a SpinCo Entity (including a SpinCo Entity that is treated for Federal Income Tax purposes as a disregarded entity) shall be borne by SpinCo.

(vi) The responsibility for any Federal Income Taxes or Federal Other Taxes (other than Taxes the responsibility for which is allocated pursuant to Section 2.2(a)(iv)) that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period and that are attributable to the Tracer Transaction shall be borne by ParentCo.

(vii) The responsibility for any Federal Income Taxes or Federal Other Taxes that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period ending on or before December 31, 2017 and that are attributable to the treatment of the items of income, gain, deduction, or loss recognized by Flow Control itself (not including any items that are taken into account by Flow Control as its distributive share of items of an Entity that is classified for Federal Income Tax purposes as a partnership or disregarded entity), or that are attributable to payments by Flow Control of amounts subject to withholding Tax under Sections 1441-1474 of the Code, shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages.

(viii) The responsibility for any Federal Income Taxes or Federal Other Taxes (other than Taxes the responsibility for which is allocated pursuant to Section 2.2(a)(ii)) that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period ending on or before December 31, 2017 and that are attributable to the treatment of the items of income, gain, deduction, or loss recognized by Panthro itself (not including any items that are taken into account by Panthro as its distributive share of items of an Entity that is classified for Federal Income Tax purposes as a partnership or disregarded entity), or that are attributable to payments by Panthro of amounts subject to withholding Tax under Sections 1441-1474 of the Code, shall be shared by ParentCo and SpinCo in accordance with the following percentages: (A) ParentCo – 70%; and (B) SpinCo – 30%.

(b) Allocation of Federal Income Tax and Federal Other Tax Relating to Separate Returns .

(i) ParentCo shall be responsible for any and all Federal Income Taxes or Federal Other Taxes due with respect to, or required to be reported on, any ParentCo Separate Return (including any increase in such Taxes as a result of a Final Determination) for all Tax Periods.

(ii) SpinCo shall be responsible for any and all Federal Income Taxes or Federal Other Taxes due with respect to, or required to be reported on,

any SpinCo Separate Return (including any increase in such Taxes as a result of a Final Determination) for all Tax Periods.

(c) Certain Dual Consolidated Loss Matters . If (A) immediately prior to the Distribution Date, one or more SpinCo Entities and one or more ParentCo Entities are members of a “combined separate unit” (within the meaning of Treasury Regulation Section 1.1503(d)-1(b)(4)(ii)), and (B) one or more SpinCo Entities timely file with the IRS an agreement in accordance with Treasury Regulation Section 1.1503(d)-6(f)(2)(iii)(A) with respect to any “dual consolidated loss” (within the meaning of Section 1503(d) of the Code and Treasury Regulation Section 1.1503(d)-1(b)(5)) of such combined separate unit incurred in a Pre-Distribution Period, then:

(i) if any member of the SpinCo Group is required to take into account a recapture of any portion or all of such “dual consolidated loss” with respect to such “combined separate unit” as a result of a “triggering event” (within the meaning of Treasury Regulation Section 1.1503(d)-6(e)) occurring after the Distribution Date with respect to any ParentCo Entity, the responsibility for any Federal Income Taxes attributable to such recapture shall be borne by ParentCo; and

(ii) if any member of the ParentCo Group is required to take into account a recapture of any portion or all of such “dual consolidated loss” with respect to such “combined separate unit” as a result of a “triggering event” occurring after the Distribution Date with respect to any SpinCo Entity, the responsibility for any Federal Income Taxes attributable to such recapture shall be borne by SpinCo.

2.3. Allocation of State Income Taxes and State Other Taxes . Except as provided in Sections 2.5 and 2.6, State Income Tax and State Other Tax shall be allocated as follows:

(a) Allocation of State Income Tax and State Other Tax Relating to Joint Returns .

(i) Subject to Sections 2.3(a)(ii)-2.3(a)(ix), ParentCo shall be responsible for any and all State Income Taxes or State Other Taxes that are due with respect to, or required to be reported on, any Joint Return and that are allocable to Pre-Distribution Periods (including any increase in such Taxes as a result of a Final Determination).

(ii) The responsibility for any State Income Taxes that are attributable to amounts included in income for Federal Income Tax purposes pursuant to Section 965 of the Code for a Pre-Distribution Period beginning after December 31, 2016 and that are due with respect to, or required to be reported on any Joint Return (including any increase in such Taxes as a result of a Final Determination) shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages.

Taxes shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages.

(iv) The responsibility for any State Income Taxes or State Other Taxes that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period ending on or before December 31, 2017 and that are attributable to the treatment by Hoffman of the debt it assumed in connection with the Tracer Transaction shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages.

(v) The responsibility for any increase in State Income Taxes or State Other Taxes (other than Taxes the responsibility for which is allocated pursuant to Section 2.3(a)(iv) or Section 2.3(a)(vi)) that (A) is a result of a Final Determination (after the Distribution Date) that relates to Federal Income Taxes and that causes an adjustment to items of income, gain, deduction, or loss taken into account for purposes of State Income Taxes or State Other Taxes, (B) is with respect to a Joint Return for a Pre-Distribution Period, and (C) is attributable to a SpinCo Entity (including a SpinCo Entity that is treated for Federal Income Tax purposes as a disregarded entity) shall be borne by SpinCo to the extent that such increase is attributable (as determined on a “with and without” basis) to such Final Determination that relates to Federal Income Taxes.

(vi) The responsibility for any State Income Taxes or State Other Taxes (other than Taxes the responsibility for which is allocated pursuant to Section 2.3(a)(iv)) that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period and that are attributable to the Tracer Transaction shall be borne by ParentCo.

(vii) The responsibility for any State Income Taxes or State Other Taxes that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period ending on or before December 31, 2017 and that are attributable to the treatment of the items of income, gain, deduction, or loss recognized by Flow Control itself (not including any items that are taken into account by Flow Control as its distributive share of items of an Entity that is classified for Federal Income Tax purposes as a partnership or disregarded entity) shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages.

(viii) The responsibility for any State Income Taxes or State Other Taxes (other than Taxes the responsibility for which is allocated pursuant to Section 2.3(a)(ii)) that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a Joint Return for a Pre-Distribution Period ending on or before December 31, 2017 and that are attributable to the treatment of the items of income, gain, deduction, or loss recognized by Panthro itself (not including any items that are taken into account by Panthro as its distributive share of items of an Entity that is classified for Federal Income Tax purposes as a partnership or disregarded entity) shall be

shared by ParentCo and SpinCo in accordance with the following percentages: (A) ParentCo – 70%; and (B) SpinCo – 30%.

(ix) The responsibility for any increase in State Income Taxes or State Other Taxes (other than Taxes the responsibility for which is allocated pursuant to Sections 2.3(a)(iv)-2.3(a)(viii)) that (A) is a result of a Final Determination after the Distribution Date (including a Final Determination that relates to Federal Income Taxes and that causes an adjustment to items of income, gain, deduction, or loss taken into account for purposes of State Income Taxes or State Other Taxes), and (B) is with respect to a Joint Return for a Pre-Distribution Period shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages.

(b) Allocation of State Income Tax and State Other Tax Relating to Separate Returns .

(i) Subject to Sections 2.3(b)(iii) and 2.3(b)(iv), ParentCo shall be responsible for any and all State Income Taxes or State Other Taxes due with respect to, or required to be reported on, any ParentCo Separate Return (including any increase in such Taxes as a result of a Final Determination) for all Tax Periods.

(ii) Subject to Sections 2.3(b)(iii) and 2.3(b)(iv), SpinCo shall be responsible for any and all State Income Taxes or State Other Taxes due with respect to, or required to be reported on, any SpinCo Separate Return (including any increase in such Taxes as a result of a Final Determination) for all Tax Periods.

(iii) The responsibility for any State Income Taxes or State Other Taxes that are paid after the Distribution Date (including any such payments as a result of a Final Determination) with respect to a SpinCo Separate Return for a Pre-Distribution Period and that are attributable to the Tracer Transaction shall be borne by ParentCo.

(iv) If a refund of State Income Taxes or State Other Taxes is received after the Distribution Date by a SpinCo Entity with respect to a SpinCo Separate Return for a Pre-Distribution Period and if such refund is attributable to the Tracer Transaction, then within twenty (20) Business Days after the SpinCo Group receives such refund SpinCo shall pay over to ParentCo an amount equal to the amount of such refund (and any interest thereon received from the applicable Tax Authority), net of any expenses (including Taxes) that are incurred by the SpinCo Group and that are reasonably related to the obtaining of such refund (or interest).

2.4. Allocation of Foreign Income Taxes and Foreign Other Taxes . Except as provided in Sections 2.5 and 2.6, and subject to the provisions of Exhibit B , Foreign Income Tax and Foreign Other Tax shall be allocated as follows:

(a) Allocation of Foreign Income Tax and Foreign Other Tax Relating to Joint Returns .

(i) Allocation to SpinCo for Pre-Distribution Periods . SpinCo shall be responsible for any and all Foreign Income Taxes or Foreign Other Taxes that, following the Distribution Date, are required to be paid with respect to, or required to be reported on, any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-Distribution Periods and that are attributable to the SpinCo Group. For purposes of this Section 2.4(a)(i), subject to the provisions of Exhibit B , the amount of Foreign Income Taxes attributable to the SpinCo Group shall be as determined by ParentCo on a pro forma SpinCo Group return prepared: (A) including only Tax Items of members of the SpinCo Group that were included in the relevant Joint Return; (B) using all elections, accounting methods and conventions used on such Joint Return for such period; and (C) applying the highest statutory marginal corporate Income Tax rate (for all applicable income Taxes, whether imposed by the national government of the relevant country or by any political subdivision thereof) in effect for such Tax Period. The amount of Foreign Income Taxes attributable to the Electrical Business for any Tax Period shall not be less than zero.

(ii) Allocation to ParentCo for Pre-Distribution Periods . ParentCo shall be responsible for any and all Foreign Income Taxes or Foreign Other Taxes that, following the Distribution Date, are required to be paid with respect to, or required to be reported on, any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-Distribution Periods, other than those Foreign Income Taxes or Foreign Other Taxes for which SpinCo is responsible as described in Section 2.4(a)(i).

(b) Allocation of Foreign Income Tax and Foreign Other Tax Relating to Separate Returns .

(i) ParentCo shall be responsible for any and all Foreign Income Taxes or Foreign Other Taxes that, following the Distribution Date, are required to be paid with respect to, or required to be reported on, any ParentCo Separate Return (including any Foreign Income Tax of ParentCo or any member of the ParentCo Group imposed by way of withholding by a member of the SpinCo Group), and including any increase in such Tax as a result of a Final Determination, for all Tax Periods.

(ii) SpinCo shall be responsible for any and all Foreign Income Taxes or Foreign Other Taxes that, following the Distribution Date, are required to be paid with respect to, or required to be reported on, any SpinCo Separate Return (including any Foreign Income Tax of SpinCo or any member of the SpinCo Group imposed by way of withholding by a member of the ParentCo Group), and including any increase in such Tax as a result of a Final Determination, for all Tax Periods.

2.5. Certain Employment Taxes . Notwithstanding anything contained herein to the contrary, this Agreement, including this Article II, shall not apply with respect to Employment Taxes. Employment Taxes shall be allocated as provided in the Employee Matters Agreement.

2.6. Transfer Taxes . The Companies shall cooperate with each other and shall use their commercially reasonable efforts to reduce any Transfer Taxes. ParentCo shall bear the responsibility for any Transfer Taxes that are paid after the Distribution Date (including any such

payments as a result of a Final Determination) as a result of the redemption of any shares of Pentair Technical Solutions GmbH, a company organized under the laws of Germany, that are owned by Pentair Investments Switzerland GmbH, a company organized under the laws of Switzerland. Except as described in the immediately preceding sentence, the responsibility for any Transfer Taxes that are paid after the Distribution Date (including any such payments as a result of a Final Determination) shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages.

2.7. Proration of Taxes . In the event that it becomes necessary to allocate Taxes for a Straddle Period between the portion of the Straddle Period constituting a Pre-Distribution Period and the portion constituting a Post-Distribution Period:

(a) Taxes imposed on income or gains shall be apportioned to the Pre-Distribution Period based on a hypothetical closing of the books as of the close of business on the Distribution Date, provided that (i) any transaction that is undertaken outside the ordinary course of business on the Distribution Date (but after the Effective Time) by a member of the SpinCo Group shall be treated for all Tax purposes (to the extent permitted by applicable Tax Law) as occurring at the beginning of the day immediately following the Distribution Date in accordance with the principles of Treasury Regulation Section 1.1502-76(b) (or of any similar provisions of state, local or foreign Tax Law), and (ii) a mid-month proration in accordance with the principles of Treasury Regulation Section 1.1502-76(b)(2)(iii) (or of any similar provisions of state, local or foreign Tax Law) may be used in ParentCo’s discretion; and

(b) Taxes imposed on a periodic basis (e.g., property taxes) shall be allocated on a per diem basis.

2.8. Non-U.S. Joint Returns . Exhibit B contains provisions relating to procedures for and allocations of Tax liabilities on the separation of certain members of the SpinCo Group and/or certain members of the ParentCo Group from groups of companies that file a Joint Return in respect of Foreign Income Taxes or Foreign Other Taxes pursuant to the laws of Australia, France, Germany, the Netherlands, and the United Kingdom. SpinCo and ParentCo shall, and shall procure that their Subsidiaries shall, comply with the provisions set out in Exhibit B . To the extent that anything in Exhibit B conflicts with any other provision in this Agreement, the provisions of Exhibit B shall apply.

2.9. Prior Payments . For the avoidance of doubt, neither Company shall have any obligation under this Article II to reimburse the other Company for payments made by the other Company prior to the Distribution Date in respect of Taxes for which the first Company is allocated the responsibility under this Agreement (whether such payments are made to a Tax Authority, or to the first Company, or to any other Person).

ARTICLE III
PREPARATION AND FILING OF TAX RETURNS

3.1. ParentCo’s Responsibility . ParentCo has the exclusive obligation and right to prepare and file or to cause to be prepared and filed:

(a) All Joint Returns (other than those Joint Returns that are described in Exhibit A ); and

(b) ParentCo Separate Returns.

3.2. SpinCo’s Responsibility . SpinCo shall prepare and file, or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the SpinCo Group other than those Tax Returns which ParentCo is required to prepare and file under Section 3.1. The Tax Returns required to be prepared and filed by SpinCo under this Section 3.2 shall include any SpinCo Separate Returns.

3.3. Tax Reporting Practices .

(a) ParentCo General Rule . Except as provided in Section 3.3(c), ParentCo shall prepare any Tax Return for a Pre-Distribution Period which it has (under Section 3.1) the obligation and right to prepare and file, or cause to be prepared and filed, using past practices, accounting methods, elections or conventions (“ Past Practices ”) used with respect to the Tax Returns in question (unless there is no reasonable basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no reasonable basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by ParentCo.

(b) SpinCo General Rule . Except as provided in Section 3.3(c), with respect to any Tax Return for a Pre-Distribution Period that SpinCo has (under Section 3.2) the obligation and right to prepare and file, or cause to be prepared and filed, such Tax Return shall be prepared in accordance with Past Practices used with respect to the Tax Returns in question (unless there is no reasonable basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no reasonable basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by SpinCo.

(c) Reporting of Separation Transactions . The Tax treatment of the Separation Transactions reported on any Tax Return shall be consistent with the treatment thereof in the Tax Opinions, any Rulings, and the Reorganization Step Plan, taking into account the jurisdiction in which such Tax Returns are filed. Such treatment reported on any Tax Return for which SpinCo is the Responsible Company shall be consistent with that on any Tax Return filed or to be filed by ParentCo or any member of the ParentCo Group or caused or to be caused to be filed by ParentCo.

3.4. Consolidated or Combined Tax Returns . SpinCo shall elect and join, and shall cause its respective Affiliates to elect and join, in filing any Joint Returns that ParentCo determines are required to be filed, or that ParentCo elects to file, pursuant to Section 3.1(a).

3.5. Right to Review Tax Returns .

(a) General . The Responsible Company with respect to any Tax Return shall make the portion of such Tax Return and related workpapers which are relevant to the determination of the Non-Responsible Company’s rights or obligations under this Agreement available for review by the Non-Responsible Company, if requested, to the extent: (i) such Tax Return relates to Taxes for which the Non-Responsible Company would reasonably be expected to be liable; (ii) such Tax Return relates to Taxes and the Non-Responsible Company would reasonably be expected to be liable in whole or in part for any additional Taxes owing as a result of adjustments to the amount of such Taxes reported on such Tax Return; (iii) such Tax Return relates to Taxes for which the Non-Responsible Company would reasonably be expected to have a claim for Tax Benefits

under this Agreement; or (iv) the Non-Responsible Company reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement.

(b) Obligations of Responsible Company . The Responsible Company with respect to a Tax Return shall: (i) notify the Non-Responsible Company of the Tax Return at least thirty (30) days before the filing date, (ii) provide to the Non-Responsible Company a copy of the relevant portion of the Tax Return and related workpapers within five (5) days after a request by the Non-Responsible Company, if such request is made within five (5) days after receipt of the notice described in clause (i); and (iii) consider in good faith any comments that the Non-Responsible Company makes, if such comments are made within ten (10) days after the Non-Responsible Company’s receipt of the relevant portion of the Tax Return and related workpapers. Any dispute regarding the application of this Section 3.5 shall be resolved in accordance with the provisions of Article XI.

3.6. SpinCo Carrybacks and Claims for Refund . Unless the prior written consent of ParentCo is obtained (which consent may not be unreasonably withheld, conditioned, or delayed), SpinCo shall (and shall cause each other member of the SpinCo Group to) (i) not file an Adjustment Request with respect to any Tax Return that reflects Taxes for which ParentCo is responsible under Article II, (ii) make any available election to waive the right to claim a SpinCo Carryback (arising in a Post-Distribution Period) in any Tax Return that reflects Taxes for which ParentCo is responsible under Article II, and (iii) not make any affirmative election to claim any such SpinCo Carryback.

3.7. Apportionment of Tax Attributes .

(a) Subject to Exhibit B , ParentCo may determine in good faith the amount of any Tax Attributes arising in a Pre-Distribution Period that shall be allocated or apportioned to the SpinCo Group under applicable Tax Law, or may provide SpinCo relevant information for making such determination, provided that this Section 3.7 shall not be construed as obligating ParentCo to undertake any such determination or provide any such information. SpinCo and all other members of the SpinCo Group shall prepare all Tax Returns in accordance with any such determination. SpinCo may request that ParentCo undertake a determination of the portion, if any, of any particular Tax Attribute to be allocated or apportioned to the SpinCo Group under applicable Tax Law. To the extent that ParentCo determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise SpinCo of its intention to undertake such determination within twenty (20) Business Days after the receipt of such request, SpinCo shall be permitted to undertake such determination at its own cost and expense and shall notify ParentCo of its determination, which determination shall not be binding upon ParentCo.

(b) In the event that ParentCo does determine the allocation or apportionment of a Tax Attribute, and SpinCo disagrees with the determination, the dispute shall be addressed by Article XI with the proviso that if SpinCo disagrees with ParentCo’s calculation and wants to pursue its rights under Section 11.2, SpinCo must provide written notice within forty-five (45) days of its receipt of ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, SpinCo shall not subsequently dispute or take a position contrary to ParentCo’s allocation or apportionment of Tax Attributes. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, ParentCo shall bear no liability to SpinCo for determinations made by ParentCo pursuant to this Section 3.7 if any such determination

shall be found or asserted to be inaccurate. If the amount of any Tax Attribute is later increased or reduced as a result of a Final Determination, such increase or reduction shall be allocated to the Entity to which such Tax Attribute was allocated pursuant to this Section 3.7.

3.8. Signing of Returns Prepared by the Other Party . In the event that a member of the SpinCo Group is required under applicable Tax Law to sign a Tax Return for which ParentCo is the Responsible Company, or in the event that a member of the ParentCo Group is required under applicable Tax Law to sign a Tax Return for which SpinCo is the Responsible Company, such member of the SpinCo Group or of the ParentCo Group (as the case may be) shall nevertheless sign the Tax Return prepared (or caused to be prepared) by the Responsible Company if (i) each material position taken on such Tax Return has substantial authority as that term is defined under Section 6662 of the Code (or the equivalent under any applicable Tax Law other than Federal Income Tax Law), and (ii) the Tax Return is submitted for such signature at least five (5) Business Days before the day on which the Tax Return is to be filed.

3.9. Dual Consolidated Loss . Each Company shall (and shall cause all of its relevant Subsidiaries to) comply with the requirements of Treasury Regulation Sections 1.1503(d)-6(f)(2)(iii), 1.1503(d)-8(b)(4), and 1.1503-2(g)(2)(iv)(B), as applicable, with respect to any “dual consolidated loss” (within the meaning of Section 1503(d) of the Code and Treasury Regulation Sections 1.1503(d)-1(b)(5) and 1.1503-2(c)(5)) that either Company (or a Subsidiary of either Company) is otherwise likely to be required to include in income for Federal Income Tax purposes as a result of the Separation Transactions. In particular, if immediately prior to the Distribution Date one or more SpinCo Entities and one or more ParentCo Entities are members of a “combined separate unit” (within the meaning of Treasury Regulation Section 1.1503(d)-1(b)(4)(ii)), then: (A) SpinCo shall cause the applicable members of its Group to timely file with the IRS an agreement in accordance with Treasury Regulation Section 1.1503(d)-6(f)(2)(iii)(A) with respect to any “dual consolidated loss” of such combined separate unit incurred in a Pre-Distribution Period; and (B) ParentCo shall cause the applicable members of its Group to timely file with the IRS an agreement in accordance with Treasury Regulation Section 1.1503(d)-6(f)(2)(iii)(B) with respect to any “dual consolidated loss” of such combined separate unit incurred in a Pre-Distribution Period.

ARTICLE IV
TAX PAYMENTS

4.1. Payment of Taxes With Respect to Certain Joint Returns . In the case of any Joint Return:

(a) Computation and Payment of Tax Due . At least three (3) Business Days prior to any Payment Date for any such Tax Return, the Responsible Company shall compute the amount of Tax required to be paid to the applicable Tax Authority (taking into account the requirements of Section 3.3 relating to consistent accounting practices, as applicable) with respect to such Tax Return on such Payment Date. The Responsible Company shall pay such amount to such Tax Authority on or before such Payment Date (and provide notice and proof of payment to the other Company).

(b) Computation and Payment of Liability With Respect To Tax Due . Within twenty (20) Business Days following the receipt of any notice described in Section 4.1(a): (i) if ParentCo is the Responsible Company, then SpinCo shall pay to ParentCo the amount allocable to the SpinCo Group under the provisions of Article II; and (ii) if SpinCo is the Responsible Company, then ParentCo shall pay to SpinCo the amount allocable to the ParentCo Group under the provisions of Article II.

(c) Adjustments Resulting in Underpayments . In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the other Company in accordance with Article II, and SpinCo shall pay to ParentCo any amount due ParentCo (or ParentCo shall pay SpinCo any amount due SpinCo) under Article II within twenty (20) Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto.

4.2. Payment of Separate Company Taxes . Each Company shall pay, or shall cause to be paid, to the applicable Tax Authority when due all Taxes owed by such Company or a member of such Company’s Group with respect to a Separate Return.

4.3. Indemnification Payments .

(a) If any Company (the “ Payor ”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Company (the “ Required Party ”) is liable for under this Agreement, the Required Party shall indemnify the Payor for such payment, and such indemnification shall be made within twenty (20) Business Days after delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto.

(b) All indemnification payments under this Agreement shall be made by ParentCo directly to SpinCo or by SpinCo directly to ParentCo (as the case may be); provided, however, that if the Companies mutually agree with respect to any such indemnification payment, any member of the ParentCo Group, on the one hand, may make such indemnification payment to any member of the SpinCo Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article X.

ARTICLE V
TAX BENEFITS

5.1. Tax Refunds . ParentCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which ParentCo is liable under this Agreement. SpinCo shall be entitled (subject to Section 2.3(b)(iv), and subject to the limitations provided in Section 3.6) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which SpinCo is liable under this Agreement. Within twenty (20) Business Days after a Company whose Group receives a refund of Taxes (or any interest thereon received from the applicable Tax Authority) to which the other Company is entitled under this Agreement, the Company whose Group received such refund of Taxes (or interest) shall pay over to the other Company an amount equal to the amount of such refund (or interest), net of any expenses (including Taxes) that are incurred by the Company whose Group received such refund (or interest) and that are reasonably related to the obtaining of such refund (or interest). If ParentCo receives, from another party to the Tyco TSA, a payment in respect of State Income Taxes relating to the operations of Tracer (or of any Subsidiary of Tracer), then within ten (10) Business

Days after such receipt ParentCo shall pay to SpinCo an amount equal to the amount so received by ParentCo.

5.2. Correlative Tax Benefits .

(a) If (i) a member of the SpinCo Group realizes an increase in a Tax Attribute as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the ParentCo Group is liable hereunder (or reduces any Tax Attribute of a member of the ParentCo Group that would have otherwise been available to produce a Tax Benefit for the ParentCo Group), (ii) such adjustment relates to the income recognized in the Tracer Transaction, (iii) such increase in the SpinCo Group’s Tax Attribute would not have arisen but for such adjustment (determined on a “with and without” basis), and (iv) ParentCo furnishes a notice to SpinCo stating that ParentCo has determined that such increase in the SpinCo Group’s Tax Attribute is expected to lead to cash Tax Benefits for the SpinCo Group and that the amount of the cash Tax Benefits resulting from the increase in the Tax Attribute can be reasonably estimated, then SpinCo shall make a payment to ParentCo within sixty (60) days following such notice in an amount equal to the present value of such estimated cash Tax Benefits, as reasonably determined by ParentCo (such present value to be determined by using a discount rate equal to the Applicable Interest Rate in effect on the date of ParentCo’s determination). ParentCo shall promptly provide to SpinCo such information regarding the determination of the present value as may reasonably be requested by SpinCo.

(b) If (i) a member of the SpinCo Group actually realizes in cash any Tax Benefit (other than a Tax Benefit the estimated amount of which has been taken into account in determining the amount of a payment made by SpinCo pursuant to Section 5.2(a)) as a result of (A) an adjustment pursuant to a Final Determination that increases Taxes for which a member of the ParentCo Group is liable hereunder, or (B) any Liabilities with respect to which a member of the ParentCo Group is required to indemnify any member of the SpinCo Group pursuant to this Agreement, the Separation Agreement, or any Related Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation Agreement, or any Related Agreement), and (ii) such Tax Benefit would not have arisen but for such adjustment or Liabilities (determined on a “with and without” basis), then SpinCo shall make a payment to ParentCo within sixty (60) days following such actual realization of the Tax Benefit, in an amount equal to such Tax Benefit actually realized in cash.

(c) If (i) a member of the ParentCo Group actually realizes in cash any Tax Benefit as a result of (A) an adjustment pursuant to a Final Determination that increases Taxes for which a member of the SpinCo Group is liable hereunder, or (B) any Liabilities with respect to which a member of the SpinCo Group is required to indemnify any member of the ParentCo Group pursuant to this Agreement, the Separation Agreement, or any Related Agreement (in each case, without duplication of any amounts payable or taken into account under this Agreement, the Separation Agreement, or any Related Agreement), and (ii) such Tax Benefit would not have arisen but for such adjustment or Liabilities (determined on a “with and without” basis), ParentCo shall make a payment to SpinCo within sixty (60) days following such actual realization of the Tax Benefit, in an amount equal to such Tax Benefit actually realized in cash.

(d) To the extent that any Tax Benefit in respect of which any amounts were paid over pursuant to the foregoing provisions of this Section 5.2 is subsequently

disallowed by the applicable Tax Authority, the Company that received such amounts shall promptly repay such amounts to the other Company (but shall not be required to pay any additional amounts, whether on account of penalties or interest imposed by the relevant Tax Authority, or otherwise). In no event shall one Group be required to pay an amount equal to the correlative Tax Benefit to the other Group under this Section 5.2 that exceeds the actual Tax that gave rise to the correlative Tax Benefit.

5.3. SpinCo Carrybacks . SpinCo shall be entitled to any refund that is attributable to, and would not have arisen but for, the use (in accordance with the restrictions of Section 3.6), in any Tax Return for a Pre-Distribution Period, of the benefits of a SpinCo Carryback arising in a Post-Distribution Period; provided, however, SpinCo shall indemnify and hold the members of the ParentCo Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such SpinCo Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the ParentCo Group if (i) such Tax Attributes expire unutilized, but would have been utilized but for such SpinCo Carryback, or (ii) the use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been utilized but for such SpinCo Carryback. Any such payment of such refund made by ParentCo to SpinCo pursuant to this Section 5.3 shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a ParentCo Group Tax Attribute to a Tax Period in respect of which such refund is received) that would affect the amount to which SpinCo is entitled, and an appropriate adjusting payment shall be made by SpinCo to ParentCo such that the aggregate amount paid pursuant to this Section 5.3 equals such recalculated amount (with interest computed at the Applicable Interest Rate).

5.4. Equity Awards and Incentive Compensation .

(a) Income Tax Deductions . To the extent permitted by applicable Tax Law, all Income Tax deductions arising after the Distribution by reason of a grant, vesting, exercise, or settlement of an Equity Award issued to a ParentCo Individual, or by reason of a disqualifying disposition of shares relating to such an Equity Award, or by reason of any other payment of compensation by the ParentCo Group or SpinCo Group to a ParentCo Individual shall be claimed solely by the ParentCo Group; and all Income Tax deductions arising after the Distribution by reason of a grant, vesting, exercise, or settlement of an Equity Award issued to a SpinCo Individual, or by reason of a disqualifying disposition of shares relating to such an Equity Award, or by reason of any other payment of compensation by the ParentCo Group or SpinCo Group to a SpinCo Individual shall be claimed solely by the SpinCo Group. If, as a result of a Final Determination, an Income Tax deduction claimed pursuant to the immediately preceding sentence is disallowed to the Group that claims such deduction, then the other Group shall at the request of the Company that is a member of the former Group (the “ Employing Company ”) make a claim for the deduction so disallowed; provided, however, that the Employing Company has delivered to the other Company (the “ Claiming Company ”) (i) an opinion of counsel in a form reasonably satisfactory to the Claiming Company that confirms that, based on the Final Determination, the deduction should be allowable to the Claiming Company or one of its Affiliates, and (ii) an acknowledgement that the Employing Company will reimburse the Claiming Company for all reasonable expenses incurred by the Claiming Company and its Affiliates as a result of claiming the deduction. Upon a subsequent Final Determination in favor of the Claiming Company or its Affiliates with respect to such deduction, the Claiming Company shall pay to the Employing Company an amount equal to the Tax Benefit that

was actually realized in cash by the Claiming Company or its Affiliates as a result of claiming such deduction.

(b) Tax Reporting and Withholding . The Tax reporting and withholding with respect to Equity Awards shall be governed by Section 4.01(g) of the Employee Matters Agreement. To the extent that any payroll, unemployment, contribution, social security, or similar Taxes are not covered by the Employee Matters Agreement, (i) ParentCo shall be responsible for any such Taxes attributable to a ParentCo Individual, and (ii) SpinCo shall be responsible for any such Taxes attributable to an SpinCo Individual.

ARTICLE VI
TAX-FREE STATUS

6.1. Restrictions on SpinCo .

(a) Compliance with Tax Opinions and Representation Letters . SpinCo shall not take or fail to take, and shall not permit any SpinCo Affiliate to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, representation, or covenant in any Representation Letters or the Tax Opinions. SpinCo shall not take or fail to take, and shall not permit any SpinCo Affiliate to take or fail to take, any action which adversely affects or could reasonably be expected to adversely affect (i) the Tax-Free Status of the Contribution, the Distribution, and each Internal Contribution and Internal Distribution, or (ii) the tax-free qualification of any transaction (other than an Internal Contribution or Internal Distribution) that is part of the Internal Reorganization and that is contemplated in the Reorganization Step Plan to be tax-free for purposes of any U.S. Tax Law.

(b) Preservation of Active Trade or Business . From the Distribution Date until the first Business Day after the two-year anniversary of the Distribution Date, SpinCo shall (i) maintain its status as a company engaged in its Active Trade or Business for purposes of Section 355(b)(2) of the Code; (ii) not engage in any transaction that would result in it ceasing to be a company engaged in its Active Trade or Business for purposes of Section 355(b)(2) of the Code; (iii) cause each SpinCo Affiliate whose activities are relied upon in the Tax Opinions for purposes of qualifying an Internal Distribution as having a Tax-Free Status to maintain such SpinCo Affiliate’s status as a company engaged in such Active Trade or Business for purposes of Section 355(b)(2) of the Code; (iv) not permit any SpinCo Affiliate described in clause (iii) to engage in any transaction that would result in the SpinCo Affiliate ceasing to be a company engaged in the relevant Active Trade or Business for purposes of Section 355(b)(2) of the Code; (v) not dispose of or permit a SpinCo Affiliate to dispose of, directly or indirectly, any interest in a SpinCo Affiliate described in clause (iii), or permit any such SpinCo Affiliate to make or revoke any Check-the-Box election, and (vi) except as provided in Sections 6.1(c) or 6.1(d), not sell, transfer, or otherwise dispose of any stock or assets constituting more than 25% of the gross assets of the SpinCo Group (or, if less, 35% of the net assets of the SpinCo Group), measured as of the Distribution Date, to a Person that is not part of SpinCo’s separate affiliated group as defined in Section 355(b)(3) of the Code.

(i) Except as provided in Section 6.1(c)(ii), from the Distribution Date until the first Business Day after the two-year anniversary of the Distribution Date, SpinCo shall not, and shall not permit any SpinCo Affiliate that is an Internal Distribution Company to, undertake (or enter into any agreement, understanding, arrangement, or substantial negotiations to undertake) any of the following transactions:

(1) Enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (a) redeeming rights under a shareholder rights plan, (b) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (c) approving any Proposed Acquisition Transaction, whether for purposes of any “fair price” or other provision of the organizational documents of SpinCo or Internal Distribution Company (as the case may be) or for any other purposes, (d) amending its organizational documents to declassify its board of directors or approving any such amendment, or otherwise).

(2) Merge or consolidate with any other Person or liquidate or partially liquidate.

(3) In a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) (A) 25% or more of the gross assets (or, if less, 35% of the net assets) of the Active Trade or Business that was relied upon in the Tax Opinions for purposes of qualifying the Distribution or Internal Distribution (as the case may be) as having a Tax-Free Status, or (B) 25% or more of the consolidated gross assets (or, if less, 35% of the consolidated net assets) of SpinCo (or the Internal Distribution Company, as the case may be) and its Subsidiaries (the denominator of such percentages to be measured based on the fair market values as of the Distribution Date).

(4) Redeem or otherwise repurchase (directly or through a SpinCo Affiliate) any stock, or rights to acquire stock, except (A) to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (B) pursuant to the Distribution-Related Redemptions, or pursuant to any other redemption or repurchase contemplated by the Reorganization Step Plan, (C) to the extent reasonably necessary to pay the total tax liability arising from the vesting of an Equity Award, or (D) through a net exercise of an Equity Award.

(5) Amend its organizational documents, or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of its stock (including through the conversion of one class of stock into another class of stock).

(6) Take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Representation Letters or the Tax Opinions) which in the aggregate (and taking into account any other transactions described in this Section 6.1(c)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty Percent or Greater Interest in any SpinCo Specified Entity, or otherwise jeopardize the Tax-Free Status of the Contribution, the Distribution, or any Internal Contribution or Internal Distribution.

(ii) Any action that would otherwise be prohibited by Section 6.1(c)(i) may be taken by SpinCo or a SpinCo Affiliate if prior to taking such action: (A) SpinCo shall have requested that ParentCo obtain a Ruling from the IRS in accordance with Section 6.3(b) and Section 6.3(d) to the effect that such transaction will not affect the Tax-Free Status of the Contribution, the Distribution, and each Internal Contribution and Internal Distribution, and ParentCo shall have received such a Ruling in form and substance satisfactory to ParentCo in its sole and absolute discretion; (B) SpinCo shall provide ParentCo with an Unqualified Tax Opinion in form and substance satisfactory to ParentCo in its sole and absolute discretion (and in determining whether an opinion is satisfactory, ParentCo may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations if used as a basis for the opinion, and ParentCo may determine that no opinion would be acceptable to ParentCo); or (C) ParentCo shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion. ParentCo shall not be required to take any action related to obtaining such a Ruling unless and until SpinCo has provided to ParentCo an opinion reasonably acceptable to ParentCo from a Tax Advisor to the effect that the outcome of the ruling process should be favorable. In all events, prior to obtaining the Unqualified Tax Opinion referred to above, SpinCo shall consult with ParentCo.

