Exhibit 10.1

Execution Version

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (this “ Agreement ”) is effective as of March 4, 2016 (the “ Effective Date ”) between The Manitowoc Company, Inc., a Wisconsin corporation (“ Manitowoc ParentCo ”), and Manitowoc Foodservice, Inc., a Delaware corporation (“ Manitowoc Foodservice ”).

WHEREAS, Manitowoc ParentCo and Manitowoc Foodservice are party to that certain Master Separation and Distribution Agreement, dated as of March 4, 2016 (the “ Separation Agreement ”), pursuant to which the parties agreed to separate the business of Manitowoc Foodservice and its subsidiaries (collectively, the “ Manitowoc Foodservice Group ”) from Manitowoc ParentCo; and

WHEREAS, after the consummation of the transactions contemplated by the Separation Agreement, Manitowoc Foodservice wishes to engage Manitowoc ParentCo to perform, and Manitowoc ParentCo wishes to perform or cause to be performed, on a transitional basis for the benefit of the Manitowoc Foodservices Group the services described in the attached Exhibit A , as it may be amended from time to time by the mutual written agreement of the Parties (the “ ParentCo Service Exhibit ”), upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, after the consummation of the transactions contemplated by the Separation Agreement, Manitowoc ParentCo wishes to engage Manitowoc Foodservice to perform, and Manitowoc Foodservice wishes to perform or cause to be performed, on a transitional basis for the benefit of Manitowoc ParentCo and its Subsidiaries (collectively, the “ Manitowoc ParentCo Group ”) the services described in the attached Exhibit B , as it may be amended from time to time by the mutual written agreement of the Parties (the “ Foodservice Service Exhibit ”), upon the terms and subject to the conditions set forth in this Agreement

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

CERTAIN DEFINITIONS

Section 1.1 Capitalized Terms . As used in this Agreement:

(a) “ Affiliate ” of any specified Person means any other Person directly or indirectly “controlling,” “controlled by,” or “under common control with” (within the meaning of the Securities Act of 1933, as amended), such specified Person; provided, however, that for purposes of this Agreement, the determination of whether a Person is an Affiliate of another Person will be made assuming that no member of the Manitowoc ParentCo Group is an Affiliate of the Manitowoc Foodservice Group.

(b) “ Confidential Information ” means all information relating generally or specifically to the business of a Party or any of its Affiliates that is supplied to or obtained by the other Party or any of its Affiliates pursuant to or as a result of this Agreement and that is not generally known in the trade or industry. Notwithstanding the foregoing, “Confidential Information” shall not mean or include information of a Party or any of its Affiliates that

(i) is or becomes generally available to the public other than as a result of a disclosure by the other Party or any of its Affiliates in violation of this Agreement, (ii) was known to the other Party or any of its Affiliates on a nonconfidential basis prior to its disclosure by such disclosing party, provided that the source of such information was not, to the receiving party’s knowledge, bound by any confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to such disclosing party, (iii) becomes available to the other Party or any of its Affiliates on a nonconfidential basis from a person other than the disclosing party who is not, to the receiving party’s knowledge, bound by any confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or (iv) is independently developed by the receiving party without reference to any Confidential Information of the disclosing party.

(c) “ Labor Cost ” for any period shall mean an amount equal to the costs paid or expenses accrued by Provider and any other Rendering Party during such period for the employment of those of their respective employees who perform (or terminate the performance of) the Services pursuant to this Agreement, as pro rated for the hours spent by such employees performing (or terminating the performance of) the Services. Such costs and expenses include (without limitation): (i) salaries, wages, bonuses and incentive, vacation, holiday and self-funded sick pay; (ii) social security taxes, Medicare taxes and other payroll taxes; (iii) premiums on behalf of such employees for coverage by any long-term disability insurance, insured short-term disability benefit, group term life insurance, accidental death and disability insurance, business travel accident insurance, and insured group health, dental or vision plans; (iv) other employee welfare benefits, fringe benefits and perquisites, including benefits under any employee welfare benefit plan, supplemental unemployment compensation plan benefits, expatriate compensation program costs and benefits and any other fringe benefit arrangements that do not constitute an employee benefit plan; (v) employer contributions to any tax-qualified defined contribution plan on behalf of such employees (other than employee pretax deferral amounts included in subclause (i)  above as wages) and a proportionate share of employer paid administration costs; (vi) employer provided benefits under any tax-qualified defined benefit pension plan and a proportionate share of employer paid administration costs; (vii) employer provided self-funded group health, dental and vision benefits; (viii) employer costs for administration of any benefit plan, program or arrangement provided to or for the benefit of such employees; and (ix) any other government charges relating to the employment of such employees, including workers’ compensation claims. Notwithstanding the foregoing, “Labor Cost” shall not include costs paid or expenses accrued with respect to any part of the costs or expenses described above that are attributable to a change in the terms of employment or employee benefit plans or practices applicable to any such employee from those in effect on the Effective Date, other than changes that are consistent with changes applied to other employees in the same or similar positions and/or changes required under any existing or future collective bargaining agreement.

(d) “ Law ” shall mean any supranational, national, provincial, state, local or foreign statute, law (including common law), ordinance, rule or regulation

(e) “ Parties ” means Manitowoc ParentCo and Manitowoc Foodservice.

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(f) “ Person ” means an individual and a corporation, a partnership, a limited liability company, an association, a trust and any other entity or organization, including a governmental entity or any department, agency or political subdivision thereof.

(g) “ Provider ” means (i) Manitowoc ParentCo with respect to the services described in the ParentCo Service Exhibit and (ii) Manitowoc Foodservice with respect to the services described in the Foodservice Service Exhibit.

(h) “ Recipient ” means (i) the Manitowoc ParentCo Group with respect to the services described in the Foodservice Service Exhibit and (ii) the Manitowoc Foodservice Group with respect to the services described in the ParentCo Service Exhibit.

(i) “ Receiving Party ” means the entity within Recipient for which the applicable Service is performed.

(j) “ Rendering Party ” means the entity that performs the applicable Service.

(k) “ Service Exhibit ” means (i) the Foodservice Service Exhibit in those circumstances in which Manitowoc Foodservice is responsible for performing services for the benefit of the Manitowoc ParentCo Group under this Agreement and (ii) the ParentCo Service Exhibit in those circumstances in which Manitowoc ParentCo is responsible for performing services for the benefit of the Manitowoc Foodservice Group under this Agreement.

(l) “ Services ” means (i) the services described on the ParentCo Service Exhibit in those circumstances in which Manitowoc ParentCo is responsible for performing services for the benefit of the Manitowoc Foodservice Group under this Agreement and (ii) the services described on the Foodservice Service Exhibit in those circumstances in which Manitowoc Foodservice is responsible for performing services for the benefit of the Manitowoc ParentCo Group under this Agreement.

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

(n) “ Taxes ” means supranational, national, state, provincial, municipal, local or foreign taxes, charges, fees, levies, or other assessments imposed by any governmental entity, including any interest and penalties (civil or criminal) on or additions to any such taxes, whether disputed or not.

(o) “ Third Party ” means any Person other than the Parties or any of their Affiliates.

(p) “ Third Party Cost ” means the aggregate amount that the Third Party Service Provider would charge to provide the Receiving Party with the applicable Service upon terms substantially similar to the terms set forth in this Agreement. If Provider is not reasonably able to identify a Third Party Service Provider for the applicable Service, then the “ Third Party Cost ” shall be deemed to mean an amount equal to the Labor Cost for the applicable Service multiplied by six.

(q) “ Third Party Service Provider ” means a Person identified by Provider that satisfies each of the following criteria: (i) the Person is not an Affiliate of Manitowoc ParentCo, Manitowoc Foodservice or any of their respective Affiliates; (ii) the Person is not a competitor of Manitowoc ParentCo, Manitowoc Foodservice or any of their respective Affiliates; and (iii) the Person is engaged in the business of providing the applicable Service to third parties comparable (in type and size) to the applicable Receiving Party.

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Section 1.2 Other . Where any group or category of items or matters is defined collectively in the plural number, any item or matter within such definition may be referred to using such defined term in the singular number, and vice versa. Any reference in this Agreement to the masculine, feminine or neuter gender includes the other genders where appropriate.

ARTICLE 2

TRANSITION SERVICES

Section 2.1 Services .

Provider shall provide, or shall cause one or more of its Subsidiaries to provide, Recipient with the services described in the Service Exhibit for the periods set forth therein (collectively, the “ Services ”). Recipient shall receive the Services only for the benefit of its business and not for the benefit of any other Person.

Section 2.2 Additional Services . If, during the period commencing on the Effective Date and ending on that date that is 180 days after the Effective Date, Recipient (a) identifies a service that Provider provided to Recipient during the 12-month period immediately preceding the Effective Date that Recipient reasonably needs in order for its business to continue to operate in substantially the same manner in which its business operated prior to the Effective Date but such service is not listed on the Service Exhibit (other than because the Parties agreed in writing that such service shall not be provided) and (b) submits a written request describing such service to Provider’s Service Manager, then Provider shall consider in good faith the request to provide such additional service (the “ Additional Service ”). If the Parties agree on the Additional Service, then the Parties shall execute and deliver an amendment to the Service Exhibit to evidence the terms of the Additional Service and the associated Fees therefor and thereafter the Additional Service shall constitute a Service provided pursuant to this Agreement.

Section 2.3 Service Changes .

(a) Subject to Section 2.3(b) , Provider or any other Rendering Party may supplement, modify, substitute or otherwise alter the Services from time to time in a manner consistent with supplements, modifications, substitutions or alterations made with respect to similar services provided or otherwise made available by Provider or such Rendering Party to itself, its Affiliates or Third Parties; provided, however, that no change in the provision of Services that materially adversely affects the quality, timeliness or availability of the Services or materially increases the cost of using the Services shall be made without the prior written consent of Recipient (which consent shall not be unreasonably withheld, conditioned or delayed).