(d) Certain Acquisitions of Stock . If SpinCo proposes to enter into any Section 6.1(d) Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Section 6.1(d) Acquisition Transaction, proposes to permit any Section 6.1(d) Acquisition Transaction to occur, in each case, during the period from the Distribution Date until the first Business Day after the two-year anniversary of the Distribution Date, SpinCo shall provide ParentCo, no later than ten Business Days following the signing of any written agreement with respect to the Section 6.1(d) Acquisition Transaction, with a written description of such transaction (including the type and amount of any shares of stock to be issued in such transaction) and a certificate of the Board of Directors of SpinCo to the effect that the Section 6.1(d) Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section 6.1(c) apply (a “ Board Certificate ”).

(e) Gain Recognition Agreements . SpinCo shall not (i) take any action (including, but not limited to, the sale or disposition of any stock, securities, or other assets), (ii) permit any member of the SpinCo Group to take any such action, (iii) fail to take any action, or (iv) permit any member of the SpinCo Group to fail to take any action, in each case that would cause ParentCo or any member of the ParentCo Group to recognize gain under any Gain Recognition Agreement. In addition, SpinCo shall file,

and shall cause any member of the SpinCo Group to file, any Gain Recognition Agreement reasonably requested by ParentCo, which Gain Recognition Agreement is determined by ParentCo to be necessary so as to (i) allow for or preserve the tax-free or tax-deferred nature, in whole or part, of any Separation Transaction, or (ii) avoid ParentCo or any member of the ParentCo Group recognizing gain under any Gain Recognition Agreement.

6.2. Restrictions on ParentCo . ParentCo shall not take or fail to take, and shall not permit any ParentCo Affiliate to take or fail to take, any action (i) where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Representation Letters or the Tax Opinions, or (ii) which adversely affects or could reasonably be expected to adversely affect (A) the Tax-Free Status of the Contribution and the Distribution, or (B) the tax-free qualification of any transaction that is part of the Internal Reorganization and that is contemplated in the Reorganization Step Plan to be tax-free for purposes of any Tax Law; provided, however, that this Section 6.2 shall not be construed as obligating ParentCo to consummate the Distribution, and shall not be construed as preventing ParentCo from terminating the Separation Agreement pursuant to the terms of the Separation Agreement. For the avoidance of doubt, SpinCo’s sole recourse for violations of this Section 6.2 shall be as set forth in Section 6.4(b).

6.3. Procedures Regarding Opinions and Rulings .

(a) Notified Actions . If SpinCo notifies ParentCo that it desires to take one of the actions described in Section 6.1(c)(i) (a “ Notified Action ”), ParentCo and SpinCo shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 6.1(c), unless ParentCo shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion.

(b) Rulings or Unqualified Tax Opinions at SpinCo’s Request . ParentCo agrees that at the reasonable request of SpinCo pursuant to Section 6.1(c), ParentCo shall cooperate with SpinCo and use reasonable efforts to seek to obtain, as expeditiously as possible, a Ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action. Further, in no event shall ParentCo be required to file any Ruling Request with the IRS under this Section 6.3(b), and ParentCo shall not file any Ruling Request with the IRS under this Section 6.3(b), unless SpinCo represents that (A) it has read the Ruling Request, and (B) all information and representations, if any, relating to any member of the SpinCo Group, contained in the Ruling Request documents are (subject to any qualifications therein) true, correct, and complete. Within ten (10) Business Days after receiving an invoice from ParentCo therefor, SpinCo shall reimburse ParentCo for all reasonable costs and expenses incurred by the ParentCo Group in obtaining a Ruling or Unqualified Tax Opinion requested by SpinCo.

(c) Rulings or Unqualified Tax Opinions at ParentCo’s Request . ParentCo shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If ParentCo determines to obtain a Ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with ParentCo and take any and all actions reasonably requested by ParentCo in connection with obtaining the Ruling or Unqualified Tax Opinion (including by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that SpinCo shall not be required to make (or cause any Affiliate of SpinCo to make) any representation or covenant that is inconsistent with

historical facts or as to future matters or events over which it has no control). Within ten (10) Business Days after receiving an invoice from SpinCo therefor, ParentCo shall reimburse SpinCo for all reasonable costs and expenses incurred by the SpinCo Group in connection with such cooperation.

(d) Ruling Process . SpinCo hereby agrees that ParentCo shall have sole and exclusive control over the process of obtaining any Ruling, and that only ParentCo shall apply for a Ruling. In connection with obtaining a Ruling pursuant to Section 6.3(b): (i) ParentCo shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by ParentCo in connection therewith; (ii) ParentCo shall (1) reasonably in advance of the submission of any Ruling Request documents provide SpinCo with a draft copy thereof, (2) reasonably consider SpinCo’s comments on such draft copy, and (3) provide SpinCo with a final copy; and (iii) ParentCo shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any formally scheduled meetings with the IRS (subject to the approval of the IRS) that relate to such Ruling. Neither SpinCo nor any SpinCo Affiliate directly or indirectly controlled by SpinCo shall seek any guidance (whether written or non-written) from the IRS or any other Tax Authority at any time concerning the Contribution or the Distribution (including the impact of any transaction on the Contribution or the Distribution).

6.4. Liability for Tax-Related Losses .

(a) SpinCo Liability . Notwithstanding anything in this Agreement or the Separation Agreement to the contrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion, or waiver described in clauses (A), (B), or (C) of Section 6.1(c)(ii) may have been provided, and regardless of whether an action may be required by law), subject to Section 6.4(c), SpinCo shall be responsible for, and shall indemnify and hold harmless ParentCo and its Affiliates and each of their respective officers, directors, and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following:

(i) the acquisition (other than pursuant to the Separation Transactions) of all or a portion of the stock or assets of SpinCo or a SpinCo Affiliate by any means whatsoever by any Person;

(ii) any negotiations, understandings, agreements, or arrangements by SpinCo or a SpinCo Affiliate with respect to transactions or events (including stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution or any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly a Fifty Percent or Greater Interest in SpinCo or in any Internal Distribution Company;

(iii) any action or failure to act by SpinCo after the Distribution (including any amendment to SpinCo’s organizational documents, whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo stock (including through the conversion of one class of SpinCo stock into another class of SpinCo stock) or of the stock of an Internal Distribution Company;

(iv) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 6.1 (regardless of whether such act or failure to act may be required by law or may be covered by a Ruling, Unqualified Tax Opinion, a waiver described in clauses (A), (B) or (C) of Section 6.1(c)(ii), or a Board Certificate described in Section 6.1(d)); or

(v) any breach by SpinCo of its agreement and representation set forth in Section 6.1(a) or its representations set forth in Section 6.6.

(b) ParentCo Liability . Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, subject to Section 6.4(c), ParentCo shall be responsible for, and shall indemnify and hold harmless SpinCo and its Affiliates and each of their respective officers, directors, and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to, or result from any one or more of the following:

(i) the acquisition (other than pursuant to the Separation Transactions) of all or a portion of the stock or assets of ParentCo or a member of the ParentCo Group by any means whatsoever by any Person;

(ii) any negotiations, agreements, or arrangements by ParentCo or a member of the ParentCo Group with respect to transactions or events (including stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution or any Internal Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly a Fifty Percent or Greater Interest in ParentCo or in any Internal Distribution Company; or

(iii) any act or failure to act by ParentCo or a member of the ParentCo Group described in Section 6.2 or any breach by ParentCo of its agreement and representation set forth in Section 6.2, limited, in each case, to Tax-Related Losses arising from Taxes of the ParentCo Group for which a SpinCo Entity is found jointly, severally, or secondarily liable pursuant to the provisions of Treasury Regulation Section 1.1502-6 (or similar provisions of Tax Law other than Federal Income Tax Law).

(i) To the extent that any Tax-Related Loss is subject to indemnification under both Section 6.4(a) and Section 6.4(b), or to the extent that any Tax-Related Loss is not subject to indemnification under either Section 6.4(a) or Section 6.4(b), responsibility for such Tax-Related Loss shall be shared by ParentCo and SpinCo in accordance with their respective Sharing Percentages.

(ii) For purposes of calculating the amount and timing of any Tax-Related Loss for which a Company is responsible under this Section 6.4, Tax-Related Losses shall be calculated by assuming that Tax is paid at the highest marginal corporate Tax rates in effect for the relevant entity in each relevant

taxable year and there are no Tax Attributes available in any relevant taxable year. Each Company shall have the right to review the computation of any Tax-Related Losses prepared by the other Company.

(d) Payment of Tax-Related Losses .

(i) In the case of Tax-Related Losses described in clause (i) of the definition of Tax-Related Losses, any payment by one Company to the other Company in respect of any such Tax-Related Losses for which the former Company is responsible under this Section 6.4 shall be made no later than five (5) Business Days after the later of the filing of the applicable Tax Return or the date that the former Company receives from the latter Company a notice of the required amount of such payment (provided that if such Tax-Related Losses arise pursuant to a Final Determination described in clause (i), (ii) or (iii) of the definition of Final Determination, then the payment by the former Company shall be made no later than five (5) Business Days after the later of the date of such Final Determination or the date that the former Company receives from the latter Company a notice of the required amount of such payment).

(ii) In the case of Tax-Related Losses described in clause (ii) or (iii) of the definition of Tax-Related Losses, any payment by one Company to the other Company in respect of any such Tax-Related Losses for which the former Company is responsible under this Section 6.4 shall be made no later than five (5) Business Days after the later of the date that the latter Company pays such Tax-Related Losses or the date that the former Company receives from the latter Company a notice of the required amount of such payment.

6.5. Certain Elections .

(a) Check-the-Box Election . If ParentCo determines, in its sole discretion, that a Check-the-Box Election shall be made with respect to any member of the SpinCo Group effective as of, or before, the Distribution Date, SpinCo shall (and shall cause all relevant members of the SpinCo Group to) make such election effective as of such date and shall take any action reasonably requested by ParentCo or that is otherwise necessary to give effect to such election (including making any other related election). If ParentCo requires any member of the SpinCo Group to file for relief with the IRS to make a late Check-the-Box Election, ParentCo shall reimburse SpinCo (and any relevant member of the SpinCo Group) for all reasonable costs and expenses incurred by SpinCo (or any relevant member of the SpinCo Group) in connection with filing for such relief.

6.6. Representations .

(a) Each of ParentCo and SpinCo hereby represents and warrants that (A) it has reviewed the Representation Letters, and (B) subject to any qualifications therein, all information, representations and covenants contained in such Representation Letters that relate to such Company or any member of its Group are true, correct and complete.

(b) SpinCo hereby represents and warrants as of the date of this Agreement and at the Distribution Date that it has no plan or intention of taking any action, or failing to take any action (or causing or permitting any member of its Group to take or fail to take any action), in each case, from and after the Distribution Date that could reasonably

be expected to cause any representation or factual statement made in this Agreement, the Separation Agreement, the Representation Letters, or any of the Related Agreements to be untrue.

(c) SpinCo hereby represents and warrants that, during the period beginning two years before the first Internal Distribution and ending on the Distribution Date, there was no “agreement, understanding or arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulation Section 1.355-7(h)) by any one or more officers or directors of any member of the SpinCo Group, or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors, regarding an acquisition of all or a significant portion of the Capital Stock of any SpinCo Specified Entity (or of any predecessor of such SpinCo Specified Entity); provided however, that no representation is made by SpinCo regarding the existence of any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulation Section 1.355-7(h)) by any one or more officers, directors, or controlling shareholders of any member of the ParentCo Group (or another person with the implicit or explicit permission of one or more of such persons).

6.7. Chargeable Payments . Neither ParentCo nor SpinCo shall (and each of them shall procure that none of their Subsidiaries shall) make a chargeable payment as defined in section 1088 of the United Kingdom Corporation Tax Act 2010 within five years after the Distribution Date.

ARTICLE VII
ASSISTANCE AND COOPERATION

7.1. Assistance and Cooperation .

(a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Article VIII. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the ParentCo Group, on the one hand, or a member of the SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Article VII to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. SpinCo shall cooperate with ParentCo and take any and all actions reasonably requested by ParentCo in connection with obtaining the Tax Opinions (including by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by

any Tax Advisor; provided that SpinCo shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control).

(b) Any information or documents provided under this Article VII shall be kept confidential by the Company receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither ParentCo nor any ParentCo Affiliate shall be required to provide SpinCo or any SpinCo Affiliate or any other Person access to or copies of any information, documents, or procedures (including the proceedings of any Tax Contest) other than information, documents, or procedures that relate to SpinCo, or the business or assets of SpinCo or any SpinCo Affiliate, and (ii) in no event shall ParentCo or any ParentCo Affiliate be required to provide SpinCo, any SpinCo Affiliate, or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In this regard, the parties shall, where appropriate, discuss entering into a joint defense or common interest agreement to preserve privilege in the event of an exchange of otherwise privileged information. In addition, in the event that ParentCo determines that the provision of any information or documents to SpinCo or any SpinCo Affiliate could be commercially detrimental, violate any law or agreement, or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligations under this Article VII in a manner that avoids any such harm or consequence.

7.2. Income Tax Return Information . Each Company shall provide to the other Company information and documents relating to its Group required by the other Company to prepare Tax Returns, including, but not limited to, any pro forma returns required by the Responsible Company for purposes of preparing such Tax Returns. Any information or documents the Responsible Company requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and at or prior to the time reasonably specified by the Responsible Company so as to enable the Responsible Company to file such Tax Returns on a timely basis.

ARTICLE VIII
TAX RECORDS

8.1. Retention of Tax Records . Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and ParentCo shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven years after the Distribution Date (such later date, the “ Retention Date ”). If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII are no longer required to be kept by applicable Tax Law (or other applicable law) or are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon 60 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo

determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decommission or discontinue such program or system upon 90 days’ prior notice to ParentCo, and ParentCo shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system. If, at any time prior to the Retention Date, ParentCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then ParentCo may decommission or discontinue such program or system upon 90 days’ prior notice to SpinCo, and SpinCo shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

8.2. Access to Tax Records . The Companies and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession. Each Company shall permit any representative of a Tax Authority or other Tax auditor direct access, at the cost and expense of the other Company, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent that such direct access is (i) reasonably required by the other Company in connection with audits or other Tax Contests, and (ii) required under applicable Tax Law to be granted to the Tax Authority or other Tax auditor.

8.3. Preservation of Privilege . Without the prior written consent of ParentCo, which consent shall not be unreasonably withheld, conditioned, or delayed, no member of the SpinCo Group shall provide access to, copies of, or otherwise disclose to any Person, any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted. Without the prior written consent of SpinCo, which consent shall not be unreasonably withheld, conditioned, or delayed, no member of the ParentCo Group shall provide access to, copies of, or otherwise disclose to any Person, any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted.

ARTICLE IX
TAX CONTESTS

9.1. Notice . Each of the Companies shall provide notice to the other Company of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding, or other Tax Contest of which it becomes aware related to Taxes for Tax Periods for which it is indemnified by the other Company under this Agreement hereunder or for which it may be required to indemnify the other Company under this Agreement. Any such notice by a Company shall be delivered promptly after (but in no event more than fifteen (15) Business Days after) the Company’s receipt of the corresponding written communication from the Tax Authority. Any such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified under this Agreement and such party fails to give the indemnifying party prompt notice of such asserted Tax liability and the indemnifying party is entitled under this Agreement to contest the asserted Tax liability, then (i) if the indemnifying party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying party shall have no obligation to indemnify the indemnified party for any Taxes arising out of such asserted Tax liability, and (ii) if the indemnifying party is not precluded from contesting the asserted Tax liability in any forum, but

such failure to give prompt notice results in a material monetary detriment to the indemnifying party, then any amount which the indemnifying party is otherwise required to pay the indemnified party pursuant to this Agreement shall be reduced by the amount of such detriment.

9.2. Control of Tax Contests .

(a) Separate Returns . In the case of any Tax Contest with respect to any Separate Return, the Company having liability for the Tax pursuant to Article II shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 9.2(c) and Section 9.2(d).

(b) Joint Return . In the case of any Tax Contest with respect to any Joint Return, ParentCo shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 9.2(c) and Section 9.2(d).

(c) Settlement Rights . In the case of any Tax Contest described in Section 9.2(a) or Section 9.2(b), “ Controlling Party ” means the Company entitled to control the Tax Contest under such Section, and “ Non-Controlling Party ” means the other Company. The Controlling Party shall have the sole right to contest, litigate, compromise, and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party. Unless waived by the parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (iv) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (v) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(d) Tax Contest Participation . Unless waived by the parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice at least ten (10) Business Days in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this

Agreement. The failure of the Controlling Party to provide any notice specified in this Section 9.2(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(e) Power of Attorney . Each member of the SpinCo Group shall execute and deliver to ParentCo (or such member of the ParentCo Group as ParentCo shall designate) any power of attorney or other similar document reasonably requested by ParentCo (or such designee) in connection with any Tax Contest (as to which ParentCo is the Controlling Party) described in this Article IX. Each member of the ParentCo Group shall execute and deliver to SpinCo (or such member of the SpinCo Group as SpinCo shall designate) any power of attorney or other similar document requested by SpinCo (or such designee) in connection with any Tax Contest (as to which SpinCo is the Controlling Party) described in this Article IX.

ARTICLE X
TAX TREATMENT OF INDEMNIFICATION PAYMENTS

10.1. Gross Up . If there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement, the Separation Agreement, or the Related Agreements, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Company receiving such payment would otherwise be entitled to receive.

10.2. Redirection . If an amount becomes payable under this Agreement, the Separation Agreement, or the Related Agreements, and an additional payment would have to be made pursuant to Section 10.1 (the Indemnification Payment), the Companies shall consult together as to alternative means of making a payment (including make a payment in a different form or between different parties) that puts the recipient Company’s Group in a comparable economic position to that in which it would have been had an additional payment been made pursuant to Section 10.1. On the making of any such alternative payment, neither Company shall have any further obligation in respect of the additional payment that otherwise would have been required pursuant to Section 10.1.

10.3. Interest Under This Agreement . Anything herein to the contrary notwithstanding, to the extent one Company (“ Indemnitor ”) makes a payment of interest to another Company (“ Indemnitee ”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by applicable Tax Law) and as interest income by the Indemnitee (includible in income to the extent provided by applicable Tax Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

ARTICLE XI
DISAGREEMENTS

11.1. Discussion . The Companies desire that collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in

good faith all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute between any member of the ParentCo Group and any member of the SpinCo Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to attempt to resolve the dispute.

11.2. Escalation . Either Company may, at any time, terminate any negotiations between the Tax departments of the Companies and may provide a written notice of a Dispute (as defined in the Separation Agreement) to the other Company pursuant to Section 8.1 of the Separation Agreement. In that event, the provisions of Article VIII of the Separation Agreement shall govern the process for resolving the dispute.

ARTICLE XII
MISCELLANEOUS PROVISIONS

12.1. Effectiveness . This Agreement is effective as of the Signing Date. The representations, warranties, covenants, and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

12.2. Notices . Any notice, consent, request, authorization, or approval permitted or required under this Agreement shall make specific reference to the fact that the notice is pursuant to this Agreement, shall be in writing, shall be delivered in person, by facsimile transmission (fax), by email, by overnight air courier, or by registered or certified mail, and shall be directed to the parties at the addresses described below in this Section (or at such other address as shall be given in writing by a party hereto). Any such notice shall be deemed to have been duly given and to have become effective (i) in the case of personal delivery, when delivered, (ii) in the case of facsimile, when received by the recipient in legible form and the sender has received an electronic confirmation of receipt of the transmission (provided, however, that such transmission and confirmation are received by 5:00 p.m., local time, on a Business Day; otherwise, such transmission shall be deemed to have been received on the next Business Day), (iii) in the case of delivery by overnight courier, upon the date of delivery indicated in the records of such courier, and (iv) three (3) Business Days after having been deposited in the mails as certified or registered matter, all fees prepaid.

Any notice to ParentCo shall be sent to it at:

Pentair plc

43 London Wall

London EC2M 5TF

United Kingdom

Attention: General Counsel

Facsimile: +44-207-347-8925

and

Pentair plc

c/o Pentair Management Company

5500 Wayzata Boulevard, Suite 600

Golden Valley, Minnesota 55416

Attention: General Counsel

Facsimile: (763) 656-5403

with a copy (which shall not constitute notice) to:

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Benjamin F. Garmer, III

John K. Wilson

Facsimile: (414) 297-4900

Any notice to SpinCo shall be sent to it at:

nVent Electric plc

The Mille

1000 Great West Road, 8 ^th floor (East)

London TW8 9DW

United Kingdom

Attn: General Counsel

Facsimile: (763) 204 7951

and

nVent Electric plc

c/o nVent Management Company

1655 Utica Avenue, Suite 700

St. Louis Park, Minnesota 55416

Attn: General Counsel

Facsimile: (763) 204-7951

with a copy (which shall not constitute notice) to:

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Benjamin F. Garmer, III

John K. Wilson

Facsimile: (414) 297-4900

12.3. Authority . Each of the parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver, and perform this Agreement, (b) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid, and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and general equity principles.

12.4. Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties.

12.5. Captions, Gender, References, and Number . The captions in this Agreement are inserted only as a matter of convenience and in no way affect the terms or intent of any provision of this Agreement. The words such as “herein”, “hereinafter”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear. The singular shall include the plural, and the masculine gender shall include the feminine and neuter, and vice versa, unless the context otherwise requires. The terms “including” and “include” shall mean “including without limitation” and “include without limitation”, respectively. Unless the context otherwise clearly requires: (i) any references herein to Articles, Sections, or Exhibits mean the Articles and Sections of, and the Exhibits attached to, this Agreement; (ii) any references to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and by this Agreement; (iii) any references to a statute means such statute as amended from time to time, and includes any successor legislation thereto; and (iv) any reference to a Person includes a reference to any predecessor or successor. The Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

12.6. Counterparts . The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each party hereto to the other party. The signatures of the parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering the counterpart in person.

12.7. Third-Party Beneficiaries . Except for the indemnification rights granted under this Agreement to Affiliates of a Company, (a) the provisions of this Agreement are solely for the benefit of the Companies and are not intended to confer upon any Person except the Companies any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement, and this Agreement shall not provide any Person other than a Company with any remedy, claim, liability, reimbursement, claim of action, or other right in excess of those existing without reference to this Agreement.

12.8. Assignability . This Agreement shall be binding upon and inure to the benefit of the Companies and their respective successors and permitted assigns; provided that neither Company may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Company. Notwithstanding the immediately preceding sentence, no such consent shall be required for the assignment of a Company’s rights and obligations under this Agreement in whole in connection with a change of control of a Company so long as the resulting, surviving, or transferee Person assumes all the obligations of the relevant Company by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Company. Nothing in this Section 12.8 is intended to, or shall be construed to, prohibit either Company or any member of its Group from being party to or undertaking a change of control.

12.9. Entire Agreement . This Agreement, the Separation Agreement, the Employee Matters Agreement, and the Transition Services Agreement contain the entire agreement between the Companies with respect to the subject matter hereof and supersede all other agreements, whether or not written, in respect of any Tax between or among any member or members of the ParentCo Group, on the one hand, and any member or members of the SpinCo Group, on the other hand. All such other

agreements shall be of no further effect between the Companies and any rights or obligations existing thereunder shall be fully and finally settled, calculated as of the Signing Date. In the event of any inconsistency between this Agreement and the Separation Agreement, or any other agreements relating to the transactions contemplated by the Separation Agreement, with respect to Taxes, the provisions of this Agreement shall control.

12.10. Further Assurances . The Companies shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purposes of this Agreement.

12.11. Waiver . No failure on the part of any party hereto to object to or complain of any breach or default by another party under this Agreement or to take any other action with respect thereto, irrespective of how long such failure may continue, shall constitute or be deemed a waiver of that or of any other breach or default. No waiver by any party hereto of any breach or default on the part of another party hereto shall be effective unless set forth in writing and executed by the waiving party, and any such waiver shall operate only as a waiver of the particular breach or default specified in such written waiver, and shall not be effective as a waiver of any other subsequent breach or default on the part of another party hereto.

12.12. Expenses . Except as otherwise provided in this Agreement, each party and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

12.13. Late Payments . Any amount owed by one party to another party under this Agreement which is not paid when due shall bear interest at the Applicable Interest Rate from the due date of the payment to the date paid. To the extent interest required to be paid under this Section 12.13 duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Section 12.13 or the interest rate provided under such other provision.

12.14. No Double Recovery . No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity. Unless expressly required in this Agreement, a party hereto shall not be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.

12.15. Amendment . This Agreement may not be amended except by the written agreement of all the parties to this Agreement.

12.16. Specific Performance . Subject to Article VIII of the Separation Agreement, in the event of any actual or threatened default in, or breach of, any of the terms, conditions, and provisions of this Agreement, the party who is, or is to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the parties.

12.17. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial . The provisions of Section 11.4 of the Separation Agreement are incorporated herein as if fully set forth herein.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their duly authorized representatives.



Pentair plc
By:	/s/ Andrew G. Smyth
	Name: Andrew G. Smyth
Title: Authorized Signatory
nVent Electric plc
By:	/s/ Neil S. Mackintosh
	Name: Neil S. Mackintosh
Title: Authorized Signatory

Exhibit 2.3

EXECUTION VERSION

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

PENTAIR PLC

AND

NVENT ELECTRIC PLC

DATED AS OF APRIL 27, 2018

14817-5631-9817.14

TABLE OF CONTENTS



		Page
ARTICLE I
DEFINITIONS

ARTICLE II
SERVICES, DURATION AND SERVICES MANAGERS

Section 2.01	Services	3
Section 2.02	Duration of Services	4
Section 2.03	Additional Unspecified Services	4
Section 2.04	New Services	5
Section 2.05	Services Not Included	6
Section 2.06	Transition Services Managers	6
Section 2.07	Personnel	7
Section 2.08	Intellectual Property	7
Section 2.09	Local Agreements	8

ARTICLE III
PENTAIR MATERIALS

Section 3.01	Corporate Policies	8
Section 3.02	Limiitation on Rights and Obligations with Respect to Pentair Materials	8

ARTICLE IV
ADDITIONAL ARRANGEMENTS

Section 4.01	Software and Software Licenses	9
Section 4.02	Pentair Computer-Based and Other Resources	10
Section 4.03	Access to Facilities	10
Section 4.04	Cooperation	10
Section 4.05	Data Protection	11

ARTICLE V
COSTS AND DISBURSEMENTS

Section 5.01	Costs and Disbursements	13
Section 5.02	Tax Matters	14
Section 5.03	No Right to Set-Off	15

ARTICLE VI
STANDARD FOR SERVICE

Section 6.01	Standard for Service	15
Section 6.02	Disclaimer of Warrants	16
Section 6.03	Compliance with Laws and Regulations	16

-i-



ARTICLE VII
LIMITED LIABILITY AND INDEMNIFICATION

Section 7.01	Consequential and Other Damages	16
Section 7.02	Limitation of Liability	16
Section 7.03	Obligation To Reperform; Liabilities	16
Section 7.04	Release and Recipient Indemnity	17
Section 7.05	Provider Indemnity	17
Section 7.06	Indemnification Procedures	17
Section 7.07	Liability for Payment Obligations	17
Section 7.08	Exclusion of Other Remedies	17
Section 7.09	Confirmation	17

ARTICLE VIII
STANDARD FOR SERVICE

Section 8.01	Term and Termination	17
Section 8.02	Effect of Termination	19
Section 8.03	Force Majeure	19

ARTICLE IX
GENERAL PROVISIONS

Section 9.01	No Agency	19
Section 9.02	Subcontractors	20
Section 9.03	Treatment of Confidential Information	20
Section 9.04	Further Assurances	21
Section 9.05	Dispute Resolution	21
Section 9.06	Notices	21
Section 9.07	Severability	21
Section 9.08	Entire Agreement	23
Section 9.09	No Third-Party Beneficiaries	23
Section 9.10	Governing Law	23
Section 9.11	Amendment	23
Section 9.12	Interpretation	23
Section 9.13	Counterparts	24
Section 9.14	Assignability	24
Section 9.15	Non-Recourse	24
Section 9.16	Expenses	24

-ii-



List of Exhibits


Exhibit I	Services Managers


List of Schedules


Schedule A	Pentair Services
Schedule B	nVent Services
Schedule C	Data Processing Guidelines

-iii-

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of April 27, 2018 (this “ Agreement ”), is by and between Pentair plc, an Irish public limited company (“ Pentair ”), and nVent Electric plc, an Irish public limited company (“ nVent ”).

R E C I T A L S

WHEREAS , the board of directors of Pentair has determined that it is in the best interests of Pentair and its shareholders that the Electrical Business be operated by a newly incorporated publicly traded company and the Subsidiaries of such newly incorporated company;

WHEREAS , Pentair and nVent have entered into the Separation Agreement;

WHEREAS , in order to facilitate and provide for an orderly transition under the Separation Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which each of the Parties shall provide to the other the Services for a transitional period; and

WHEREAS , the Separation Agreement requires execution and delivery of this Agreement by Pentair and nVent on or prior to the Distribution Date.

ARTICLE I
DEFINITIONS

The following capitalized terms used in this Agreement shall have the meanings set forth below:

“ Additional Services ” shall have the meaning set forth in Section 2.03(a) .

“ Affiliate ” shall have the meaning set forth in the Separation Agreement.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Ancillary Agreement ” shall have the meaning set forth in the Separation Agreement.

“ Confidential Information ” shall have the meaning set forth in Section 9.03(a) .

“ Data Protection Laws ” shall have the meaning set forth in Section 4.05(a) .

“ Dispute ” shall have the meaning set forth in the Separation Agreement.

“ Distribution ” shall have the meaning set forth in the Separation Agreement.

“ Distribution Date ” shall have the meaning set forth in the Separation Agreement.

“ Electrical Business ” shall have the meaning set forth in the Separation Agreement.

“ EU ” shall have the meaning set forth in Section 4.05(b)(i) .

“ Force Majeure ” shall have the meaning set forth in the Separation Agreement.

“ Governmental Authority ” shall have the meaning set forth in the Separation Agreement.

“ Group ” shall have the meaning set forth in the Separation Agreement.

“ Intellectual Property ” shall have the meaning set forth in the Separation Agreement.

“ Law ” shall have the meaning set forth in the Separation Agreement.

“ Liabilities ” shall have the meaning set forth in the Separation Agreement.

“ Local Agreements ” shall have the meaning set forth in Section 2.09 .

“ New Services ” shall have the meaning set forth in Section 2.04(a) .

“ Newly Developed IP ” shall have the meaning set forth in Section 2.08 .

“ nVent ” shall have the meaning set forth in the Preamble.

“ nVent Group ” shall have the meaning set forth in the Separation Agreement.

“ nVent Local Service Manager ” shall have the meaning set forth in Section 2.06(b) .

“ nVent Services ” shall have the meaning set forth in Section 2.01(a) .

“ nVent Services Manager ” shall have the meaning set forth in Section 2.06(b) .

“ Party ” shall mean Pentair and nVent individually, and “ Parties ” means Pentair and nVent collectively, and, in each case, their permitted successors and assigns.

“ Pentair ” shall have the meaning set forth in the Preamble.

“ Pentair Business ” shall mean the businesses and operations of the Pentair Group other than the Electrical Business.

“ Pentair Group ” shall have the meaning set forth in the Separation Agreement.

“ Pentair Intranet ” shall mean the private network that is contained within Pentair.

“ Pentair Local Service Manager ” shall have the meaning set forth in Section 2.06(a) .

“ Pentair Materials ” shall have the meaning set forth in Section 3.01(a) .

“ Pentair Name and Pentair Marks ” shall have the meaning set forth in the Separation Agreement.

“ Pentair Services ” shall have the meaning set forth in Section 2.01(a) .

“ Pentair Services Manager ” shall have the meaning set forth in Section 2.06(a) .

“ Personal Data Breach ” shall have the meaning set forth in Section 4.05(b)(vi) .

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“ Provider ” shall mean the Party or its Subsidiary or Affiliate providing a Service under this Agreement.

“ Provider Indemnified Party ” shall have the meaning set forth in Section 7.04 .

“ Recipient ” shall mean the Party or its Subsidiary or Affiliate to whom a Service under this Agreement is being provided.

“ Recipient Indemnified Party ” shall have the meaning set forth in Section 7.05 .

“ Regulator ” shall have the meaning set forth in Section 4.05(b)(vi) .

“ Reimbursement Charge(s) ” shall have the meaning set forth in Section 5.01(c) .

“ Representative ” shall have the meaning set forth in the Separation Agreement.

“ Schedule(s) ” shall have the meaning set forth in Section 2.01 .

“ Separation Agreement ” shall mean the Separation and Distribution Agreement, dated as of the date hereof, by and between Pentair and nVent, as such Separation and Distribution Agreement may be amended from time to time.

“ Service Baseline Period ” shall have the meaning set forth in Section 2.03(c) .

“ Service Charge(s) ” shall have the meaning set forth in Section 5.01(a) .

“ Service Extension ” shall have the meaning set forth in Section 8.01(c) .

“ Service Increases ” shall have the meaning set forth in Section 2.03(b) .

“ Services ” shall have the meaning set forth in Section 2.01(a) .

“ Subsidiary ” shall have the meaning set forth in the Separation Agreement.

“ Tax Law ” shall have the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” shall mean the Tax Matters Agreement, dated as of the date hereof, by and between Pentair and nVent, as such Tax Matters Agreement may be amended from time to time.

“ Taxes ” shall have the meaning set forth in the Tax Matters Agreement.

“ Transfer Taxes ” shall have the meaning set forth in Section 5.02(a) .

“ VAT ” shall have the meaning set forth in Section 5.02(a) .

ARTICLE II
SERVICES, DURATION AND SERVICES MANAGERS

Section 2.01 Services . (a) Subject to the terms and conditions of this Agreement, (i) Pentair shall provide or cause, to the extent permitted by applicable Law, to be provided to the nVent Group the services listed on Schedule A to this Agreement (the “ Pentair Services ”) and (ii) nVent shall provide or cause, to the extent permitted by applicable Law, to be provided to the Pentair Group the services listed

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on Schedule B to this Agreement (the “ nVent Services ”, and, collectively with the Pentair Services, any Additional Services, any Service Increases and any New Services, the “ Services ”). For the avoidance of doubt, Services provided in different regions or countries (as indicated by such Services being listed on different subparts of the Schedules hereto) shall be considered separate Services hereunder, notwithstanding that such Services may be similar in nature. All of the Services shall be for the sole use and benefit of the respective Recipient and its respective Party.

(b) Notwithstanding anything to the contrary contained herein or in any Schedule, the applicable Provider shall have no obligation under this Agreement to: (i) operate the Recipient or any of its Affiliates or any portion thereof; (ii) advance funds; or (iii) expand its facilities or incur long-term capital expenses in order to provide the Services. The respective obligations of the Provider to provide the Services are conditioned upon being provided with reasonable access during regular business hours to, and all necessary rights to utilize, the Recipient’s facilities, personnel, assets, systems and technologies to the extent reasonably requested by the Provider, in each case to the extent necessary in connection with the performance of such Provider’s obligations hereunder.

Section 2.02 Duration of Services . Subject to the terms of this Agreement, each of Pentair and nVent shall provide or cause to be provided to the respective Recipients each Service until the earlier to occur of, with respect to each such Service, (a) twenty-four (24) months following the Distribution Date; (b) the expiration of the term for such Service (or, subject to the terms of Section 8.01(c) , the expiration of any Service Extension) as set forth on Schedule A or Schedule B (each a “ Schedule ”, and collectively, the “ Schedules ”), (c) the date on which such Service is terminated under Section 8.01(b) or (d) the date on which this Agreement is terminated in its entirety by the mutual written agreement of the Parties pursuant to Section 8.01(a)(ii) .