(b) Notwithstanding Section 2.3(a) and except as set forth on the Service Exhibit, if Provider is required to (i) increase staffing, (ii) acquire, lease or license additional facilities, equipment or software, (iii) engage in significant capital expenditures or (iv) apply for or obtain any approval, consent or waiver from Third Parties (other than renewals of any

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preexisting permits, licenses or authorizations) (collectively, the “ Service Changes ”) in order to accommodate an increase in the use of any Service beyond the level of use of such Service by Recipient during the 12-month period immediately prior to the Effective Date, including (A) as a result of a change in the manner in which Recipient’s business is being conducted after the Effective Date, but (B) excluding ordinary course expansion of the volume or geographic scope of such business (such as ordinary course increases in headcount, customers, suppliers and transaction volumes), then Provider shall provide Recipient with written notice of the Service Change and propose a plan for implementing the Service Change before incurring any costs or expenses resulting from the Service Change. Upon receipt of such written notice, the Parties shall negotiate in good faith to adjust or change the Services, including the Fees, as applicable, before Provider undertakes any Service Change. If the Parties determine that Provider shall undertake the Service Change, then the Parties shall document the Service Change, together with any other adjustments or changes to the Services, including to the Fees, in a written agreement, and the Parties shall amend the Service Exhibit to reflect such written agreement. Each amended section of the Service Exhibit shall be deemed part of this Agreement as of the date of such written agreement, and the Service Changes set forth in such amended Service Exhibit shall be deemed a part of the Services provided pursuant to this Agreement.

Section 2.4 Quality of Services . Provider warrants that (a) Services of the type that Provider or any of its Subsidiaries provided to Recipient prior to the Effective Date, as performed pursuant to this Agreement after the Effective Date, will be performed in substantially the same manner and on substantially the same basis (including with respect to timing and priority) as Provider or one of its Subsidiaries provided the Services to the Receiving Party, whether directly or indirectly, during the 12-month period immediately preceding the Effective Date and (b) Services not of the type that Provider or any of its Subsidiaries provided to Recipient prior to the Effective Date, as performed pursuant to this Agreement after the Effective Date, will be performed in a commercially reasonable manner consistent with the nature, quality, standard of care and service levels (including with respect to timing and priority) at which the same or similar services are performed by or on behalf of Provider or any of its Subsidiaries to Provider or any of its Subsidiaries. If the Services do not conform to the foregoing warranty, then Recipient’s (and the applicable Receiving Party’s) sole and exclusive remedy shall be the right to require Provider or any other Rendering Party to perform the Services again, properly and at no additional expense to Recipient or the other applicable Receiving Party. Except as set forth in this Section 2.4 , there are no warranties with respect to the Services. PROVIDER (AND EACH OTHER RENDERING PARTY) DISCLAIMS ALL OTHER EXPRESS AND ALL IMPLIED WARRANTIES RELATING TO THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE .

Section 2.5 Excluded Services . Notwithstanding anything to the contrary, the Parties do not intend that Provider or any other Rendering Party will render to Recipient, or that Recipient will receive from Provider or any other Rendering Party, any professional advice or opinions, whether with regard to tax, legal, treasury, finance, employment or other business, technical and financial matters, and Recipient shall not rely on, or construe, any Service rendered by or on behalf of Provider or any other Rendering Party as any such professional advice or opinions.

Section 2.6 Cooperation . Recipient shall cooperate with Provider and any other Rendering Party by promptly providing all information that Provider or any other Rendering Party reasonably deems necessary for the performance of the Services and by accepting and using the Services in the ordinary course of business.

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Section 2.7 Subcontracting . Provider may hire or engage one or more Third Parties to perform any or all of its obligations under this Agreement without the consent of Recipient; provided that (a) the hiring or engagement of such Third Party does not decrease the quality or level of services provided to Recipient to below that provided by Provider, (b) the use of such Third Party will not increase the sum of the Fees and Reimbursable Expenses payable by Recipient in connection with such Services, (c) the use of such Third Party will not change the manner in which the Services are delivered in a way that increases Recipient’s costs of receiving the Services (it being understood that, if such Third Party has been engaged by Provider to perform the same or similar services prior to the Effective Date, then subclauses (a) , (b)  and (c)  shall be deemed satisfied). Provider shall remain primarily responsible for all of its obligations under this Agreement, except that if a Third Party provides all or part of any Service pursuant to a written agreement with Recipient, Recipient agrees to be bound by, and to cause its Affiliates to comply with, those obligations that such agreement places on Recipient, and Provider shall not be responsible for its obligations under this Agreement that are specified in such agreement to be obligations of such Third Party. Subject to the confidentiality provisions set forth in Section 4.3 , Provider shall provide Recipient with any information within the possession of Provider or any of its Affiliates that Recipient reasonably requests in connection with any Services being provided to Recipient by a Third Party, including any applicable invoices, agreements documenting the arrangements between such Third Party and Provider and other supporting documentation.

Section 2.8 System Migration . The Parties acknowledge the transitional nature of the Services. Each Party shall use commercially reasonable efforts to cooperate with and assist the other Party in connection with the transition from the performance of the Services by Provider and the other Rendering Parties to the performance of the Services by Recipient or its designee (in any event prior to the expiration or termination of this Agreement), using commercially reasonable efforts to minimize both the cost of such transition and the disruption to the ongoing business activities of the parties.

Section 2.9 Reservation of Rights . Nothing in this Agreement shall be deemed to prohibit or otherwise restrict Provider or any other Rendering Party from performing, or engaging any Third Party to perform, any Service for the benefit of itself, its Affiliates or Third Parties.

ARTICLE 3

FEES; PAYMENT

Section 3.1 Fees . In consideration of the performance of the Services, Recipient shall pay Provider a fee (either one-time or recurring) for such Services or category of Services, as applicable, (each, a “ Fee ” and collectively, the “ Fees ”). Until December 31, 2016, the Fee for each Service shall equal 105.0% of the Labor Cost for the applicable Service. If applicable due to an extension of the term of a Service in accordance with this Agreement, on and after January 1, 2017, the Fee for each Service shall equal 120.0% of the Third Party Cost for the applicable Service. During the Term, the amount of a Fee for any Service may be modified to the extent of (a) any adjustments mutually agreed to by the Parties and (b) any Service Change requested by Recipient and agreed upon by Provider pursuant to Section 2.3(b) . Together with any invoice for Fees, Provider shall provide Recipient with reasonable documentation to support the calculation of such Fees.

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Section 3.2 Expense Reimbursement . Recipient shall reimburse Provider and any other Rendering Party for reasonable and documented out-of-pocket costs and expenses incurred by Provider or any other Rendering Party in connection with the performance or termination of the Services (including incremental license fees incurred by Provider or any other Rendering Party in connection with the performance or termination of the Services and reasonable travel-related expenses) to the extent that such costs and expenses are not reflected in the Fees for such Services (collectively, the “ Reimbursable Expenses ”), provided that any such cost or expense in excess of one $1,000, in the aggregate, that is not consistent with the historical practice among the Parties during the 12-month period immediately prior to the Effective Date shall require advance written approval of Recipient. Any authorized travel-related expenses incurred in performing the Services shall be incurred and charged to Recipient in accordance with Recipient’s then-applicable business travel policies as provided to Provider from time to time.

Section 3.3 Invoices . Within 30 days after the last day of each month during the term of this Agreement (and the last day of the term of this Agreement), Provider shall submit one invoice to Recipient for the Fees and Reimbursable Expenses (listed separately) applicable to each Service performed during such month (each, an “ Invoice ”). Each Invoice shall specify the amount of Fees and Reimbursable Expenses applicable to each separate type of performed Service during such month. All amounts shall be listed and payable in U.S. Dollars; provided, however, that in those instances where Manitowoc ParentCo and Manitowoc Foodservice agree, if the Services are performed by a Rendering Party outside the United States for a Receiving Party outside the United States, then the subject fees shall be billed and paid in the local currency of the Rendering Party.

Section 3.4 Payment . Subject to Section 3.5 , Recipient shall pay, or shall cause the applicable Receiving Party to pay, the amounts reflected on each Invoice within 30 days after its receipt thereof. If Recipient fails to pay, or fails to cause to be paid, any undisputed amounts reflected on an Invoice on or before the applicable due date, then such undisputed overdue amounts shall bear interest from the due date until received at the rate equal to the lesser of (a) the maximum rate permitted by applicable law and (b) 1.5% per month.

Section 3.5 Good Faith Disputes . If Recipient or any other Receiving Party in good faith disputes an amount reflected on an Invoice, then Recipient (and the applicable Receiving Party) may withhold payment of the amount subject to the good faith dispute, provided that (a) Recipient (or the applicable Receiving Party) provides Provider with written notice of the good faith dispute and the bases thereof prior to the date on which the subject amount would, but for the good faith dispute, be due pursuant to Section 3.4 and (b) Recipient (or the applicable Receiving Party) pays all undisputed amounts reflected on the Invoice in accordance with Section 3.4 .

Section 3.6 Taxes .

(a) The Parties agree that all Fees are exclusive of any value added, goods and services, sales, use, consumption, excise, service, transfer, stamp, documentary, filing, recordation taxes or similar Taxes (the “ Transaction Taxes ”). Without limitation, Recipient shall be responsible for all Transaction Taxes imposed or assessed with respect to the provision of Services by Provider or any other Rendering Party. Provider shall issue proper Invoices usable by Recipient to recover (by way of credit or refund) Transaction Taxes in jurisdictions where they are recoverable. The Parties shall cooperate to minimize any Transaction Taxes, to obtain any refund, return or rebate relating to, and to apply for an exemption or zero-rating for Services giving rise to, any Transaction Taxes, including by filing

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any exemption or other similar forms or providing valid tax identification number or other relevant registration numbers, certificates or other documents. The Parties shall cooperate regarding any requests for information, audit or similar request by any governmental entity concerning Transaction Taxes payable with respect to Services provided pursuant to this Agreement.

(b) Recipient shall be entitled to deduct and withhold Tax required by applicable Law to be withheld on payments made to Provider pursuant to this Agreement. To the extent any amounts are so withheld, Recipient shall timely remit such deducted and withheld amounts to the relevant governmental entity and promptly provide Provider with evidence of such payment. Provider agrees to complete and provide to Recipient or if required, to the relevant governmental entity, at least ten days prior to the payment due date, such forms, certifications or other documents as Recipient reasonably requests to reduce or exempt the withholding of any Tax with respect to payments made to Provider when and where applicable by Law. In addition, the Parties shall cooperate regarding any requests for information, audit, or similar request by any Taxing Authority concerning the withholding of any Tax payable with respect to Services.

(c) Recipient shall be responsible for any penalties or interest imposed with respect to any Transaction Taxes described in Section 3.6(a) and any Taxes described in Section 3.6(b) , except to the extent the penalties or interest result from an act or omission on the part of Provider or any other Rendering Party.

Section 3.7 Audit Rights . Recipient shall have the right, upon reasonable notice and during normal business hours, at its own expense, to inspect and audit the financial books and records of Provider and any other Rendering Party to the extent reasonably necessary to verify Provider’s calculation of the Fees and Reimbursable Expenses. If any such audit uncovers any excess in payments by Recipient, then Provider shall pay to Recipient the amount of such excess within ten days following receipt of the audit report together with interest on the amount of the excess for the period from the date such excess payment was made until the date of corrective payment in accordance with this Section 3.7 at the annual interest rate of 8.0%. If such excess is greater than 5.0% of the amount actually payable by Recipient, then Provider shall promptly pay to Recipient the cost of the audit. The audit rights pursuant to this Section 3.7 shall survive the expiration or termination of this Agreement for a period of six months thereafter.

ARTICLE 4

CERTAIN OTHER ARRANGEMENTS

Section 4.1 IT System Access .

(a) Eligible Employees . Each Party shall ensure that those of its and its Subsidiaries’ employees who have access to the other Party’s computer network and associated computer applications (the “ Applicable Network ”) during the term of this Agreement shall be limited to employees who meet the following criteria: (i) such employee is listed in its employee directory or any updates thereto; (ii) such employee has a legitimate business need to access the Applicable Network; and (iii) such employee is bound by a confidentiality agreement, in form and substance reasonably acceptable to the other Party, that the other Party has the right to enforce to protect its interests. Upon reasonable request,

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each Party shall provide the other Party with written notice of the name of each of its and its Subsidiaries’ employees who has, or has had, access to the Applicable Network during the term of this Agreement.

(b) Compliance Requirements .

(i) Each Party shall cause those of its and its Subsidiaries’ employees who have access to the other Party’s central processing unit, storage, server or other network systems (collectively, “ Network ”) in connection with the delivery or receipt of a Service to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of such other Party that are made known or provided to such Party from time to time. Each Party shall ensure that any access to the other Party’s Network described by this Section 4.1(b)(i) shall be used only for the purposes contemplated by, and subject to the terms of, this Agreement.

(ii) Each Party acknowledges that computing assets connected to the other Party’s Network are subject to monitoring by intrusion detection instrumentation and are subject to routine vulnerability assessment scans that may occur during connect time. Upon a Party’s reasonable request, the other Party shall cooperate with such Party in connection with any investigation of any apparent unauthorized access of such Party’s Applicable Network.

(iii) Provider shall cause any other Rendering Party to, process personal data that it may receive from Recipient while performing the Services only (A) in such a manner that is necessary to perform such Services, (B) in accordance with (x) applicable instructions in the Service Exhibit and (y) instructions otherwise communicated by Recipient and not inconsistent with this Agreement and (C) using appropriate technical and organizational measures to prevent the unauthorized or unlawful processing of such personal data or the accidental loss or destruction of, or damage to, such personal data.

(c) Cost of Increased Use . If a Party or any of its Subsidiaries increases its use of the other Party’s Applicable Network and such increased use contributes to the need for such Party to purchase additional computing capacity that such Party will not utilize following the expiration or termination of this Agreement, then such other Party shall pay for such increased capacity. Provider shall provide Recipient with written notice of capacity issues so that Recipient has a reasonable opportunity to respond and possibly discontinue use of certain Provider systems in advance of the purchase of any increased capacity for which Provider will seek payment from Recipient. For these purposes, usage consistent with recent past practice of Recipient shall serve as the basis from which to measure increases in usage.

Section 4.2 Proprietary Rights .

(a) Recipient shall be the sole and exclusive owner of all deliverables and other work product resulting from the performance of the Services (collectively, “ Work Product ”). Provider, on behalf of itself and each other Rendering Party, hereby assigns all of its right, title and interest in and to all Work Product to Recipient. Provider shall execute, and shall cause each Rendering Party to execute, such additional documents as Recipient

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reasonably requests to vest in Recipient any rights of Provider and the other Rendering Parties in Work Product. All Work Product shall constitute Confidential Information of Recipient under the provisions set forth in Section 4.3 .

(b) Neither Provider nor Recipient (or their respective Affiliates) shall use or have any rights to the trademarks or service marks of the other without prior written consent to such use, except to the extent otherwise set forth in that certain Intellectual Property Matters Agreement of even date herewith (the “ IP Matters Agreement ”).

(c) The Parties agree that all know-how, designs, programs and other software (including all machine readable code, printed listings of code, documentation and related property and information), trade secrets, methodologies, processes and other intellectual property owned by Provider or any of its Affiliates that, during the term of this Agreement, is operated or used by Provider or any other Rendering Party (or Recipient) in connection with the performance of the Services shall remain the property of Provider and its Subsidiaries, and Recipient shall have no rights or interests therein, except to the extent otherwise set forth in the IP Matters Agreement.

Section 4.3 Confidential Information .

(a) Each Party shall not, and shall cause its Affiliates not to, directly or indirectly, (a) disclose any Confidential Information of the other Party or any of its Affiliates to any other Person, (b) use any Confidential Information of the other Party or any of its Affiliates for any purpose, (c) keep or make copies of any documents, records or property of any nature whatsoever containing any Confidential Information of the other Party or any of its Affiliates or (d) assist any Third Party in engaging in any of the foregoing, except to the extent necessary to comply with this Agreement or as approved in advance in writing by the other Party. Nothing in this Agreement shall reduce any Party’s obligation to comply with all applicable Laws, including those relating to trade secrets, confidential information and unfair competition.

(b) Notwithstanding the provisions of Section 4.3(a) , each Party (and its Affiliates) may disclose the Confidential Information of the other Party and its Affiliates at such times, in such manner and to the extent required by applicable Law, provided that, in such circumstances, the disclosing Party (a) provides the other Party with prior written notice of such disclosure so as to permit such other Party to seek a protective order or other appropriate remedy, (b) limits such disclosure to what is required and (c) attempts (insofar as is permissible) to preserve the confidentiality of any such Confidential Information so disclosed.

Section 4.4 Data Privacy . Each Party shall comply, and shall cause its Subsidiaries to comply, with all applicable state, federal and foreign privacy and data protection Laws applicable to the provision of the Services under this Agreement.

ARTICLE 5

RESPONSIBLE EMPLOYEES

Section 5.1 Appointment . Each Party shall appoint one of its employees (each, a “ TSA Manager ”) with overall responsibility for managing and coordinating the delivery and receipt

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of the Services generally and one of its employees for each category of Service (each, a “ Service Manager ”) with general responsibility for managing and coordinating the delivery and receipt of that particular category of Service. Each Party shall provide the other Party with written notice of the identity and title of its TSA Manager and Service Managers.

Section 5.2 Responsibilities . With respect to each Service, the TSA Manager shall have primary responsibility for coordinating and managing the delivery and use of that Service and shall have authority to act on the applicable appointing Party’s behalf with respect to the provision and use of such Service. In overseeing its Service Managers, a Party’s TSA Manager shall have all of the authority of each of such Party’s Service Managers across all Services and shall be responsible for ensuring that each of such Party’s Service Managers fulfills its responsibilities in connection with the Services and this ARTICLE 5 . All communications between the Parties regarding routine matters involving a Service pursuant to this Agreement shall be directed to the applicable Service Manager with a copy to the TSA Managers, and all other communications between the Parties pursuant to this Agreement (other than the negotiation and execution of any written agreement that amends this Agreement or the Service Exhibit) shall be directed to the applicable TSA Manager. Each Party shall provide the other Party with written notice of any change in the status of its TSA Manager or any of its Service Managers that would affect such TSA Manager’s or Service Manager’s ability to carry out the responsibilities set forth in this ARTICLE 5 at least ten days prior to such change.

Section 5.3 Dispute Resolution . Each Party shall cause its TSA Manager to meet as expeditiously as practical to resolve any dispute under this Agreement, and any dispute that is not so resolved within 30 days may be resolved in accordance with the dispute resolution procedures set forth in Section 7.3 of the Separation Agreement. Each Party may treat an act of the other Party’s TSA Manager that is consistent with the provisions of this Agreement as being authorized by such other Party without further inquiry. Notwithstanding the foregoing, no TSA Manager (or Service Manager) shall have authority to amend this Agreement or the Service Exhibit.

ARTICLE 6

INDEMNIFICATION; LIMITATION OF LIABILITY

Section 6.1 Indemnification .

(a) By Provider . Subject to Section 6.2 , Provider shall indemnify, defend and hold harmless Recipient and its directors, officers, employees, agents and other representatives (collectively, the “ Recipient Indemnitees ”) from and against all liabilities, losses, damages, penalties, judgments, suits, claims, grievances, costs and expenses of any kind whatsoever, including the reasonable fees and disbursements of counsel (collectively, “ Losses ”), that they, or any of them, may sustain or incur as a result of (i) the breach of any covenant made by Provider in this Agreement or (ii) willful misconduct or actual fraud on the part of Provider or any of its Affiliates in connection with the performance of this Agreement.

(b) By Recipient . Subject to Section 6.2 , Recipient shall indemnify, defend and hold harmless Provider and its Affiliates and its and their respective directors, officers, employees, agents and other representatives (collectively, the “ Provider Indemnitees ”) from and against all Losses that they, or any of them, may sustain or incur as a result of (i) the breach of any covenant made by Recipient in this Agreement or (ii) willful misconduct or actual fraud on the part of Recipient in connection with the performance of this Agreement.