Section 2.03 Additional Unspecified Services . (a) After the date of this Agreement, if nVent or Pentair (i) identifies a service that (x) the Pentair Group provided to the nVent Group in the twelve (12) months prior to the Distribution Date that nVent reasonably needs in order for the Electrical Business to continue to operate in substantially the same manner in which the Electrical Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties agreed such service shall not be provided), or (y) the nVent Group provided to the Pentair Group in the twelve (12) months prior to the Distribution Date that Pentair reasonably needs in order for the Pentair Business to continue to operate in substantially the same manner in which the Pentair Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to the other Party during the one hundred eighty (180) day period immediately following the date hereof requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “ Additional Services ”); provided , however , that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided , further , that the Provider shall not be required to provide any Additional Services if the Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.03(a) , the Pentair Services Manager and the nVent Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of

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the date of such agreement and the Additional Services set forth therein shall be deemed Services provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

(b) After the date of this Agreement, if (i) a Recipient requests to increase, relative to historical levels prior to the Distribution Date, the volume, amount, level or frequency, as applicable, of any Service provided by such Provider and (ii) such increase is reasonably determined by the Recipient as necessary for the Recipient to operate its businesses (such increases, the “ Service Increases ”), then such Provider shall consider such request in good faith; provided , however , that no Party shall be obligated to provide any Service Increase, including because, after good- faith negotiations between the Parties, the Parties fail to reach an agreement with respect to the terms thereof (including with respect to Service Charges therefor). In connection with any request for Service Increases in accordance with this Section 2.03(b) , the Pentair Services Manager and the nVent Services Manager shall in good faith negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Service Increases set forth therein shall be deemed a part of the Services provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

(c) Notwithstanding the foregoing clauses (a) and (b), and without limiting the remainder of this clause (c), the Provider shall not be obligated to perform or to cause to be performed any Service in a volume or quantity in any fiscal year that exceeds the highest volumes or quantities of analogous services provided to Pentair’s applicable functional group or Subsidiary during fiscal year 2017 (without reference to the transactions contemplated by the Separation Agreement) (the “ Service Baseline Period ”). If the Recipient requests that the Provider perform or cause to be performed any Service in a volume or quantity that exceeds the highest volumes or quantities of analogous services that were provided to Pentair or its applicable functional group or Subsidiary during the Service Baseline Period, then: (i) if such higher volume or quantity results from fluctuations occurring in the ordinary course of business of the Recipient, the Provider shall use commercially reasonable efforts to provide such requested higher volume or quantity; and (ii) if such higher volume or quantity results from any other source, including an acquisition, merger, purchase or other business combination by the Recipient, the Parties shall cooperate and act in good faith to determine whether the Provider shall provide such requested higher volume or quantity. If the Parties agree that the Provider shall provide the requested higher volume or quantity, then Pentair and nVent shall document such terms in an amendment to the applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended subsection of the applicable Schedule hereto, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the volume or quantity increases set forth therein shall be deemed a part of the Services provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Section 2.04 New Services . (a) From time to time during the term of this Agreement, either Party may request the other Party to provide additional or different services which such other Party is not expressly obligated to provide under this Agreement (excluding, for the avoidance of doubt, any Additional Services or Service Increases, the “ New Services ”). The Party receiving such request shall consider such request in good faith; provided , however , that no Party shall be obligated to provide any New Services, including because, after negotiations between the Parties pursuant to Section 2.04(b) , the Parties fail to reach an agreement with respect to the terms (including the Service Charges) applicable to the provision of such New Services.

(b) In connection with any request for New Services in accordance with Section 2.04(a) , the Pentair Services Manager and the nVent Services Manager shall in good faith (i) negotiate the applicable Service Charge and the terms of a supplement to the applicable Schedule, which supplement shall

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describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such New Services, and (ii) determine any costs and expenses, including any start-up costs and expenses, that would be incurred by the Provider in connection with the provision of such New Services, which costs and expenses shall be borne equally by the Parties. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the New Services set forth therein shall be deemed Services provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Section 2.05 Services Not Included . It is not the intent of the Provider to render, nor of the Recipient to receive from the Provider, professional advice or opinions, whether with regard to Tax, legal, treasury, finance, employment or other business and financial matters, technical advice, whether with regard to information technology or other matters, or the handling of or addressing environmental matters; the Recipient shall not rely on, or construe, any Service rendered by or on behalf of the Provider as such professional advice or opinions or technical advice; and the Recipient shall seek all third-party professional advice and opinions or technical advice as it may desire or need. Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of: (a) applicable Law, (b) any of the terms, conditions or provisions of the Provider’s organizational documents or (c) any existing contract or agreement with a third party. Without limitation to the foregoing, nothing in this Agreement shall require the Provider to perform or cause to be performed any Service that would require (x) an amendment to the Provider’s organizational documents or (y) a change in the Provider’s legal form.

Section 2.06 Transition Services Managers . (a) Pentair hereby appoints and designates the individual holding the Pentair position set forth on Exhibit I to act as its initial services manager (the “ Pentair Services Manager ”), who will be directly responsible for coordinating and managing the delivery of the Pentair Services and have authority to act on Pentair’s behalf with respect to matters relating to the provision of Services under this Agreement. The Pentair Services Manager will work with the personnel of the Pentair Group to periodically address issues and matters raised by nVent relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.06 , all communications from nVent to Pentair pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual specified as the local service manager (the “ Pentair Local Service Manager ”) with respect to such Service on the applicable Schedule or such other individual as may be specified by the Pentair Services Manager in writing and delivered to nVent by email or facsimile transmission with receipt confirmed. Pentair shall notify nVent of the appointment of a different Pentair Services Manager or Pentair Local Service Manager(s), if necessary, in accordance with Section 9.06 .

(b) nVent hereby appoints and designates the individual holding the nVent position set forth on Exhibit I to act as its initial services manager (the “ nVent Services Manager ”), who will be directly responsible for coordinating and managing the delivery of the nVent Services and have authority to act on nVent’s behalf with respect to matters relating to the provision of Services under this Agreement. The nVent Services Manager will work with the personnel of the nVent Group to periodically address issues and matters raised by Pentair relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.06 , all communications from Pentair to nVent pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual specified as the local service manager (the “ nVent Local Service Manager ”) with respect to such Service on the applicable Schedule or such other individual as may be specified by the nVent Services Manager in writing and delivered to Pentair by email or facsimile transmission with receipt confirmed. nVent shall notify Pentair of the appointment of a different nVent Services Manager or nVent Local Service Manager(s), if necessary, in accordance with Section 9.06 .

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Section 2.07 Personnel . (a) The Provider of any Service will make available to the Recipient of such Service such personnel as may be necessary to provide such Service on the understanding that such personnel shall remain employed and/or engaged by the Provider. The Provider will have the right, in its reasonable discretion, to (i) designate which personnel it will assign to perform such Service, and (ii) remove and replace such personnel at any time; provided , however , that any such removal or replacement shall not be the basis for any increase in any Service Charge or Reimbursement Charge payable hereunder or relieve the Provider of its obligation to provide any Service hereunder; and provided , further , that the Provider will use its commercially reasonable efforts to limit the disruption to the Recipient in the transition of the Services to different personnel.

(b) In the event that the provision of any Service by the Provider requires the cooperation and services of the personnel of the Recipient, the Recipient will make available to the Provider such personnel (who shall be appropriately qualified for purposes of so supporting the provision of such Service by the Provider) as may be necessary for the Provider to provide such Service on the understanding that such personnel shall remain employed and/or engaged by the Recipient. The Recipient will have the right, in its reasonable discretion, to (i) designate which personnel it will make available to the Provider in connection with the provision of such Service, and (ii) remove and replace such personnel at any time; provided , however , that any resulting increase in costs to the Provider shall be borne by the Recipient and any adverse effect to the provision of such Service by the Provider shall not be deemed a breach of this Agreement; and provided , further , that the Recipient will use its commercially reasonable efforts to limit the disruption to the Provider in the transition of such personnel. If the Provider, in its reasonable discretion and following discussions with the Recipient, requests the Recipient to remove and/or replace any such personnel from their roles in respect of the Services being provided by the Provider, the Recipient shall comply with such request.

(c) No Provider shall be liable under this Agreement for any Liabilities incurred by the Recipient Indemnified Parties that are primarily attributable to, or that are a consequence of, any actions or inactions of the personnel of the Recipient, except for any such actions or inactions undertaken pursuant to the direction of the Provider.

(d) Nothing in this Agreement shall grant the Provider, or its employees, agents and third-party providers that are performing the Services, the right directly or indirectly to control or direct the operations of the Recipient or any member of its Group. Such employees, agents and third-party providers shall not be required to report to the management of the Recipient nor be deemed to be under the management or direction of the Recipient. The Recipient acknowledges and agrees that, except as may be expressly set forth herein as a Service (including any Additional Services, Service Increases or New Services) or otherwise expressly set forth in the Separation Agreement, another Ancillary Agreement or any other applicable agreement, no Provider or any member of its Group shall be obligated to provide, or cause to be provided, any service or goods to any Recipient or any member of its Group.

Section 2.08 Intellectual Property . If, in the course of providing any Service, a Provider or any of its Affiliates creates or develops any Intellectual Property solely for the benefit of the Recipient and paid for by the Recipient (“ Newly Developed IP ”), then as between the Parties, such Newly Developed IP shall be solely and exclusively owned by such Recipient upon creation or development and shall be deemed a “work made for hire” under applicable Law. Without limiting the generality of the foregoing, to the extent any Newly Developed IP would not qualify as a “work made for hire” under applicable Law, the Provider of such Newly Developed IP shall assign and transfer to the applicable Recipient, all of such Provider’s and its Affiliates’ right, title and interest in, to and under such Newly Developed IP. The parties hereto shall take any and all actions and execute any and all other documents reasonably necessary to perfect, confirm and record the applicable Recipient’s ownership of such Newly Developed IP as contemplated in this Section 2.08 .

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Section 2.09 Local Agreements . (a) Pentair and nVent each recognize and agree that there may be a need to document the Services provided hereunder in various countries from time to time. If such an agreement is required by applicable Law, in the reasonable determination of Pentair and nVent, or Pentair and nVent mutually determine it to be necessary or desirable, in order for Providers to provide the Services in a particular country, Pentair and nVent shall cause the appropriate Affiliates of Pentair and nVent, respectively, to enter into local implementing agreements (each, a “ Local Agreement ”); provided, however, that the execution or performance of any such Local Agreement shall in no way alter or modify any term or condition hereof nor the effect thereof, except to the extent, and only to the extent, as expressly specified in such Local Agreement. Except as used in this Section 2.09, any references herein to this Agreement and the Services to be provided hereunder, shall include any Local Agreement and the Services to be provided thereunder.

(b) In accordance with Section 9.11 , Pentair and nVent may from time to time agree in writing to amend any terms of this Agreement and in such cases such amendment will be deemed to amend the terms of all Local Agreements.

ARTICLE III
PENTAIR MATERIALS

Section 3.01 Corporate Policies . (a) Subject to the terms and conditions of this Agreement, Pentair grants to nVent a non-exclusive, royalty-free, fully paid-up, worldwide license to create or have created materials based on Pentair’s corporate policies and manuals (the “ Pentair Materials ”) for distribution to employees of nVent and use such materials in the operation of the Electrical Business in substantially the same manner as the Pentair Materials were used by Pentair prior to the Distribution Date. It is understood and agreed that, to the maximum extent permitted by applicable Law, Pentair makes no representation or warranty, express or implied, as to the accuracy or completeness of any of the Pentair Materials, as to whether the Pentair Materials comply with Law, as to the non-infringement of any of the Pentair Materials or as to the suitability of any of the Pentair Materials for use by nVent in respect of its business, or otherwise.

(b) Notwithstanding the foregoing, the text of any materials created by or for nVent, and related to, or based upon, any of the Pentair Materials, may not contain any references to Pentair (or any of Pentair’s marks, names, trade dress, logos or other source or business identifiers, including the Pentair Name and Pentair Marks), Pentair’s publications, Pentair’s personnel (including senior management), Pentair’s management structures or any other indication (other than the verbatim or paraphrased reproduction of the content) that such materials are based upon any of the Pentair Materials.

Section 3.02 Limitation on Rights and Obligations with Respect to the Pentair Materials . After the Distribution Date, Pentair shall have no obligation to (i) notify nVent of any changes or proposed changes to any of the Pentair Materials, (ii) include nVent in any consideration of proposed changes to any of the Pentair Materials, (iii) provide draft changes of any of the Pentair Materials to nVent for review and/or comment or (iv) provide nVent with any updated materials relating to any of the Pentair Materials. nVent acknowledges and agrees that, except as expressly set forth above, Pentair reserves all rights (including all Intellectual Property rights) in, to and under the Pentair Materials and no rights with respect to ownership or use, except as otherwise expressly provided in this Agreement, shall vest in nVent. The Parties acknowledge and agree that, subject to the exceptions specified in Section 9.03 , the Pentair Materials are the Confidential Information of Pentair. nVent shall use at least the same degree of care to prevent and restrain the unauthorized use or disclosure of any confidential materials created by or for nVent that are based upon any of the Pentair Materials as it uses for its other confidential information of a like nature, but in no event less than a reasonable degree of care. nVent will allow Pentair reasonable access to personnel and information as reasonably necessary to determine nVent’s

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compliance with the provisions set forth above; provided , however , such access shall not unreasonably interfere with any of the business or operations of nVent. If Pentair determines that nVent has not complied in all material respects with some or all of its obligations contained in Section 3.01 and Section 3.02 with respect to any of the Pentair Materials, Pentair will provide nVent written notice of such failure to comply, specifiying the nature of the default. If nVent fails to cure such non-compliance within fifteen (15) days, Pentair may terminate nVent’s rights to use the portion of the Pentair Materials that fail to comply to nVent’s obligations. In such event, nVent shall either return the Pentair Materials that fail to comply with nVent’s obligations or destroy the noncomplying materials (with such destruction certified by nVent in writing to Pentair promptly after such termination).

ARTICLE IV
ADDITIONAL ARRANGEMENTS

Section 4.01 Software and Software Licenses . (a) If and to the extent requested by nVent, Pentair shall use commercially reasonable efforts to assist nVent in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Pentair to provide, and nVent to receive, Pentair Services; provided , however , any fees or other payments to enable nVent to obtain any such licenses or rights will be borne equally by the Parties; provided , further , that Pentair shall not be required to seek broader rights or more favorable terms for nVent than those applicable to Pentair or nVent, as the case may be, prior to the Distribution Date or as may be applicable to Pentair from time to time hereafter; and, provided , further , that each Party shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that Pentair’s efforts will be successful or that nVent will be able to obtain such licenses or rights on acceptable terms or at all and, where Pentair enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that nVent is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Pentair to provide, and nVent to receive, such Pentair Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require nVent to pay for any fees, expenses or costs relating to the software license that nVent was unable to obtain pursuant to the provisions of this Section 4.01(a) .

(b) If and to the extent requested by Pentair, nVent shall use commercially reasonable efforts to assist Pentair in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for nVent to provide, and Pentair to receive, the nVent Services; provided , however , any fees or other payments to enable nVent to obtain any such licenses or rights will be borne equally by the Parties; provided , further , that nVent shall not be required to seek broader rights or more favorable terms for Pentair than those applicable to Pentair or nVent, as the case may be, prior to the Distribution Date or as may be applicable to nVent from time to time hereafter; and, provided , further , that each Party shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that nVent’s efforts will be successful or that Pentair will be able to obtain such licenses or rights on acceptable terms or at all and, where nVent enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Pentair is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow nVent to provide, and Pentair to receive, such nVent Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule

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shall not require Pentair to pay for any fees, expenses or costs relating to the software license that Pentair was unable to obtain pursuant to the provisions of this Section 4.01(b) .

(c) In the event that there are any costs associated with obtaining software licenses in accordance with Section 4.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by the Recipient or the Provider, and (ii) would not have been payable by the Recipient or the Provider absent the need for a consent or waiver in connection with the license that the Recipient is seeking to obtain, such costs shall be borne equally by the Parties.

Section 4.02 Pentair Computer-Based and Other Resources . From and after the date of this Agreement, nVent and its Affiliates shall cause all of their personnel having access to the Pentair Intranet or such other computer software, networks, hardware, technology or computer based resources pursuant to the Separation Agreement, any Ancillary Agreement, or in connection with performance, receipt or delivery of a Service, to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of Pentair and its Affiliates (of which Pentair provides nVent written notice). nVent shall ensure that the access contemplated by this Section 4.02 shall be used by such personnel only for the purposes contemplated by, and subject to the terms of, this Agreement. Except as expressly provided in the Separation Agreement, any other Ancillary Agreement, any other applicable agreement or as required in connection with the performance or delivery of any Services, each of the Parties and its Affiliates shall cease using (and shall cause their employees to cease using) the services made available by the other Party and its Affiliates prior to the Distribution Date.

Section 4.03 Access to Facilities . (a) nVent shall, and shall cause, to the extent permitted by applicable Law, its Subsidiaries to, allow Pentair and its Representatives reasonable access to the facilities of nVent necessary for Pentair to fulfill its obligations under this Agreement.

(b) Pentair shall, and shall cause, to the extent permitted by applicable Law, its Subsidiaries to, allow nVent and its Representatives reasonable access to the facilities of Pentair necessary for nVent to fulfill its obligations under this Agreement.

(c) Notwithstanding the other rights of access of the Parties under this Agreement, each Party shall, and shall cause, to the extent permitted by applicable Law, its Subsidiaries to, afford the other Party, its Subsidiaries and Representatives, following not less than five (5) business days’ prior written notice from the other Party, reasonable access during normal business hours to the facilities, information, systems, infrastructure, and personnel of the relevant Providers as reasonably necessary for the other Party to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided , however , such access shall not unreasonably interfere with any of the business or operations of such Party or its Subsidiaries.

(d) Except as otherwise permitted by the other Party in writing, each Party shall permit only its authorized Representatives, contractors, invitees or licensees to access the other Party’s facilities.

Section 4.04 Cooperation . It is understood that it will require the significant efforts of both Parties to implement this Agreement and to ensure performance of this Agreement by the Parties at the agreed-upon levels in accordance with all of the terms and conditions of this Agreement. The Parties will cooperate, acting in good faith and using commercially reasonable efforts, to effect a smooth and orderly transition of the Services provided under this Agreement from the Provider to the Recipient (including repairs and maintenance Services and the assignment or transfer of the rights and obligations under any

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third-party contracts relating to the Services); provided , however , that this Section 4.04 shall not require either Party to incur any out-of-pocket costs or expenses. The Provider shall not be liable for failure to (a) provide Services or (b) effect the transition of the Services where such failure arises as a result of the Parties not obtaining third party consents to such Service provision or transition despite the Parties’ commercially reasonable efforts to obtain third party consents.

Section 4.05 Data Protection . (a) Each Party hereby agrees to, and to cause its Affiliates to (i) comply with any data protection or data privacy laws or regulations in any jurisdiction in which the Services are provided, including, without limitation, the Irish Data Protection Acts 1998 and 2003 and any other legislation that implements the Data Protection Directive (1995/46/EC) and, with effect from May 25, 2018, the General Data Protection Regulation (Regulation (EU) 2016/679) and legislation enacted pursuant thereto (the “ Data Protection Laws ”), applicable to it in connection with this Agreement, and (ii) adopt and incorporate principles of privacy by design and by default in respect of its processing of personal data.

(b) In furtherance of, and not in limitation of, the foregoing Section 4.05(a) , the Provider, when acting as data processor on behalf of the Recipient, as data controller, pursuant to the terms of this Agreement, the Provider agrees to, and to cause, to the extent permitted by applicable Law, its Affiliates to:

(i) only process personal data (A) in accordance with the restrictions relating to data processing as outlined in Schedule C , (B) in accordance with the Recipient’s instructions that have been provided in writing (including to the extent necessary for the purposes set out in this Agreement) or (C) to the extent it is required to process personal data by applicable Law (which, for the purposes of this Section 4.05 , shall mean in the case of any Recipient entity which is a data controller established in or otherwise subject to data protection laws applicable in the European Union (“ EU ”) only EU law or the laws of the EU member state in which that data controller is established) in which case, where permitted by applicable Law, the Provider shall inform the Recipient of the legal requirement before processing personal data;

(ii) implement technical and organizational measures in a manner that complies with Data Protection Laws, taking into account (A) the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access to the personal data and against all other unlawful forms of processing, and (B) the nature of the processing, the requirements to assist the Recipient in responding to requests by data subjects to exercise their rights of access, rectification or erasure and the requirements to restrict or object to processing of personal data or data portability;

(iii) ensure that employees or representatives who have access to the personal data (A) only process the personal data in accordance with Section 4.05(b)(i) above and (B) are bound to hold the information in confidence to the standard required under this Agreement (whether under a written agreement or otherwise);

(iv) not transfer personal data to any country or territory outside of the originating country or territory without the prior written consent of the Recipient, not to be unreasonably withheld, and which consent may be conditional upon the relevant third parties entering into an agreement on similar terms as this Agreement with the Recipient, provided that where the Provider is seeking to transfer personal data from any originating country or territory within the EU or the EEA to a country or territory outside the EEA it shall be permitted to do so if such data is subject to adequate safeguards or is otherwise transferred in accordance with the Data

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Protection Laws and (A) there is a current European Commission finding of adequacy pursuant to Article 25(6) of Directive 95/46/EC or, after May 24, 2018, Article 45 of Regulation (EU) 2016/679 in respect of the country, territory or sector to which the personal data is being transferred; (B) the transfer is to the United States to an entity that is a certified member of the EU-US Privacy Shield; or (C) the Recipient and the relevant importing entity are party to a contract in relation to the export incorporating standard contractual clauses in the form adopted by the European Commission under Decision 2010/87/EU, as amended or replaced from time to time;

(v) promptly inform the Recipient of and assist (at the Recipient’s cost) with requests by data subjects to exercise their rights of access, rectification or erasure, to restrict or object to processing of personal data or data portability and use reasonable endeavors to communicate any rectification or erasure of personal data or restriction of processing to any recipient to whom the relevant personal data have been disclosed;

(vi) notify the Recipient without undue delay after becoming aware of (A) any actual or suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed (“ Personal Data Breach ”) or (B) any inquiry by or request for information by any person having regulatory or supervisory authority over all or any part of the Services or the business of the Provider or the Recipient (“ Regulator ”) concerning, or made under, Data Protection Laws, or of any material breach by it of any Data Protection Laws (including any formal or informal enforcement proceedings against it by a Regulator, or, without prejudice to Section 4.05(b)(vii)(B) , any notification of any data breach to a Regulator under the Data Protection Laws), and upon the Recipient’s reasonable written request, provide the Recipient with all co-operation and assistance reasonably requested by the Recipient to enable the Recipient to notify the Personal Data Breach to the relevant data protection authority and data subject(s) (as applicable);

(vii) upon receipt of a notification of a breach under Section 4.05(b)(vi) , (A) work together with the Recipient, acting reasonably and in good faith, to mitigate any adverse effects of any such breach on the Recipient’s business and the affected data subjects (at the Recipient’s cost), each acting reasonably and in good faith and (B) not release or publish any filing, communication, notice, press release, or report concerning the breach without first consulting the Recipient with regards to the content of that notice and giving due regard to the Recipient’s reasonable comments, save that the Provider may disclose a breach to the extent required by applicable Law;

(viii) assist the Recipient with assessing the impact of processing personal data, take account of the Recipient’s reasonable requirements when carrying out a privacy impact assessment and with any consultations with a data protection authority if, and to the extent, an assessment or consultation is required to be carried out under the Data Protection Laws;

(ix) provide the Recipient with all information necessary to demonstrate compliance with data processor obligations under the Data Protection Laws and allow the Recipient or an auditor mandated by the Recipient to carry out audits, including inspections of all facilities, equipment, documents and electronic data relating to the processing of personal data by the Provider or any approved Affiliate, third party or approved subcontractor to verify compliance with this Section 4.05 and the Provider shall inform the Recipient if any instructions pursuant to this Section 4.05(b)(ix) would breach applicable Data Protection Laws;

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(x) unless expressly stated otherwise in this Agreement, the Provider shall, and shall procure that any Affiliates, subcontractors or third parties shall, on termination of this Agreement immediately cease to use the personal data and shall, at the Recipient’s option, return the personal data to the Recipient or delete the personal data and all copies and extracts of the personal data unless required to retain a copy in accordance with EU laws or the applicable laws of any EU or EEA country in which the Recipient is established;

(xi) inform the applicable data controller of any changes to its subcontractors; and

(xii) ensure that any subcontractor with which it contracts from the date of this Agreement and to which it delegates the processing of personal data on behalf of the Recipient is bound by a written agreement imposing on the subcontractor obligations no less restrictive than those set out in this Section 4.05 .

To the extent used in this Section 4.05 , the terms, “ data controller ”, “ data processor ”, “ personal data ” and “ processing ” (or any form of “ process ”) shall have the meaning set out in applicable Data Protection Laws and “ European Economic Area ” or “ EEA ” shall mean the countries which are party to the European Economic Area Agreement 1994, as amended from time to time.

ARTICLE V
COSTS AND DISBURSEMENTS

Section 5.01 Costs and Disbursements . (a) Except as otherwise provided in this Agreement, a Recipient of Services shall pay to the Provider of such Services a monthly fee for the Services (or category of Services, as applicable) (each fee constituting a “ Service Charge ” and, collectively, “ Service Charges ”) as listed on the Schedules hereto.

(b) The amount of the Service Charge for each Service shall increase three percent (3%) annually on each anniversary of this Agreement (including during the term of any Service Extension). In addition, during the term of this Agreement, the amount of a Service Charge for any Services (or category of Services, as applicable) may increase to the extent of: (i) any increases mutually agreed to by the Parties, (ii) any Service Charges applicable to any Additional Services, Service Increases or New Services, and (iii) any increase in the rates or charges imposed by any unaffiliated third-party provider that is providing Services. Together with any monthly invoice for Service Charges and Reimbursement Charges, the Provider shall provide the Recipient with documentation to support the calculation of such Service Charges or any Reimbursement Charges.

(c) The Recipient shall reimburse the Provider for reasonable out-of-pocket costs and expenses incurred by the Provider or its Affiliates in connection with providing the Services (including necessary travel-related expenses) (each such cost or expense, a “ Reimbursement Charge ” and, collectively, “ Reimbursement Charges ”); provided , however , that any such cost or expense that is materially inconsistent with historical practice between the Parties for any Service (including business travel and related expenses) shall require advance approval of the Recipient. Any authorized travel-related expenses incurred in performing the Services shall be incurred and charged to the Recipient in accordance with the Provider’s then-applicable business travel policies made known to the Recipient.

(d) The Service Charges and Reimbursement Charges due and payable hereunder shall be invoiced and paid in the currency indicated in the column entitled “Fees (Local)” in the relevant Schedule hereto. The Recipient, or, to the extent permitted by applicable Law, a designee of the Recipient, shall pay the amount of each monthly invoice by wire transfer (or such other method of payment as may be agreed between the Parties) to the Provider within sixty (60) days of the receipt of each such invoice,

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including appropriate documentation as described herein. In the absence of a timely notice of billing dispute in accordance with the provisions of Article VIII of the Separation Agreement, if the Recipient fails to pay such amount within thirty (30) days of receipt of written notice of such failure to pay, the Recipient shall be obligated to pay to the Provider, in addition to the amount due, interest at an annual default interest rate of three percent (3%), or the maximum legal rate, whichever is lower, accruing from the date the payment was due through the date of actual payment. In the event of any billing dispute, the Recipient shall promptly pay any undisputed amount.

(e) Subject to the confidentiality provisions set forth in Section 9.03 , each Party shall, and shall, to the extent permitted by applicable Law, cause their respective Affiliates to, provide, upon ten (10) days’ prior written notice from the other Party, any information within such Party’s or its Affiliates’ possession that the requesting Party reasonably requests in connection with any Services being provided to such requesting Party by an unaffiliated third-party provider, including any applicable invoices, agreements documenting the arrangements between such third-party provider and the Provider and other supporting documentation; provided , however , that each Party shall make no more than one such request during any calendar month.

Section 5.02 Tax Matters. (a) Without limiting any provisions of this Agreement, the Recipient shall be responsible for (i) all excise, sales, use, transfer, stamp, documentary, filing, recordation and other similar Taxes, (ii) any value added, goods and services or similar recoverable indirect Taxes (“ VAT ”) and (iii) any related interest and penalties (collectively, “ Transfer Taxes ”), in each case imposed or assessed as a result of the provision of Services by the Provider. In particular, but without prejudice to the generality of the foregoing, all amounts payable pursuant to this Agreement are exclusive of amounts in respect of VAT. Where any taxable supply of Services for VAT purposes is made pursuant to this Agreement by the Provider to the Recipient, the Recipient shall either (i) on receipt of a valid VAT invoice from the Provider, pay to the Provider such additional amounts in respect of VAT as are chargeable on the supply of the services at the same time as payment is due for the supply of the services; or (ii) where required by applicable Law to do so, account directly to the relevant Governmental Authority for any such VAT amounts. The Party required to account for Transfer Tax shall provide to the other Party evidence of the remittance of the amount of such Transfer Tax to the relevant Governmental Authority, including, without limitation, copies of any Tax returns remitting such amount. The Provider agrees that it shall take commercially reasonable actions to cooperate with the Recipient in obtaining any refund, return, rebate, or the like of any Transfer Tax, including by filing any necessary exemption or other similar forms, certificates, or other similar documents. The Recipient shall promptly reimburse the Provider for any costs incurred by the Provider or its Affiliates in connection with the Recipient obtaining a refund or overpayment of refund, return, rebate, or the like of any Transfer Tax. For the avoidance of doubt, any applicable gross receipts-based or net income-based Taxes shall be borne by the Provider unless the Provider is required by law to obtain, or allowed to separately invoice for and obtain, reimbursement of such Taxes from the Recipient.

(b) The Recipient shall be entitled to deduct and withhold Taxes required by any Tax Law to be withheld on payments made pursuant to this Agreement. To the extent any amounts are so withheld, the Recipient shall (i) pay, in addition to the amount otherwise due to the Provider under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Provider will equal the full amount the Provider would have received had no such deduction or withholding been required, (ii) pay such deducted and withheld amount to the proper Governmental Authority, and (iii) promptly provide to the Provider evidence of such payment to such Governmental Authority. The Provider shall, prior to the date of any payment to be made pursuant to this Agreement, at the request of the Recipient, make commercially reasonable efforts to provide the Recipient any certificate or other documentary evidence (x) required by Tax Law or (y) which the Provider is entitled by Tax Law to provide in order to reduce the amount of any Taxes that may be deducted or withheld from such payment

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and the Recipient agrees to accept and act in reliance on any such duly and properly executed certificate or other applicable documentary evidence.

(c) If the Provider (i) receives any refund (whether by payment, offset, credit or otherwise) or (ii) utilizes any overpayment of Taxes that are borne by Recipient pursuant to this Agreement, then the Provider shall promptly pay, or cause to be paid, to the Recipient an amount equal to the deficiency or excess, as the case may be, with respect to the amount that the Recipient has borne if the amount of such refund or overpayment (including, for the avoidance of doubt, any interest or other amounts received with respect to such refund or overpayment) had been included originally in the determination of the amounts to be borne by Recipient pursuant to this Agreement, net of any additional Taxes the Provider incurs or will incur as a result of the receipt of such refund or such overpayment.

Section 5.03 No Right to Set-Off . The Recipient shall timely pay the full amount of Service Charges and Reimbursement Charges and shall not set-off, counterclaim or otherwise withhold any amount owed to the Provider under this Agreement on account of any obligation owed by the Provider to the Recipient.

ARTICLE VI
STANDARD FOR SERVICE

Section 6.01 Standard for Service .

(a) The Provider agrees (i) to perform the Services with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider in the twelve (12) months prior to the Distribution Date or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components; and (ii) upon receipt of written notice from the Recipient identifying any outage, interruption or other failure of any Service, to respond to such outage, interruption or other failure of such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services in the twelve (12) months prior to the Distribution Date. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 6.01 so long as the applicable Provider complies with the foregoing clause (ii). Further, each Recipient acknowledges that the applicable Provider may be providing similar services (or services that involve the same resources as those used to provide the Services) to its internal organizations, Affiliates and/or third parties. Each Provider reserves the right to modify the Services in connection with changes to its internal organization in the ordinary course of business; provided , however , that no such modification may result in any modification that would reduce the benefits provided to the Recipient hereunder in any material respect or increase the Service Charges payable hereunder.

(b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of: (i) applicable Law, (ii) any of the terms, conditions or provisions of the Provider’s organizational documents or (iii) any existing contract or agreement with a third party. Without limitation to the foregoing, nothing in this Agreement shall require the Provider to perform or cause to be performed any Service that would require (x) an amendment to the Provider’s organizational documents or (y) a change in the Provider’s legal form. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this

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Section 6.01 . Any costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be borne equally by the Parties. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 6.01 that would apply absent the exception provided for in the first sentence of this Section 6.01(b) .

Section 6.02 Disclaimer of Warranties . EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES. UNLESS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS WITHOUT WARRANTY OF ANY KIND.

Section 6.03 Compliance with Laws and Regulations . Each Party shall be responsible for its own compliance and its subcontractors’ compliance with any and all Laws applicable to its performance under this Agreement. No Party will knowingly take any action in violation of any such applicable Law that results in liability being imposed on the other Party.

ARTICLE VII
LIMITED LIABILITY AND INDEMNIFICATION

Section 7.01 Consequential and Other Damages . Notwithstanding anything to the contrary contained in the Separation Agreement or this Agreement, the Provider shall not be liable to the Recipient or any of its Affiliates or Representatives, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, for any special, indirect, incidental, punitive or consequential damages whatsoever (including lost profits or damages calculated on multiples of earnings approaches), which in any way arise out of, relate to or are a consequence of, the performance or nonperformance by the Provider (including any Affiliates and Representatives of the Provider and any unaffiliated third-party providers, in each case, providing the applicable Services) under this Agreement or the provision of, or failure to provide, any Services under this Agreement, including with respect to loss of profits, business interruptions or claims of customers. The foregoing limitations on Liability in this Section 7.01 shall not apply to any breach of Section 9.03 .

Section 7.02 Limitation of Liability . The Liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on Liability in this Section 7.02 shall not apply to any breach of Section 9.03 .

Section 7.03 Obligation To Reperform; Liabilities . In the event of any breach of this Agreement by any Provider with respect to the provision of any Services (with respect to which the Provider can reasonably be expected to re-perform in a commercially reasonable manner), the Provider shall (a) promptly correct in all material respects such error, defect or breach or re-perform in all material respects such Services at the request of the Recipient and at the sole cost and expense of the Provider and

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(b) subject to the limitations set forth in Sections 7.01 and 7.02 , reimburse the Recipient and its Affiliates and Representatives for Liabilities attributable to such breach by the Provider. The remedy set forth in this Section 7.03 shall be the sole and exclusive remedy of the Recipient for any such breach of this Agreement. Any request for re-performance in accordance with this Section 7.03 by the Recipient must be in writing and specify in reasonable detail the particular error, defect or breach, and such request must be made no more than one (1) month from the date such error, defect or breach becomes apparent or should have reasonably become apparent to the Recipient.

Section 7.04 Recipient Indemnity . Subject to Section 7.01 , each Recipient hereby agrees to indemnify, defend and hold harmless the applicable Provider and its Affiliates and Representatives (each, a “ Provider Indemnified Party ”) from and against any and all Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), except to the extent that such Liabilities arise out of, relate to or are a consequence of the applicable Provider Indemnified Party’s violation of applicable Law, bad faith, gross negligence or willful misconduct.

Section 7.05 Provider Indemnity . Subject to Section 7.01 , each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates and Representatives (each a “ Recipient Indemnified Party ”), from and against any and all Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), to the extent that such Liabilities arise out of, relate to or are a consequence of the applicable Provider’s violation of applicable Law, bad faith, gross negligence or willful misconduct.

Section 7.06 Indemnification Procedures . The provisions of Sections 4.2 through 4.6 of the Separation Agreement shall govern claims for indemnification under this Agreement.

Section 7.07 Liability for Payment Obligations . Nothing in this Article VII shall be deemed to eliminate or limit, in any respect, Pentair’s or nVent’s express obligation in this Agreement to pay Service Charges and Reimbursement Charges for Services rendered in accordance with this Agreement.

Section 7.08 Exclusion of Other Remedies . The provisions of Section 7.03 , 7.04 and 7.05 of this Agreement shall, to the maximum extent permitted by applicable Law, be the sole and exclusive remedies of the Provider Indemnified Parties and the Recipient Indemnified Parties, as applicable, for any claim, loss, damage, expense or liability, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement.

Section 7.09 Confirmation . Neither Party excludes nor disclaims responsibility for any liability which cannot be excluded or disclaimed pursuant to applicable Law.

ARTICLE VIII
TERM AND TERMINATION

Section 8.01 Term and Termination . (a) This Agreement shall commence immediately upon the Distribution Date and shall terminate upon the earlier to occur of: (i) the last date on which either Party is obligated to provide any Service to the other Party in accordance with the terms of this Agreement or (ii) the mutual written agreement of the Parties to terminate this Agreement in its entirety.

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(b) Without prejudice to a Recipient’s rights with respect to a Force Majeure, a Recipient may from time to time terminate this Agreement with respect to the entirety of any individual Service but not a portion thereof:

(i) for any reason or no reason, upon providing at least thirty (30) days’ prior written notice to the Provider; provided , however , that, with respect to any individual Service provided exclusively for a Recipient, such Recipient shall pay to the Provider the necessary and reasonable documented out-of-pocket costs incurred in connection with the wind down of such Service other than any employee severance and relocation expenses, but including unamortized license fees and costs for equipment used to provide such Service, contractual obligations under agreements used to provide such Service, any breakage or termination fees and any other termination costs payable by the Provider with respect to any resources or pursuant to any other third-party agreements that were used by the Provider to provide such Service (or an equitably allocated portion thereof, in the case of any such equipment, resources or agreements that also were used for purposes other than providing Services); or

(ii) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient.