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Section 6.2 Limitation of Liability .

(a) THE AGGREGATE LIABILITY OF PROVIDER AND ITS AFFILIATES, COLLECTIVELY, FOR ANY ACT OR FAILURE TO ACT IN CONNECTION WITH THIS AGREEMENT (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION, USE OF OR FAILURE TO PROVIDE ANY SERVICES UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE FEES ACTUALLY RECEIVED BY PROVIDER FROM RECIPIENT PURSUANT TO THIS AGREEMENT THROUGHOUT ITS TERM.

(b) IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, COLLATERAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE .

(c) The limitations in Section 6.2(a) and Section 6.2(b) shall not apply in respect of any Losses arising out of or in connection with a Party’s obligations under (i)  subclause (i)  of Section 6.1(a) or subclause (i)  of Section 6.1(b) , in each case, to the extent the subject breach constitutes a breach of Section 4.3 or (ii)  subclause (ii)  of Section 6.1(a) or subclause (ii)  of Section 6.1(b) .

Section 6.3 Liability for Payment Obligations . Nothing in this ARTICLE 6 shall be deemed to eliminate or limit either Party’s obligation to pay Fees in accordance with this Agreement.

Section 6.4 Exclusion of Other Remedies . To the maximum extent permitted by applicable Law, the provisions of Section 6.1 shall be the sole and exclusive remedies of the Provider Indemnitees and the Recipient Indemnitees, as applicable, for any Losses, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement; provided, however, that nothing in this ARTICLE 6 shall affect a Person’s ability to seek equity relief.

Section 6.5 Force Majeure . Neither Party nor any of its Affiliates shall be liable for any failure to perform, or delay in performing, any obligations under this Agreement to the extent such failure or delay is due to fire, flood, earthquake, war (declared or undeclared), an occurrence commonly referred to as a terrorist attack and any armed hostilities associated therewith, embargo, riot, insurrection or other cause beyond the reasonable control of the party failing to perform or delaying the performance of such obligations, including any such failure or delay relating to computer, telephone, information system or similar service outage, interruption, disruption, downtime or similar failure. Subject to providing the other Party with written notice of the circumstances in question and to using commercially reasonable efforts to resume performance without undue delay and in a manner that is substantially similar to the manner in which such Party

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responded to any similar event or circumstance affecting the same or substantially similar services during the 12-month period preceding the Effective Date, the Party so failing or delaying shall be entitled to a reasonable extension of time for the performance of such obligations; provided, however, that any delay by a supplier of the Party so failing or delaying shall not relieve that party from liability for such failure or delay unless such supplier’s delay was attributable to analogous causes. Except to the extent such delay is caused by the wrongful act or omission of the other Party, any costs arising from such failure or delay, for which indemnification is not available hereunder, shall be borne by the Party incurring the costs.

Section 6.6 Legal Violations . Nothing in this Agreement shall require Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of any applicable Law or any contract with a Third Party. If Provider is or becomes aware of any potential violation on the part of Provider, Provider shall use commercially reasonable efforts to promptly advise Recipient of such potential violation, and Provider and Recipient shall mutually seek a reasonable alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary approvals, consents or waivers of Third Parties required under any existing with a Third Party to allow Provider to perform, or cause to be performed, all Services to be provided by Provider in accordance with the standards set forth in this Section 6.6 ; provided, however, that neither Party shall be required to accept any terms or conditions, commit to pay any amount, incur any obligation in favor of or offer or grant any accommodation (financial or otherwise, regardless of any provision to the contrary in the existing contract or agreement) to any Third Party to obtain any such approvals, consents or waivers. Unless otherwise agreed in writing by the Parties, all reasonable and documented out-of-pocket costs and expenses (if any) incurred by any Party or any of its Affiliates in connection with obtaining any such consents, approvals or waivers (including, if agreed by the Parties, the amount paid, obligation incurred or accommodation granted to Third Parties to obtain such consents, approvals or waivers) that is required to allow Provider to perform or cause to be performed such Services shall be paid by Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required approval, consent or waiver of a Third Party, or the performance of such Service by Provider would constitute a violation of any applicable Law, then the Parties shall use commercially reasonable efforts to develop a reasonable alternative arrangement that enables Provider to perform or cause to be performed such Service or an analogous service without obtaining such required approval, consent or waiver of a Third Party or violating any applicable Law.

ARTICLE 7

TERM; TERMINATION

Section 7.1 Term . The term of this Agreement shall commence on the Effective Date and remain in full force and effect until terminated in accordance with this ARTICLE 7 . This Agreement shall terminate upon the earliest of the following to occur: (a) 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; (b) the mutual written agreement of the Parties to terminate this Agreement in its entirety; or (c) the date that is 24 months after the Effective Date. Unless otherwise terminated pursuant to Section 7.2 , this Agreement shall terminate with respect to each Service as of the close of business on the last day of the period in which such Service is scheduled to be provided as specified in the Service Exhibit.

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Section 7.2 Termination of Individual Services . Notwithstanding Section 7.1 :

(a) Termination by Recipient . Recipient shall have the right to terminate Provider’s (and any other Rendering Party’s) performance of (i) all or any portion of the Services at such time or times as Recipient determines in its sole discretion, provided that Recipient provides Provider with written notice of such termination at least 30 days in advance or such shorter period as is reasonable under the circumstances, taking into account the time reasonably required by Provider (or any other Rendering Party) to discontinue the performance of the applicable Services without the incurrence of additional cost, or (ii) all, but not less than all, of the Services if Provider breaches its obligations under this Agreement and such breach is not cured within 30 days after Provider’s receipt of written notice thereof from Recipient. If Recipient terminates performance of all of the Services pursuant to this Section 7.2(a) , such termination shall constitute the termination of this Agreement.

(b) Termination by Provider . Provider shall have the right to terminate Provider’s (and any other Rendering Party’s) performance of all, but not less than all, of the Services if Recipient breaches its obligations under this Agreement and such breach is not cured within 30 days after Recipient’s receipt of written notice thereof from Provider (it being understood that a good faith dispute described in Section 3.5 shall not be deemed a breach for purposes of this Section 7.2(b) ). If Provider terminates its performance of all of the Services pursuant to this Section 7.2(b) , such termination shall constitute the termination of this Agreement.

(c) Termination upon Bankruptcy . This Agreement shall terminate immediately without any action on the part of any Person if (i) either Party is adjudicated a bankrupt or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, (ii) unless cured within 30 days, a petition in bankruptcy is filed against either Party, a custodian, receiver or trustee is appointed for all or a substantial portion of the business or assets of either Party or either Party becomes insolvent (using either the equitable insolvency or balance sheet test) or makes an assignment for the benefit of its creditors, (iii) whether or not deemed enforceable by virtue of Section 365 of the U.S. Bankruptcy Code, an order for relief under the U.S. Bankruptcy Code is entered against either Party and becomes a final order at any time when such rights of termination may be enforceable or (iv) either Party as debtor-in-possession, or the trustee in any bankruptcy or reorganization or similar proceeding, rejects or fails to assume this Agreement. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, sheriff or other officer of the court or official charged with taking over custody of the business or assets of either Party shall have any right to continue this Agreement if this Agreement terminates pursuant to this Section 7.2(c). Nothing set forth in this Section 7.2(c) shall be deemed to preclude or limit any rights that either Party (or any of their respective Subsidiaries) may have as a creditor in any proceeding referenced above.

Section 7.3 Interdependencies . The Parties agree that (a) there may be interdependencies among the Services provided under this Agreement, (b) upon the request of either Party, the Parties shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that a Party is seeking to terminate pursuant to Section 7.2 and (ii) in the case of such termination, Provider’s ability to provide a particular Service in accordance with this Agreement would be materially and adversely affected by such termination of another Service, and (c) if the Parties have determined that such

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interdependencies exist and, in the case of such termination, Provider’s ability to provide a particular Service in accordance with this Agreement would be materially and adversely affected by such termination, the Parties shall negotiate in good faith to amend the Service Exhibit with respect to such termination of such impacted Service, which amendment shall be consistent with the terms of comparable Services.

Section 7.4 Non-Exclusive Rights . The expiration or termination of this Agreement (or the termination of all or any portion of the Services pursuant to Section 7.2 ) shall not affect the respective rights and obligations of the parties that accrued prior to such expiration or termination. The termination rights set forth in this ARTICLE 7 (including each party’s right to terminate all or a portion of the Services pursuant to Section 7.2 ) shall be in addition, and without prejudice, to all other rights and remedies to which the terminating party may be entitled, including any right to specific performance or injunctive relief.

Section 7.5 Survival . Notwithstanding anything to the contrary in this Agreement, the provisions set forth in Section 2.9 , ARTICLE 3 , Section 4.2 , Section 4.3 , Section 6.1 , Section 6.2 , Section 6.3 , Section 6.4 , Section 7.4 and ARTICLE 8 shall survive the expiration or termination of this Agreement.

ARTICLE 8

MISCELLANEOUS

Section 8.1 Rights and Obligations . Provider shall cause each Rendering Party to comply with those provisions of this Agreement that apply to a Rendering Party, and Recipient shall cause each Receiving Party to comply with those provisions of this Agreement that apply to a Receiving Party. Each Rendering Party and Receiving Party, together with each Provider Indemnitee and each Recipient Indemnitee, is a third-party beneficiary of this Agreement and shall have the right to enforce the provisions of this Agreement to protect its rights and interests. There are and shall be no other third-party beneficiaries of this Agreement.

Section 8.2 Independent Contractor . Neither Provider nor any other Rendering Party is an employee or agent of Recipient or any Receiving Party, and this Agreement does not create a joint venture or partnership between Provider or any Rendering Party and Recipient or any Receiving Party. Neither Provider nor any other Rendering Party is authorized to perform, assume or create any obligation or responsibility on behalf or in the name of Recipient or any Receiving Party.