In the event that any Service is terminated other than at the end of a month, the Service Charge associated with such Service shall be pro-rated appropriately. The Parties acknowledge that there may be interdependencies among the Services being provided under this Agreement that may not be identified on the applicable Schedules and agree that, if the Provider’s ability to provide a particular Service in accordance with this Agreement is materially and adversely affected by the termination of another Service in accordance with Section 8.01(b)(i) , then the Parties shall negotiate in good faith to amend the Schedule relating to such affected continuing Service, which amendment shall be consistent with the terms of, and the pricing methodology used for, comparable Services.

(c) In connection with the termination of any Service, if the Recipient reasonably determines that it will require such Service to continue beyond the date on which such Service is scheduled to terminate, the Recipient may request that the Provider extend such Service (any such extension, a “ Service Extension ”) for a specified period beyond the scheduled termination of such Service (which period shall in no event be longer than one hundred and eighty (180) days) by written notice to the Provider no less than thirty (30) days prior to the date of such scheduled termination, and Provider shall consider any such request in good faith; provided , however , that no Party shall be obligated to agree to any Service Extension, including because, after good-faith negotiations between the Parties, the Parties fail to reach an agreement with respect to the terms thereof; provided , further , however , that (i) there shall be no more than one (1) Service Extension with respect to each Service and (ii) the Provider shall not be obligated to provide such Service Extension if a third-party consent is required and cannot be obtained by the Provider. Unless otherwise agreed by Provider and Recipient, the Service Charge applicable to any such Service Extension shall be one hundred and twenty percent (120%) of the Service Charge applicable to such Service immediately prior to the Service Extension. In connection with any request for Service Extensions in accordance with this Section 8.01(c) , the Pentair Services Manager and the nVent Services Manager shall in good faith (x) negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of the applicable Service, and (y) determine the costs and expenses (other than Service Charges), if any, that would be incurred by the Provider or the Recipient, as the case may be, in connection with the provision of such Service Extension, which costs and expenses shall be borne solely by the Party requesting the Service Extension. Each amended Schedule to implement a Service Extension, as agreed to in writing by the Parties, shall be deemed part of this

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Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Section 8.02 Effect of Termination . Upon termination of any Service pursuant to this Agreement, the Provider of the terminated Service will have no further obligation to provide the terminated Service, and the relevant Recipient will have no obligation to pay any future Service Charges relating to any such Service; provided , however , that the Recipient shall remain obligated to the relevant Provider for the (a) Service Charges and Reimbursement Charges owed and payable in respect of Services provided prior to the effective date of termination and (b) any applicable charges described in Section 8.01(b)(i) , which charges shall be payable only in the event that the Recipient terminates any Service pursuant to Section 8.01(b)(i) . In connection with the termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a termination of this Agreement, Article I , Article VII (including liability in respect of any indemnifiable Liabilities under this Agreement arising or occurring on or prior to the date of termination), Article VIII , Article IX , all confidentiality obligations under this Agreement and liability for all due and unpaid Service Charges and Reimbursement Charges and any applicable charges payable pursuant to Section 8.01(b)(i) , shall continue to survive indefinitely. Following termination of this Agreement with respect to any Service, each Party agrees to cooperate (at the applicable Recipient’s expense) in providing for an orderly transition of such Service to such Recipient or to a successor service provider (including using commercially reasonable efforts to deliver to the applicable Recipient, in the format maintained by the applicable Provider, any and all data to the extent generated for or on behalf of such Recipient or any of its Affiliates in connection with such terminated Service and stored on such Provider’s systems that has not been previously transferred to such Recipient or its designee).

Section 8.03 Force Majeure . (a) Neither Party (nor any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation for Services not affected by a Force Majeure event) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure; provided , however , that (i) such Party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of such Force Majeure on its obligations; and (ii) the nature, quality and standard of care that the Provider shall provide in delivering a Service after a Force Majeure shall be substantially the same as the nature, quality and standard of care that the Provider provides to its Affiliates with respect to such Service. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of such cause.

(b) During the period of a Force Majeure, the Recipient shall be entitled to permanently terminate such Service(s) (and shall be relieved of the obligation to pay Service Charges for such Services(s) throughout the duration of such Force Majeure) if a Force Majeure shall continue to exist for more than fifteen (15) consecutive days, it being understood that Recipient shall not be required to provide any advance notice of such termination to Provider or pay any charges in connection therewith.

ARTICLE IX
GENERAL PROVISIONS

Section 9.01 No Agency . Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any Party an agent of an unaffiliated party in the conduct of such other party’s business. A Provider of any Service under this Agreement shall act as an independent contractor and not

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as the agent of the Recipient in performing such Service, maintaining control over its employees, its subcontractors and their employees and complying with all withholding of income at source requirements, whether federal, national, state, local or foreign. For the avoidance of doubt, each Provider, or its Affiliates, as the case may be, shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of its employees, legal representatives and agents who perform Services.

Section 9.02 Subcontractors . A Provider may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided , however , that (a) such Provider shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to the Provider and (b) such Provider shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the scope of the Services, the standard for services as set forth in Article VII and the content of the Services provided to the Recipient.

Section 9.03 Treatment of Confidential Information .

(a) The Parties shall not, and shall cause, to the fullest extent permitted by applicable Law, all other persons providing Services or having access to information of the other Party that is confidential or proprietary (“ Confidential Information ”) not to, disclose to any other person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided , however , that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided , further , that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (A) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (B) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (C) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall, to the extent that providing such notice would not violate applicable Law, provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

(b) Each Party shall, and shall cause, to the fullest extent permitted by applicable Law, its Representatives to, protect the Confidential Information of the other Party by using the same degree of care to prevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of a like nature, but in any event no less than a reasonable degree of care.

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(c) Each Party shall be liable for any failure by its respective Representatives to comply with the restrictions on use and disclosure of Confidential Information contained in this Agreement.

(d) Each Party shall comply with all applicable local, state, national, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services under this Agreement.

(e) Each Party acknowledges that neither it nor any of its Affiliates will acquire any right, title or interest in or to any Confidential Information of the other party hereto by reason of this Agreement or the provision of the Services hereunder.

(f) Each Party agrees to only use Confidential Information of the other party hereto in connection with the provision and/or receipt of the Services, as applicable.

(g) All Confidential Information, including all personal data processed by a Party on behalf of the other Party, whether in written, electronic or other form shall be and remain the sole and exclusive property of the disclosing Party, and shall be promptly returned or destroyed (at the election of the receiving Party) by the receiving Party, upon the written request of the disclosing Party. To the extent that the receiving Party is unable to return or destroy any digital data, the obligation of confidentiality hereunder shall survive with respect to such information until it is either returned or destroyed.

Section 9.04 Further Assurances . Each Party covenants and agrees that, without any additional consideration, it shall execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate this Agreement.

Section 9.05 Dispute Resolution . Any Dispute shall be resolved in accordance with the procedures set forth in Article VIII of the Separation Agreement, which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified herein or in Article VIII of the Separation Agreement.

Section 9.06 Notices . Except with respect to routine communications by the Pentair Services Manager, nVent Services Manager, Pentair Local Services Manager and nVent Local Services Manager under Section 2.06 , all notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service or by facsimile (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.06 ):

(i) if to Pentair:

Pentair plc

43 London Wall

London EC2M 5TF

United Kingdom

Attention: General Counsel

Facsimile: +44-207-347-8925

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and

Pentair plc

c/o Pentair Management Company

5500 Wayzata Boulevard, Suite 600

Golden Valley, Minnesota 55416


Attention:	General Counsel


Facsimile:	(763) 656-5403

with a copy (which shall not constitute notice) to:

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Benjamin F. Garmer, III
John K. Wilson

Facsimile: (414) 297-4900

(ii) if to nVent:

nVent Electric plc

The Mille
1000 Great West Road, 8 ^th Floor (East)

London TW8 9DW

United Kingdom

Attention: General Counsel

Facsimile: (763) 204-7951

and

nVent Electric plc

c/o nVent Management Company

1665 Utica Avenue, Suite 700

St. Louis Park, Minnesota 55416

Attention: General Counsel

Facsimile: (763) 204-7951

with a copy (which shall not constitute notice) to:

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Benjamin F. Garmer, III
John K. Wilson

Facsimile: (414) 297-4900

Section 9.07 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid,

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illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

Section 9.08 Entire Agreement . This Agreement, together with the documents referenced herein (including the Separation Agreement and any other Ancillary Agreements) constitutes the entire agreement between the parties with respect to the subject matter hereof, supersede all prior written and oral and all contemporaneous oral agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties other than those set forth or referred to herein or therein.

Section 9.09 No Third-Party Beneficiaries . Except as provided in Article VII with respect to Provider Indemnified Parties and Recipient Indemnified Parties, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person, including any union or any employee or former employee of Pentair or nVent, any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

Section 9.10 Governing Law . The construction, interpretation and performance of this Agreement shall be governed and construed according to the laws of the State of New York, without regard to conflicts of laws principles (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York).

Section 9.11 Amendment . No provision of this Agreement, including any Schedules to this Agreement, may be amended, supplemented or modified except by a written instrument making specific reference to this Agreement or any such Schedules to this Agreement, as applicable, signed by all the Parties.

Section 9.12 Interpretation . Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (including all of the Schedules, Exhibits and Appendices hereto and thereto) and not to any particular provision of this Agreement (or such Ancillary Agreement); (c) Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation”; (e) the word “or” shall not be exclusive; (f) unless expressly stated to the contrary in this Agreement or in any Ancillary Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to April 27, 2018, regardless of any amendment or restatement hereof; and (g) except where the context otherwise requires, references to Subsidiaries of nVent refers to Persons that will be Subsidiaries of nVent upon consummation of the Distribution. Pentair and nVent have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; and (h) unless otherwise specified in a particular case, the word “days” refers to calendar days.

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Section 9.13 Counterparts. This Agreement may be executed in one or more counterparts, and by each Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 9.14 Assignability . This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of Pentair and nVent, except that each Party may:

(a) assign all of its rights and obligations under this Agreement to any of its Subsidiaries; provided , that in connection with any such assignment, the assigning Party provides a guarantee to the non-assigning Party (in a form reasonably agreed upon) for any liability or obligation of the assignee under this Agreement;

(b) in connection with the divestiture of any Subsidiary or business of such Party that is a Recipient to an acquiror that is not a competitor of the Provider, assign to the acquiror of such Subsidiary or business its rights and obligations as a Recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided , that (i) in connection with any such assignment, the assigning Party provides a guarantee to the non-assigning Party (in a form reasonably agreed upon) for any liability or obligation of the assignee under this Agreement, (ii) any and all costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the assigning Party, and (iii) the Parties shall in good faith negotiate any amendments to this Agreement, including the Schedules hereto, that may be necessary or appropriate in order to assign such Services; and

(c) in connection with the divestiture of any Subsidiary or business of such Party that is a Recipient to an acquiror that is a competitor of the Provider, assign to the acquiror of such Subsidiary or business its rights and obligations as a Recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided , that (i) in connection with any such assignment, the assigning Party provides a guarantee to the non-assigning Party (in a form reasonably agreed upon) for any liability or obligation of the assignee under this Agreement, (ii) any and all costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the assigning Party, (iii) the Parties shall in good faith negotiate any amendments to this Agreement, including the Schedules hereto, that may be necessary or appropriate in order to ensure that such assignment will not (x) materially and adversely affect the businesses and operations of each of the Parties and their respective Affiliates or (y) create a competitive disadvantage for the Provider with respect to an acquiror that is a competitor, and (iv) no Party shall be obligated to provide any such assigned Services to an acquiror that is a competitor if the provision of such assigned Services to such acquiror would disrupt the operation of such Party’s businesses or create a competitive disadvantage for such Party with respect to such acquirer.

Section 9.15 Non-Recourse . No past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney or representative of either Pentair or nVent or their Affiliates shall have any liability for any obligations or liabilities of Pentair or nVent, respectively, under this Agreement or for any claims based on, in respect of, or by reason of, the transactions contemplated by this Agreement.

Section 9.16 Expenses . Except as otherwise provided in this agreement, all costs, fees and expenses incurred by the parties hereto in connection with this Agreement and the transactions contemplated hereby shall be borne solely and entirely by the party that has incurred such expenses.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.



PENTAIR PLC

By:	/s/ Andrew G. Smyth
	Name:	Andrew G. Smyth
	Title:	Authorized Signatory

NVENT ELECTRIC PLC

By:	/s/ Neil S. Mackintosh
	Name:	Neil S. Mackintosh
	Title:	Authorized Signatory

Exhibit 2.4

EXECUTION VERSION

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

PENTAIR PLC

AND

NVENT ELECTRIC PLC

DATED AS OF APRIL 27, 2018

4826-7340-6793.18

TABLE OF CONTENTS



ARTICLE I DEFINITIONS			2

	Section 1.01.	Definitions	2
	Section 1.02.	Interpretation	10

ARTICLE II GENERAL PRINCIPLES AND TRANSITION SERVICES			10

	Section 2.01.	General Principles for Allocation of Liabilities	10
	Section 2.02.	Benefit Plans	12
	Section 2.03.	Individual Agreements	13
	Section 2.04.	Collective Bargaining	13
	Section 2.05.	Non-U.S. Regulatory Compliance	13

ARTICLE III ASSIGNMENT OF EMPLOYEES			13

	Section 3.01.	Employees and Taxes	13
	Section 3.02.	No-Hire and Nonsolicitation	15

ARTICLE IV EQUITY, CASH, AND EXECUTIVE COMPENSATION			16

	Section 4.01.	Equity Awards	16
	Section 4.02.	Incentive Plans	22
	Section 4.03.	Employee Stock Purchase Plan	23
	Section 4.04.	Director Compensation	23

ARTICLE V U.S. QUALIFIED AND NONQUALIFIED RETIREMENT PLANS			25

	Section 5.01.	Pentair U.S. Pension Plans	25
	Section 5.02.	Pentair and nVent U.S. Savings Plans	25
	Section 5.03.	Supplemental Executive Retirement Plan	27
	Section 5.04.	Non-Qualified Deferred Compensation Plan	27
	Section 5.05.	Nonqualified Plan Participation; Distributions	29

ARTICLE VI U.S. WELFARE BENEFIT PLANS			29

	Section 6.01.	U.S. Welfare Plans for Active Employees	29
	Section 6.02.	U.S. Retiree Welfare Plan	31
	Section 6.03.	Vacation, Holidays and Leaves of Absence	31
	Section 6.04.	Severance and Unemployment Compensation	31
	Section 6.05.	Workers’ Compensation	32
	Section 6.06.	Insurance Contracts	32
	Section 6.07.	Third-Party Vendors	32

ARTICLE VII NON-U.S. EMPLOYEES AND BENEFIT PLANS			33

	Section 7.01.	Non-U.S. Employees	33
	Section 7.02.	Non-U.S. Retirement Plans	33
	Section 7.03.	Non-U.S. Welfare Plans	33
	Section 7.04.	Non-U.S. Fringe Benefits	33



ARTICLE VIII MISCELLANEOUS			34

	Section 8.01.	Employee Records	34
	Section 8.02.	Preservation of Rights to Amend	35
	Section 8.03.	Fiduciary Matters	35
	Section 8.04.	Further Assurances	35
	Section 8.05.	Counterparts; Entire Agreement; Corporate Power	36
	Section 8.06.	Governing Law; Consent to Jurisdiction; Waiver of Jury Trial	36
	Section 8.07.	Assignability	36
	Section 8.08.	Third-Party Beneficiaries	37
	Section 8.09.	Notices	37
	Section 8.10.	Severability	37
	Section 8.11.	Force Majeure	37
	Section 8.12.	No Set-Off	37
	Section 8.13.	Headings	37
	Section 8.14.	Survival of Covenants	37
	Section 8.15.	Waivers of Default	38
	Section 8.16.	Dispute Resolution	38
	Section 8.17.	Specific Performance	38
	Section 8.18.	Amendments	38
	Section 8.19.	Mutual Drafting	38



List of Schedules

Schedule 1.01(a)	nVent Non-U.S. Retirement Plans
Schedule 4.01	Equity Awards

iii

EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT , dated as of April 27, 2018 (this “ Agreement ”), is by and between Pentair plc, an Irish public limited company (“ Pentair ”), and nVent Electric plc, an Irish public limited company (“ nVent ”). nVent and Pentair are referred to together as the “ Parties ” and individually as a “ Party .” Capitalized terms used in this Agreement shall have the meanings set forth in this Agreement, or if they are not defined herein, as ascribed to them in the Separation and Distribution Agreement.

R E C I T A L S

WHEREAS , Pentair and its Subsidiaries currently own and operate both the Pentair Business and the Electrical Business;

WHEREAS , nVent has been incorporated for these purposes and has not engaged in activities except those incidental to its formation and in preparation for the transactions described herein;

WHEREAS , in furtherance of the foregoing, the Pentair Board and the board of directors of nVent (the “ nVent Board ”) have determined that it is appropriate and desirable for Pentair and its applicable Subsidiaries to transfer to nVent Finance the nVent Assets and certain entities designated by nVent Finance that will be Subsidiaries of nVent Finance as of the Distribution Date (any such entities, the “ nVent Designees ”), and for nVent Finance and the nVent Designees to assume the nVent Liabilities, in each case as more fully described in the Separation and Distribution Agreement, the Ancillary Agreements (including this Agreement) and the Plan of Reorganization (the “ Separation ”);

WHEREAS , Pentair intends that, on the Distribution Date and subject to the terms and conditions of this Agreement, it will make a distribution in specie of the Electrical Business to the holders of the Pentair Ordinary Shares on the Record Date (“ Qualifying Pentair Shareholders ”), effected by the transfer of Pentair’s entire legal and beneficial interest in the issued share capital of nVent Finance to nVent in consideration for nVent issuing nVent Ordinary Shares directly to Qualifying Pentair Shareholders on a pro rata basis in return, as more fully described in the Separation and Distribution Agreement and the Ancillary Agreements (including this Agreement) (the “ Distribution ”);

WHEREAS , in order to effectuate the Separation and the Distribution, Pentair and nVent have entered into that certain Separation and Distribution Agreement, dated as of April 27, 2018 (the “ Separation and Distribution Agreement ”); and

WHEREAS , in addition to the matters addressed by the Separation and Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions of certain employment, compensation, and benefit matters.

NOW, THEREFORE , in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and other good and valuable consideration, the

receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01. Definitions . For purposes of this Agreement, the following terms shall have the meanings set forth below.

“ Adjusted Pentair Equity Awards ” shall mean, collectively, Adjusted Pentair Options, Adjusted Pentair Restricted Stock Unit Awards, and Adjusted Pentair Performance Share Unit Awards.

“ Adjusted Pentair Option ” shall mean a Pentair Option, adjusted as of the Effective Time in accordance with Section 4.02(a) .

“ Adjusted Pentair Performance Share Unit Award ” shall mean a Pentair Performance Share Unit Award, adjusted as of the Effective Time in accordance with Section 4.02(c) .

“ Adjusted Pentair Restricted Stock Unit Award ” shall mean a Pentair Restricted Stock Unit Award, adjusted as of the Effective Time in accordance with Section 4.02(b) .

“ Affiliate ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Agreement ” shall have the meaning set forth in the preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 8.18 .

“ Ancillary Agreement ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Assets ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Benefit Plan ” shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any current or former family member, dependent, or beneficiary of any such Employee, including pension plans, superannuation plans, thrift plans, supplemental pension plans, and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments, and arrangements providing for terms of employment, fringe benefits, severance benefits, termination indemnities, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences, and holidays; provided , however , that the term “Benefit Plan” shall not include any government-sponsored benefits, such as workers’ compensation, unemployment, or any similar plans, programs, or policies.

“ COBRA ” shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified in Section 601 et seq . of ERISA and in Section 4980B of the Code.

“ Code ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Dispute ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Distribution ” shall have the meaning set forth in the recitals to this Agreement.

“ Distribution Date ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Distribution Ratio ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Effective Time ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Electrical Business ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Employee ” shall mean any Pentair Group Employee or nVent Group Employee.

“ ERISA ” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ Exchange Act ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ FICA ” shall have the meaning set forth in Section 3.01(e)(A) .

“ Force Majeure ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Former nVent Group Employee ” shall mean each individual who is a former employee of Pentair or any of its current or former Subsidiaries as of the Effective Time whose most recent employment with Pentair was primarily dedicated to the Electrical Business.

“ Former Employees ” shall mean Former Pentair Group Employees and Former nVent Group Employees.

“ Former Pentair Director ” shall mean each individual who was a non-employee member of the Pentair Board but no longer serves as such as of the Effective Time, other than a Transferred Director.

“ Former Pentair Group Employee ” shall mean any individual who is a former employee of Pentair or any of its current or former Subsidiaries as of the Effective Time and who is not a Former nVent Group Employee.

“ Former Non-U.S. Employee ” shall mean any Former Employee other than a Former U.S. Employee.

“ Former U.S. Employee ” shall mean any Former Employee who was assigned primarily to operations in the United States during his or her employment with Pentair or any of its current or former Subsidiaries.

“ FUTA ” shall have the meaning set forth in Section 3.01(e)(A) .

“ Governmental Authority ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Incurred Claims ” shall mean a Liability related to services or benefits provided under a Benefit Plan, and shall be deemed to be incurred: (a) with respect to medical, dental, vision, and prescription drug benefits, upon the rendering of services giving rise to such Liability; (b) with respect to death benefits, life insurance, accidental death and dismemberment insurance, and business travel accident insurance, upon the occurrence of the event giving rise to such Liability; (c) with respect to disability benefits, upon the date of disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such Liability; (d) with respect to a period of continuous hospitalization, upon the date of admission to the hospital; and (e) with respect to tuition reimbursement or adoption assistance, upon completion of the requirements for such reimbursement or assistance, whichever is applicable.

“ Indemnitee ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Individual Agreement ” shall mean any individual (a) employment contract, (b) retention, severance, or change of control agreement, (c) expatriate (including any international assignee) contract or agreement (including agreements and obligations regarding repatriation, relocation, equalization of taxes, and living standards in the host country), (d) intellectual property assignment agreements, or (e) other agreement containing restrictive covenants (including confidentiality, noncompetition, and nonsolicitation provisions) between a member of the Pentair Group or the nVent Group, on the one hand, and an nVent Group Employee or Former nVent Group Employee, on the other hand, as in effect immediately prior to the Effective Time.

“ IRS ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Law ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Liabilities ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ nVent ” shall have the meaning set forth in the preamble to this Agreement.

“ nVent Assets ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ nVent Benefit Plan ” shall mean any Benefit Plan established, sponsored, maintained, or contributed to by a member of the nVent Group as of or after the Effective Time.

“ nVent Board ” shall have the meaning set forth in the recitals to this Agreement.

“ nVent Designees ” shall have the meaning set forth in the recitals to this Agreement.

“ nVent Director Deferred Compensation Plan ” shall mean the nVent Electric plc Compensation Plan for Non-Employee Directors.

“ nVent Equity Awards ” shall mean, collectively, nVent Options, nVent Restricted Stock Unit Awards and nVent Performance Share Unit Awards.

“ nVent Equity Plan ” shall mean the nVent Electric plc 2018 Omnibus Stock Incentive Plan.

“ nVent ESPP ” shall mean the nVent Electric plc Employee Stock Purchase and Bonus Plan, which shall include the nVent Electric plc International Stock Purchase and Bonus Plan.

“ nVent Finance ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ nVent Group ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ nVent Group Employee ” shall mean each individual who is employed by Pentair or any of its Subsidiaries and primarily dedicated to the Electrical Business as of immediately prior to the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury, or leave of absence).

“ nVent HSA ” shall have the meaning set forth in Section 6.01(d) .

“ nVent Incentive Plans ” shall mean any cash incentive compensation plan or program sponsored or maintained by any member of the nVent Group immediately following the Effective Time.

“ nVent Liabilities ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ nVent Non-Qualified Deferred Compensation Plan ” shall mean the nVent Management Company Non-Qualified Deferred Compensation Plan.

“ nVent Nonqualified Plans ” shall mean the nVent Supplemental Executive Retirement Plan, the nVent Non-Qualified Deferred Compensation Plan, the Flow Control Supplemental Savings and Retirement Plan, and the nVent Director Deferred Compensation Plan.

“ nVent Non-Qualified Plan Trust ” shall mean the trust for the nVent Non-Qualified Deferred Compensation Plan to be established by nVent Management Company.

“ nVent Non-U.S. Retirement Plans ” shall mean, collectively, the plans listed on Schedule 1.01(a) hereto.

“ nVent Non-U.S. Welfare Plans ” shall mean the Welfare Plans established, sponsored, maintained, or contributed to by any member of the nVent Group for the benefit of nVent Group Employees and Former nVent Group Employees who are Non-U.S. Employees and Former Non-U.S. Employees.

“ nVent Option ” shall mean an option to purchase nVent Ordinary Shares granted by nVent pursuant to the nVent Equity Plan in accordance with Section 4.02(a) .

“ nVent Ordinary Shares ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ nVent Performance Share Unit Award ” shall mean a performance share unit award in respect of nVent Ordinary Shares granted pursuant to the nVent Equity Plan in accordance with Section 4.02(c) .

“ nVent Ratio ” shall mean the quotient obtained by dividing the Pentair Pre-Distribution Stock Value by the nVent Stock Value.

“ nVent Restricted Stock Unit Award ” shall mean a restricted stock unit award in respect of nVent Ordinary Shares granted pursuant to the nVent Equity Plan in accordance with Section 4.02(b) .

“ nVent Share Fund ” shall have the meaning set forth in Section 5.02(a) .

“ nVent Share Unit ” shall mean a unit used for purposes of measuring the liability owed under a non-qualified deferred compensation plan having a value equal to the fair market value of one Electrical Ordinary Share.

“ nVent Stock Value ” shall mean the closing share price of an nVent Ordinary Share trading on the NYSE on the trading day immediately following the Distribution Date.

“ nVent Supplemental Executive Retirement Plan ” shall mean the nVent Management Company Supplemental Executive Retirement Plan.

“ nVent U.S. Retiree Welfare Plan ” shall mean the nVent Management Company Retiree Flex Plan.

“ nVent U.S. Savings Plan ” shall mean the nVent Management Company Retirement and Incentive Savings Plan.

“ nVent U.S. Savings Plan Trust ” shall mean the trust for the nVent U.S. Savings Plan to be established by nVent Management Company.

“ nVent U.S. Welfare Plans ” shall mean the Welfare Plans established, sponsored, maintained, or contributed to by any member of the nVent Group for the benefit of nVent Group Employees and Former nVent Group Employees who are U.S. Employees and Former U.S. Employees, respectively.

“ Non-U.S. Employee ” shall mean any Employee other than a U.S. Employee.

“ NYSE ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Parties ” or “ Party ” shall have the meaning set forth in the preamble to this Agreement.

“ Pentair ” shall have the meaning set forth in the preamble to this Agreement.

“ Pentair Benefit Plan ” shall mean any Benefit Plan established, sponsored, maintained or contributed to by Pentair or any of its Subsidiaries immediately prior to the Effective Time, excluding any nVent Benefit Plan.

“ Pentair Board ” shall have the meaning set forth in the recitals to this Agreement.

“ Pentair Business ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Pentair Compensation Committee ” shall mean the Compensation Committee of the Pentair Board.

“ Pentair Director ” shall mean each non-employee member of the Pentair Board as of immediately prior to the Effective Time, other than any Transferred Director.

“ Pentair Director Deferred Compensation Plan ” shall mean the Pentair plc Compensation Plan for Non-Employee Directors.

“ Pentair ESPP ” shall mean the Pentair plc Employee Stock Purchase and Bonus Plan, which includes the Pentair plc International Stock Purchase and Bonus Plan.

“ Pentair Equity Awards ” shall mean, collectively, Pentair Options, Pentair Restricted Stock Unit Awards and Pentair Performance Share Unit Awards.

“ Pentair Equity Plan ” shall mean any equity compensation plan sponsored or maintained by Pentair immediately prior to the Effective Time, including the Pentair plc 2012 Stock and Incentive Plan, the Pentair plc 2008 Omnibus Stock Incentive Plan, the Pentair plc Omnibus Stock Incentive Plan, the Pentair plc Outside Directors Nonqualified Stock Option Plan, and the Pentair ESPP.

“ Pentair Group ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Pentair Group Employee ” shall mean any individual who is employed by Pentair or any of its Subsidiaries as of the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury, or leave of absence) who is not an nVent Group Employee.

“ Pentair HSA ” shall have the meaning set forth in Section 6.01(d) .

“ Pentair Incentive Plans ” shall mean any cash incentive compensation plan or program sponsored or maintained by Pentair or any of its Subsidiaries immediately prior to the Effective Time, other than any nVent Incentive Plans.

“ Pentair Non-Qualified Deferred Compensation Plan ” shall mean the Pentair, Inc. Non-Qualified Deferred Compensation Plan.

“ Pentair Nonqualified Plans ” shall mean the Pentair Non-Qualified Deferred Compensation Plan, the Pentair SERP, the Pentair Retirement Restoration Plan, the Pentair Director Deferred Compensation Plan, the Sta-Rite Industries Pre-2005 Officers’ Supplemental Retirement Income Program, and the Sta-Rite Industries Post-2004 Officers’ Supplemental Retirement Income Program.

“ Pentair Non-Qualified Plan Trust ” shall mean the trust established pursuant to the Trust Agreement for the Pentair, Inc. Nonqualified Deferred Compensation Plan.

“ Pentair Non-U.S. Retirement Plans ” shall mean any retirement plans established, sponsored, maintained, or contributed to by Pentair or any of its Subsidiaries for the benefit of Non-U.S. Employees or Former Non-U.S. Employees, excluding any nVent Non-U.S. Retirement Plans.

“ Pentair Non-U.S. Welfare Plan ” shall mean any Welfare Plan established, sponsored, maintained, or contributed to by Pentair or any of its Subsidiaries for the benefit of Non-U.S. Employees or Former Non-U.S. Employees, excluding any nVent Non-U.S. Welfare Plan.

“ Pentair Option ” shall mean an option to purchase Pentair Ordinary Shares granted pursuant to a Pentair Equity Plan that is outstanding as of immediately prior to the Effective Time.

“ Pentair Ordinary Shares ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Pentair Performance Share Unit Award ” shall mean a performance share unit award in respect of Pentair Ordinary Shares granted pursuant to a Pentair Equity Plan that is outstanding as of immediately prior to the Effective Time.

“ Pentair Post-Distribution Stock Value ” shall mean the closing per share price of a Pentair Ordinary Share trading on the NYSE on the trading day immediately following the Distribution Date.

“ Pentair Pre-Distribution Stock Value ” shall mean the closing per share price of a Pentair Ordinary Share trading “regular way with due bills” on the NYSE on the Distribution Date.

“ Pentair Ratio ” shall mean the quotient obtained by dividing the Pentair Pre-Distribution Stock Value by the Pentair Post-Distribution Stock Value.

“ Pentair Restricted Stock Unit Award ” shall mean a restricted stock unit award in respect of Pentair Ordinary Shares granted pursuant to a Pentair Equity Plan that is outstanding as of immediately prior to the Effective Time.

“ Pentair Retiree Welfare Plan ” shall mean the Pentair, Inc. Retiree Flex Plan.

“ Pentair Retirement Restoration Plan ” shall mean, collectively, the Pentair, Inc. Restoration Plan (as Amended and Restated effective August 23, 2000) and the Pentair, Inc. Restoration Plan (effective January 1, 2009).

“ Pentair SERP ” shall mean, collectively, the Pentair, Inc. Supplemental Executive Retirement Plan (as adopted on June 16, 1988), the Pentair, Inc. 1999 Supplemental Executive Retirement Plan, and the Pentair, Inc. Supplemental Executive Retirement Plan.

“ Pentair Share Fund ” shall have the meaning set forth in Section 5.02(a) .

“ Pentair Share Unit ” shall mean a unit used for purposes of measuring the liability owed under a non-qualified deferred compensation plan having a value equal to the fair market value of one Pentair Ordinary Share.

“ Pentair U.S. Pension Plans ” shall mean, collectively, the Pentair, Inc. Pension Plan and the Pentair Pump Group, Inc. Bargaining Unit Employees Pension Plan.

“ Pentair U.S. Savings Plan ” shall mean the Pentair, Inc. Retirement Savings and Stock Incentive Plan.

“ Pentair U.S. Savings Plan Trust ” shall mean the trust for the Pentair U.S. Savings Plan.

“ Pentair U.S. Welfare Plan ” shall mean any Welfare Plan established, sponsored, maintained, or contributed to by Pentair or any of its Subsidiaries for the benefit of U.S. Employees or Former U.S. Employees, excluding any nVent U.S. Welfare Plan.

“ Pentair Welfare Plans ” shall mean the Pentair U.S. Welfare Plans and the Pentair Non-U.S. Welfare Plans.

“ Person ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Privileged Information ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Qualifying Pentair Shareholders ” shall have the meaning set forth in the recitals to this Agreement.

“ Record Date ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Restricted Period ” shall have the meaning set forth in Section 3.02(a) .

“ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“ Separation ” shall have the meaning set forth in the recitals to this Agreement.

“ Separation and Distribution Agreement ” shall have the meaning set forth in the recitals to this Agreement.

“ Subsidiary ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Transferred Director ” shall mean any nVent non-employee director as of the Effective Time who served on the Pentair Board immediately prior to the Effective Time.

“ Transition Period ” shall mean the period beginning on the Effective Time and ending on December 31, 2018.

“ Transition Services Agreement ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ U.S. ” shall mean the United States of America.

“ U.S. Employees ” shall mean Employees who are assigned primarily to operations in the United States.

“ Value Factor ” shall mean the quotient of (a) the Pentair Pre-Distribution Stock Value divided by (b) the sum of (i) the Pentair Post-Distribution Stock Value plus (ii) the product of (A) the nVent Stock Value multiplied by (B) the Distribution Ratio.

“ Welfare Plan ” shall mean any “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, mental health, substance abuse, and retiree health), disability benefits, or life, accidental death and dismemberment, and business travel insurance, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, paid time-off programs, contribution funding toward a health savings account, flexible spending accounts, or cashable credits.

Section 1.02. Interpretation . Section 11.17 of the Separation and Distribution Agreement is hereby incorporated by reference.

ARTICLE II
GENERAL PRINCIPLES AND TRANSITION SERVICES

Section 2.01. General Principles for Allocation of Liabilities.

(a) Acceptance and Assumption of nVent Liabilities . Except as otherwise specifically provided herein, as of the Effective Time, nVent and the applicable nVent Designees accept, assume, and agree to faithfully perform, discharge, and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered an nVent Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Pentair’s or nVent’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates against any member of the Pentair Group or the nVent Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, or misrepresentation by any member of the Pentair Group or the nVent Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates:

(A) any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses, and any other employee compensation or benefits payable to or on behalf of any nVent Group Employees and Former nVent Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses, or other employee compensation or benefits are or may have been awarded or earned;

(B) any and all Liabilities whatsoever with respect to claims made by or with respect to any nVent Group Employees or Former nVent Group Employees in connection with any Benefit Plan that is not retained or assumed by any member of the Pentair Group pursuant to this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement;

(D) any and all Liabilities expressly assumed or retained by any member of the nVent Group pursuant to this Agreement.

(b) Acceptance and Assumption of Pentair Liabilities . Except as otherwise specifically provided herein, as of the Effective Time, Pentair and certain members of the Pentair Group designated by Pentair accept, assume, and agree to faithfully perform, discharge, and fulfill all of the following Liabilities held by nVent or any nVent Designee and Pentair, and the applicable members of the Pentair Group shall be responsible for such Liabilities in accordance with their respective terms (each of which shall be considered a Pentair Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Pentair’ or nVent’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates against any member of the Pentair Group or the nVent Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, or misrepresentation by any member of the Pentair Group or the nVent Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates:

(A) any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses, and any other employee compensation or benefits payable to or on behalf of any Pentair Group Employees and Former Pentair Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses, or other employee compensation or benefits are or may have been awarded or earned;

(B) any and all Liabilities whatsoever with respect to claims made by or with respect to any Pentair Group Employees or Former Pentair Group Employees in connection with any Benefit Plan not retained or assumed by any member of the nVent Group pursuant to this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement;

(D) any and all Liabilities expressly assumed or retained by any member of the Pentair Group pursuant to this Agreement.

(c) Unaddressed Liabilities . To the extent that this Agreement does not address particular Liabilities with respect to any Employee or under any Benefit Plan and the

Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement.

Section 2.02. Benefit Plans .

(a) Establishment of Plans . nVent shall, or shall cause an applicable member of the nVent Group to, adopt Benefit Plans (and related trusts, if applicable), to be effective no later than the Effective Time (or if provided in this Agreement, to be effective at the end of the Transition Period) with terms that are in the aggregate comparable (or such other standard as is specified in this Agreement with respect to any particular Benefit Plan) to those of the corresponding Pentair Benefit Plans as in effect immediately prior to the date such plans are adopted; provided , however , that nVent may limit participation in any such nVent Benefit Plan to nVent Group Employees and Former nVent Group Employees who were entitled to participate in the corresponding Pentair Benefit Plan immediately prior to the date of adoption of such plan to the extent consistent with this Agreement.

(b) Service Credit . The nVent Benefit Plans shall, and nVent shall cause each member of the nVent Group to, recognize each nVent Group Employee’s and each Former nVent Group Employee’s full service with Pentair or any of its Subsidiaries or predecessor entities at or before the Effective Time, to the same extent that such service was credited by Pentair for similar purposes prior to the Effective Time as if such full service had been performed for a member of the nVent Group, for purposes of eligibility, vesting, and determination of level of benefits under any such nVent Benefit Plan.

(c) No Duplication or Acceleration of Benefits . Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement, no participant in any nVent Benefit Plan shall receive service credit or benefits to the extent that receipt of such service credit or benefits would result in duplication of benefits provided to such participant by the corresponding Pentair Benefit Plan or any other plan, program, or arrangement sponsored or maintained by a member of the Pentair Group. Furthermore, unless expressly provided for in this Agreement, in the Separation and Distribution Agreement, or in any other Ancillary Agreement, or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting or entitlements under any compensation or Benefit Plan, program, or arrangement sponsored or maintained by a member of the Pentair Group or member of the nVent Group on the part of any Employee or Former Employee.

(d) Beneficiaries . References to Pentair Group Employees, Former Pentair Group Employees, nVent Group Employees, Former nVent Group Employees, and non-employee directors of either Pentair or nVent (including Transferred Directors), shall, where the context clearly contemplates, be deemed to refer to their current or former beneficiaries, dependents, survivors, and alternate payees, as applicable.

(e) Transition Period . With respect to any Pentair Benefit Plan in which the nVent Group will continue to participate during the Transition Period, references to nVent Group Employees shall be deemed to refer to any employee who is hired by the nVent Group during the Transition Period, and references to Former nVent Group Employees shall be deemed to refer to an nVent Group Employee whose employment terminates during the Transition Period, and such terms also shall, where the context clearly contemplates, be

deemed to refer to such individuals’ current or former beneficiaries, dependents, survivors, and alternate payees, as applicable.

Section 2.03. Individual Agreements .

(a) Assignment by Pentair . To the extent necessary, Pentair shall assign, or cause an applicable member of the Pentair Group to assign, to nVent or another member of the nVent Group, as designated by nVent, all Individual Agreements, with such assignment to be effective as of or prior to the Effective Time; provided , however , that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, then effective as of or prior to the Effective Time, each member of the nVent Group shall be considered to be a successor to each member of the Pentair Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the nVent Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the business operations of the nVent Group; and provided , further , that, on and after the Effective Time, Pentair shall not be permitted to enforce any Individual Agreement (including any agreement containing noncompetition or nonsolicitation covenants) against an nVent Group Employee or Former nVent Group Employee for action taken in such individual’s capacity as an nVent Group Employee or Former nVent Group Employee.

(b) Assumption by nVent . Effective as of or prior to the Effective Time, nVent shall assume and honor, or shall cause a member of the nVent Group to assume and honor, all Individual Agreements.

Section 2.04. Collective Bargaining . Effective no later than immediately prior to the Effective Time, to the extent necessary, nVent shall cause the appropriate member of the nVent Group to (a) assume all collective bargaining, works council, or similar agreements (including any national, sector, or local collective bargaining agreement) that cover nVent Group Employees or Former nVent Group Employees and the Liabilities arising under any such agreements, and (b) join any industrial, employer, or similar association or federation if membership is required for the relevant collective bargaining agreement to continue to apply.

Section 2.05. Non-U.S. Regulatory Compliance . Pentair shall have the authority to adjust the treatment described in this Agreement with respect to nVent Group Employees or Former nVent Group Employees who are located outside of the United States in order to ensure compliance with the applicable laws or regulations of countries outside of the United States or to preserve the tax benefits provided under local tax law or regulation before the Distribution.

ARTICLE III
ASSIGNMENT OF EMPLOYEES

Section 3.01. Employees and Taxes.

(a) Assignment and Transfer of Employees . Effective no later than immediately prior to the Effective Time and except as otherwise agreed by the Parties or as required by applicable Law, (i) the applicable member of the Pentair Group or the nVent Group shall have taken such actions as are necessary to ensure that each nVent Group Employee is employed by a member of the nVent Group as of the Effective Time, and (ii) the

applicable member of the Pentair Group or the nVent Group shall have taken such actions as are necessary to ensure that each individual who is a Pentair Group Employee is employed by a member of the Pentair Group as of the Effective Time. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

(b) At-Will Status . Nothing in this Agreement shall create any obligation on the part of any member of the Pentair Group or any member of the nVent Group to (i) continue the employment of any Employee or permit the return of any Employee from a leave of absence for any period after the date of this Agreement (except as required by applicable Law) or (ii) change the employment status of any Employee from “at-will,” to the extent that such Employee is an “at-will” employee under applicable Law.

(c) Severance . The Parties acknowledge and agree that the Distribution and the assignment, transfer, or continuation of the employment of Employees as contemplated by this Section 3.01 shall not be deemed an involuntary termination of employment entitling any nVent Group Employee or Pentair Group Employee to severance payments or benefits, except as required by applicable Law or as otherwise agreed between the Parties. Notwithstanding Section 6.05 or anything to the contrary contained in any business transfer agreement entered into between a member of the Pentair Group and a member of the nVent Group, nVent (or a member of the nVent Group designated by nVent) shall retain (or assume or reimburse to the extent necessary), and agrees to faithfully perform, discharge, and fulfill any Liabilities in respect of any severance payments or benefits that become payable pursuant to applicable Law to any nVent Group Employee as a result of the transfer of such nVent Group Employee to a member of the nVent Group as contemplated by Section 3.01(a) .

(d) No Change of Control or Change in Control . The Parties acknowledge and agree that neither the consummation of the Distribution nor any transaction contemplated by this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement shall be deemed a “change of control,” “change in control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Pentair Group or member of the nVent Group, except as required by applicable Law.

(e) U.S. Payroll and Related Taxes . With respect to any nVent Group Employee or group of nVent Group Employees located in the United States, the Parties shall, or shall cause their respective Subsidiaries to:

(A) treat nVent (or the applicable member of the nVent Group) as a “successor employer” and Pentair (or the applicable member of the Pentair Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“ FICA ”), or the United States Federal Unemployment Tax Act, as amended (“ FUTA ”);

(B) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Effective Time with respect to each such nVent Group Employee for the tax year during which the Effective Time occurs; and

(C) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided , however , that, to

the extent that nVent (or the applicable member of the nVent Group) cannot be treated as a “successor employer” to Pentair (or the applicable member of the Pentair Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any nVent Group Employee or group of nVent Group Employees, then (A) with respect to the portion of the tax year commencing on January 1, 2018 and ending on the Distribution Date, Pentair shall (x) be responsible for all payroll obligations, tax withholding, and reporting obligations for such nVent Group Employees and (y) furnish a Form W-2 or similar earnings statement to all such nVent Group Employees for such period, and (B) with respect to the remaining portion of such tax year, nVent shall (x) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding such nVent Group Employees and (y) furnish a Form W-2 or similar earnings statement to all such nVent Group Employees, subject to the provisions of the Transition Services Agreement.

Section 3.02. No-Hire and Nonsolicitation .

(a) No-Hire . Each Party agrees that, for a period of twenty-four (24) months following the Distribution Date (the “ Restricted Period ”), such Party shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of the Chief Human Resources Officer of the other Party, directly or indirectly hire as an employee or an independent contractor (i) any individual who is a Pentair Group Employee, in the case of nVent, or an nVent Group Employee, in the case of Pentair, or (ii) any individual who is a Former Pentair Group Employee, in the case of nVent, or a Former nVent Group Employee, in the case of Pentair, and who, in the case of this clause (ii), voluntarily terminated employment within the 3-month period preceding the Effective Time.

(b) Nonsolicitation . Each Party agrees that, during the Restricted Period, such Party shall not, and shall cause its Subsidiaries and Affiliates not to, without prior written consent of the Chief Human Resources Officer of the other Party, either directly or indirectly, and whether on its own behalf or in service or on behalf of others, solicit, aid, induce, or encourage any individual who is a Pentair Group Employee at Grade 44 (or any equivalent level established following the Separation) or above, in the case of nVent, or an nVent Group Employee at Grade 44 (or any equivalent level established following the Separation) or above, in the case of Pentair, to leave his or her employment in order to work for such Party.

(c) Limited Exceptions . Notwithstanding Section 3.02(a) and Section 3.02(b) , this Section 3.02 shall not prohibit (i) generalized solicitations that are not directed to specific Persons or Employees of the other Party, (ii) the solicitation and hiring of a Person whose employment was involuntarily terminated by the other Party, or (iii) the solicitation and hiring of a Person after receipt by the soliciting Party (in advance of any solicitation or, in the case of a response to a general solicitation as permitted under clause (i) above, in advance of any subsequent solicitation in connection with the recruiting process) of the express written consent of the Party that employs (or employed) the Person who is to be solicited and/or hired. Except as provided in clause (ii) above with respect to involuntary terminations, without regard to the use of the term “Employee” or “employs,” the restrictions under this Section 3.02 shall be applicable to (A) any Pentair Group Employee or nVent Group Employee whose employment terminates after the Effective Time until the date that is six months after such Employee’s last date of employment with Pentair or nVent, as applicable, and (B) any Former Pentair Group Employee or Former nVent Group Employee whose employment terminates prior to the Effective Time until the date that is six months after the Effective Time.

ARTICLE IV
EQUITY, CASH, AND EXECUTIVE COMPENSATION

Section 4.01. Equity Awards .

(a) General . Each Pentair Equity Award granted that is outstanding as of immediately prior to the Effective Time shall be adjusted as described below; provided , however , that, effective immediately prior to the Effective Time, the Pentair Compensation Committee may provide for different adjustments with respect to some or all Pentair Equity Awards to the extent that the Pentair Compensation Committee deems such adjustments necessary and appropriate. Any adjustments made by the Pentair Compensation Committee pursuant to the foregoing sentence shall be deemed incorporated by reference herein as if fully set forth below and shall be binding on the Parties and their respective Affiliates.

(b) nVent Equity Plan . Before the Effective Time, the nVent Equity Plan shall be established, with such terms as are necessary to permit the implementation of the provisions of this Section 4.01 .

(c) Stock Options . Each Pentair Option that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either or both an Adjusted Pentair Option and an nVent Option as described below:

(A) Stock Options Granted on or After May 9, 2017 and Certain Non-U.S. Jurisdiction Stock Options . Except as set forth on Schedule 4.01 , each Pentair Option granted on or after May 9, 2017 or granted at any time to an award holder who resides in Australia or China shall be adjusted as follows:

(1) If the Pentair Option is held by a Pentair Group Employee, a Former Pentair Group Employee, a Pentair Director or a Former Pentair Director then such option shall be converted as of the Effective Time into an Adjusted Pentair Option, and shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(c)(A)(1) and Section 4.01(f) ); provided , however , that from and after the Effective Time:


a)	the number of Pentair Ordinary Shares subject to such Adjusted Pentair Option, rounded down to the nearest whole share, shall be equal to the product of (1) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (2) the Pentair Ratio; and


b)	the per share exercise price of such Adjusted Pentair Option, rounded up to the nearest whole cent, shall be equal to the quotient of (1) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time di vided by (2) the Pentair Ratio.

(2) If the Pentair Option is held by an nVent Group Employee, a Former nVent Group Employee, or a Transferred Director then such option shall be converted as of the Effective Time into an nVent Option, and shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(c)(A)(2) and Section 4.01(f) ); provided , however , that from and after the Effective Time:


a)	the number of nVent Ordinary Shares subject to such nVent Option, rounded down to the nearest whole share, shall be equal to the product of (1) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (2) the nVent Ratio; and


b)	the per share exercise price of such nVent Option, rounded up to the nearest whole cent, shall be equal to the quotient of (1) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time d i vided by (2) the nVent Ratio.

(B) Stock Options Granted Prior to May 9, 2017 Other Than Certain Non-U.S. Jurisdiction Stock Options . Each such Pentair Option granted prior to May 9, 2017 other than a Pentair Option granted at any time to an award holder who resides in Australia or China, regardless of by whom held, shall be converted as of the Effective Time into both an Adjusted Pentair Option and an nVent Option, and each such Adjusted Pentair Option and nVent Option shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Pentair Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(c)(B) and Section 4.01(f) ); provided , however , that from and after the Effective Time:

(1) the number of Pentair Ordinary Shares subject to such Adjusted Pentair Option, rounded down to the nearest whole share, shall be equal to the product of (a) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (b) the Value Factor;

(2) the number of nVent Ordinary Shares subject to such nVent Option, rounded down to the nearest whole share, shall be equal to the product of (a) the number of Pentair Ordinary Shares subject to the corresponding Pentair Option immediately prior to the Effective Time multiplied by (b) the Distribution Ratio multiplied by (c) the Value Factor;

(3) the per share exercise price of such Adjusted Pentair Option, rounded up to the nearest cent, shall be equal to the quotient of (a) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (b) the Pentair Ratio; and

(4) the per share exercise price of such nVent Option, rounded up to the nearest cent, shall be equal to the quotient of (a) the per share exercise price of the corresponding Pentair Option immediately prior to the Effective Time divided by (b) the nVent Ratio.

Notwithstanding anything to the contrary in this Section 4.01(c) , the exercise price, the number of Pentair Ordinary Shares and nVent Ordinary Shares subject to each Adjusted Pentair Option and nVent Option, respectively, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code. In addition, in the case of any Pentair Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the exercise price, the number of Pentair Ordinary Shares and nVent Ordinary Shares subject to such option, and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.

(d) Restricted Stock Unit Awards . Each Pentair Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either or both an Adjusted Pentair Restricted Stock Unit Award and an nVent Restricted Stock Unit Award as described below:

(A) Restricted Stock Unit Awards Granted on or after May 9, 2017 and Certain Non-U.S. Jurisdiction Restricted Stock Unit Awards . Except as set forth on Schedule 4.01 , each Pentair Restricted Stock Unit Award granted on or after May 9, 2017 or granted at any time to an award holder who resides in Australia or China shall be adjusted as follows:

(1) If the Pentair Restricted Stock Unit Award is held by a Pentair Group Employee or a Former Pentair Group Employee, such award shall be converted as of the Effective Time into an Adjusted Pentair Restricted Stock Unit Award, and shall be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Pentair Restricted Stock Unit Award immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(d)(A)(1) and Section 4.01(f) ); provided , however , that from and after the Effective Time the number of shares subject to such Adjusted Pentair Restricted Stock Unit Award shall be equal to the product of (a) the number of Pentair Ordinary Shares subject to the corresponding Pentair Restricted Stock Unit Award immediately prior to the Effective Time multiplied by (b) the Pentair Ratio, rounded to the nearest whole share.

(2) If the Pentair Restricted Stock Unit Award is held by an nVent Group Employee or a Former nVent Group Employee, such award shall be converted as of the Effective Time into an nVent Restricted Stock Unit Award, and shall be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Pentair Restricted Stock Unit Award immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(d)(A)(2) and Section 4.01(f) ); provided , however , that from and after the Effective Time (a) payment, if any, shall be made in nVent Ordinary Shares with respect to an nVent Restricted Stock Unit Award that is stock-settled and (b) the

number of shares subject to such nVent Restricted Stock Unit Award shall be equal to the product of (i) the number of Pentair Ordinary Shares subject to the corresponding Pentair Restricted Stock Unit Award immediately prior to the Effective Time multiplied by (ii) the nVent Ratio, rounded to the nearest whole share.

(B) Restricted Stock Unit Awards Granted Prior to May 9, 2017 Other Than Certain Non-U.S. Jurisdiction Restricted Stock Unit Awards . Each such Pentair Restricted Stock Unit Award granted prior to May 9, 2017 other than a Pentair Restricted Stock Unit Award granted at any time to an award holder who resides in Australia or China, regardless of by whom held, shall be converted as of the Effective Time into both an Adjusted Pentair Restricted Stock Unit Award and an nVent Restricted Stock Unit Award, and each such Adjusted Pentair Restricted Stock Unit Award and nVent Restricted Stock Unit Award shall be subject to the same terms and conditions after the Effective Time as were applicable to such Pentair Restricted Stock Unit Award prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(d)(B) and Section 4.01(f) ); provided , however , that:

(1) payment, if any, shall be made in Pentair Ordinary Shares (with respect to Adjusted Pentair Restricted Stock Unit Awards) and nVent Ordinary Shares (with respect to nVent Restricted Stock Unit Awards) with respect to any such Pentair Restricted Stock Unit Award that is stock-settled;

(2) the number of shares subject to such Adjusted Pentair Restricted Stock Unit Award shall equal the number of Pentair Ordinary Shares subject to the corresponding Pentair restricted Stock Unit Award immediately prior to the Effective Time; and

(3) the number of shares subject to such nVent Restricted Stock Unit Award shall be equal to the product of (a) the number of Pentair Ordinary Shares subject to the Pentair Restricted Stock Unit Award immediately prior to the Effective Time multiplied by (b) the Distribution Ratio, rounded down to the nearest whole share.

(e) Performance Share Unit Awards . Except as set forth on Schedule 4.01 , with respect to each Pentair Performance Share Unit Award, regardless of by whom held, the Pentair Compensation Committee shall determine, no later than the Effective Time, the extent to which the performance goal(s) established for such awards will be considered satisfied as of the Effective Time based on the trend of the achievement of the performance goal(s). Based on that determination, the Pentair Compensation Committee shall determine the number of Pentair Performance Share Units that have been earned based on the level of achievement of such goal(s), and any such Performance Share Units that have not been so earned shall be forfeited as of the Effective Time. Each Pentair Performance Share Unit so earned shall be converted as of the Effective Time into an Adjusted Pentair Restricted Stock Unit Award and/or an nVent Restricted Stock Unit Award, in the same manner as is provided in Section 4.01(d)(B) , depending on the original date of grant of such award or the country of residence of the award holder, as applicable, and each such Adjusted Pentair Restricted Stock Unit Award and nVent Restricted Stock Unit Award shall be subject to the same terms and conditions (including any time-vesting requirements that must be satisfied as of the end of the performance period) after the Effective Time as were applicable to such Pentair Performance

Share Unit Award prior to the Effective Time (except as otherwise provided herein, including in this Section 4.01(e) and Section 4.01(f) ); provided , however , that such awards shall no longer be subject to the achievement of performance goal(s) after the Effective Time.

(f) Miscellaneous Award Terms . With respect to Adjusted Pentair Equity Awards held by nVent Group Employees, employment with the nVent Group shall be treated as employment with Pentair. With respect to Adjusted Pentair Equity Awards held by Transferred Directors, service on the nVent Board shall be treated as service on the Pentair Board. With respect to nVent Equity Awards held by Pentair Group Employees, employment with the Pentair Group shall be treated as employment with nVent. With respect to nVent Equity Awards held by members of the Pentair Board, service on the Pentair Board shall be treated as service on the nVent Board. In addition, none of the Separation, the Distribution, or any employment transfer described in Section 3.01 shall constitute a termination of employment or service for any Employee or any member of the Pentair Board or the nVent Board for purposes of any Adjusted Pentair Equity Award or any nVent Equity Award. After the Effective Time, for any award adjusted under this Section 4.01 , for purposes of applying any provisions of an employment agreement, award agreement or the terms of an equity plan that describes the treatment of such award in connection with a “change of control”, “change in control” or similar term:

(A) with respect to nVent Equity Awards held by Pentair Group Employees, Former Pentair Group Employees and members of the Pentair Board, reference to a “change in control,” “change of control,” or similar definition shall be deemed to include a “change in control,” “change of control,” or similar definition as set forth in the applicable Pentair Equity Plan, and

(B) with respect to Adjusted Pentair Equity Awards held by nVent Group Employees and Transferred Directors, reference to a “change in control,” “change of control,” or similar definition shall be deemed to include a change in control as set forth in the nVent Equity Plan.

(g) Settlement; Tax Reporting; and Withholding .

(A) Except as otherwise provided in this Section 4.01(g) , after the Effective Time, Pentair shall settle stock-settled Adjusted Pentair Equity Awards, regardless of by whom held and nVent shall settle stock-settled nVent Equity Awards, regardless of by whom held. If any individual holding an Adjusted Pentair Equity Award or an Electric Equity Award made a deferral election with respect to any such award under the Pentair Non-Qualified Deferred Compensation Plan (which election, if made by an Electric Group Employee, shall carryover to the Electric Non-Qualified Deferred Compensation Plan), then to the extent such deferral election is effective, Pentair may direct that Electric issue Electric Ordinary Shares in respect of such an Electric Equity Award to the Pentair Non-Qualified Plan Trust and Electric may direct that Pentair issue Pentair Ordinary Shares in respect of such Pentair Equity Award to the Electric Non-Qualified Plan Trust.

(B) Upon the vesting or settlement of any stock-settled nVent Equity Awards (regardless of by whom held), nVent shall be solely responsible for (1) ensuring the satisfaction of all applicable tax withholding requirements on behalf of each nVent Group Employee and Transferred Director and (2) ensuring the collection and remittance in cash of all withholding taxes to the Pentair Group with respect to each Pentair Group Employee, Former Pentair Group Employee and Pentair Director (with the Pentair

Group being responsible for remittance of the applicable taxes and payment and remittance of the applicable employer taxes relating to such individuals to the applicable Governmental Authority), subject to the terms of the Transition Services Agreement.

(C) Upon the vesting or settlement of any stock-settled Adjusted Pentair Equity Awards (regardless of by whom held), Pentair shall be solely responsible for (1) ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Pentair Group Employee, Former Pentair Group Employee and Pentair Director and (2) ensuring the collection and remittance in cash of all withholding taxes to the nVent Group with respect to each nVent Group Employee and Transferred Director (with nVent Group being responsible for remittance of the applicable taxes and payment and remittance of the applicable employer taxes relating to such individuals to the applicable Governmental Authority).

(D) Following the Effective Time, Pentair shall be responsible for all income tax reporting in respect of Adjusted Pentair Equity Awards and nVent Equity Awards held by Pentair Group Employees, Former Pentair Group Employees and Pentair Directors, and nVent shall be responsible for all income tax reporting in respect of Adjusted Pentair Equity Awards and nVent Equity Awards held by nVent Group Employees and Transferred Directors, subject to the terms of the Transition Services Agreement.

(E) nVent shall be responsible for the payment of cash-settled dividend equivalents on any Adjusted Pentair Equity Awards or nVent Equity Awards held by an nVent Group Employee or Transferred Director. Prior to the date any such payment is due, Pentair shall pay nVent in cash amounts required to pay (1) any dividend equivalents with respect to any stock-settled Adjusted Pentair Equity Awards held by nVent Group Employees and (2) any dividend equivalents accrued prior to the Effective Time with respect to any stock-settled nVent Equity Awards held by nVent Group Employees or Transferred Directors.

(F) Pentair shall be responsible for the payment of cash-settled dividend equivalents on any Adjusted Pentair Equity Awards or nVent Equity Awards held by a Pentair Group Employee or Former Employee. Prior to the date any such settlement is due, nVent shall pay Pentair in cash amounts required to pay any dividend equivalents accrued after the Effective Time with respect to any stock-settled nVent Equity Awards held by Pentair Group Employees or Former Pentair Group Employees.

(G) Following the Effective Time, (1) if any stock-settled Adjusted Pentair Equity Award held by an nVent Group Employee shall fail to become vested, such Adjusted Pentair Equity Award shall be forfeited to Pentair, and (2) if any stock-settled nVent Equity Award held by a Pentair Group Employee or Former Employee shall fail to become vested, such nVent Equity Award shall be forfeited to nVent.

(h) Obligations under Prior Agreement. Pentair previously entered into the Amended and Restated Separation and Distribution Agreement by and among Tyco International Ltd., Pentair and The ADT Corporation, dated as of September 27, 2012. Article VI of such agreement imposed certain obligations on Pentair with respect to certain Tyco equity awards that were converted into Pentair equity awards. With respect to any such Pentair equity awards are converted into awards relating to nVent Shares, Pentair assigns to nVent, and nVent assumes and agrees to be responsible for, all of the obligations and liability of Pentair under such agreement.

(i) Cooperation . Each of the Parties shall establish an appropriate administration system to administer, in an orderly manner, (1) exercises of vested Adjusted Pentair Options, and nVent Options, (2) the vesting and forfeiture of unvested Adjusted Pentair Equity Awards and nVent Equity Awards, and (3) the withholding and reporting requirements with respect to all awards. Each of the Parties shall work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable Person’s data and records in respect of such awards are correct and updated on a timely basis. The foregoing shall include employment status and information required for vesting and forfeiture of awards and tax withholding/remittance, compliance with trading windows, and compliance with the requirements of the Exchange Act and other applicable Laws. Without limiting the foregoing provisions of this Section 4.01(h) , each Party agrees that, without the written consent of the other Party, such Party shall, during the three-year period commencing on the Distribution Date, continue to engage the stock plan administrator that Pentair has engaged immediately prior to the Effective Time as its third-party administrator for Pentair Equity Awards, in the case of Pentair, and nVent Equity Awards, in the case of nVent.

(j) Registration and Other Regulatory Requirements . nVent agrees to file Forms S-1, S-3, and S-8 registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the nVent Ordinary Shares authorized for issuance under the nVent Equity Plan, as required pursuant to the Securities Act, before the date of issuance of any nVent Ordinary Shares pursuant to the nVent Equity Plan. Pentair agrees to facilitate the adoption and approval of the nVent Equity Plan consistent with the requirements of Treasury Regulations Section 1.162- 27(f)(4)(iii).

(k) Equity Awards in Certain Non-U.S. Jurisdictions . Notwithstanding the foregoing provisions of this Section 4.01 , the Parties may mutually agree, in their sole discretion, not to adjust certain outstanding Pentair Equity Awards pursuant to the foregoing provisions of this Section 4.01 where those actions would create or trigger adverse legal, accounting, or tax consequences for Pentair, nVent, and/or the affected non-U.S. award holder. In such circumstances, Pentair and/or nVent may take any action necessary or advisable to prevent any such adverse legal, accounting, or tax consequences, including agreeing that the outstanding Pentair Equity Awards of the affected non-U.S. award holders shall terminate in accordance with the terms of the Pentair Equity Plan and the underlying award agreements, in which case nVent or Pentair, as applicable, shall equitably compensate the affected non-U.S. award holders in an alternate manner determined by nVent or Pentair, as applicable, in its sole discretion, or apply an alternate adjustment method. Where and to the extent required by applicable Law or tax considerations outside the United States, the adjustments described in this Section 4.01 shall be deemed to have been effectuated immediately prior to the Distribution Date.

Section 4.02. Incentive Plans .

(a) Establishment of nVent Incentive Plans . Before the Effective Time, nVent shall, or shall cause another member of the nVent Group to, establish or assume the nVent Incentive Plans. The nVent Incentive Plans shall govern incentives to be paid with respect to periods commencing after the 2017 fiscal year of Pentair. In no event shall any nVent Group Employee or Former nVent Group Employee be entitled to any payments under the Pentair Incentive Plans with respect to any period after the 2017 fiscal year of Pentair.

(b) Fiscal Year 2017 Annual Bonus and CPUs . No later than the Effective Time, Pentair shall have determined and caused the payment of any (i) bonuses accrued by the nVent Group Employees and Former nVent Group Employees under the Pentair Incentive Plans in respect of the 2017 fiscal year, and (ii) cash performance units earned by the nVent Group Employees and Former nVent Group Employees under the Pentair Equity Plan in respect of the 2015 through 2017 performance period.

(c) Allocation of Liabilities . (i) The Pentair Group shall be solely responsible for funding, paying, and discharging all obligations relating to any incentive bonus awards under any Pentair Incentive Plan with respect to (A) payments earned before, as of, or after the Effective Time by Pentair Group Employees or Former Pentair Group Employees, and (B) payments made prior to the Effective Time to nVent Group Employees and Former nVent Group Employees, and no member of the nVent Group shall have any obligations with respect thereto; and (ii) the nVent Group shall be solely responsible for funding, paying, and discharging all obligations relating to any incentive bonus awards under any nVent Incentive Plan with respect to payments made after the Effective Time to nVent Group Employees or Former nVent Group Employees, and no member of the Pentair Group shall have any obligations with respect thereto. As of the Effective Time, nVent will assume the accrual with respect to any nVent Incentive Plan awards.

Section 4.03. Employee Stock Purchase Plan.

(a) Cessation of Participation in Pentair ESPP . nVent Group Employees shall continue to participate in the Pentair ESPP through the last pay period that ends before the Effective Time. For clarity, the last purchase of Pentair Ordinary Shares under the Pentair ESPP shall occur from the paycheck paid with respect to such last pay period. From and after such date, the nVent Group Employees shall cease to participate in the Pentair ESPP, other than with respect to any final purchase to be made with respect to such last pay period. Notwithstanding the foregoing, the administrator of the Pentair plc International Stock Purchase and Bonus Plan may establish an alternate date for cessation of participation of nVent Group Employees in the Pentair plc International Stock Purchase and Bonus Plan, as it determines to be necessary or advisable to accommodate the operation and administration of the Pentair plc International Stock Purchase and Bonus Plan.

(b) Establishment of nVent ESPP . Before the Effective Time, nVent shall establish the nVent ESPP, to be effective at the Effective Time or as soon as practicable thereafter. The nVent ESPP shall provide that nVent Group Employees shall (1) be eligible to participate in the nVent ESPP as of the Effective Time to the extent that they were eligible to participate in the Pentair ESPP as of immediately prior to such date, and (2) receive credit for all service credited under the Pentair ESPP as of immediately prior to the Effective Time. Notwithstanding the foregoing, nVent may delay implementation of the nVent ESPP or otherwise choose not to establish such nVent ESPP in one or more countries (i) to the extent necessary to complete those actions and undertakings that nVent, in its sole discretion, determines to be necessary or advisable to comply with applicable Law or (ii) if nVent determines, in its sole discretion, that establishing and maintaining such nVent ESPP in such country would not be commercially reasonable in light of the facts and circumstances.

Section 4.04. Director Compensation .

(a) Allocation of Directors’ Compensation . Pentair shall be responsible for the payment of any fees for service on the Pentair Board that are earned at, before, or after

the Effective Time, and nVent shall not have any responsibility for any such payments. With respect to any nVent non-employee director, nVent shall be responsible for the payment of any fees for service on the nVent Board that are earned at any time after the Effective Time and Pentair shall not have any responsibility for any such payments.

(b) Establishment of nVent Compensation Program for Non-Employee Directors and the nVent Director Plan . Before the Effective Time, nVent shall establish the nVent compensation program for non-employee directors and the nVent Director Deferred Compensation Plan, to be effective at the Effective Time.

(A) As of the Effective Time, nVent shall, and shall cause the nVent Director Deferred Compensation Plan to, assume all Liabilities under the Pentair Director Deferred Compensation Plan of the Transferred Directors, determined as of the Effective Time, and the Pentair Group and the Pentair Director Deferred Compensation Plan shall be relieved of all such Liabilities.

(B) As of the Effective Time, Pentair shall cause the trustee of the Pentair Non-Qualified Plan Trust to transfer to the nVent Non-Qualified Plan Trust Pentair assets (which shall include Pentair Ordinary Shares and nVent Ordinary Shares) in an amount equal to the Liabilities assumed by the nVent Director Deferred Compensation Plan.

(C) Pentair shall retain all Liabilities under the Pentair Director Deferred Compensation Plan for Pentair Directors and Former Pentair Directors.

(d) Share Fund in Pentair Director Deferred Compensation Plan . From and after the Effective Time, the account of each participant in the Pentair Director Deferred Compensation Plan that is deemed invested in Pentair Shares Units shall be converted into an account holding both Pentair Share Units and nVent Share Units as follows:

(A) Each Pentair Share Unit immediately after the Effective Time shall equal the number of Pentair Share Units immediately prior to the Effective Time; and

(B) The number of nVent Shares Units shall be equal to the product of (a) the number of Pentair Ordinary Shares subject to the Pentair Share Units immediately prior to the Effective Time multiplied by (b) the Distribution Ratio, rounded down to the nearest whole share.

Pentair Directors participating in the Pentair Director Deferred Compensation Plan shall be prohibited from increasing their holdings in such nVent Share Units under such plan, except with respect to the automatic reinvestment of any dividend equivalents.

(e) Share Fund in nVent Director Deferred Compensation Plan . From and after the Effective Time, the nVent Director Deferred Compensation Plan shall offer nVent Share Units as a deemed investment option under such plan, in accordance with the terms of such plan. In addition, the nVent Director Deferred Compensation Plan shall include Pentair Share Units in connection with the transfer of account balances pursuant to Section 4.04(c) . Transferred Directors participating in the nVent Director Deferred Compensation Plan shall be prohibited from increasing their holdings in such Pentair Share

Units under such plan, except with respect to the automatic reinvestment of any dividend equivalents.

ARTICLE V
U.S. QUALIFIED AND NONQUALIFIED RETIREMENT PLANS

Section 5.01. Pentair U.S. Pension Plans .

(a) Retention of Plan . As of the Effective Time, the Pentair Group shall retain sponsorship of each Pentair U.S. Pension Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall remain Assets and Liabilities of the Pentair Group.

(b) Eligibility of nVent Employees . Prior to the Effective Time, Pentair shall take such actions as are necessary (including amending each Pentair U.S. Pension Plan) to provide that, for purposes of vesting and eligibility for the early retirement subsidy under each Pentair U.S. Pension Plan, the service (which includes any increase in age) of any nVent Group Employee that is a participant in such Pentair U.S. Pension Plan as of immediately prior to the Effective Time with the nVent Group on or after the Effective Time shall be credited under such Pentair U.S. Pension Plan until the earliest of such nVent Group Employee’s termination of employment from the nVent Group, such nVent Group Employee’s annuity starting date (or lump sum payment date) under the Pentair U.S. Pension Plan, or the date an annuity contract is purchased with respect to such nVent Group Employee in connection with the termination of the Pentair, Inc. Pension Plan.

Section 5.02. Pentair and nVent U.S. Savings Plans .

(a) Participation in Pentair U.S. Savings Plan During Transition Period . During the Transition Period, the nVent Group shall continue to participate in the Pentair U.S. Savings Plan with respect to the nVent Group U.S. Employees, subject to the same terms and conditions as were applicable under the terms of such plan immediately prior to the Effective Time; provided , however , that as of the Effective Time, (i) an nVent Group U.S. Employee may no longer allocate contributions or transfer existing account balances into the unitized investment fund for Pentair Ordinary Shares (the “ Pentair Share Fund ”), and (ii) the Pentair U.S. Savings Plan will make available a unitized investment fund for nVent Ordinary Shares (the “ nVent Share Fund ”) for investment by nVent Group U.S. Employees. nVent agrees to file a Form S-8 registration statement with respect to, and to cause to be registered pursuant to the Securities Act, the nVent Ordinary Shares authorized for purchase under the Pentair U.S. Savings Plan, as required pursuant to the Securities Act, before the date of purchase of any nVent Ordinary Shares pursuant to the Pentair U.S. Savings Plan.

(b) Establishment of nVent U.S. Savings Plan . Before the end of the Transition Period, nVent shall establish the nVent U.S. Savings Plan and the nVent U.S. Savings Plan Trust, to be effective as of January 1, 2019. Before the end of the Transition Period, nVent shall provide Pentair with (i) a copy of the nVent U.S. Savings Plan and nVent U.S. Savings Plan Trust; (ii) a copy of certified resolutions of the nVent Board (or its authorized committee or other delegate) evidencing adoption of the nVent U.S. Savings Plan and the nVent U.S. Savings Plan Trust and the assumption by the nVent U.S. Savings Plan of the Liabilities described in Section 5.02(c) ; and (iii) an opinion of counsel, which counsel and opinion are reasonably satisfactory to Pentair, with respect to the qualified status of the nVent U.S. Savings Plan under Section 401(a) of the Code and the tax-exempt status of the nVent

U.S. Savings Plan Trust under Section 501(a) of the Code. The nVent U.S. Savings Plan shall provide that:

(A) nVent Group Employees shall (1) be eligible to participate in the nVent U.S. Savings Plan as of January 1, 2019 to the extent that they were eligible to participate in the Pentair U.S. Savings Plan as of immediately prior to such date, and (2) receive credit for all service credited under the Pentair U.S. Savings Plan as of immediately prior to January 1, 2019; and

(B) the account balance of each nVent Group Employee under the Pentair U.S. Savings Plan as of the date of the transfer of Assets from the Pentair U.S. Savings Plan (including any outstanding promissory notes) shall be credited to such individual’s account balance under the nVent U.S. Savings Plan.

(c) Transfer of Account Balances . By the end of the Transition Period (or as soon as practicable thereafter), Pentair shall cause the trustee of the Pentair U.S. Savings Plan to transfer from Pentair U.S. Savings Plan Trust to the nVent U.S. Savings Plan Trust the account balances of the nVent Group Employees and Former nVent Group Employees under the Pentair U.S. Savings Plan, determined as of the date of the transfer. Such transfers shall be made in kind, including promissory notes evidencing the transfer of outstanding loans, and (i), with respect to unitized investments in the Pentair Share Fund, Pentair Ordinary Shares and (ii) with respect to unitized investments in the nVent Share Fund, nVent Ordinary Shares. Any Asset and Liability transfers pursuant to this Section 5.02(c) shall comply in all respects with Sections 414(l) and 411(d)(6) of the Code.