Section 8.3 Governing Law . The internal laws of the State of Wisconsin (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement and each of the exhibits hereto (whether arising in contract, tort, equity or otherwise).

Section 8.4 Jurisdiction . If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the Parties irrevocably (a) consent and submit to the co-exclusive jurisdiction of federal and state courts located in Wisconsin and in Florida, (b) waive any objection to that choice of forum in Wisconsin or in Florida based on venue or to the effect that the forum is not convenient, and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

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Section 8.5 Dispute Resolution . Each Party stipulates that, if there is any dispute or disagreement between the Parties as to the interpretation of any provision of, or the performance of obligations under, this Agreement, such dispute or disagreement shall be resolved in accordance with Section 7.3 of the Separation Agreement, the terms of which are incorporated by reference herein.

Section 8.6 Notices . Each Party giving any notice required or permitted under this Agreement will give the notice in writing and use one of the following methods of delivery to the party to be notified, at the address set forth below or another address of which the sending Party has been notified in accordance with this Section 8.6 as follows: (a) personal delivery; (b) facsimile or telecopy transmission with a reasonable method of confirming transmission; (c) commercial overnight courier with a reasonable method of confirming delivery; or (d) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a Party is effective for purposes of this Agreement only if given as provided in this Section 8.6 and will be deemed given on the date that the intended addressee actually receives the notice.

The Manitowoc Company, Inc.

2400 South 44th Street

Manitowoc, Wisconsin 54220

United States of America

Attention: General Counsel

Facsimile: (920) 652-9777

Manitowoc Foodservice, Inc.

2227 Welbilt Boulevard

New Port Richey, Florida 34655

United States of America

Attention: General Counsel

Facsimile: (727) 569-1271

Section 8.7 Binding Effect and Assignment . This Agreement binds and benefits the Parties and their respective successors and assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the written consent of the other Party which consent may be withheld in such other Party’s sole and absolute discretion, and any assignment or attempted assignment in violation of the foregoing will be null and void.

Section 8.8 Severability . If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.

Section 8.9 Entire Agreement . This Agreement constitutes the final agreement between the Parties, and is the complete and exclusive statement of the Parties’ agreement on the matters contained herein. All prior and contemporaneous negotiations and agreements between the

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Parties with respect to the matters contained herein are superseded by this Agreement. In the event of any conflict between any provision in this Agreement and any specific provision in the Separation Agreement, the provision in this Agreement will control over the provisions in the Separation Agreement.

Section 8.10 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. 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.

Section 8.11 Amendment . The Parties may amend this Agreement only by a written agreement signed by each Party to be bound by the amendment and that identifies itself as an amendment to this Agreement.

Section 8.12 Waiver . The Parties may waive a provision of this Agreement only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion.

Section 8.13 Construction of Agreement .

(a) Where this Agreement states that a Party “will” or “shall” perform in some manner or otherwise act or omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement.

(b) The captions, titles and headings, and table of contents, included in this Agreement are for convenience only and do not affect this Agreement’s construction or interpretation. When a reference is made in this Agreement to an Article or a Section, exhibit or schedule, such reference will be to an Article or Section of, or an exhibit or schedule to, this Agreement unless otherwise indicated.

(c) The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance.

(d) This Agreement is not to be construed for or against any Party based on which Party drafted any of the provisions of this Agreement. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no provision of this Agreement will be interpreted for or against any Party because that Party or its attorney drafted the provision.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Transition Services Agreement as of the day and year first written above.

[Signature page to Transition Services Agreement]

Exhibit 10.2

Executive Version

TAX MATTERS AGREEMENT

BY AND AMONG

THE MANITOWOC COMPANY, INC.

AND

MANITOWOC FOODSERVICE, INC.

MARCH 4, 2016

TABLE OF CONTENTS

i

ii

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (the “ Agreement ”) is entered into on March 4, 2016 (the “ Effective Date ”), by and among The Manitowoc Company, Inc., a Wisconsin corporation (“ Manitowoc ParentCo ”), and Manitowoc Foodservice, Inc., a Delaware corporation (“ SpinCo ”) (Manitowoc 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 Manitowoc ParentCo has determined that it would be appropriate and desirable to separate the Foodservice Business (as defined below) from Manitowoc ParentCo. This Agreement is being entered into simultaneously with the distribution by Manitowoc ParentCo of all the outstanding shares of common stock of SpinCo (the “ Distribution ”).

B. Manitowoc ParentCo is the common parent of an affiliated group of corporations that has elected to file consolidated federal income tax returns. Immediately prior to the Distribution, this affiliated group of which Manitowoc ParentCo is the common parent included SpinCo.

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 (defined below) and the Separation Agreement to qualify as a plan of reorganization as described in Treas. Reg. § 1.368-2(g).

D. 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 of the Contribution and the 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 Foodservice Business as conducted immediately prior to the Distribution, and

(ii) with respect to any other Separation Transaction intended to qualify as tax-free pursuant to Section 355 of the Code or analogous provisions of state, local or foreign law, 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, or the analogous provisions of state or local law) by the relevant SpinCo Entity of the Foodservice Business relating to such SpinCo Entity as conducted immediately prior to such Separation Transaction.

“ 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 Manitowoc 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 Manitowoc ParentCo or Manitowoc ParentCo’s shareholders prior to (or, in case of Manitowoc ParentCo’s shareholders, after) the time of the Distribution.

“ Agreement ” means this Tax Matters Agreement.

“ Applicable Interest Rate ” means a per annum rate equal to the three month LIBOR fixing such rate as of the date such payment was due (the “ Due Date ”) or if a holiday the previous business day, plus four percent (4%). Interest will be calculated based on a 365 day year and the actual number of days elapsed from the Due Date.

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

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

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

“ Contribution ” means the steps set forth in Section 2.2 of the Separation Agreement.

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

“ DGCL ” means the Delaware General Corporation Law.

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

“ Distribution Date ” means the date on which the Distribution occurs.

“ Due Date ” has the meaning set forth in the definition of Applicable Interest Rate.

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

“ Employee Matters Agreement ” means the Employee Matters Agreement, dated as of March 4, 2016, by and among Manitowoc ParentCo and SpinCo, as amended from time to time.

“ 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, without regard to whether any entity is treated as disregarded for U.S. federal income tax purposes.

“ 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 such term for purposes of Sections 355(d) and (e) of the Code.

“ Filing Date ” has the meaning set forth in Section 6.4(d).

“ 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 forms 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

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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.

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

“ Foreign Income Tax ” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulation Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

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

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

“ Internal Reorganization ” has the meaning set forth in the Separation Agreement.

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

“ Internal Reorganization Step Plan ” means that certain plan of reorganization titled The Manitowoc Company, Inc. Proposed Foodservice Separation Steps, dated March 4, 2016.

“ Internal Restructuring ” has the meaning set forth in Section 6.1(e).

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

“ Joint Return ” means any Tax Return that actually includes, by election or otherwise, one or more members of the Manitowoc ParentCo Group together with one or more members of the SpinCo Group. For the avoidance of doubt, a German organschaft consisting of at least one member of the Manitowoc ParentCo Group and one member of the SpinCo Group

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shall be considered a Joint Return. The fact that a member of one Group may elect to surrender losses to a member of another Group under the United Kingdom’s rules regarding loss surrender shall not cause those members to be considered to have filed a Joint Return, however.

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

“ Manitowoc ParentCo Affiliated Group ” means the affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which Manitowoc ParentCo is the common parent.

“ Manitowoc ParentCo Federal Consolidated Income Tax Return ” means any U.S. federal Income Tax Return for the Manitowoc ParentCo Affiliated Group.

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

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

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

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

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

“ Payment Date ” means (i) with respect to any Manitowoc ParentCo Federal Consolidated 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.

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“ 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 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 and/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 SpinCo or one or more holders of outstanding shares of SpinCo Capital Stock, a number of shares of SpinCo Capital Stock that would, when combined with any other changes in ownership of SpinCo Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise 40% or more of (i) the value of all outstanding shares of stock of SpinCo 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 voting stock of SpinCo 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.

“ Representation Letters ” means any representations, officer’s certificates, representation letters, or other materials delivered or deliverable by Manitowoc ParentCo, its Affiliates, or representatives thereof or SpinCo, its Affiliates, or representatives thereof in connection with the Tax Opinion.

“ 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 a private letter ruling issued by the IRS to Manitowoc ParentCo in connection with the Contribution and Distribution.

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“ Ruling Request ” means any letter filed by Manitowoc ParentCo 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 336(e) Election ” means an election made pursuant to Section 336(e) of the Code.

“ 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 40%.

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

“ Separation Agreement ” means the Master Separation and Distribution Agreement, dated as of March 4, 2016, by and among Manitowoc 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.

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

“ SpinCo Capital Stock ” means all classes or series of capital stock of SpinCo, including (i) the SpinCo Common Stock, (ii) all options, warrants and other rights to acquire such capital stock, and (iii) all instruments properly treated as stock in SpinCo for U.S. federal income tax purposes.

“ 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 another prior Tax Period under the Code or other applicable Tax Law.

“ SpinCo Common Stock ” means the common stock, par value $0.01 per share, of SpinCo.

“ 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.

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

“ 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.

“ Subpart F Income ” means, collectively, (i) “subpart F income,” as defined in Section 952 of the Code and (ii) any investment in “United States property,” as defined in Section 956 of the Code; to the extent that such amount is recognized under section 951(a)(1)(A) or (B) of the Code.

“ 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), 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 a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

“ 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.

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“ 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 the qualification of the Contribution and the Distribution, taken together, (i) as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (ii) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(d), 355(e), and 361(c) of the Code, and (iii) as a transaction in which Manitowoc ParentCo, SpinCo and the shareholders of Manitowoc ParentCo recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361, and 1032 of the Code; other than: (i) in the case of Manitowoc ParentCo and SpinCo, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code, and (ii) in the case of shareholders of Manitowoc ParentCo, 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 Opinion ” means the opinion of Baker & McKenzie LLP deliverable to Manitowoc ParentCo in connection with the Contribution and the Distribution.