(d) Assumption of Liabilities. Effective as of the Effective Time, the nVent Group shall be liable for all employer contributions that accrue during the Transition Period with respect to the nVent Group U.S. Employees and to pay its allocable share of plan administrative expenses incurred during the Transition Period. For purposes hereof, all expenses necessary to establish and administer the nVent Share Fund pursuant to Section 5.02(a) , to establish the nVent U.S. Savings Plan and nVent U.S. Savings Plan Trust as described in Section 5.02(b) and to effectuate the transfer of accounts from the Pentair U.S. Savings Plan to the nVent U.S. Savings Plan as described in Section 5.02(c) shall be treated as expenses allocable to the Electrical Group. Effective as of the establishment of the nVent U.S. Savings Plan, nVent shall assume all Liabilities with respect to any matching contributions and other employer contributions that were accrued under, but not yet contributed to, the Pentair U.S. Savings Plan for nVent Group Employees and Former nVent Group Employees to be made to the nVent U.S. Savings Plan in respect of the 2018 calendar year, and the Pentair Group shall be relieved of all such Liabilities. nVent shall be responsible for making any such matching contributions and other employer contributions to the nVent U.S. Savings Plan following the end of the 2018 calendar year.

(e) nVent Ordinary Shares in Pentair U.S. Savings Plan . nVent Ordinary Shares distributed in connection with the Distribution in respect of Pentair Ordinary Shares held in Pentair U.S. Savings Plan accounts of Pentair Group Employees, nVent Group Employees or Former Employees shall be deposited in an nVent Share Fund under the Pentair U.S. Savings Plan. Pentair Group Employees and Former Employees participating in the Pentair U.S. Savings Plan shall be prohibited from increasing their holdings in such nVent Share Fund under the Pentair U.S. Savings Plan and may elect to liquidate their holdings in such nVent Share Fund and invest those monies in any other investment fund offered under

the Pentair U.S. Savings Plan, all in accordance with the terms of the Pentair U.S. Savings Plan.

(f) Pentair U.S. Savings Plan After Effective Time . From and after January 1, 2019, (i) the Pentair U.S. Savings Plan shall continue to be responsible for Liabilities in respect of Pentair Group Employees and Former Employees with accounts under such plans, and (ii) no nVent Group Employees shall accrue any benefits under the Pentair U.S. Savings Plan. Without limiting the generality of the foregoing, nVent Group Employees shall cease to be participants in the Pentair U.S. Savings Plan effective as of December 31, 2018.

(g) No Loss of Unvested Benefits; No Distributions . The transfer of any nVent Group Employee’s employment to the nVent Group shall not result in loss of that nVent Group Employee’s unvested benefits (if any) under the Pentair U.S. Savings Plan, which benefit Liability will be assumed under the nVent U.S. Savings Plan as provided herein. No nVent Group Employee shall be entitled to a distribution of his or her benefit under the Pentair U.S. Savings Plan or nVent U.S. Savings Plan as a result of such transfer of employment.

Section 5.03. Supplemental Executive Retirement Plan and Retirement Restoration Plan .

(a) Establishment of the nVent Plans . Before the Effective Time, nVent shall establish the nVent Supplemental Executive Retirement Plan, to be effective as of the Effective Time.

(b) Allocation of Liabilities . As of the Effective Time, nVent shall, and shall cause the nVent Supplemental Executive Retirement Plan to, assume all Liabilities under the Pentair SERP with respect to the benefits accrued as of the Effective Time by the nVent Group Employees, and the Pentair Group and the Pentair SERP shall be relieved of all Liabilities for those benefits. Pentair shall retain all Liabilities under the Pentair SERP and the Pentair Retirement Restoration Plan for the benefits accrued by Pentair Group Employees and Former Employees. From and after the Effective Time, nVent Group Employees shall cease to have any accrued benefits under the Pentair SERP.

Section 5.04. Non-Qualified Deferred Compensation Plan .

(a) Establishment of the nVent Non-Qualified Deferred Compensation Plan and Trust . Before the Effective Time, nVent shall establish the nVent Non-Qualified Deferred Compensation Plan and the Non-Qualified Plan Trust, to be effective as of the Effective Time.

(b) Allocation of Liabilities .

(A) As of the Effective Time, nVent Management Company shall (i) assume sponsorship of, and assume all Liabilities with respect to, the Flow Control Supplemental Savings Retirement Plan, and (ii) cause the nVent Non-Qualified Deferred Compensation Plan to assume all Liabilities under the Pentair Non-Qualified Deferred Compensation Plan of nVent Group Employees. The Pentair Group and the Pentair Non-Qualified Deferred Compensation Plan shall be relieved of all such Liabilities.

(C) Pentair shall retain all Liabilities under the Pentair Non-Qualified Deferred Compensation Plan (to the extent not assumed by nVent above), the Sta-Rite Industries Pre-2005 Officers’ Supplemental Retirement Income Program, and the Sta-Rite Industries Post-2004 Officers’ Supplemental Retirement Income Program, for Pentair Group Employees and Former Employees and all other nonqualified deferred compensation arrangements with respect to Pentair Group Employees and Former Pentair Group Employees.

(D) From and after the Effective Time, nVent Group Employees shall cease to participate in the Pentair Non-Qualified Deferred Compensation Plan. The deferral and distribution elections in effect for the nVent Group Employees under the Pentair Non-Qualified Deferred Compensation Plan as of the Effective Time shall continue to apply under the nVent Non-Qualified Deferred Compensation Plan immediately after the Effective Time without interruption.

(c) Share Fund in Pentair Non-Qualified Deferred Compensation Plan . From and after the Effective Time, the account of each participant in the Pentair Non-Qualified Deferred Compensation Plan that is deemed invested in Pentair Shares Units shall be converted into an account holding both Pentair Share Units and nVent Share Units as follows:

(A) Each Pentair Share Unit immediately after the Effective Time shall equal the number of Pentair Share Units immediately prior to the Effective Time; and

Pentair Group Employees and Former Employees participating in the Pentair Non-Qualified Deferred Compensation Plan shall be prohibited from increasing their holdings in such nVent Share Units under such plan, except that any equity awards held by such individuals that relate to nVent Ordinary Shares and that are deferred into the Pentair Non-Qualified Deferred Compensation Plan shall be allocated into nVent Share Units under such plan at the time of deferral.

(d) Share Fund in nVent Non-Qualified Deferred Compensation Plan . From and after the Effective Time, the nVent Non-Qualified Deferred Compensation Plan shall offer nVent Share Units as a deemed investment option under such plan, in accordance with the terms of such plan. In addition, the nVent Non-Qualified Deferred Compensation Plan shall include Pentair Share Units in connection with the transfer of account balances pursuant to Section 5.04(b) . nVent Group Employees participating in the nVent Non-Qualified Deferred Compensation Plan shall be prohibited from increasing their holdings in such Pentair Share Units under such plan, except that any equity awards held by such individuals that relate to Pentair Ordinary Shares and that are deferred into the nVent Non-

Qualified Deferred Compensation Plan shall be allocated into Pentair Share Units under such plan at the time of deferral.

Section 5.05. Nonqualified Plan Participation; Distributions . The Parties acknowledge that, except as provided below, none of the transactions contemplated by this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement will trigger a payment or distribution of compensation under any of the Pentair Nonqualified Plans or nVent Nonqualified Plans for any participant and, consequently, that the payment or distribution of any compensation to which such participant is entitled under any of the Pentair Nonqualified Plans or nVent Nonqualified Plans will occur upon such participant’s separation from service from the nVent Group or at such other time as provided in the applicable nVent Nonqualified Plan or participant’s deferral election.

ARTICLE VI
U.S. WELFARE BENEFIT PLANS

Section 6.01. U.S. Welfare Plans for Active Employees .

(a) Participation in Pentair U.S. Welfare Plans During Transition Period . During the Transition Period, the nVent Group shall continue to participate in the Pentair U.S. Welfare Plans (including the Pentair HSAs and the health or dependent care flexible spending accounts) with respect to the nVent Group U.S. Employees, subject to the same terms and conditions as were applicable under the terms of such plan immediately prior to the Effective Time.

(b) Establishment of nVent U.S. Welfare Plans . Before the end of the Transition Period, nVent shall, or shall cause the applicable member of the nVent Group to, establish the nVent U.S. Welfare Plans, to be effective January 1, 2019. nVent Group Employees who are U.S. Employees shall cease active participation in the Pentair U.S. Welfare Plans as of the end of the Transition Period and commence such participation in the nVent U.S. Welfare Plans on January 1, 2019.

(c) Waiver of Conditions; Benefit Maximums . nVent shall use commercially reasonable efforts to cause the nVent U.S. Welfare Plans and any Welfare Plans that provide leave benefits, as applicable, to:

(A) waive (i) all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to any nVent Group Employee or Former nVent Group Employee who are U.S. Employees, or any covered dependents thereof, other than limitations that were in effect with respect to such nVent Group Employee, Former nVent Group Employee, or covered dependent under the applicable Pentair U.S. Welfare Plan as of December 31, 2018, and (ii) any waiting period limitation or evidence of insurability requirement applicable to such nVent Group Employee, Former nVent Group Employee, or any covered dependents thereof, other than limitations or requirements that were in effect with respect to such nVent Group Employee, Former nVent Group Employee, or covered dependent under the applicable Pentair U.S. Welfare Plans as of December 31, 2018; and

(B) take into account with respect to aggregate annual, lifetime, or similar maximum benefits available under the nVent U.S. Welfare Plans, such nVent Group Employee’s, Former nVent Group Employee’s, or any covered dependents’ prior claim

experience under the Pentair U.S. Welfare Plans and any Benefit Plan that provides leave benefits.

(d) Health Savings Accounts . Without limiting the foregoing provisions of this Section 6.01 , before the end of the Transition Period, nVent shall, or shall cause a member of the nVent Group to, make available health savings accounts to nVent Group Employees who are U.S. Employees on and after January 1, 2019 (an “ nVent HSA ”). The nVent HSAs will accept the transfer of the balances, effective as of January 1, 2019, of the nVent Group Employees from their health savings account under a Pentair Welfare Plan (a “ Pentair HSA ”). It is the intention of the Parties that all activity under such an nVent Group Employee’s Pentair HSA for the year in which the Effective Time occurs be treated instead as activity under the corresponding account under the nVent HSA, such that (i) any claims incurred during calendar year 2018 that are not reimbursed from the Pentair HSA by December 31, 2018 shall instead be reimbursed by the nVent HSA and (ii) all elections and reimbursements made with respect to such period under the Pentair HSA will be deemed to have been made with respect to the corresponding nVent HSA.

(e) Flexible Spending Accounts . Following the end of the Transition Period, Pentair will process the run-out claims (i.e., claims filed through March 31, 2019 for expenses incurred during 2018) filed by nVent Group Employees with respect to the health or dependent care flexible spending accounts under Pentair U.S. Welfare Plans. To the extent that there is not sufficient funds in the account of an nVent Group Employee (including any individual who terminated during the Transition Period), nVent shall provide Pentair (or its delegate) with funds sufficient to pay such claims.

(f) COBRA . The Pentair Group shall continue to be responsible for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA and the corresponding provisions of the Pentair U.S. Welfare Plans with respect to (a) any Pentair Group Employee and any Former Pentair Group Employee who is a U.S. Employee (and his or her covered dependents) who incurs a qualifying event under COBRA before, as of, or after the Effective Time, and (b) during the Transition Period, any nVent Group Employee and any Former nVent Group Employee who is a U.S. Employee (and his or her covered dependents) who incurs a qualifying event under COBRA before, as of, or after the Effective Time and prior to January 1, 2019. Effective as of January 1, 2019, the nVent Group shall assume responsibility for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, and the corresponding provisions of the nVent U.S. Welfare Plans with respect to any nVent Group Employee or Former nVent Group Employee who is a U.S. Employee (and his or her covered dependents) who incurred a qualifying event or loss of coverage under the Pentair U.S. Welfare Plans prior to January 1, 2019, and/or the nVent U.S. Welfare Plans on or after January 1, 2019. The Parties agree that the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

(g) Allocation of Welfare Liabilities and Assets . Effective as of the Effective Time, except as otherwise specifically provided herein, the Pentair Group shall retain all Liabilities relating to Incurred Claims under the Pentair U.S. Welfare Plans. The nVent Group shall be responsible for all Liabilities relating to Incurred Claims with respect to nVent Group Employees under any Pentair U.S. Welfare Plans during the Transition Period (to the extent not paid by insurance) and for all Incurred Claims under any nVent U.S. Welfare Plan. The nVent Group shall also be liable to pay its allocable share of plan

administrative expenses incurred during the Transition Period. Pentair shall retain all Assets (including, without limitation, Medicare reimbursements, pharmaceutical rebates, and similar items) associated with Incurred Claims under the Pentair U.S. Welfare Plans relating to periods prior to January 1, 2019, including Incurred Claims relating to an nVent Group Employee.

Section 6.02. U.S. Retiree Welfare Plan .

(a) Participation in Pentair U.S. Retiree Welfare Plan During Transition Period . During the Transition Period, the nVent Group shall continue to participate in the Pentair U.S. Retiree Welfare Plan with respect to the nVent Group U.S. Employees and Former nVent Group Employees, subject to the same terms and conditions as were applicable under the terms of such plan immediately prior to the Effective Time; provided that, with respect to nVent Group Employees, participation may be limited solely to those employees who, prior to the date that an annuity contract is purchased in connection with the termination of the Pentair, Inc. Pension Plan, both commence benefits under such plan (other than in the form of a lump sum) and terminate employment from the nVent Group. The nVent Group shall be liable for all employer contributions that accrue during the Transition Period with respect to the nVent Group U.S. Employees and the Former nVent Group Employees and to pay its allocable share of plan sponsor and fiduciary expenses incurred during the Transition Period.

(b) Establishment of the nVent U.S. Retiree Welfare Plan . Before the end of the Transition Period, nVent shall establish the nVent U.S. Retiree Welfare Plan, to be effective as of January 1, 2019.

(c) Allocation of Liabilities . As of January 1, 2019, nVent shall, and shall cause the nVent U.S. Retiree Welfare Plan to, assume all Retiree Welfare Liabilities under the Pentair U.S. Retiree Welfare Plan of the nVent Group Employees and Former nVent Group Employees, determined as of December 31, 2018, and the Pentair Group and the Pentair U.S. Retiree Welfare Plan shall be relieved of all such Liabilities. Pentair shall retain all Liabilities under the Pentair Retiree Welfare Plan for Pentair Group Employees and Former Pentair Group Employees. From and after January 1, 2019, nVent Group Employees and Former nVent Group Employees shall cease to participate in the Pentair Retiree Welfare Plan.

Section 6.03. Vacation, Holidays and Leaves of Absence . Effective as of the Effective Time, the nVent Group shall assume all Liabilities of the Pentair Group with respect to vacation, holiday, annual leave, or other leave of absence, and required payments related thereto, for each nVent Group Employee who is a U.S. Employee. The Pentair Group shall retain all Liabilities with respect to vacation, holiday, annual leave or other leave of absence, and required payments related thereto, for each Pentair Group Employee who is a U.S. Employee. Notwithstanding the foregoing, during the Transition Period, the Pentair Group shall administer the vacation, holiday, annual leave, or other leave of absence programs of the nVent Group for its U.S. Employees in accordance with the Transition Services Agreement.

Section 6.04. Severance and Unemployment Compensation .

(a) Except as otherwise provided in Section 3.01(c) , effective as of the Effective Time, the nVent Group shall assume any and all Liabilities to, or relating to, nVent Group Employees and Former nVent Group Employees in respect of severance (including

payment of any accrued but unused paid time off) and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at, or after the Effective Time. The Pentair Group shall be responsible for any and all Liabilities to, or relating to, Pentair Group Employees and Former Pentair Group Employees in respect of severance (including payment of any accrued but unused paid time off) and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Effective Time.

(b) Until the earlier of the first anniversary of the Effective Time or the date that the nVent Group establishes a written severance plan or policy, the nVent Group shall provide severance benefits consistent with the historic practices of the Pentair Group.

(c) During the Transition Period, the Pentair Group shall administer the severance and unemployment compensation programs of the nVent Group for its U.S. Employees in accordance with the Transition Services Agreement.

Section 6.05. Workers’ Compensation . With respect to claims for workers’ compensation in the U.S., (a) the nVent Group shall be responsible for claims in respect of nVent Group Employees and Former nVent Group Employees, whether occurring before, at, or after the Effective Time, and (b) the Pentair Group shall be responsible for all claims in respect of Pentair Group Employees and Former Pentair Group Employees, whether occurring before, at, or after the Effective Time. The treatment of workers’ compensation claims by nVent with respect to Pentair insurance policies shall be governed by Article V of the Separation and Distribution Agreement. Notwithstanding the foregoing, during the Transition Period, the Pentair Group shall administer the workers compensation program of the nVent Group for its U.S. Employees in accordance with the Transition Services Agreement.

Section 6.06. Insurance Contracts . To the extent that any Pentair Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop-loss contract, the Parties shall cooperate and use their commercially reasonable efforts to replicate such insurance contracts for nVent (except to the extent that changes are required under applicable state insurance Laws or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both Pentair and nVent for a reasonable term. Neither Party shall be liable for failure to obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 6.06 . Notwithstanding the foregoing, if pricing discounts or preferential terms provided by an insurance carrier to one of the Parties (whether during the Transition Period or thereafter) are dependent on the actions of the other Party, then any change or decision made by one Party that will affect the other Party cannot be made unless the other Party consents.

Section 6.07. Third-Party Vendors . Except as provided below, to the extent that any Pentair Welfare Plan is administered by a third-party vendor, the Parties shall cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for nVent and to maintain any pricing discounts or other preferential terms for both Pentair and nVent for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 6.07 . Notwithstanding the foregoing, if pricing discounts or preferential terms provided by a third-party vendor to one of the Parties (whether during the Transition Period or thereafter) are dependent on the actions of the other Party, then any

change or decision made by one Party that will affect the other Party cannot be made unless the other Party consents.

ARTICLE VII
NON-U.S. EMPLOYEES AND BENEFIT PLANS

Section 7.01. Non-U.S. Employees . Unless otherwise agreed by the Parties, nVent Group Employees and Former nVent Group Employees who are Non-U.S. Employees or who otherwise are subject to non-U.S. Law and their related benefits and Liabilities shall be treated in the same manner as the nVent Group Employees and Former nVent Group Employees, respectively, who are U.S. Employees and who are not subject to non-U.S. Law. Notwithstanding anything to the contrary in this Agreement, all actions taken with respect to Non-U.S. Employees or U.S. Employees working in non-U.S. jurisdictions shall be subject to and accomplished in accordance with applicable Law and the custom of the applicable jurisdictions.

Section 7.02. Non-U.S. Retirement Plans .

(a) As of the Effective Time, the nVent Group shall retain (or establish or assume to the extent necessary) sponsorship of the nVent Non-U.S. Retirement Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the nVent Group.

(b) As of the Effective Time, the Pentair Group shall retain (or establish or assume to the extent necessary) sponsorship of the Pentair Non-U.S. Retirement Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Pentair Group.

Section 7.03. Non-U.S. Welfare Plans .

(a) As of the Effective Time, the nVent Group shall retain (or establish or assume to the extent necessary) sponsorship of the nVent Non-U.S. Welfare Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the nVent Group.

(b) As of the Effective Time, the Pentair Group shall retain (or establish or assume to the extent necessary) sponsorship of the Pentair Non-U.S. Welfare Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Pentair Group.

Section 7.04. Non-U.S. Fringe Benefits .

(a) As of the Effective Time, the nVent Group shall retain (or establish or assume to the extent necessary) sponsorship of Benefit Plans that provide fringe benefits to the nVent Group Non-U.S. Employees and Former Non-U.S. Employees, and from an after the Effective Time, all Liabilities thereunder, whether incurred prior to or after the Effective Time, shall be the Liabilities of the nVent Group.

(b) As of the Effective Time, the Pentair Group shall retain (or establish or assume to the extent necessary) sponsorship of the Benefit Plans that provide fringe benefits to the Pentair Group Non-U.S. Employees and Former Non-U.S. Employees, and, from and

after the Effective Time, all Liabilities thereunder, whether incurred prior to or after the Effective Time, shall be the Liabilities of the Pentair Group.

ARTICLE VIII
MISCELLANEOUS

Section 8.01. Employee Records .

(a) Sharing of Information . Subject to any limitations imposed by applicable Law and pursuant to the terms and conditions of Article VI of the Separation and Distribution Agreement, Pentair and nVent (acting directly or through members of the Pentair Group or the nVent Group, respectively) shall provide to the other Party and their respective authorized agents and vendors all information necessary for the Parties to perform their respective duties under this Agreement.

(b) Transfer of Personnel Records and Authorization . Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, each Party shall transfer to the other Party any and all employment records to the extent necessary in order to enable each Party to carry on its respective business in the manner carried on immediately prior to the Distribution Date; provided that (i) in respect of the separation of nVent Information and Pentair Information Section 2.14 and Schedule 2.14 of the Separation and Distribution Agreement shall apply and (ii) records relating to any individual who has terminated from the Pentair Group prior to the Effective Time shall not be transferred unless the Parties otherwise agree. Such transfer of records generally shall occur as soon as administratively practicable at or after the Effective Time or at such other time(s) as the Parties agree. Each Party will permit the other Party reasonable access to Employee records to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.

(c) Access to Records . To the extent not inconsistent with this Agreement, the Separation and Distribution Agreement, or any applicable privacy protection Laws or regulations, reasonable access to Employee-related records after the Effective Time will be provided to members of the Pentair Group and members of the nVent Group pursuant to the terms and conditions of Article VI of the Separation and Distribution Agreement.

(d) Maintenance of Records . With respect to retaining, destroying, transferring, sharing, copying, and permitting access to all Employee-related information, Pentair and nVent shall (i) comply with all applicable Laws including Data Protection Laws, regulations, and internal policies, (ii) the Parties shall ensure that retained personal data is accurate, kept up to date, adequate, relevant, not excessive in relation to the purposes for which they are processed and not kept for longer than is necessary for that those purposes and (iii) shall indemnify and hold harmless each other from and against any and all Liability, claims, actions, and damages that arise from a failure (by the indemnifying Party or its Subsidiaries or their respective agents) to so comply with all applicable Laws, regulations, and internal policies applicable to such information. At least ten (10) business days prior to destroying any Employee-related information, the Party seeking to destroy such information shall give written notice to the other Party, which notice shall specify in reasonable detail the information to be destroyed, and, if elected by the Party to whom such notice was delivered within ten (10) business days following receipt of such notice, the Party delivering such notice shall transfer such information to such other Party.

(e) Cooperation . Each Party shall use commercially reasonable efforts to cooperate and work together to unify, consolidate, and share (to the extent permissible under applicable privacy/data protection laws) all relevant documents, resolutions, government filings, data, payroll, employment, and benefit plan information on regular timetables and cooperate as needed with respect to (i) any litigation with respect to any employee benefit plan, policy, or arrangement contemplated by this Agreement, (ii) efforts to seek a determination letter, private letter ruling, or advisory opinion from the IRS, U.S. Department of Labor, or ruling from any other Governmental Authority on behalf of any employee benefit plan, policy, or arrangement contemplated by this Agreement, and (iii) any filings that are required to be made or supplemented to the IRS, U.S. Pension Benefit Guaranty Corporation, U.S. Department of Labor, or any other Governmental Authority; provided , however , that requests for cooperation must be reasonable and not interfere with daily business operations.

(f) Confidentiality . Notwithstanding anything to the contrary in this Agreement, all confidential records and data relating to Employees to be shared or transferred pursuant to this Agreement shall be subject to Section 7.9 of the Separation and Distribution Agreement and the requirements of applicable Law.

(g) Compensation for Providing Information . The Party requesting information under this Section 8.01 agrees to reimburse the other Party for the reasonable costs, if any, of gathering, copying, transporting, and otherwise complying with the request with respect to such information (including any reasonable costs and expenses incurred in any review of information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested information).

Section 8.02. Preservation of Rights to Amend . The rights of each member of the Pentair Group and each member of the nVent Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

Section 8.03. Fiduciary Matters . Pentair and nVent each acknowledge that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

Section 8.04. Further Assurances . Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing, and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 8.05. Counterparts; Entire Agreement; Corporate Power .

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement, the Separation and Distribution Agreement, and the Ancillary Agreements and the Exhibits, Schedules, and Appendices hereto and thereto contain the entire agreement among the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings among the Parties other than those set forth or referred to herein or therein. Pentair represents on behalf of itself and each other member of the Pentair Group, and nVent represents on behalf of itself and each other member of the nVent Group, as follows:

(A) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(B) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

(c) Each Party acknowledges that it and each other Party is executing this Agreement by facsimile, stamp, or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp, or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp, or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile, or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail, or by courier.

Section 8.06. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial . The provisions of Section 11.4 of the Separation and Distribution Agreement are incorporated herein as if fully set forth herein.

Section 8.07. Assignability . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to

the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

Section 8.08. Third-Party Beneficiaries . Except for the indemnification rights under this Agreement of any Pentair Indemnitee or nVent Indemnitee in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement and neither this Agreement shall provide any third person with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 8.09. Notices . All notices, requests, claims, demands, or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon acknowledgment of receipt) in accordance with the requirements of Section 11.7 of the Separation and Distribution Agreement.

Section 8.10. Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 8.11. Force Majeure . No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any other Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition, and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the other Ancillary Agreements, as applicable, as soon as reasonably practicable.

Section 8.12. No Set-Off . Except as otherwise mutually agreed to in writing by the Parties, neither Party nor any other member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any other Ancillary Agreement or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement.

Section 8.13. Headings . The article, section, and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 8.14. Survival of Covenants . Except as expressly set forth in this Agreement, the covenants, representations, and warranties contained in this Agreement, and Liability for

the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

Section 8.15. Waivers of Default . Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 8.16. Dispute Resolution . The dispute resolution procedures set forth in Article VIII of the Separation and Distribution Agreement shall apply to any dispute, controversy or claim arising out of or relating to this Agreement.

Section 8.17. Specific Performance . Subject to Article VIII of the Separation and Distribution Agreement, in the event of any actual or threatened default in, or breach of, any of the terms, conditions, and provisions of this Agreement, the Party who is, or is to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

Section 8.18. Amendments . No provisions of this Agreement shall be deemed waived, amended, supplemented, or modified by a Party, unless such waiver, amendment, supplement, or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement, or modification.

Section 8.19. Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their duly authorized representatives.



PENTAIR PLC

By:	/s/ Andrew G. Smyth
	Name:	Andrew G. Smyth
	Title:	Authorized Signatory

NVENT ELECTRIC PLC

By:	/s/ Neil S. Mackintosh
	Name:	Neil S. Mackintosh
	Title:	Authorized Signatory

Exhibit 4.1

EXECUTION COPY

CREDIT AGREEMENT

dated as of

April 25, 2018

among

PENTAIR plc
as Parent,

PENTAIR INVESTMENTS SWITZERLAND GMBH,
as Swiss Guarantor,

PENTAIR FINANCE S.À R.L.
as Company,

PENTAIR, INC.
as an Affiliate Borrower

The Other Affiliate Borrowers From Time to Time Party Hereto,

The Lenders Party Hereto,

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

BANK OF AMERICA, N.A.
MUFG BANK, LTD.
CITIBANK, N.A. and

U.S. BANK NATIONAL ASSOCIATION
as Syndication Agents,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
HSBC BANK USA, NATIONAL ASSOCIATION

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

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

JPMORGAN CHASE BANK, N.A.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
MUFG BANK, LTD.
CITIGROUP GLOBAL MARKETS INC. and

U.S. BANK NATIONAL ASSOCIATION
as Joint Bookrunners and Joint Lead Arrangers

US-DOCS\99494741.8

TABLE OF CONTENTS



			Page
ARTICLE I. DEFINITIONS			5
	SECTION 1.01	Defined Terms	5
	SECTION 1.02	Classification of Loans and Borrowings	35
	SECTION 1.03	Terms Generally	35
	SECTION 1.04	Accounting Terms; GAAP	35
	SECTION 1.05	Interest Rates	36
	SECTION 1.06	Luxembourg Terms	36
	SECTION 1.07	Certain Calculations	36
ARTICLE II. THE CREDITS			36
	SECTION 2.01	Commitments	36
	SECTION 2.02	Loans and Borrowings	37
	SECTION 2.03	Requests for Revolving Borrowings	37
	SECTION 2.04	Determination of Dollar Amounts	38
	SECTION 2.05	Swingline Loans	39
	SECTION 2.06	Letters of Credit	40
	SECTION 2.07	Funding of Borrowings	46
	SECTION 2.08	Interest Elections	46
	SECTION 2.09	Termination and Reduction of Commitments	48
	SECTION 2.10	Repayment of Loans; Evidence of Indebtedness	49
	SECTION 2.11	Prepayment of Loans	50
	SECTION 2.12	Fees	51
	SECTION 2.13	Interest	52
	SECTION 2.14	Alternate Rate of Interest	53
	SECTION 2.15	Increased Costs	55
	SECTION 2.16	Break Funding Payments	56
	SECTION 2.17	Taxes	57
	SECTION 2.18	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	64
	SECTION 2.19	Mitigation Obligations; Replacement of Lenders	66
	SECTION 2.20	Expansion Option	67
	SECTION 2.21	Market Disruption	68
	SECTION 2.22	Judgment Currency	68
	SECTION 2.23	Designation of Affiliate Borrowers	69
	SECTION 2.24	Defaulting Lenders	69
	SECTION 2.25	Extension of Maturity Date	71
ARTICLE III. REPRESENTATIONS AND WARRANTIES			73
	SECTION 3.01	Corporate Existence and Power	73
	SECTION 3.02	Corporate and Governmental Authorization; Contravention	73
	SECTION 3.03	Binding Effect	73
	SECTION 3.04	Financial Information	74
	SECTION 3.05	Litigation, etc	74
	SECTION 3.06	ERISA Compliance	74
	SECTION 3.07	Taxes	74
	SECTION 3.08	Not an Investment Company	75
	SECTION 3.09	Environmental Matters	75
	SECTION 3.10	Use of Proceeds	75
	SECTION 3.11	Disclosure	75
	SECTION 3.12	Anti-Corruption Laws and Sanctions	75
	SECTION 3.13	Domiciliation; Centre of Main Interests	76



	SECTION 3.14	Swiss Non-Bank Rules	76
	SECTION 3.15	EEA Financial Institutions	76
	SECTION 3.16	Irish Loan Party	76
	SECTION 3.17	Tax Residence	76
ARTICLE IV. CONDITIONS			76
	SECTION 4.01	Effective Date	76
	SECTION 4.02	Each Credit Event	78
	SECTION 4.03	Designation of an Affiliate Borrower	78
ARTICLE V. AFFIRMATIVE COVENANTS			79
	SECTION 5.01	Information	79
	SECTION 5.02	Use of Proceeds	81
	SECTION 5.03	Compliance with Contractual Obligations and Laws	81
	SECTION 5.04	Insurance	81
	SECTION 5.05	Ownership of Borrowers	82
	SECTION 5.06	Payment of Taxes	82
	SECTION 5.07	Swiss Non-Bank Rule	82
	SECTION 5.08	Loan Party Location	82
	SECTION 5.09	Tax Residence	82
	SECTION 5.10	Service of Process Agent	82
ARTICLE VI. NEGATIVE COVENANTS			83
	SECTION 6.01	Maximum Net Leverage Ratio	83
	SECTION 6.02	Minimum Interest Coverage Ratio	83
	SECTION 6.03	Negative Pledge	83
	SECTION 6.04	Consolidations, Mergers and Sales of Assets; Acquisitions	86
	SECTION 6.05	Subsidiary Debt	86
	SECTION 6.06	OFAC and Anti-Corruption Laws	87
ARTICLE VII. EVENTS OF DEFAULT			87
ARTICLE VIII. THE ADMINISTRATIVE AGENT			90
	SECTION 8.01	Authorization and Action	90
	SECTION 8.02	Administrative Agent's Reliance, Indemnification, Etc	93
	SECTION 8.03	Posting of Communications	94
	SECTION 8.04	The Administrative Agent Individually	95
	SECTION 8.05	Successor Administrative Agent	95
	SECTION 8.06	Acknowledgment of Lenders and Issuing Banks	96
	SECTION 8.07	Certain ERISA Matters	96
ARTICLE IX. MISCELLANEOUS			98
	SECTION 9.01	Notices	98
	SECTION 9.02	Waivers; Amendments	99
	SECTION 9.03	Expenses; Indemnity; Damage Waiver	101
	SECTION 9.04	Successors and Assigns	103
	SECTION 9.05	Survival	108
	SECTION 9.06	Counterparts; Integration; Effectiveness; Electronic Execution	108
	SECTION 9.07	Severability	108
	SECTION 9.08	Right of Setoff	109
	SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process	109
	SECTION 9.10	WAIVER OF JURY TRIAL	110
	SECTION 9.11	Headings	110
	SECTION 9.12	Confidentiality	110
	SECTION 9.13	USA PATRIOT Act	112



	SECTION 9.14	Interest Rate Limitation	112
	SECTION 9.15	No Fiduciary Duty, etc	112
	SECTION 9.16	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	113
	SECTION 9.17	Confirmation of Lender's Status as Swiss Qualifying Lender	113
ARTICLE X. GUARANTEE			114
	SECTION 10.01	Guaranty	114
	SECTION 10.02	Swiss Limitation Language for Swiss Guarantor or Swiss Borrower	116

SCHEDULES :

Schedule 2.01 -- Commitments

Schedule 2.05 -- Swingline Sublimits

Schedule 6.03 -- List of Existing Liens

Schedule 6.05 -- Existing Debt

EXHIBITS :

Exhibit A -- Form of Assignment and Assumption

Exhibit B-1 -- Form of Opinion of Foley & Lardner LLP

Exhibit B-2 -- Form of Opinion of Arthur Cox

Exhibit B-3 -- Form of Opinion of Allen & Overy

Exhibit B-4 -- Form of Opinion of Bär & Karrer Ltd.

Exhibit C-1 -- Form of Increasing Lender Supplement

Exhibit C-2 -- Form of Augmenting Lender Supplement

Exhibit D -- Form of Revolving Credit Note

Exhibit E -- List of Closing Documents

Exhibit F-1 -- Form of Affiliate Borrowing Agreement

Exhibit F-2 -- Form of Affiliate Borrowing Termination

Exhibit G-1 -- Form of Borrowing Request

Exhibit G-2 -- Form of Interest Election Request

Exhibits H-1-4 -- Form of U.S. Tax Compliance Certificates

Exhibit I -- Form of Irish Qualifying Lender Confirmation

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

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

ARTICLE I.
DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“ Agreement ” means this Credit Agreement.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period in Dollars on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that for the purpose of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate (or if the LIBO Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

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

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

“ Applicable LC Sublimit ” means (i) with respect to JPMCB in its capacity as an Issuing Bank under this Agreement, $40,000,000, (ii) with respect to Bank of America, N.A. in its capacity as an Issuing Bank under this Agreement, $40,000,000, (iii) with respect to MUFG Bank, Ltd. in its capacity

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

“ Applicable Percentage ” means, with respect to any Lender, the percentage of the Aggregate Commitment represented by such Lender’s Commitment; provided that, in the case of Section 2.24 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the Aggregate Commitment (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

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



Pricing Level	Facility Fee	Eurocurrency Spread	ABR Spread
Level I	0.10%	0.90%	0%
Level II	0.125%	1%	0%
Level III	0.15%	1.10%	0.10%
Level IV	0.175%	1.2%	0.20%
Level V	0.25%	1.50%	0.50%

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

At any time of determination, the Pricing Level shall be determined by reference to the Leverage Level or the Ratings Level, as the Company shall from time to time elect by written notice to the Administrative Agent, and any change in Pricing Level resulting from such election by the Company shall be effected as promptly as practicable by the Administrative Agent after receiving such written

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

Leverage Level Determination



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

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

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

Ratings Level Determination



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

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

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

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

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

“ Arrangers ” means each of JPMCB, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Bank, Ltd., Citigroup Global Markets Inc. and U.S. Bank National Association in its capacity as a joint bookrunner and joint lead arranger hereunder.

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

“ Augmenting Lender ” is defined in Section 2.20 .

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

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

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

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

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

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

“ 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”.

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

“ Borrower ” means the Company or any Affiliate Borrower.

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

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

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

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, the applicable Issuing Bank and the Lenders, as collateral or support for the LC Exposure, cash or deposit account balances, or a standby letter of credit from a financial institution satisfactory to the Administrative Agent, in each case pursuant to documentation in

form and substance reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank (which documents are hereby consented to by the Lenders). Derivatives of such term shall have corresponding meanings.

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

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

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

“ Code ” means the Internal Revenue Code of 1986.

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

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

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

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

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

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

“ Computation Date ” is defined in Section 2.04 .

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

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

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

“ Country Risk Event ” means:

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

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

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

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

(b) force majeure; or

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

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

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

“ Debt ” means, with respect to any Person at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable and accrued liabilities (including employee compensation and benefit obligations) arising in the ordinary course of business, (iv) the outstanding principal obligations of such Person as lessee under capital leases, (v) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person (it being understood that if such Debt has not been assumed by such Person, the amount of such Debt shall be deemed to be the lesser of the fair market value at such date of such asset and the amount of such Debt), (vi) the aggregate outstanding investment or claim held by purchasers, assignees or transferees of (or of interests in) receivables of such Person in connection with any Securitization Transaction, (vii)

all non-contingent reimbursement obligations of such Person under letters of credit and bank guarantees, and (viii) all Debt (as defined above) of others Guaranteed by such Person. Notwithstanding the foregoing, Debt shall exclude (a) any “earnouts” or similar obligations accrued in respect of any Permitted Acquisition, (b) any obligations in respect of customer advances in the ordinary course of business consistent with past practices and (c) defeased and/or discharged indebtedness so long as (i) neither the Parent nor any Subsidiary has any liability (contingent or otherwise) with respect to such indebtedness and (ii) the cash, securities and/or other assets used to defease and/or discharge such indebtedness are not, directly or indirectly, an asset of the Parent or any Subsidiary. In the event any of the foregoing Debt is limited to recourse against a particular asset or assets of such Person, the amount of the corresponding Debt shall be equal to the lesser of the amount of such Debt and the fair market value of such asset or assets at the date for determination of the amount of such Debt. For the avoidance of doubt, the amount of Debt of any Person at any date will be calculated without duplication of any Guarantee in respect thereof.

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

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

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

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

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

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

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

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

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

“ Documentation Agent ” means each of Wells Fargo Bank, National Association, HSBC Bank USA, National Association, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Bank of Montreal, London Branch and Intesa Sanpaolo S.p.A. in its capacity as documentation agent for the credit facility evidenced by this Agreement.

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

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

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

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

“ EBITDA ” means, for any period, the sum of the consolidated net income of the Parent for such period excluding the effect of (a) any non-cash gains (including any non-cash gains arising from the adoption of mark-to-market accounting with respect to pension or other retirement benefit plans); (b) any non-cash losses, charges and expenses (including any non-cash loss, charge or expense arising from the adoption of mark-to-market accounting with respect to pension or other retirement benefit plans); (c) any earnings from discontinued operations (but if such operations are classified as discontinued due

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

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

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

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

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

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

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

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

“ 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.

“ 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 (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the 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.

“ euro ” and/or “ EUR ” means the single currency of the Participating Member States.

“ Eurocurrency ”, when used in reference to a currency means an Agreed Currency and 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 LIBO Rate (other than when used with reference to any Eurocurrency Swingline Loan, in which case “Eurocurrency” means that such Loan bears interest at a rate determined by reference to the Eurocurrency Swingline Rate) except pursuant to clause (c) of the definition of “Alternate Base Rate”.

“ Eurocurrency Payment Office ” of the Administrative Agent shall mean, for each of the Agreed Currencies which is a Foreign Currency and each Designated Loan, the office, branch, affiliate or correspondent bank of the Administrative Agent for such currency or Designated Loan, as applicable, as specified from time to time by the Administrative Agent to the Company and each Lender.

“ Eurocurrency Swingline Loan ” means a Swingline Loan bearing interest at the Eurocurrency Swingline Rate (including, for the avoidance of doubt, a Designated Swingline Loan).

“ Eurocurrency Swingline Rate ” means the sum of (i) the percentage rate per annum which is equal to the rate (rounded upwards to six decimal places) at which overnight deposits in the relevant currency in an amount approximately equal to the amount with respect to which such rate is being determined would be offered by the Swingline Lender as of 11:00 a.m. Local Time on the day of the proposed Eurocurrency Swingline Loan in the London interbank market for such currency to major banks in such market (provided that, if such rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement) plus (ii) the Applicable Rate for Eurocurrency Borrowings.

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

“ Excluded Swap Obligation ” means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the

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

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

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

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

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

“ Extension Availability Period ” means the period beginning on the Effective Date and ending on the five year anniversary thereof.

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

“ 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.

“ FATCA Deduction ” means a deduction or withholding from a payment under a Loan Document required by FATCA.

“ Federal Funds Effective Rate ” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“ Financial Officer ” means (i) with respect to the Company, a Manager of the Company; 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.

“ Foreign Currencies ” means each Agreed Currency other than Dollars.

“ Foreign Currency LC Exposure ” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn, available and unexpired amount of all outstanding Foreign Currency Letters of Credit at such time plus (b) the aggregate principal Dollar Amount of all LC Disbursements in respect of Foreign Currency Letters of Credit that have not yet been reimbursed at such time.

“ Foreign Currency Letter of Credit ” means a Letter of Credit denominated in a Foreign Currency.

“ Foreign Currency Sublimit ” means $300,000,000.

“ 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.

“ Guarantor ” means each of the Parent and the Swiss 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.

“ Impacted Interest Period ” has the meaning assigned to such term in the definition of “LIBO Rate”.

“ Increasing Lender ” has the meaning assigned to such term in Section 2.20 .

“ Incremental Term Loan ” has the meaning assigned to such term in Section 2.20 .

“ Incremental Term Loan Amendment ” has the meaning assigned to such term in Section 2.20 .

“ 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 .

“ Initial Affiliate Borrower ” means Pentair, Inc., a Minnesota corporation.

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

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

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

and expenses and original issue discount, (d) PIK interest, (e) any non-cash expense in respect of any interest component relating to accretion or accrual of discounted liabilities and (f) net receipts (if any) pursuant to Hedging Agreements.

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

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

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

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

“ Ireland ” means Ireland, exclusive of Northern Ireland.

“ Irish Borrower ” means any Affiliate Borrower resident for tax purposes in Ireland.

“ Irish Companies Act ” means the Companies Act 2014 of Ireland.

“ Irish Guarantor ” means the Parent.

“ Irish Loan Party ” means any Irish Borrower or any Irish Guarantor or any Affiliate Borrower incorporated in Ireland.

“ 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 that generally applies to interest receivable in that Relevant Territory by companies 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 market reasons and not for tax avoidance purposes;

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

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

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

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

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

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

(f) an Irish Treaty Lender; or

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

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

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

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

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

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

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

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

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

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

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

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

“ LIBO Rate ” means, with respect to any Eurocurrency Borrowing denominated in any Agreed Currency and for any applicable Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for

such Agreed Currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (in each case the “ LIBOR Screen Rate ”) at approximately 11:00 a.m., London time, on the Quotation Day for such Agreed Currency and Interest Period; provided that, if the LIBOR Screen Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided , further , that if a LIBOR Screen Rate shall not be available at such time for such Interest Period (the “ Impacted Interest Period ”), then the LIBO Rate for such Agreed Currency and such Interest Period shall be the Interpolated Rate; provided , that, if any Interpolated Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. It is understood and agreed that all of the terms and conditions of this definition of “LIBO Rate” shall be subject to Section 2.14 .

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

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

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

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

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

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

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

“ Luxembourg ” means the Grand Duchy of Luxembourg.

“ Luxembourg Debtor Relief Laws ” means (i) bankruptcy ( faillite ) within the meaning of Articles 437 et seq . of the Luxembourg Commercial Code, (ii) controlled management ( gestion contrôlée ) within the meaning of the Luxembourg grand-ducal regulation of May 24, 1935 on controlled management, (iii) voluntary arrangement with creditors ( concordat préventif de la faillite ) within the meaning of the Luxembourg law of April 14, 1886 on arrangements to prevent insolvency amended, (iv) suspension of payments ( sursis de paiement ) within the meaning of Articles 593 et seq. of the Luxembourg Commercial Code, and (v) voluntary or compulsory liquidation pursuant to the Luxembourg law 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 ), controlled management ( gestion contrôlée ), voluntary arrangement with creditors ( concordat préventif de faillite ), suspension of payments ( sursis de paiement ) and voluntary or compulsory liquidation, as such terms are understood within the Luxembourg Debtor Relief Laws, and also means any other proceedings affecting the rights of creditors generally or the appointment of an interim administrator ( administrateur provisoire ).

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

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

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

“ Maturity Date ” means the five year anniversary of the Effective Date, as extended (in the case of each Lender consenting thereto) pursuant to Section 2.25 .

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

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

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

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

“ Note ” means a note substantially in the form of Exhibit D hereto evidencing the Loans made by any Lender to each Borrower.

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

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

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

“ 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, any Lender or any Issuing Bank, 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, Letter of Credit or Loan Document).

“ Other Taxes ” means any and all present or future stamp, registration or documentary taxes or any other excise or property taxes, charges or similar 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 Excluded Taxes.

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

“ Overnight Foreign Currency Rate ” means, for any amount payable in a Foreign Currency, the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency (or if such amount due remains unpaid for more than three Business Days, then for such other relevant period of time) for delivery in immediately available and freely transferable funds would be offered by the Administrative Agent to major banks in the interbank market upon request of such major banks for the relevant currency as determined above and in an amount comparable to the unpaid principal amount of the related Credit Event, plus any taxes, levies, imposts, duties, deductions, charges or withholdings imposed upon, or charged to, the Administrative Agent by any relevant correspondent bank in respect of such amount in such relevant currency.

“ 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) .

“ Participating Member State ” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to economic and monetary union.

“ Patriot Act ” has the meaning assigned to it in Section 9.13 .

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

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

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

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

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

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

“ Prime Rate ” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates)

as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined in good faith by the Administrative Agent) or any similar release by the Board (as determined in good faith by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

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

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

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

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

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

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

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

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

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

“ Relevant Territory ” means:

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

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

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

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

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

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

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

“ Revolving Loan ” means a Loan made pursuant to Section 2.01 .

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

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

“ Sanctions ” means:

(a) economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the US government and administered by OFAC; and

(b) economic or financial sanctions 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 other relevant sanctions authority.

“ Sanctions List ” means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held by the US government and administered by OFAC, the US State Department, the US Department of Commerce or the US Department of the Treasury or the United Nations Security Council or any similar list maintained by any other U.S. government entity 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 consistent with past practice), 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) so long as the Initial Affiliate Borrower is a Borrower hereunder, the Initial Affiliate Borrower and (ii) to the extent the Initial Affiliate Borrower ceases to be a Borrower hereunder in accordance with the terms of Section 2.23 , CT Corporation Systems, with an office on the date hereof at 111 Eighth Avenue, New York, New York 10011.

“ 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 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.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage, liquid asset, fees or similar requirements (including any marginal, special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority, the Board, the Financial Conduct Authority, the Prudential Regulation Authority, the European Central Bank or other Governmental Authority for any category of deposits or liabilities customarily used to fund loans in the applicable currency, expressed in the case of each such requirement as a decimal. Such reserve, liquid asset, fees or similar requirements shall include those imposed pursuant to Regulation D of the Board. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset, fee or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under any applicable law, rule or regulation, including Regulation D of the Board. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement, and the Administrative Agent shall notify the Company promptly of any such adjustment.

“ Subsidiary ” of a Person means a company, corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities

or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent.

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

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

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

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

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

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

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

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

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

“ Swiss Guidelines ” means, together, the guidelines S-02.122.1 in relation to bonds of April 1999 as issued by the Swiss Federal Tax Administration ( Merkblatt S-02.122.1 vom April 1999 betreffend “Obligationen” ), S-02.123 in relation to inter bank transactions of 22 September 1986 as issued by the Swiss Federal Tax Administration ( Merkblatt S-02.123 vom 22 September 1986 betreffend Zinsen von Bankguthaben, deren Gläubiger Banken sind (Interbankguthaben) ), S-02.128 in relation to syndicated credit facilities of January 2000 ( Merkblatt S-02.128 vom Januar 2000 “Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen” ), S-02.130.1 in relation to money market instruments and book claims of April 1999 ( Merkblatt S-02.130.1 vom April 1999 “Geldmarktpapiere und Buchforderungen inländischer Schuldner” ), the circular letter No. 15 ( 1-015-DVS-2007 ) of 7 February 2007 in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes ( Kreisschreiben Nr. 15 “Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben” vom 3. Oktober 2017 ) and the circular letter No. 34 of

26 July 2011 ( 1-034-V-2011 ) in relation to customer credit balances ( Kreisschreiben Nr. 34 “Kundenguthaben” vom 26. Juli 2011 ) as issued, and as amended or replaced from time to time by the Swiss Federal Tax Administration, or as applied in accordance with a tax ruling (if any) issued by the Swiss Federal Tax Administration, or as substituted or superseded and overruled by any law, statute, ordinance, regulation, court decision or the like as in force from time to time.

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

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

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

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

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

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

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

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

“ Switzerland ” means the Swiss Confederation.

“ Syndication Agent ” means each of Bank of America, N.A., MUFG Bank, Ltd., Citibank, N.A. and U.S. Bank National Association in its capacity as syndication agent for the credit facility evidenced by this Agreement.

“ Synthetic Lease Obligations ” means obligations under operating leases (as determined pursuant to Statement of Financial Accounting Standards No. 13) of properties which are reported for United

States income tax purposes as owned by the Parent or a Consolidated Subsidiary. The amount of Synthetic Lease Obligations under any such lease shall be determined in accordance with GAAP as if such operating lease were a capital lease.

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

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

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

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

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

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

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

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

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

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

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

“ UK Bankruptcy Event ” means:

(a) a UK Relevant Entity is unable or admits inability to pay its debts (as defined in section 123(1)(a) of the Insolvency Act 1986) as they fall due or is deemed to or declared to be unable to pay its debts under applicable law, or suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties; or

(b) any corporate action, legal proceedings or other formal procedure or formal step for (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of any UK Relevant Entity; (ii) a composition, compromise, assignment or arrangement with any creditor of any UK Relevant Entity; or (iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any UK Relevant Entity, or any of the assets of any UK Relevant Entity; save that this paragraph (b) shall not apply to any action, proceeding, procedure or formal step which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.

“ UK Borrower ” means any Affiliate Borrower resident for tax purposes in England and Wales.

“ UK Borrower DTTP Filing ” means an HM Revenue & Customs’ Form DTTP2, duly completed and filed by the relevant UK Borrower, which:

(a) where it relates to a UK Treaty Lender that is a Lender on the day this Agreement is entered into (or any amendment hereto), contains the scheme reference number and jurisdiction of tax residence stated on its signature page to this Agreement (or any amendment hereto) or as otherwise notified to the Company by that UK Treaty Lender in writing, and:

(i) where the UK Borrower is an Affiliate Borrower on the day this Agreement (or any amendment hereto) is entered into, is filed with HM Revenue & Customs within 30 days of the date of this Agreement (or any amendment hereto); or

(ii) where the UK Borrower is not an Affiliate Borrower on the day this Agreement is entered into, is filed with HM Revenue & Customs within 30 days of the date on which that UK Borrower becomes an Affiliate Borrower; or

(b) where it relates to a UK Treaty Lender that is not a party to this Agreement on the date on which this Agreement (or any amendment hereto) is entered into, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the relevant Assignment and Assumption, Increasing Lender Supplement or Augmenting Lender Supplement, as the case may be, or as otherwise notified to the Company in writing, and:

(i) where the UK Borrower is an Affiliate Borrower as at the relevant assignment date or the date on which the increase to the Commitments and/or the Incremental Term Loans described in the relevant Increasing Lender Supplement or Augmenting Lender Supplement take effect (as applicable) is filed with HM Revenue & Customs within 30 days of that date; or

(ii) where the UK Borrower is not an Affiliate Borrower as at the relevant assignment date or the date on which the increase to the Commitments and/or the Incremental Term Loans described in the relevant Increasing Lender Supplement or Augmenting Lender Supplement take effect (as applicable) is filed with HM Revenue & Customs within 30 days of the date on which that UK Borrower becomes a Borrower.

“ UK Companies Act ” means the Companies Act 2006 of the United Kingdom.

“ UK CTA 2009 ” means the United Kingdom Corporation Tax Act 2009.

“ UK ITA 2007 ” means the United Kingdom Income Tax Act 2007.

“ UK Loan Party ” means any UK Borrower.

“ UK Qualifying Lender ” means (a) a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and is (i) a Lender (A) which is a bank (as defined for the purpose of section 879 of the UK ITA 2007) making an advance under a Loan Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the UK CTA 2009; or (B) in respect of an advance made under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of the UK ITA 2007) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or (ii) a Lender which is: (A) a company resident in the United Kingdom for United Kingdom tax purposes or (B) a partnership each member of which is (x) a company so resident in the United Kingdom or (y) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the UK CTA 2009) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the UK CTA 2009 or (C) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the UK CTA 2009) of that company; or (iii) a UK Treaty Lender, or (b) a Lender which is a building society (as defined for the purposes of section 880 of the UK ITA 2007) making an advance under a Loan Document.

“ UK Relevant Entity ” means any Borrower or Material Subsidiary that is incorporated in England and Wales, or any other Borrower or Material Subsidiary capable of becoming subject of an order for winding-up or administration under the Insolvency Act 1986.

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

“ UK Tax Deduction ” means a deduction or withholding for, or on account of, Tax imposed by the United Kingdom from a payment under a Loan Document, other than a FATCA Deduction.

“ UK Treaty ” has the meaning assigned to such term in the definition of “UK Treaty State”.

“ UK Treaty Lender ” means a Lender which is (i) treated as a resident of a UK Treaty State for the purposes of the relevant UK Treaty, (ii) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected, and (iii) subject to the completion of procedural formalities, fulfills any other conditions which must be fulfilled under the relevant UK Treaty to obtain exemption from Tax imposed by the United Kingdom on payments of interest.

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

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

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

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

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

SECTION 1.04 Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied without giving effect to such change until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein (including computations in respect of compliance with Sections 6.01 and 6.02 ) shall be made (a) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of the Parent, the Company or any Subsidiary at “fair value”, as defined therein and (b) without giving effect to any treatment of Debt in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Debt in a reduced or bifurcated manner as described therein, and such Debt shall at all times be valued at the full stated principal amount thereof and (ii) except to the extent

contemplated by clause (b) of the second sentence of the definition of “Synthetic Lease Obligations”, without giving effect to any change to, or modification of, or the phase-in of the effectiveness of any amendments to, GAAP which would require the capitalization of leases characterized as “operating leases” as of the Effective Date (it being understood and agreed, for the avoidance of doubt, financial statements delivered pursuant to Section 5.01(a) and 5.01(b) shall be prepared without giving effect to this sentence).

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

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

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

ARTICLE II.

THE CREDITS

SECTION 2.01 Commitments . Subject to the terms and conditions set forth herein, each Lender (severally and not jointly) agrees to make Revolving Loans to the Borrowers in Agreed Loan Currencies from time to time during the Availability Period in an aggregate principal amount that will not, subject to fluctuations in currency exchange rates and Section 2.11.2 and subject to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a) , result in (a) subject to Section 2.04 , the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (b) subject to Section 2.04 , the Dollar Amount of the Total Revolving Credit Exposures exceeding the Aggregate Commitment, (c) subject to Section 2.04 , the sum of the aggregate principal Dollar Amount of all Loans outstanding to Affiliate Borrowers exceeding the Affiliate Borrower Sublimit or (d) subject to Section 2.04 , the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit.

Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

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

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

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

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

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

Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the name of the applicable Borrower;

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

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

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

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

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

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

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

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

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

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

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

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

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

(c) Any Swingline Lender may by written notice given to the Administrative Agent require the Lenders to acquire participations in all or a portion of its Swingline Loans outstanding in the applicable Agreed Currency of such Swingline Loan or Loans. Such notice shall specify the aggregate amount and Agreed Currency of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans and the applicable Agreed Currency of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, Local Time, on a Business Day, no later than 5:00 p.m., Local Time, on such Business Day and if received after 12:00 noon, Local Time, on a Business Day, no later than 10:00 a.m., Local Time, on the immediately succeeding Business Day), to pay in the applicable Agreed Currency to the Administrative Agent, for the account of such Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any

offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to such Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Company promptly of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to such Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or other party on behalf of such Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve any Borrower of any default in the payment of any Swingline Loan made to such Borrower.

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

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

SECTION 2.06 Letters of Credit . (a) General . Subject to the terms and conditions set forth herein, the Company may request the issuance of Letters of Credit (or the amendment, renewal or extension of any outstanding Letter of Credit) denominated in Agreed LC Currencies for its own account, as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent, the Company and the Issuing Bank issuing such Letter of Credit, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Company to, or entered into by the Company with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control; provided, however, if any Issuing Bank is requested to issue Letters of Credit with respect to a jurisdiction such Issuing Bank deems, in its reasonable judgment applied generally to substantially similar credit facilities for which it acts as an issuing bank, may at any time subject it to a New Money Credit Event or a Country Risk Event, the Issuing Bank shall promptly notify the Company of such determination prior to the issuance of any Letter of Credit, and the Company shall either withdraw its request to issue such Letter of Credit or, at the request of such Issuing Bank, guaranty and indemnify such Issuing Bank against any and all costs, liabilities and losses resulting from such New Money Credit Event or Country Risk Event, in each case in a form and substance reasonably satisfactory to such Issuing Bank. Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation hereunder

to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Designated Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions, (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (iii) in any manner that would result in a violation of one or more policies of such Issuing Bank applicable to letters of credit generally. The Parent unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Parent will be fully responsible for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of interest thereon and the payment of fees due under Section 2.12(b) to the same extent as if it were the sole account party in respect of such Letter of Credit (the Parent hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety of the obligations of such a Subsidiary that is an account party in respect of any such Letter of Credit).

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

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

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

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

Any payment made by a Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans, Eurocurrency Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement. If the Company’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, any Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Administrative Agent shall promptly notify the Company prior to payment by the Company, and the Company shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the relevant Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Dollar Amount, calculated on the date such LC Disbursement is made, of such LC Disbursement.

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

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

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

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

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

(j) Cover . If (x) any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph or (y) the Company requests the issuance of a Letter of Credit with an expiry date that is later than the expiry date prescribed in clause (c) of this Section 2.06 (an “ Extended Letter of Credit ”), the Company shall either (A) cover by arranging for the issuance of one or more standby letters of credit issued by an issuer, and otherwise on terms and conditions, satisfactory to the Administrative Agent or (B) deposit cash in an account with the Administrative Agent, in each case in the name of the Administrative Agent and for the benefit of the Administrative Agent, the Issuing Banks and the Lenders, and in an amount equal to (1) with respect to a Letter of Credit denominated in Dollars, 100% and (2) with respect to a Foreign Currency Letter of Credit, 105%, in each case of the Dollar Amount of the LC Exposure in respect of such Extended Letter of Credit (in the case of the foregoing clause (y)) or in the aggregate (in the case of the foregoing clause (x)) as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Company is not late in reimbursing shall be covered or deposited in the applicable Foreign Currencies in an amount equal to 105% of the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to provide such letter(s) of credit cover or deposit such cash collateral shall become effective immediately, and such cover or deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Company described in clause (f), (g) or (h) of Article VII . For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the Dollar Amount thereof on the date notice demanding letter of credit cover or cash collateralization is delivered

to the Company. The Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11.2 . Any such deposits shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Such deposits shall bear interest, and such deposits shall be invested by the Administrative Agent in direct short term obligations of, or in other short term obligations which are unconditionally guaranteed with respect to all principal thereof and interest thereon by, the United States, in each case maturing no later than the expiry date of the Letter of Credit giving rise to LC Exposure. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Company for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations; provided that at any time that the money remaining in such account exceeds the LC Exposure by $100,000 or more, the Administrative Agent will, promptly after request therefor by the Company at any time that no Default shall exist, deliver such excess to the Company. If the Company is required to provide an amount of cash collateral or letter of credit cover hereunder as a result of the occurrence of an Event of Default, such amount or letter of credit (to the extent not applied as aforesaid) shall be returned to the Company or the issuer of such letter of credit (as applicable) within three (3) Business Days after all Events of Default have been cured or waived.

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

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

such failure and the amount and currency of such LC Disbursement and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request.

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

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

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

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

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

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

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

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

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

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

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

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

Designated Loans) may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Revolving Borrowing denominated in Dollars (other than Designated Loans) shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) unless repaid, each Eurocurrency Revolving Borrowing denominated in a Foreign Currency and each Designated Loan shall automatically be continued as a Eurocurrency Borrowing with an Interest Period of one month.

SECTION 2.09 Termination and Reduction of Commitments .

(a) Unless previously terminated, the Commitments shall terminate on the Maturity Date (subject to Section 2.25 ).

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

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

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

SECTION 2.10 Repayment of Loans; Evidence of Indebtedness .

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

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

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

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

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

SECTION 2.11 Prepayment of Loans .

SECTION 2.11.1. Voluntary Prepayments .

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

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

SECTION 2.11.2. Mandatory Prepayments . If at any time, (i) other than as a result of fluctuations in currency exchange rates, (w) the aggregate principal Dollar Amount of the Total Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the Aggregate Commitment, (x) the aggregate principal Dollar Amount of all Loans (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) outstanding denominated in Foreign Currencies exceeds the Foreign Currency Sublimit, (y) the aggregate principal Dollar Amount of all Loans (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) outstanding to the Affiliate Borrowers exceeds the Affiliate Borrower Sublimit or (z) the aggregate principal Dollar Amount of all Swingline Loans (calculated, with respect to those Swingline Loans denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Swingline Loan) outstanding denominated in Foreign Currencies exceeds the Swingline Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (w) the aggregate principal Dollar Amount of the Total Revolving Credit Exposures (as so calculated) exceeds 105% of the Aggregate Commitment, (x) the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (as so calculated) denominated in Foreign Currencies exceeds 105% of the Foreign Currency Sublimit, (y) the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (as so calculated) to the Affiliate Borrowers exceeds 105% of the Affiliate Borrower Sublimit or (z) the

aggregate principal Dollar Amount of all Swingline Loans (as so calculated) denominated in Foreign Currencies exceeds 105% of the Swingline Foreign Currency Sublimit, the Borrowers shall, promptly after receipt of written notice from the Administrative Agent, repay Borrowings and, if no Borrowings are then outstanding, Cash Collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j) , in an aggregate principal amount sufficient to eliminate any such excess.

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

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

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

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

SECTION 2.13 Interest .

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

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

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

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

(e) By entering into this Agreement, the parties have assumed in bona fide that the interest payable hereunder is not and will not become subject to any deduction or withholding of Taxes for Swiss Withholding Tax. Nevertheless, if a deduction or withholding of Taxes for Swiss Withholding Tax is required by Swiss law to be made by the Swiss Borrower in respect of any interest payable by it under a Loan Document then:

(i) the applicable interest rate in relation to that interest payment shall be

(A) the interest rate which would have applied to that interest payment (as provided for in this Section 2.13 ) in the absence of this paragraph (e) , divided by

(B) one (1) minus the rate at which the relevant deduction or withholding of Taxes for Swiss Withholding Tax is required to be made (where the rate at which the relevant deduction or withholding of Taxes for Swiss Withholding Tax is required to be made is for this purpose expressed as a fraction of (1) rather than as percentage);

(ii) the Swiss Borrower shall: (i) pay the relevant interest at the adjusted rate in accordance with paragraph (a) above and (ii) make the deduction or withholding of Taxes for Swiss Withholding Tax on the interest so recalculated; and

(iii) all references to a rate of interest with respect to any Loan shall be construed accordingly.

To the extent that interest payable by a Swiss Borrower under this Agreement becomes subject to Swiss Withholding Tax, each relevant Lender and each Swiss Borrower shall promptly cooperate by completing any procedural formalities (including submitting forms and documents required by the appropriate Tax authority) to the extent possible and necessary for that Swiss Borrower to obtain authorization to make interest payments without them being subject to Swiss Withholding Tax or to being subject to Swiss Withholding Tax at a rate reduced under applicable double taxation treaties.

In the event Swiss Withholding Tax is refunded to a Lender by the Swiss Federal Tax Administration, the relevant Lender shall forward, after deduction of any due payment to be made at the time of such refund by the relevant Swiss Borrower under this Agreement and costs, such amount to the relevant Swiss Borrower.

(f) The Swiss Borrower is not required to make an increased payment to a Lender under paragraph (e) above by reason of a deduction or withholding of Taxes for Swiss Withholding Tax due to a breach of the Swiss Non-Bank Rules (i) if such lender has made an incorrect declaration of its status as to whether or not it is a Swiss Qualifying Lender, (ii) has breached the assignment, transfer or exposure transfer restrictions pursuant to Section 9.04(b)(ii)(G) (Successors and Assigns), or (iii) has ceased to be a Swiss Qualifying Lender other than as a result of any change after the date it became a Lender under this agreement in (or in the interpretation, administration or application of) any law or double taxation treaty, or any published practice or published concession of any relevant taxing authority.

SECTION 2.14 Alternate Rate of Interest .

(a) If at the time that the Administrative Agent shall seek to determine the LIBOR Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing the LIBOR Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent demonstrable error), then the Reference Bank Rate shall be the LIBO Rate for such Interest Period for such Eurocurrency Borrowing; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided , further , however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing, (i) if such Borrowing shall be requested in Dollars (other than Designated Loans), then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate (disregarding clause (c) of the definition thereof) and (ii) if such Borrowing shall be requested in any Foreign Currency or if such Borrowing is a Designated Loan, the LIBO Rate shall be equal to the rate determined by the Administrative Agent in its sole reasonable discretion and consented to in writing by the Company and the Required Lenders (the “ Alternative Rate ”), provided, however, that until such time as the Alternative Rate shall be determined and so consented to by the Company and the Required Lenders, Borrowings shall not be available in such Foreign Currency or as a Designated Loan, as the

case may be. It is hereby understood and agreed that, notwithstanding anything to the foregoing set forth in this Section 2.14(a), if at any time the conditions set forth in Section 2.14(c)(i) or (ii) are in effect, the provisions of this Section 2.14(a) shall no longer be applicable for any purpose of determining any alternative rate of interest under this Agreement and Section 2.14(c) shall instead be applicable for all purposes of determining any alternative rate of interest under this Agreement.

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

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

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

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

(c) Notwithstanding the foregoing, if at any time the Administrative Agent determines (which determination shall be conclusive absent demonstrable error) that (i) the circumstances set forth in Section 2.14(b)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in Section 2.14(b)(i) have not arisen but the supervisor for the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Notwithstanding anything to the contrary in this Agreement, until an alternate rate of interest shall be determined in accordance with this Section 2.14(c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.14(c) , only to the extent the LIBOR Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), (x) any Interest

Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing in the applicable currency or for the applicable Interest Period, as the case may be, shall be ineffective, (y) if any Borrowing Request requests a Eurocurrency Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing and (z) if any Borrowing Request requests a Eurocurrency Borrowing in a Foreign Currency, then such request shall be ineffective.

SECTION 2.15 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 LIBO Rate) or any Issuing Bank;

(ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject the Administrative Agent, any Lender or any Issuing Bank to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations 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 into or maintaining any Loan or of maintaining its obligation to make any such Loan or to increase the cost to the Administrative Agent, such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the Administrative Agent, such Lender or Issuing Bank hereunder, whether of principal, interest or otherwise, then the applicable Borrower will pay to the Administrative Agent, such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate the Administrative Agent, such Lender or Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered as reasonably determined by such Lender or such Issuing Bank (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 or the applicable Issuing Bank under agreements having provisions similar to this Section 2.15 after consideration of such factors as such Lender or such Issuing Bank then reasonably determines to be relevant).

(b) If any Lender or Issuing Bank 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 or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the applicable Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered as reasonably determined by such Lender or such Issuing Bank (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 or the applicable Issuing Bank under agreements having provisions similar to this Section 2.15 after consideration of such factors as such Lender or such Issuing Bank then reasonably determines to be relevant).

(c) A certificate of a Lender or an Issuing Bank setting forth in reasonable detail the computation of the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Company contemporaneously with any demand for payment hereunder and shall be conclusive absent clearly demonstrable error. The Company shall pay, or cause the other Borrowers to pay, such Lender or Issuing Bank, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof.

(d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions if such Lender or such Issuing Bank fails to notify the Company within 90 days after it obtains actual knowledge (or, in the exercise of ordinary due diligence, should have obtained actual knowledge) and such Lender and such Issuing Bank 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 or such Issuing Bank provided notice thereof to the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’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 2.16 Break Funding Payments . In the event of (a) the payment of any principal of any Eurocurrency 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 2.11 ), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section 2.19 or 9.02(e) , then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the relevant currency of a comparable amount and period from other banks in the eurocurrency market. 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 applicable Borrower contemporaneously with the demand for payment and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

SECTION 2.17 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, subject to Section 2.17(m) and 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 (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 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; provided , however , in no event will a payment be increased under this paragraph (a) by reason of a deduction on account of Taxes imposed by Luxembourg, if on the date on which the payment falls due a deduction is required in respect of the Luxembourg law of 23 December 2005, as amended, introducing in Luxembourg a 20% withholding tax as regards Luxembourg resident individuals.

(b) In addition, each Borrower 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 Borrower.

(c) The 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 such Borrower 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 Company 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 manifest error. This paragraph (c) shall not apply to the extent such Taxes would have been compensated for by an increased payment under Section 2.17(m)(i) but were not so compensated solely because one of the exclusions set forth in Section 2.17(m)(iii) applied.

(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) (i) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which a Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to such Borrower (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 Borrower as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if reasonably requested by any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A) and (ii)(B) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to

any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. For the avoidance of doubt, this Section 2.17(e)(i) shall not apply to UK Treaty Lenders (to which the provisions of Section 2.17(m)(vi) shall apply).

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

(A) any U.S. Lender shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following is applicable:

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

(2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or

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

(5) for purposes of furnishing the U.S. Tax Compliance Certificate as described in the foregoing clauses (3) and (4), if a Foreign Lender (or a foreign Participant) is a Disregarded Entity, the Foreign Lender will submit such

certificate based on the status of the Person that is treated for U.S. federal income tax purposes as being the sole owner of such Lender or Participant; and

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(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 the Borrowers or with respect to which a Borrower has paid additional amounts pursuant to this Section 2.17 , it shall pay over such refund to such Borrower (but only to the extent of the indemnity payments made under this Section 2.17 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). Such Borrower, 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 a Borrower 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 any 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 2.17(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 Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company 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 Company or the Administrative Agent as may be necessary for the Company 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 2.17(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 I hereto (such certificate, an “ Irish Qualifying Lender Confirmation ”). Each Lender shall, upon reasonable written request from the Company or the Administrative Agent provide an updated Irish Qualifying Lender Confirmation. No Irish Borrower is required to make an increased payment in respect of any withholding tax for or on account of Irish Taxes pursuant to Section 2.17(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 Borrower 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 Borrower to obtain authorisation to make the payment without withholding.

(k) The indemnity contained in Section 2.17(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 2.17(a) ; or

(ii) would have been compensated for by an increased payment under Section 2.17(a) but was not so compensated solely because the exclusion in Section 2.17(j) applied.

(l) Any Lender to which interest may be paid by the Irish Borrower 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 the Irish Borrower (a) confirm its name, address and country of tax residence to the Irish Borrower for the purposes of complying with a reporting obligation under section 891A of the Irish TCA, and (b) provide the Irish Borrower with any information that is required for the Irish Borrower 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 2.17(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) United Kingdom Withholding Matters.

(i) If a UK Tax Deduction is required by law to be made by any Loan Party, the amount of the payment due from that Loan Party shall be increased to an amount which (after making any UK Tax Deduction) leaves an amount equal to the payment which would have been due if no UK Tax Deduction had been required.

(ii) The Company shall promptly upon becoming aware that a Loan Party must make a UK Tax Deduction (or that there is any change in the rate or the basis of a UK Tax Deduction) notify the Administrative Agent accordingly. Similarly, a Lender or Issuing Bank shall promptly notify the Administrative Agent on becoming so aware in respect of a payment payable to that Lender or Issuing Bank. If the Administrative Agent receives such notification from a Lender or Issuing Bank it shall promptly notify the Company. For the avoidance of doubt, any failure by a Lender or Issuing Bank to comply with this Section 2.17(m)(ii) shall not limit or otherwise affect any of such Lender’s or Issuing Bank’s rights under any Loan Document or any obligation of a Loan Party under any Loan Document.