“ 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 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 Manitowoc ParentCo (or any Manitowoc 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 or the Distribution to have Tax-Free Status or from the failure of a Separation Transaction to have the tax treatment described in the Tax Opinion or Internal Reorganization Step Plan.

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“ 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.

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

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

“ UK Loss Surrender Filings ” means any returns, claims or filings required to enable the surrender of losses under United Kingdom tax law from a member of the SpinCo Group (or member of the Manitowoc ParentCo Group) to a member of the Manitowoc ParentCo Group (or a member of the SpinCo Group) including but not limited to the preparation and filing of Her Majesty’s Custom & Revenue’s Form CT600c.

“ Unqualified Tax Opinion ” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is acceptable to Manitowoc ParentCo, on which Manitowoc ParentCo may rely to the effect that a transaction will not affect the Tax-Free Status. Any such opinion must assume that the Contribution and the 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) Manitowoc ParentCo Liability . Manitowoc ParentCo shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against:

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

(ii) any liability for German real estate transfer tax imposed with respect to the Separation Transactions;

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

(iv) any liability for Taxes as a result of Manitowoc ParentCo’s breach of a warranty or covenant in the Separation Agreement or any Ancillary Agreement (as that term is defined in the Separation Agreement)

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

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

(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 Ancillary Agreement (as that term is defined in the Separation Agreement).

2.2. Allocation of Federal Income and Federal Other Taxes .

Except as provided in Section 2.5, 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 . With respect to any Joint Return, Manitowoc 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 such Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-Distribution Periods.

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

(i) Manitowoc 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 Manitowoc ParentCo Separate Return (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 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 Tax as a result of a Final Determination) for all Tax Periods. For the avoidance of doubt, this shall include any liability for Taxes imposed with respect to Subpart F Income accrued by a CFC that is a member of the SpinCo Group even if the Subpart F Income accrued in a Straddle Period for that CFC.

2.3. Allocation of State Income and State Other Taxes . Except as provided in Section 2.5, 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 . Manitowoc 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 Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-Distribution Periods.

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

(i) Manitowoc 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 Manitowoc ParentCo Separate Return (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 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 Tax as a result of a Final Determination) for all Tax Periods.

2.4. Allocation of Foreign Income and Foreign Other Taxes . Except as provided in Section 2.5, 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 due 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) which Taxes are attributable to the SpinCo Group for all Pre-Distribution Periods, as determined pursuant to Section 2.6.

(ii) Allocation to Manitowoc ParentCo for Pre-Distribution Periods . Manitowoc ParentCo shall be responsible for any and all Foreign Income Taxes or Foreign Other Taxes due 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) other than those Foreign Income Taxes described in Section 2.4(a)(i) for all Pre-Distribution Periods.

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

(i) Manitowoc ParentCo shall be responsible for any and all Foreign Income Taxes or Foreign Other Taxes due with respect to or required to be reported on any Manitowoc ParentCo Separate Return, including any Foreign Income Tax of Manitowoc ParentCo or any member of the Manitowoc 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.

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(ii) SpinCo shall be responsible for any and all Foreign Income Taxes or Foreign Other Taxes due 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 Manitowoc ParentCo Group (and including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(iii) Notwithstanding the fact that the Tax Returns reflecting the UK Income Tax liability of the UK members of the Manitowoc ParentCo Group and the SpinCo Group are considered Separate Returns, SpinCo (or Manitowoc ParentCo) agrees to surrender losses that a UK member of the SpinCo Group (or Manitowoc ParentCo) may have to a UK member of the Manitowoc ParentCo Group (or SpinCo Group) for any Pre-Distribution Periods in the event the Tax Return for that member has not yet been filed. Moreover, in the event that: (a) the UK Tax Authority audits a UK member of the Manitowoc ParentCo Group for the Pre-Distribution Period and proposes an increase in the taxable income of that member; and (b) a UK SpinCo Group member has losses that it is allowed to surrender to offset that increase in the year to which that adjustment relates; then that UK member of the SpinCo Group will be obligated to cooperate with Manitowoc ParentCo to surrender those losses to the extent permitted under UK law.

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

2.6. Determination of Tax Attributable to the Foodservice Business .

(a) Foreign Income Tax . For purposes of Section 2.4(a)(i), the amount of Foreign Income Taxes attributable to the SpinCo Group shall be as determined by Manitowoc ParentCo on a pro forma SpinCo Group return prepared:

(i) including only Tax Items of members of the SpinCo Group that were included in the relevant Joint Return;

(ii) using all elections, accounting methods and conventions used on such Joint Return for such period; and

(iii) applying the highest statutory marginal corporate Income Tax rate in effect for such Tax Period.

(b) Limitation . The amount of Foreign Income Taxes attributable to the Foodservice Business for any Tax Period shall not be less than zero.

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2.7. Proration of Taxes : In the event that it becomes necessary to apportion Taxes to the Pre-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 a mid-month proration in accordance with Treasury Regulation Section 1.1502-76 may be used as necessary and in Manitowoc ParentCo’s discretion; and

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

ARTICLE III

PREPARATION AND FILING OF TAX RETURNS

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

(a) All Joint Returns; and

(b) Manitowoc 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 Manitowoc 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. For the avoidance of doubt, SpinCo shall have responsibility for preparing and filing the UK Loss Surrender Filings for the Pre-Distribution Period.

3.3. Tax Reporting Practices .

(a) Manitowoc ParentCo General Rule . Except as provided in Section 3.3(c), Manitowoc ParentCo shall prepare any Tax Return for a Pre-Distribution Period which it has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.1, 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 Manitowoc ParentCo.

(b) SpinCo General Rule . Except as provided in Section 3.3(c), with respect to any Tax Return that SpinCo has the obligation and right to prepare and file, or cause to be prepared and filed for a Pre-Distribution Period, under Section 3.2, 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

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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 Opinion and Internal Reorganization Step Plan, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no reasonable basis for such Tax treatment. 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 Manitowoc ParentCo or any member of the Manitowoc ParentCo Group or caused or to be caused to be filed by Manitowoc ParentCo, unless there is no reasonable basis for such Tax treatment. In the event that a Company shall determine that there is no reasonable basis for the Tax treatment described in either of the preceding two sentences, such Company shall notify the other Company twenty (20) Business Days prior to filing the relevant Tax Return and the Companies shall attempt in good faith to agree on the manner in which the relevant portion of the Separation Transactions shall be reported.

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 Manitowoc ParentCo determines are required to be filed or that Manitowoc 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 material Tax Return shall make the portion of such Tax Return and related workpapers which are relevant to the determination of the other Company’s rights or obligations under this Agreement available for review by the other Company, if requested, to the extent: (i) such Tax Return relates to Taxes for which the requesting party would reasonably be expected to be liable, (ii) such Tax Return relates to Taxes and the requesting party 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 requesting party would reasonably be expected to have a claim for Tax Benefits under this Agreement, or (iv) the requesting party reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement. The Responsible Company shall: (i) notify the non-responsible party of the Tax Return at least fifteen (15) days before the filing date, and (ii) use reasonable efforts to have such Tax Return modified before filing, taking into account the person responsible for payment of the Tax (if any) reported on such Tax Return and whether the amount of Tax liability allocable to the requesting party with respect to such Tax Return is material. The Companies shall attempt in good faith to resolve any issues arising out of the review of such Tax Return.

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(b) Material Tax Returns . For purposes of Section 3.5(a), a Tax Return is “material” if it could reasonably be expected to reflect (i) Tax liability equal to or in excess of $500,000, (ii) a credit or credits equal to or in excess of $500,000 or (iii) a loss or losses equal to or in excess of $1.5 million, in each case with respect to the requesting party.

3.6. SpinCo Carrybacks and Claims for Refund . SpinCo hereby agrees that, unless Manitowoc ParentCo consents in writing, (i) no Adjustment Request with respect to any Tax Return for a pre-Distribution Period or Straddle Period shall be filed, and (ii) any available elections to waive the right to claim in any Pre-Distribution Period with respect to any Tax Return any SpinCo Carryback arising in a Post-Distribution Period shall be made, and no affirmative election shall be made to claim any such SpinCo Carryback.

3.7. Apportionment of Tax Attributes .

(a) Except as provided in paragraph (b), Manitowoc ParentCo may in good faith advise SpinCo in writing of the amount, if any, of any Tax Attributes, which Manitowoc ParentCo determines, in its sole and absolute discretion, shall be allocated or apportioned to the SpinCo Group under applicable law, or may provide SpinCo relevant information for making such determination on an as-is basis, provided that this Section 3.7(a) shall not be construed as obligating Manitowoc ParentCo to undertake any such determination or provide any such information. For the avoidance of doubt, Manitowoc ParentCo makes no representation or warranty as to the accuracy or completeness of any such determination or information. SpinCo and all members of the SpinCo Group shall prepare all Tax Returns in accordance with any such determination. SpinCo may request that Manitowoc 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 law; to the extent that Manitowoc 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 of the receipt of such request, SpinCo shall be permitted to undertake such determination at its own cost and expense and shall notify Manitowoc ParentCo of its determination, which determination shall not be binding upon Manitowoc ParentCo. In the event that Manitowoc ParentCo does determine 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 Manitowoc ParentCo’s calculation and wants to pursue its rights under Section 11.2, it must provide written notice within forty-five days of its receipt of Manitowoc ParentCo’s calculation. SpinCo agrees that if it does not exercise its rights under Article XI, it shall not subsequently dispute or take a position contrary to Manitowoc ParentCo’s allocation or apportionment of Tax Attributes. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, Manitowoc ParentCo shall bear no liability to SpinCo for determinations made by Manitowoc ParentCo pursuant to this Section 3.7(a) if any such determination shall be found or asserted to be inaccurate.