(iii) In the case of a Lender advancing a Loan to a UK Borrower, a payment by a UK Borrower shall not be increased pursuant to Section 2.17(a) or Section 2.17(m)(i) by reason of a UK Tax Deduction on interest if on the date on which the payment falls due (A) the payment could have been made to the relevant Lender without a UK Tax Deduction if the Lender had been a UK Qualifying Lender, but on that date that Lender is not or has ceased to be a UK Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or UK Treaty, or any published practice or published concession of any relevant taxing authority or (B) the relevant Lender is a UK Treaty Lender and the UK Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the UK Tax Deduction had that Lender complied with its obligations under Section 2.17(m)(vi) or Section 2.17(m)(vii) , as applicable, or (C) the relevant Lender is a UK Qualifying Lender solely by virtue of clause (a)(ii) of the definition of “UK Qualifying Lender” and (x) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “ Direction ”) under section 931 of the UK ITA 2007 which relates to the payment and that Lender has received from the Borrower making the payment a certified copy of that Direction and (y) the payment could have been made to the Lender without any UK Tax Deduction if that Direction had not been made, or (D) the relevant Lender is a UK Qualifying Lender solely by virtue of clause (a)(ii) of the definition of “UK Qualifying Lender” and (x) the relevant Lender has not given a UK Tax Confirmation to the relevant UK Borrower or the Company and (y) the payment could have been made to the relevant Lender without any UK Tax Deduction if the Lender had given a UK Tax Confirmation to the relevant UK Borrower or the Company, on the basis that the UK Tax Confirmation would have enabled the UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the UK ITA 2007.

(iv) Within thirty days of making either a UK Tax Deduction or any payment required in connection with that UK Tax Deduction the Loan Party making that UK Tax Deduction shall deliver to the Administrative Agent for the Recipient entitled to the payment a statement under section 975 of the UK ITA 2007 or other evidence reasonably satisfactory to such Recipient that the UK Tax Deduction has been made or (as applicable) any appropriate payment paid to HM Revenue & Customs.

(v) If a Loan Party is required to make a UK Tax Deduction, that Loan Party shall make that UK Tax Deduction and any payment required in connection with that UK Tax Deduction within the time allowed and the minimum amount required by law.

(vi) In the case of a Lender advancing a Loan to a UK Borrower:

(A) Subject to (B) below, each UK Treaty Lender and each Loan Party which makes a payment to which that UK Treaty Lender is entitled shall cooperate in completing any procedural formalities necessary for such Loan Party to obtain authorization to make such payment without a UK Tax Deduction.

(B) (1) A UK Treaty Lender which becomes a party to this Agreement (a “ Party ”) on the day on which this Agreement (or any amendment hereto) is entered into that (x) holds a passport under the HM Revenue & Customs DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence on its signature page to this Agreement (or any amendment hereto) or otherwise in writing to the Company; and

(1) a Lender which becomes a Lender hereunder after the day on which this Agreement (or any amendment hereto) is entered into that (x) holds a passport under the HM Revenue & Customs DT Treaty Passport scheme and (y) wishes such scheme to apply to this Agreement, shall provide its scheme reference number and its jurisdiction of tax residence in the Assignment and Assumption, Increasing Lender Supplement or Augmenting Lender Supplement, as the case may be, or otherwise in writing to the Company;

and having done so, that Lender shall not be under any obligation pursuant to paragraph (A) above.

(C) Upon satisfying either paragraph (A), (B)(1) or (B)(2) above, such Lender shall have satisfied its obligations under Section 2.17(e)(i) (in respect of a UK Tax Deduction).

(vii) If a UK Treaty Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Section 2.17(m)(vi)(B) above, the UK Borrower(s) making payments to that UK Treaty Lender shall make a UK Borrower DTTP filing with respect to such Lender, and shall promptly provide such Lender with a copy of such filing; provided that, if a UK Borrower making a payment to that UK Treaty Lender has made a UK Borrower DTTP Filing in respect of that UK Treaty Lender but:

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

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

and in each case, such UK Borrower has notified that UK Treaty Lender in writing of either (A) or (B) above, then such UK Treaty Lender and such UK Borrower shall co-operate in completing any additional procedural formalities necessary for such UK Borrower to obtain authorization to make that payment without a UK Tax Deduction.

(viii) If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with Section 2.17(m)(vi)(B) above, no Loan Party shall make a UK Borrower DTTP Filing or file any other form relating to the HM Revenue & Customs DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees.

(ix) Each Lender which becomes a Party after the date of this Agreement (a “ New Lender ”) shall indicate in the relevant Assignment and Assumption, Increasing Lender Supplement or Augmenting Lender Supplement (as applicable) which it executes on becoming a Party, and for the benefit of the Administrative Agent and without liability to any Loan Party, which of the following categories it falls in: (i) not a UK Qualifying Lender; (ii) a UK Qualifying Lender (other than a UK

Treaty Lender); or (iii) a UK Treaty Lender, and if the New Lender fails to indicate its status in accordance with this Section 2.17(m)(ix) then such New Lender shall be treated for the purposes of this Agreement (including by each Loan Party) as if it is not a UK Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall inform the relevant UK Borrower). For the avoidance of doubt, an Assignment and Assumption, Increasing Lender Supplement or Augmenting Lender Supplement shall not be invalidated by any failure of a Lender to comply with this Section 2.17(m)(ix) .

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

(n) VAT .

(i) All amounts set out or expressed in a Loan Document to be payable by any Party to any Recipient which (in whole or in part) constitute the consideration for any supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to Section 2.17(n)(ii) below, if VAT is or becomes chargeable on any supply made by any Recipient to any Party under a Loan Document and such Recipient is required to account to the relevant tax authority for the VAT, that Party shall pay to such Recipient, as applicable, (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Recipient, as applicable, shall promptly provide an appropriate VAT invoice to such Party).

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

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

(B) where the VAT Recipient is the person required to account to the relevant tax authority for the VAT, the Subject Party shall promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(iii) Where a Loan Document requires any Party to reimburse or indemnify a Recipient for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that the Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(iv) Any reference in this Section 2.17(n) to any Party shall, at any time when such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

(o) In relation to any supply made by a Recipient to any Party under a Loan Document, if reasonably requested by such Recipient, that Party must promptly provide details of its VAT registration and such other information as is reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to such supply.

(p) Survival . Each party’s obligations under this Section 2.17 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 Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(q) Defined Terms . For purposes of this Section 2.17 , the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.

SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs .

(a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments denominated in Dollars (other than in respect of Designated Loans), 1:00 p.m., Chicago time and (ii) in the case of payments denominated in a Foreign Currency or in respect of Designated Loans, 1:00 p.m., Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency or Designated Loan, as applicable, in each case on the date when due, 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 (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603 or, in the case of a Credit Event denominated in a Foreign Currency or a Designated Loan, the Administrative Agent’s Eurocurrency Payment Office for such currency or Designated Loan, as applicable, except payments to be made directly to an Issuing Bank or a Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. 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. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “ Original Currency ”) no longer exists or any Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by such Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations.

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

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

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

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

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

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

SECTION 2.20 Expansion Option . The Company may from time to time elect to increase the Commitments or enter into one or more tranches of term loans (each an “ Incremental Term Loan ”), in each case in a minimum amount of $25,000,000 and minimum increments of $1,000,000 in excess thereof, so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loans does not exceed $300,000,000. The Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans, an “ Increasing Lender ”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “ Augmenting Lender ”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Commitments, or to participate in such Incremental Term Loans, or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender shall be subject to the approval of the Company, the Administrative Agent, and in the case of an increase in the Commitments, each Issuing Bank and Swingline Lender (each such consent, not to be unreasonably withheld, conditioned or delayed) and (ii) (x) in the case of an Increasing Lender, the Company and such Increasing Lender execute an agreement substantially in the form of Exhibit C-1 hereto, and (y) in the case of an Augmenting Lender, the Company and such Augmenting Lender execute an agreement substantially in the form of Exhibit C-2 hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuant to this Section 2.20. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company and (B) the Company shall be in compliance (on a pro forma basis) with the covenants contained in Sections 6.01 and 6.02 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrowers to borrow hereunder after giving effect to such increase or Incremental Term Loans, as the case may be. On the effective date of any increase in the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the applicable Borrower, or the Company on behalf of the applicable Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “ Incremental Term Loan Amendment ”) of this Agreement and, as appropriate, the other Loan Documents,

executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, or provide Incremental Term Loans, at any time.

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

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

amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to such Borrower.

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

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

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

(b) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be reasonably determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent (but as promptly as commercially practicable) hereunder; second , to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third , to Cash Collateralize the Issuing Banks’ LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth , as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Banks’ future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth , to the payment of any amounts owing to the Lenders, the Issuing Banks or Swingline Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement or under any other Loan Document; and eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect

of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;

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

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

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

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

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

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

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

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

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

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

SECTION 2.25 Extension of Maturity Date.

(a) Requests for Extension . The Company may, by notice to the Administrative Agent (who shall promptly notify the Lenders) during the Extension Availability Period, request that each Lender extend such Lender’s Maturity Date to a date (the “ Extended Maturity Date ”) that does not cause the tenor of any Lender’s Commitment to exceed five (5) years from the date upon which the conditions precedent to the effectiveness of such extension of the Maturity Date set forth in clause (f) below have been satisfied (an “ Extension Date ”).

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

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

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

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

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

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

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

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

(g) Maturity Date for Non-Extending Lenders . On the Maturity Date of each Non-Extending Lender, (i) the Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Company shall repay such Non-Extending Lender in accordance with Section 2.10 (and shall pay to such Non-Extending Lender all of the other Obligations due and owing to it under this Agreement) and after giving effect thereto shall prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 2.16 ) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date, and the Administrative Agent shall administer any necessary reallocation of the Revolving Credit Exposures (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).

(h) Conflicting Provisions . This Section shall supersede any provisions in Section 2.18 or Section 9.02 to the contrary.

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 , 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 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 any 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, 2017 and the related consolidated statements of income and cash flows for the fiscal year then ended, reported on by Deloitte & Touche LLP and as filed with the SEC on Form 10-K, a copy of which has been made available to each Lender, 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) The unaudited consolidated balance sheet of the Parent and its Consolidated Subsidiaries at March 31, 2018 and the related unaudited consolidated statements of income and cash flows for the three months then ended, a copy of which has been made available to each Lender, fairly present in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in clause (a) above (except as otherwise expressly noted therein), 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 three-month period (subject to normal year-end adjustments and the absence of footnotes).

(c) Except as disclosed in the Public Filings, no change, occurrence or development has occurred since December 31, 2017 that has had or could reasonably be expected to have a material adverse effect on the business, assets, operations or financial condition of the Parent and its Subsidiaries, taken as a whole.

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 in any jurisdiction or that any stamp, registration or similar Taxes be paid on or in relation to the Loan Documents or the transactions contemplated by 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 . The Parent conducts in the ordinary course of business a review of the effect of existing Environmental Laws and existing Environmental Claims on the business, operations and properties of the Parent and its Subsidiaries, and as a result thereof the Parent has reasonably concluded that such Environmental Laws and Environmental Claims could not, individually or in the aggregate, 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 Borrowers 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).

SECTION 3.12 Anti-Corruption Laws and Sanctions .

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

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

(i) is a Designated Person;

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

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

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

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

SECTION 3.14 Swiss Non-Bank Rules . Each Swiss Loan Party is in compliance with the Swiss Non-Bank Rules. For the purposes of this Section 3.14 , (a) each Swiss Loan Party shall assume that the aggregate number of Lenders under this Agreement which are Swiss Non-Qualifying Lenders is five (5), and (b) no Default or Event of Default with respect to this Section 3.14 shall be deemed to exist due to any inaccuracy of the representation and warranty contained herein that arises from (i) an inaccurate representation and warranty by a Lender pursuant to Section 9.17 , (ii) any assignment or participation by a Lender to a Person that is a Swiss Non-Qualifying Lender without the consent of the Company or (iii) any Lender ceasing to be a Swiss Qualifying Lender so long as commencing promptly after the Company obtains Knowledge of such event, the Company and each Swiss Loan Party take all reasonable steps to cause each Swiss Loan Party to be in compliance with the Swiss Non-Bank Rules.

SECTION 3.15 EEA Financial Institutions . No Loan Party is an EEA 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 the United Kingdom.

ARTICLE IV.

CONDITIONS

SECTION 4.01 Effective Date . This Agreement and the other Loan Documents shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(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, (iii) Allen & Overy, Société en Commandite Simple, inscrite au barreau de Luxembourg , special Luxembourg counsel for the Loan Parties and (iv) Bär & Karrer Ltd., special Swiss counsel for the Loan Parties, substantially in the form of Exhibits B-1 , B-2 , B-3 and B-4 , respectively, and covering such other matters relating to the Parent, the Company, the Initial Affiliate Borrower, the Swiss Guarantor, this Agreement or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests each such counsels to deliver such opinions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(d) In the event an Affiliate Borrower is organized under the laws of Switzerland, (i) a copy of the constitutional documents of such Affiliate Borrower, being a certified excerpt of the competent commercial register, a certified copy of the articles of association (containing a financial assistance clause allowing for up- and cross-stream security) and (if applicable and relevant), a copy of the duly signed and approved organizational regulations; (ii) a copy of a resolution of the board of directors of such Affiliate Borrower authorizing the execution, delivery and performance of each Loan Document to which it is a party; (iii) a copy of a resolution of its shareholders’ meeting, approving the terms of, and the transactions contemplated by, the Loan Documents to which such Affiliate Borrower is a party and (iv) a certificate of the board of directors of such Affiliate Borrower certifying (a) that there have been no changes in the constitutional documents of such Affiliate Borrower as set out in Section 4.03(a)(i) above, as attached thereto and as certified as of a recent date by the commercial register, if applicable, since the date of the certification thereof by such commercial register, (b) resolutions of the Board of Directors or other governing body of such Affiliate Borrower authorizing the execution, delivery and performance of each Loan Document to which it is a party, and (c) the names and true signatures of the authorized signatories of such Affiliate Borrower authorized to sign the Loan Documents to which it is a party, and authorized to request Borrowings and/or LC Disbursements under the Credit Agreement; and

(e) In the event an Affiliate Borrower is incorporated under the laws of Ireland, evidence that entry into and performance of the Loan Documents by such Affiliate Borrower will not constitute a breach of Section 239 of the Companies Act, 2014 of Ireland or a breach of Section 82 of the Companies Act, 2014 of Ireland.

ARTICLE V.

AFFIRMATIVE COVENANTSThe Loan Parties agree that so long as any Lender has any Commitment hereunder or any amount payable by any Borrower hereunder remains unpaid (other than contingent indemnification and similar obligations not yet due and obligations that are Cash Collateralized):

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.

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

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

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

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

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

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

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

(j) Other Information . From time to time such additional information regarding the financial position or business of the Loan Parties (including in connection with the Patriot Act) as the Administrative Agent, at the request of any Lender, may reasonably request.

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 Loans solely for working capital needs and for general corporate purposes (including Permitted Acquisitions, permitted share repurchases, capital expenditures and repayment of Debt) of the Parent, each Borrower and the Subsidiaries. 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.

Each Loan Party shall (and the Company shall ensure that each Subsidiary will) ensure that no proceeds of the Loans will be used in a manner which would constitute a “use of proceeds in Switzerland” as interpreted by Swiss tax authorities for purposes of Swiss Withholding Tax, unless a written confirmation or countersigned tax ruling application from the Swiss Federal Tax Administration has been obtained (in form and substance satisfactory to the Administrative Agent) confirming that such use does not result in the Loan qualifying as a Swiss financing for Swiss Withholding Tax purposes.

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, each Borrower will maintain in effect and enforce policies and procedures designed to promote and achieve compliance by such 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 Borrowers . 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 Borrower (unless, in the case of any Borrower other than the Company, such Borrower and has ceased to be a party hereto pursuant to Section 2.23 ).

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 Swiss Non-Bank Rules . Each Swiss Loan Party shall at all times comply with the Swiss Twenty Non-Bank Rule, to the extent applicable; provided that a Swiss Loan Party shall not be in breach of this Section 5.07 if non-compliance arises solely as a consequence of (a) an inaccurate representation and warranty by a Lender pursuant to Section 9.17 ; (b) any assignment or participation by a Lender to a Person that is not a Swiss Qualifying Lender without the consent of the Company; or (c) any Lender ceasing to be a Swiss Qualifying Lender so long as commencing promptly after the Company obtains knowledge of such event, the Company and such Swiss Loan Party take all reasonable steps to cause the number of creditors of such Swiss Loan Party relevant under the Swiss Twenty Non-Bank Rule to be not more than 20.

SECTION 5.08 Loan Party Location . The Parent will cause (i) each 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) each 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 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.

SECTION 5.09 Tax Residence . No Loan Party may change its residence for Tax purposes.

SECTION 5.10 Service of Process Agent . To the extent that the Company wishes to terminate the Initial Affiliate Borrower as a Borrower hereunder, the Company will provide to the Administrative Agent prior to, or substantially contemporaneously with, such termination 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 Company and each Affiliate Borrower as their agent to receive service of process as specified in this Agreement.

ARTICLE VI.

NEGATIVE COVENANTS

The Loan Parties agree that so long as any Lender has any Commitment hereunder or any amount payable by any Borrower hereunder remains unpaid (other than contingent indemnification and similar obligations not yet due and obligations that are Cash Collateralized):

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 Company 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 Company 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 Company 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;

(c) statutory 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 proceedings, 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 (j) 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; and

(aa) in addition to Liens permitted by clauses (a) through (z) 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 (aa), does not exceed the greater of (i) $300,000,000 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 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 Company) 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);

(c) (i) Debt 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 regarding 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) Debt of Affiliate Borrowers arising under the Loan Documents; and

(m) other Debt in an aggregate principal amount not to exceed the greater of (i) $425,000,000 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 Borrowers 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 each Affiliate 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 Sanctions.

(b) The Parent shall not, and shall ensure that none of the Borrowers 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 each Affiliate 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.

(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.

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) any Borrower shall fail to pay within two (2) Business Days of the date due any principal of any Loan; or any 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 or any of Sections 6.01 to 6.06 , inclusive;

(c) any 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, (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 Indebtedness 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 or (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;

(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; or a UK Bankruptcy Event occurs with respect to any UK Relevant Entity;

(h) without prejudice to any other provisions of this Article VII , (i) any of the following occurs in respect of a Swiss Loan Party: the occurrence of any event or procedure in relation to a Swiss Borrower which is analogous to those listed in the clauses (a) , (f) and (g) of this Article VII above including, inter alia , “ hälftiger Kapitalverlust ” or “ Überschuldung ” within the meaning of art. 725 and art. 820 para. 1 of the Swiss Federal Code of Obligations (CO) (half of the share capital and the legal reserves not covered; over-indebtedness, i.e. liabilities not covered by the assets), duty of filing of the balance sheet with the judge due to over-indebtedness or insolvency pursuant to art. 725a and art. 820 para. 1 CO, “ Konkurseröffnung und Konkurs ” (declaration of bankruptcy and bankruptcy), “ Nachlassverfahren ” (composition with creditors) including in particular “ Nachlassstundung ” (moratorium) and proceedings regarding “ Nachlassvertrag ” (composition agreements) and “ Notstundung ” (emergency moratorium), proceedings regarding “ Fälligkeitsaufschub ” (postponement of maturity), “ Konkursaufschub / Gesellschaftsrechtliches Moratorium ” (postponement of the opening of bankruptcy; moratorium proceedings) pursuant to art. 725a or art. 820 para. 2 CO, notification of the judge of a capital loss or over-indebtedness under these provisions and “ Auflösung / Liquidation ” (dissolution/liquidation);

(i) 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;

(j) a judgment or order for the payment of money in excess of a Dollar Amount of $100,000,000 shall be rendered against any Borrower or any of its Subsidiaries (net of insurance proceeds in the event a solvent insurer with an investment grade long term bond rating has acknowledged in writing its obligation to satisfy such judgment) and such judgment or order is not within 60 days of the entry thereof bonded, discharged or stayed;

(k) 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;

(l) 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 (l) 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; or

(m) 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 any Borrower described in clause (f) , (g) or (h) of this Article VII ), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, 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 Borrowers 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 (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(j) ; and in case of any event with respect to the Parent or any Borrower described in clause (f) , (g) or (h) of this Article VII , the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, 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 and each Issuing Bank 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 and each Issuing Bank 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 and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

(b) 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 and each Issuing Bank; 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 satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan

Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency, 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.

(c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:

(i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other Obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and the transactions contemplated hereby;

(ii) 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, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12 , 2.13 , 2.15 , 2.17 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, each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.

(g) The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except solely to the extent of the Company’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Company 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.

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 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 unless and until written notice thereof (stating that it is a “notice of default”) is given to the Administrative Agent by the Company, a Lender or an Issuing Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with 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, (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 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.

(c) Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b), (iii) may consult with legal counsel (including counsel to the Company), independent public accountants and other experts selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

SECTION 8.03 Posting of Communications .

(a) The Company agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and the Issuing Banks by posting the Communications on IntraLinks™, DebtDomain, 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, each of the Issuing Banks and the Company acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and the Company 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).

(c) THE 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, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE 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 and each Issuing Bank 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 and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

(e) Each of the Lenders, each of the Issuing Banks and the Company 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, any Lender or any Issuing Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

SECTION 8.04 The Administrative Agent Individually . With respect to its Commitment, Loans and Letters of Credit, 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 or Issuing Bank, as the case may be. The terms “Issuing Banks”, “Lenders”, “Required Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, Issuing Bank or as one of the Required Lenders, as applicable. The Person serving as 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 or the Issuing Banks.

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, the Issuing Banks and the Company, 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 Company, 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 and the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In both cases, such appointment shall be subject to the prior written approval of the Company (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, the Issuing Banks and the Company, 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 and each Issuing Bank. Following the effectiveness

of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

SECTION 8.06 Acknowledgement of Lenders and Issuing Banks .

(a) Each Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and that it has, independently and without reliance upon the Administrative Agent, any Arranger 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. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger 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 Parent 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.

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 Company or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments;

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith;

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or

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

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

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

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

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

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

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

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

by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent 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.

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, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to any Loan Party, to Pentair Finance S.à r.l. (in care of Pentair, Inc.), 5500 Wayzata Boulevard, Suite 800, Golden Valley, MN 55416-1261, Attention: Mark Borin (Telecopy No. (763) 656-5403; Email Mark.Borin@Pentair.com; Telephone No. (763) 545-1730), 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 800, Golden Valley, MN 55416-1261, Attention: Karla Robertson (Telecopy No. (763) 656-5403; Email Karla.Robertson@Pentair.com ; Telephone No. (763) 545-1730);

(ii) if to the Administrative Agent, (A) in the case of Borrowings denominated in Dollars (other than Designated Loans), to JPMorgan Chase Bank, N.A., 10 South Dearborn, Floor L2, Chicago, Illinois 60603, Attention of Loan and Agency (Telecopy No. 888-303-9732; Email jpm.agency.servicing.cri@jpmchase.com), (B) in the case of Borrowings denominated in Foreign Currencies and Designated Loans, to J.P. Morgan Europe Limited, 25 Bank Street, Canary Wharf, London E14 5JP, Attention of The Manager, Loan & Agency Services (Telecopy No. 44 207 777 2360; Email loan_and_agency_london@jpmorgan.com), and in each case with a copy to JPMorgan Chase Bank, N.A., 10 South Dearborn, 9th Floor, Chicago, Illinois 60603, Attention of Suzanne Ergastolo (Telecopy No. (312) 794-7682; Email suzanne.ergastolo@jpmorgan.com) and (C) in the case of a notification of the DQ List, to JPMDQ_Contact@jpmorgan.com;

(iii) if to an Issuing Bank, to it at (a) JPMorgan Chase Bank, N.A., 10 South Dearborn, Floor L2, Chicago, Illinois 60603, Attention of Letter of Credit Team (Telecopy No. 214-307-6874; Email Chicago.LC.Agency.Activity.Team@JPMChase.com) or (b) in the case of any other Issuing Bank, to it at the address and telecopy number specified from time to time by such Issuing Bank to the Company and the Administrative Agent;

(iv) if to JPMorgan in its capacity as a Swingline Lender, (A) in the case of Swingline Loans denominated in Dollars (other than Designated Swingline Loans), to it at JPMorgan Chase Bank, N.A., 10 South Dearborn, Floor L2, Chicago, Illinois 60603, Attention of Loan and Agency (Telecopy No. 888-303-9732; Email jpm.agency.servicing.cri@jpmchase.com) and (B) in the case of Swingline Loans denominated in Foreign Currencies and Designated Swingline Loans, to it at J.P. Morgan Europe Limited, 25 Bank Street, Canary Wharf, London E14 5JP, Attention of The Manager, Loan & Agency Services (Telecopy No. 44 207 777 2360; Email loan_and_agency_london@jpmorgan.com) or (b) in the case of any other Swingline Lender, to it at the address and telecopy number specified from time to time by such Swingline Lender to the Company and the Administrative Agent; 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, 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 Issuing Banks hereunder may be delivered or furnished by using Approved Electronic Platforms 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 Company 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 e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; 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.

(c) Any 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, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Borrower 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 or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Except as provided in Section 2.25 with respect to the extension of the Maturity Date, or as provided in Section 2.20 with respect to an Incremental Term Loan Amendment or as provided in Section 2.14(c) , 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 Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon (other than waivers or amendments with respect to the application of a default rate of interest pursuant to Section 2.13(b) ), or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby (except that neither (A) any amendment or modification of the financial covenants in this Agreement (or defined terms used in the financial covenants in this Agreement) or (B) any amendment entered into pursuant to the terms of Section 2.14(c) shall constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby (other than any reduction of the amount of, or any extension of the payment date for, the mandatory prepayments required under Section 2.11 , in each case which shall only require the approval of the Required Lenders), (iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) 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 (it being understood that, solely with the consent of the parties prescribed by Section 2.20 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in the determination of Required Lenders on substantially the same basis as the Commitments and the Revolving Loans are included on the Effective Date) or (vi) release the Parent or the Swiss Guarantor from its obligations under Article X (other than with respect to any Borrower ceasing to be a Borrower in accordance with this Agreement) without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or any Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or such Swingline Lender, as the case may be (it being understood that any change to Section 2.24 shall require the consent of the Administrative Agent, the Issuing Banks and the Swingline Lenders). Notwithstanding the foregoing, (A) no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification, and (B) as to any amendment, amendment and restatement or other modification otherwise approved in accordance with this Section, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitment or outstanding Loans, so long as such Lender receives payment in full of the principal of and interest on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, amendment and restatement or other modification becomes effective.

(c) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “ Non-Consenting Lender ”), then the Company may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption

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

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

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

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

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actual or potential conflicts of interest or the availability of different claims or defenses, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document at any time during a Default, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations during an Event of Default in respect of such Loans or Letters of Credit.

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

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

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

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

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

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

(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 Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, it being understood that in the case of any assignment that requires the Company’s consent, without limiting any other factors that may be reasonable, it shall be reasonable for the Company to consider a proposed assignee’s right to require reimbursement for increased costs when determining whether to consent to such an assignment) of:

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

(B) the Administrative Agent;

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(D) the Swingline Lenders.

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

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

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

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

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

(E) without the prior written consent of the Administrative Agent, no assignment shall be made to a prospective assignee that bears a relationship to the Company described in Section 108(e)(4) of the Code;

(F) the assignee shall not be the Company or any Subsidiary or Affiliate of the Company; and

(G) Notwithstanding anything to the contrary in this Section 9.04 or elsewhere in this Agreement, the consent of each Swiss Borrower shall, so long as no

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Event of Default has occurred and is continuing, be required (such consent not to be unreasonably withheld or delayed) for an assignment or participation to an assignee or Participant that is a Swiss Non-Qualifying Lender; provided , however , that such a consent shall not be required by any Swiss Borrower, if, taking into consideration the contemplated assignment or participation, the number of Lenders or Participants, as applicable, that are Swiss Non-Qualifying Lenders, does not exceed ten (10).

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 2.15 , 2.16 , 2.17 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 each Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, any Issuing Bank 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 Section 2.05(c) , 2.06(d) or (e) , 2.07(b) , 2.18(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

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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.

(c) (i) Any Lender may, without the consent of, or notice to, the Company, the Administrative Agent, any Issuing Bank or any Swingline Lender, 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 obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrowers, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement (D) without the prior written consent of the Administrative Agent, no participation shall be sold to a prospective participant that bears a relationship to the Company described in Section 108(e)(4) of the Code and (E) each Participant shall be a Swiss Qualifying Lender or, if not, the prior written consent of each Swiss Borrower has been obtained (such consent not to be unreasonably withheld or delayed; provided that no Swiss Borrower shall consent to a participation that would be in violation of the Swiss Non-Bank Rules; provided, further, that no consent of any Swiss Borrower shall be required if an Event of Default has occurred and is continuing). 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, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15 , 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(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 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, 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 Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under 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.

(i) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 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 Company’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 2.17 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Company, to comply with Section 2.17(e) and (h) as though it were a Lender.

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(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 Company 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 becoming a Lender or Participant and (y) the execution by the Company 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 Company’s prior written consent in violation of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Company 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 Company, 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) 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.

(iv) The Administrative Agent shall have the right, and the Company hereby expressly authorizes the Administrative Agent, to (A) post the list of Disqualified Institutions provided by the Company and any updates thereto from time to time (collectively, the “ DQ List ”) on a Platform, including that portion of such Platform that is designated for “public side” Lenders and/or (B) provide the DQ List to each Lender or potential Lender requesting the same.

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(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 and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank 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 or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15 , 2.16 , 2.17 , 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 Letters of Credit and the 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 this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, 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.

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.

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SECTION 9.08 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank, 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, such Issuing Bank or any such Affiliate, to or for the credit or the account of any Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such Issuing Bank 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 2.24 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, 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, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to notify the Company 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 Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to only the jurisdiction of (i) the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan and (ii) any U.S. federal or Illinois state court sitting in Chicago, Illinois, and in each case any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c) Each 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 (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01 . The Parent, the Company and each Affiliate Borrower 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(b) in any federal or New York State court sitting in New York City. The Initial Affiliate Borrower hereby represents, warrants and confirms that the Initial Affiliate Borrower has agreed to accept such appointment. Subject to the terms and conditions of Section 5.10 , said designation and appointment shall be irrevocable by the Parent, the Company, and such designation shall also be irrevocable by each such Affiliate Borrower until all Loans, all reimbursement obligations, interest thereon and all other amounts payable by such Affiliate Borrower hereunder and under the other Loan Documents shall have been paid in full in accordance with the provisions hereof and thereof and such Affiliate Borrower shall have been terminated as a Borrower hereunder pursuant to Section 2.23 . The Parent, the Company and each Affiliate Borrower hereby consents to process being served in any suit, action or proceeding of the nature referred to in Section 9.09(b) 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(d) ; 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 Service of Process Agent, and to the Parent, the Company and each such Affiliate Borrower at its address set forth in the Affiliate Borrowing Agreement to which it is a party or to any other address of which the Company or such Affiliate Borrower, as applicable, shall have given written notice to the Administrative Agent (with a copy thereof to the Service of Process Agent). The Parent, the Company and each Affiliate Borrower irrevocably waives, 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, the Company or such Affiliate 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, the Company or such Affiliate Borrower, as applicable. To the extent the Parent, the Company or any Affiliate Borrower has 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 Company and each Affiliate Borrower hereby irrevocably waives 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, the Swingline Lenders, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons

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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 or derivative transaction relating to any Borrower and its obligations, (g) on a confidential basis to (A) any rating agency in connection with rating the Company 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 Company 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, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Company or any of its Subsidiaries that the Administrative Agent, such Issuing Bank 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 Company 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 Company 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 Company relating to the Company, its Subsidiaries or Affiliates or their respective business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Company 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.

Notwithstanding the foregoing or any other provision of this Agreement to the contrary, nothing contained in this Agreement shall be deemed to prohibit the Administrative Agent, any Swingline Lender, any Issuing Bank or any Lender from disclosing Information in any manner subject to protection under any foreign, federal, state or local whistleblower law.

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 COMPANY 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.

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ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY OR ON BEHALF OF THE COMPANY 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 COMPANY, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE COMPANY 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 COMPANY 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 . 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 ”) hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Patriot Act.

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 . 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 transaction contemplated 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. 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 hereby, and the Credit Parties shall have no responsibility or liability to any Loan Party with respect thereto.

Each Loan Party further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party 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

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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.

In 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 confidential 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 EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

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

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ARTICLE X.

GUARANTEE

SECTION 10.01 Guaranty .

In order to induce the Lenders to extend credit to the Borrowers 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, 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 applicable 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 waives 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 , notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor under this Article X shall not be affected by: (a) the failure of the Administrative Agent, any Issuing Bank 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 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; or (h) 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 such 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 such Guarantor to subrogation.

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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, any Issuing Bank or any Lender (or any of its Affiliates) to any balance of any deposit account or credit on the books of the Administrative Agent, any Issuing Bank 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, the Issuing Bank 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, any Issuing Bank 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, any Issuing Bank or any Lender (or any of its Affiliates), forthwith pay, or cause to be paid, to the Administrative Agent, any Issuing Bank 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 Eurocurrency 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, any Issuing Bank or any Lender (or any of its Affiliates), disadvantageous to the Administrative Agent, any Issuing Bank or any Lender (or any of such Lender’s Affiliates) in any material respect, then, at the election of the Administrative Agent, such Guarantor shall make payment of such Guaranteed Obligation in Dollars (based upon the Dollar Amount of such Specified Ancillary Obligation on the date of payment) and/or in New York, Chicago or such other Eurocurrency Payment Office as is designated by the Administrative Agent or such Lender and, as a separate and independent obligation, shall indemnify the Administrative Agent, any Issuing Bank 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 such 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.

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SECTION 10.02 Swiss Limitation Language for Swiss Guarantor or Swiss Borrower .

If and to the extent that a payment in fulfilling the liabilities under Section X, under any joint and several liabilities or that the use of the proceeds from the enforcement of a security interest of any Swiss Guarantor or Swiss Borrower would, at the time payment is due or the security interest is enforced, under Swiss law and practice (inter alia, prohibiting capital repayments or restricting profit distributions) not be permitted, in particular if and to the extent that such Swiss Guarantor (or such Swiss Borrower, as the case may be) guarantees obligations other than obligations of one of its direct or indirect subsidiaries (i.e. obligations of its direct or indirect parent companies (up-stream guarantee) or sister companies (cross-stream guarantee)) (“ Restricted Obligations ”), then such obligations, payment amounts and the use of the proceeds from the enforcement of such security interest shall from time to time be limited to the amount of the freely disposable equity in accordance with Swiss law; provided that such limited amount shall at no time be less than such Swiss Guarantor’s (or Swiss Borrower’s) profits and reserves available for the distribution as dividends (being the balance sheet profits and any reserves available for this purpose, in each case in accordance with art. 675(2) and art. 671(1) and (2), no. 3, of the Swiss Federal Code of Obligations) at the time or times payment under or pursuant to the Loan Documents is requested from such Swiss Guarantor (or Swiss Borrower), and further provided that such limitation (as may apply from time to time or not) shall not (generally or definitively) free such Swiss Guarantor (or Swiss Borrower) from payment obligations hereunder in excess thereof, but merely postpone the payment date therefor until such times as payment is again permitted notwithstanding such limitation. Any and all indemnities and guarantees contained in the Loan Documents shall be construed in a manner consistent with the provisos herein contained.

(a) In respect of Restricted Obligations, each Swiss Guarantor (or each Swiss Borrower, as the case may be) shall:

(i) if and to the extent required by applicable law in force at the relevant time:

(A) subject to any applicable double taxation treaty, deduct Swiss Withholding Tax at the rate of 35% (or such other rate as in force from time to time) from any payment made by it in respect of Restricted Obligations;

(B) pay any such deduction to the Swiss Federal Tax Administration; and

(C) notify (or ensure that the Company notifies) the Administrative Agent that such a deduction has been made and provide the Administrative Agent with evidence that such a deduction has been paid to the Swiss Federal Tax Administration, all in accordance with Section 2.13(e) of this Agreement; and

(ii) to the extent such a deduction is made, not be obliged to either gross-up or indemnify each recipient in relation to any such payment made by it in respect of Restricted Obligations unless such gross-up or tax indemnity payment is permitted under the laws of Switzerland then in force.

(b) If and to the extent requested by the Administrative Agent and if and to the extent this is from time to time required under Swiss law (restricting profit distributions), in order to allow the Administrative Agent to obtain a maximum benefit under the Loan Documents, each Swiss Guarantor (or each Swiss Borrower) undertakes to promptly implement all such measures and/or to promptly obtain the fulfillment of all prerequisites allowing it to promptly perform its obligations and make the requested payment(s) thereunder from time to time, including the following:

(i) preparation of an up-to-date audited balance sheet of such Swiss Guarantor (or Swiss Borrower);

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(ii) confirmation of the auditors of such Swiss Guarantor (or Swiss Borrower) that the relevant amount represents the maximum freely distributable profits;

(iii) approval by a shareholders’ or a quotaholders’ meeting (as applicable) of such Swiss Guarantor (or Swiss Borrower) of the resulting profit distribution; and

(iv) all such other measures necessary or useful to allow such Swiss Guarantor (or Swiss Borrower) to make the payments and perform the obligations agreed under the Loan Documents with a minimum of limitations.

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 Company

	By /s/ Benjamin D. Peric
		Name: Benjamin D. Peric
		Title: Manager

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	PENTAIR PLC, as the Parent

	By /s/ Andrew G. Smyth
		Name: Andrew G. Smyth
		Title: Authorized Officer