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(b) Manitowoc ParentCo shall provide SpinCo with a calculation of any overall foreign loss (within the meaning of Section 904(f)(2) of the Code) or separate limitation loss (within the meaning of Section 904(f)(5)(E)(iii) of the Code) allocable to any member of the SpinCo Group within six (6) months following the month in which the Distribution occurs or November 30, 2016, whichever is later. SpinCo shall have thirty (30) days to review and comment on Manitowoc ParentCo’s computation. Any dispute shall be addressed by Article XI, with the proviso that if SpinCo disagrees with Manitowoc ParentCo’s calculation and wants to pursue its rights under Section 11.2, it must provide written notice within forty-five days of its receipt of Manitowoc ParentCo’s calculation.

3.8. Signing of Returns Prepared by the Other Party . In the event that a Company is legally required to sign a Tax Return but is not the Responsible Company, the Company shall nevertheless sign the Tax Return prepared by the Responsible Company unless a material position taken on such Tax Return does not have substantial authority as that term is defined under Section 6662 of the Code.

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 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 3.4 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 earlier of (i) the due date (including extensions) for filing any such Tax Return (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file) or (ii) the date on which such Tax Return is filed, if Manitowoc ParentCo is the Responsible Company, then SpinCo shall pay to Manitowoc ParentCo the amount allocable to the SpinCo Group under the provisions of Article II, and if SpinCo is the Responsible Company, then Manitowoc ParentCo shall pay to SpinCo the amount allocable to the Manitowoc ParentCo Group under the provisions of Article II, in each case, plus interest computed at the Applicable Interest Rate on the amount of the payment based on the number of days from the earlier of (i) the due date of the Tax Return (including extensions) or (ii) the date on which such Tax Return is filed, to the date of payment.

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(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 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 SpinCo Group in accordance with Article II and SpinCo shall pay to Manitowoc ParentCo any amount due Manitowoc ParentCo (or Manitowoc 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. Any payments required under this Section 4.1(c) shall include interest computed at the Applicable Interest Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.1(c).

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 reimburse the Payor within twenty (20) Business Days of 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. The reimbursement shall include interest on the Tax payment computed at the Applicable Interest Rate based on the number of days from the date of the payment to the Tax Authority to the date of reimbursement under this Section 4.3.

(b) All indemnification payments under this Agreement shall be made by Manitowoc ParentCo directly to SpinCo and by SpinCo directly to Manitowoc ParentCo; provided, however, that if the Companies mutually agree with respect to any such indemnification payment, any member of the Manitowoc 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 Section 10.1.

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ARTICLE V

TAX REFUNDS AND CORRELATIVE TAX BENEFITS AND SPINCO CARRYBACKS

5.1. Tax Refunds . Manitowoc ParentCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which Manitowoc ParentCo is liable hereunder, SpinCo shall be entitled (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 hereunder and a Company receiving a refund to which another Company is entitled hereunder shall pay over such refund to such other Company within twenty (20) Business Days after such refund is received (together with interest computed at the Applicable Interest Rate based on the number of days from the date the refund was received to the date the refund was paid over).

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 Manitowoc ParentCo Group is liable hereunder (or reduces any Tax Attribute of a member of the Manitowoc ParentCo Group), or (ii) if a member of the Manitowoc ParentCo 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 SpinCo Group is liable hereunder (or reduces any Tax Attribute of a member of the SpinCo Group); and such Tax Attribute would not have arisen but for such adjustment or reporting (determined on a “with and without” basis), SpinCo or Manitowoc ParentCo, as the case may be, shall make a payment to either Manitowoc ParentCo or SpinCo, as appropriate, within 90 days following notice of such Final Determination, in an amount equal to the estimated cash Tax Benefit resulting from the realization of the Tax Attribute, based on the forecasted realization of the increased Tax Attribute, calculated at a reasonable Federal and state tax rate and present valued at the Applicable Interest Rate. The intention of this provision is to reduce the administration associated with reporting the realization of the cash Tax Benefit described in Section 5.2(b) for an increase in a Tax Attribute resulting from a Final Determination.

(b) If: (i) a member of the SpinCo Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the Manitowoc ParentCo Group is liable hereunder (or reduces any Tax Attribute of a member of the Manitowoc ParentCo Group), or (ii) if a member of the Manitowoc ParentCo Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination that increases Taxes for which a member of the SpinCo Group is liable hereunder (or reduces any Tax Attribute of a member of the SpinCo Group); and such Tax Benefit would not have arisen but for such adjustment or reporting (determined on a “with and without” basis) and has not already been addressed under Section 5.2(a), SpinCo or Manitowoc ParentCo, as

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the case may be, shall make a payment to either Manitowoc ParentCo or SpinCo, as appropriate, within 90 days following such actual realization of the Tax Benefit, in an amount equal to such Tax Benefit actually realized in cash (including any Tax Benefit actually realized as a result of the payment), plus interest on such amount computed at the Applicable Interest Rate based on the number of days from the date of such actual realization of the Tax Benefit to the date of payment of such amount under this section.

(c) 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, a SpinCo Carryback permitted pursuant to Section 3.6; provided, however, SpinCo shall indemnify and hold the members of the Manitowoc ParentCo Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such 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 Manitowoc ParentCo Group or an Affiliate thereof if (i) such Tax Attributes expire unutilized, but would have been utilized but for such 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 Carryback. Any such payment of such refund made by Manitowoc ParentCo to SpinCo pursuant to this section 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 Manitowoc 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 Manitowoc ParentCo such that the aggregate amount paid pursuant to this section equals such recalculated amount (with interest computed at the Applicable Interest Rate).

ARTICLE VI

TAX-FREE STATUS

6.1. Restrictions on SpinCo .

(a) Compliance with Tax Opinion 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 Opinion. 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 and the Distribution, or (ii) the qualification of any Separation Transaction (including, but not limited to, those transactions described in the Tax Opinion or Internal Reorganization Step Plan) under U.S. federal, state, local or non-U.S. Tax Law as wholly or partially tax-free or tax-deferred.

(b) Preservation of Active Trade or Business . From the Distribution Date until the first Business Day after the two-year anniversary of the Distribution

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Date, SpinCo shall (i) maintain its status as a company engaged in the 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 the 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 Opinion for purposes of qualifying a transaction as tax-free pursuant to Section 355 of the Code or other Tax Law, to maintain its status as a company engaged in such Active Trade or Business for purposes of Section 355(b)(2) of the Code and any such other applicable Tax Law; (iv) not engage in any transaction or permit a SpinCo Affiliate to engage in any transaction that would result in them ceasing to be engaged in the relevant Active Trade or Business for purposes of Section 355(b)(2) of the Code or such other applicable Tax Law, taking into account Section 355(b)(3) of the Code for purposes of clauses (i) through (iv); (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 election under Treasury Regulation Section 301.7701-3, and (vi) except as provided in Section 6.1(c) or 6.1(d), not sell, transfer or dispose of any stock or assets constituting more than 25% of the gross 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. The foregoing shall not prevent SpinCo from using its cash or cash equivalents to repay debt, acquire an unrelated company or make distributions to its shareholders.

(c) Proposed Acquisition Transaction . 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 to, (i) 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 Section 203 of the DGCL or any similar corporate statute, any “fair price” or other provision of SpinCo’s charter or bylaws, (d) amending its certificate of incorporation to declassify its Board of Directors or approving any such amendment, or otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) in a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to SpinCo pursuant to the Contribution or sell or transfer 25% or more of the gross assets of any Active Trade or Business or 25% or more of the consolidated gross assets of SpinCo and its Affiliates (the denominator of such percentages to be measured based on fair market value of SpinCo’s assets as of the Distribution Date), (iv) redeem or otherwise repurchase (directly or through a SpinCo Affiliate) any SpinCo stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue

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Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of SpinCo Capital Stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock), or (vi) 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 Opinion) 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 SpinCo or otherwise jeopardize the Tax-Free Status, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) SpinCo shall have requested that Manitowoc ParentCo obtain a Ruling 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 and Manitowoc ParentCo shall have received such a Ruling in form and substance satisfactory to Manitowoc ParentCo in its sole and absolute discretion, or (B) SpinCo shall provide Manitowoc ParentCo with an Unqualified Tax Opinion in form and substance satisfactory to Manitowoc ParentCo in its sole and absolute discretion (and in determining whether an opinion is satisfactory, Manitowoc 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 Manitowoc ParentCo may determine that no opinion would be acceptable to Manitowoc ParentCo), or (C) Manitowoc ParentCo shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion. Manitowoc ParentCo shall not be required to take any action related to obtaining a Ruling unless and until SpinCo has provided to Manitowoc ParentCo an opinion reasonably acceptable to Manitowoc ParentCo from a Tax Advisor to the effect that the outcome of the ruling process should be favorable. In all events, prior to obtaining either the Ruling or Unqualified Tax Opinion referred to herein, SpinCo shall consult with Manitowoc ParentCo.

(d) Certain Acquisitions of SpinCo Capital 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 Effective Date until the first Business Day after the two-year anniversary of the Distribution Date, SpinCo shall provide Manitowoc 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 SpinCo Capital 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 ”).

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(e) SpinCo Internal Restructuring . SpinCo shall not engage in, and shall not cause or permit, any internal restructuring (including by making or revoking any election under Treasury Regulation Section 301.7701-3) involving a member of the SpinCo Group including any contribution, sale, or other transfer (not including sales in the ordinary course of business) of any of the assets contributed to SpinCo as described in the Separation Agreement (any such action, an “ Internal Restructuring ”), during or with respect to any Tax Period (or portion thereof) ending on or prior to the two-year anniversary of the Distribution Date unless SpinCo first consults with Manitowoc ParentCo regarding any such proposed actions reasonably in advance of taking any such proposed actions and considers in good faith any comments from Manitowoc ParentCo relating thereto.

(f) 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 Manitowoc ParentCo or any member of the Manitowoc 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 Manitowoc ParentCo which Gain Recognition Agreement is determined by Manitowoc 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 Manitowoc ParentCo or any member of the Manitowoc ParentCo Group recognizing gain under any Gain Recognition Agreement.

6.2. Restrictions on Manitowoc ParentCo . Manitowoc ParentCo shall not take or fail to take, and shall not permit any Manitowoc 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 Opinion, 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 qualification of any Separation Transaction under U.S. federal, state, local, or non-U.S. Tax Law as tax free from so qualifying; provided, however, that this Section 6.2 shall not be construed as obligating Manitowoc ParentCo to consummate the Distribution nor shall it be construed as preventing Manitowoc 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 Manitowoc ParentCo that it desires to take one of the actions described in clauses (i) through (vi) of Section 6.1(c) (a “ Notified Action ”), Manitowoc ParentCo and SpinCo shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 6.1(c), unless Manitowoc ParentCo shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion.

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(b) Rulings or Unqualified Tax Opinions at SpinCo’s Request . Manitowoc ParentCo agrees that at the reasonable request of SpinCo pursuant to Section 6.1(c), Manitowoc 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 Manitowoc ParentCo be required to file any Ruling Request under this Section 6.3(b), and Manitowoc ParentCo shall not file any Ruling Request 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 Business Days after receiving an invoice from Manitowoc ParentCo therefor, SpinCo shall reimburse Manitowoc ParentCo for all reasonable costs and expenses, including expenses relating to the utilization of Manitowoc ParentCo personnel, incurred by the Manitowoc ParentCo Group in obtaining a Ruling or Unqualified Tax Opinion requested by SpinCo.

(c) Rulings or Unqualified Tax Opinions at Manitowoc ParentCo’s Request . Manitowoc ParentCo shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Manitowoc ParentCo determines to obtain a Ruling or an Unqualified Tax Opinion, SpinCo shall (and shall cause each Affiliate of SpinCo to) cooperate with Manitowoc ParentCo and take any and all actions reasonably requested by Manitowoc ParentCo in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, 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 Business Days after receiving an invoice from SpinCo therefor, Manitowoc ParentCo shall reimburse SpinCo for all reasonable costs and expenses, including expenses relating to the utilization of SpinCo personnel, incurred by the SpinCo Group in connection with such cooperation.

(d) Ruling Process . SpinCo hereby agrees that Manitowoc ParentCo shall have sole and exclusive control over the process of obtaining any Ruling, and that only Manitowoc ParentCo shall apply for a Ruling. In connection with obtaining a Ruling pursuant to Section 6.3(b): (i) Manitowoc ParentCo shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by Manitowoc ParentCo in connection therewith; (ii) Manitowoc 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;

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and (iii) Manitowoc 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 from the IRS or any other Tax Authority (whether written, verbal or otherwise) 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 clause (A), (B), or (C) of Section 6.1(c) may have been provided, regardless of whether Manitowoc ParentCo may have consented to an Internal Restructuring, 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 Manitowoc 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: (A) the acquisition (other than pursuant to the Contribution or the Distribution) of all or a portion of SpinCo’s stock and/or its or its subsidiaries’ assets by any means whatsoever by any Person; (B) any negotiations, understandings, agreements, or arrangements by SpinCo with respect to transactions or events (including, without limitation, 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 to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of SpinCo representing a Fifty-Percent or Greater Interest therein; (C) any action or failure to act by SpinCo after the Distribution (including, without limitation, any amendment to SpinCo’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock); (D) any act or failure to act by SpinCo or any SpinCo Affiliate described in Section 6.1 (regardless whether such act or failure to act may be required by law or may be covered by a Ruling, Unqualified Tax Opinion, or waiver described in clause (A), (B) or (C) of Section 6.1(c), a Board Certificate described in Section 6.1(d), a consent described in Section 6.1(e)); or (E) any breach by SpinCo of its agreement and representation set forth in Section 6.1(a) or its representations set forth in Section 6.5.

(b) Manitowoc ParentCo Liability . Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, subject to Section 6.4(c), Manitowoc ParentCo shall be responsible for, and shall indemnify and hold harmless SpinCo and its Affiliates and each of their respective officers, directors

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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: (A) the acquisition (other than pursuant to the Contribution or the Distribution) of all or a portion of Manitowoc ParentCo’s stock and/or its assets by any means whatsoever by any Person; (B) any negotiations, agreements, or arrangements by Manitowoc ParentCo with respect to transactions or events (including, without limitation, 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 to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Manitowoc ParentCo representing a Fifty-Percent or Greater Interest therein; (C) any act or failure to act by Manitowoc ParentCo or a member of the Manitowoc ParentCo Group described in Section 6.2 or any breach by Manitowoc 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 Manitowoc 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 state, local or foreign Tax law).

(c) Computation of Liability .

(i) To the extent that any Tax-Related Loss is subject to indemnity under both Section 6.4(a) and Section 6.4(b), responsibility for such Tax-Related Loss shall be shared by Manitowoc ParentCo and SpinCo according to relative fault.

(1) Notwithstanding Section 6.4(b) or 6.4(c)(i), with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty Percent or Greater Interest in Manitowoc ParentCo) and (II) any other Tax-Related Loss resulting (for the avoidance of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of SpinCo (or any SpinCo Affiliate) by any means whatsoever by any Person or any action or failure to act by SpinCo affecting the voting rights of SpinCo stock, SpinCo shall be responsible for, and shall indemnify and hold harmless Manitowoc ParentCo and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Losses.

(2) Notwithstanding anything to the contrary in Section 6.4(a) or Section 6.4(c)(i), with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty Percent or Greater Interest in SpinCo) and (II) any other Tax-Related Loss resulting (for the avoidance of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of Manitowoc ParentCo (or any

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Manitowoc ParentCo Affiliate) by any means whatsoever by any Person, Manitowoc 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 such Tax-Related Losses.

(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 . SpinCo shall pay Manitowoc ParentCo the amount of any Tax-Related Losses for which SpinCo is responsible under this Section 6.4: (A) in the case of Tax-Related Losses described in clause (i) of the definition of Tax-Related Losses, no later than two Business Days prior to the date Manitowoc ParentCo files, or causes to be filed, the applicable Tax Return for the year of the Contribution or Distribution, as applicable (the “ Filing Date ”) (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 SpinCo shall pay Manitowoc ParentCo no later than two Business Days after the later of the date of such Final Determination or the date Manitowoc ParentCo provides notice of such determination to SpinCo) , and (B) in the case of Tax-Related Losses described in clause (ii) or (iii) of the definition of Tax-Related Losses, no later than two Business Days after the later of the date Manitowoc ParentCo pays such Tax-Related Losses or the date that Manitowoc provides notice of payment to SpinCo. Manitowoc ParentCo shall pay SpinCo the amount of any Tax-Related Losses described in clause (ii) or (iii) of the definition of Tax-Related Loss for which Manitowoc ParentCo is responsible under this Section 6.4 no later than two Business Days after the later of the date that SpinCo pays such Tax-Related Losses or the date that SpinCo provides notice of payment to Manitowoc ParentCo.

(e) Section 336(e) Election . If Manitowoc ParentCo determines, in its sole discretion, that a Section 336(e) Election shall be made with respect to the Distribution, SpinCo shall (and shall cause the relevant member of the SpinCo Group to) join with Manitowoc ParentCo or the relevant member of the Manitowoc ParentCo Group in the making of such election and shall take any action reasonably requested by Manitowoc ParentCo or that is otherwise necessary to give effect to such election (including making any other related election). If a Section 336(e) Election is made with respect to the Distribution, then, in the event the Contribution and Distribution fail to have Tax-Free Status and Manitowoc ParentCo is not entitled to indemnification for the Tax-Related Losses arising from such failure, SpinCo shall pay to Manitowoc ParentCo any Tax Benefits actually realized in cash by the SpinCo Group or any member of the

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SpinCo Group arising from the step-up in Tax basis resulting from the Section 336(e) Election; provided, such amounts payable shall be reduced by all reasonable costs incurred by SpinCo to amend any Tax Returns or other governmental filings related to such Section 336(e) Election.

6.5. Representations .

(a) Each of Manitowoc 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 Ancillary Agreements to be untrue.

(c) SpinCo hereby represents and warrants that, during the two-year period ending on the Distribution Date, there was no “agreement, understanding or arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations 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 SpinCo Capital Stock (or any predecessor), provided however, that no representation is made regarding any such “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers, directors, or controlling shareholders of any member of the Manitowoc ParentCo Group (or another person with the implicit or explicit permission of one or more of such persons).

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

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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 Manitowoc 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 Manitowoc ParentCo and take any and all actions reasonably requested by Manitowoc ParentCo in connection with obtaining the Tax Opinion (including, without limitation, 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 Manitowoc ParentCo nor any Manitowoc 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 Manitowoc ParentCo or any Manitowoc 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 Manitowoc 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.

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7.2. Income Tax Return Information . SpinCo and Manitowoc ParentCo acknowledge that time is of the essence in relation to any request for information, assistance, or cooperation made by Manitowoc ParentCo or SpinCo pursuant to Section 7.1 or this Section 7.2. SpinCo and Manitowoc ParentCo acknowledge that failure to conform to the reasonable deadlines set by Manitowoc ParentCo or SpinCo could cause irreparable harm. 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.

7.3. Reliance by Manitowoc ParentCo . If any member of the SpinCo Group supplies information to a member of the Manitowoc ParentCo Group in connection with a Tax liability and an officer of a member of the Manitowoc ParentCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Manitowoc ParentCo Group identifying the information being so relied upon, the chief financial officer of SpinCo (or any officer of SpinCo as designated by the chief financial officer of SpinCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

7.4. Reliance by SpinCo . If any member of the Manitowoc ParentCo Group supplies information to a member of the SpinCo Group in connection with a Tax liability and an officer of a member of the SpinCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the SpinCo Group identifying the information being so relied upon, the chief financial officer of Manitowoc ParentCo (or any officer of Manitowoc ParentCo as designated by the chief financial officer of Manitowoc ParentCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

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 Manitowoc 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 ”). After the Retention Date, each Company may dispose of such Tax Records upon 60 Business Days’ prior written notice to the other Company. 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 material in the administration of any matter under the Code

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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 Manitowoc ParentCo and Manitowoc 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.

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 and shall permit the other Company and its Affiliates, authorized agents and representatives and any representative of a Taxing Authority or other Tax auditor direct access, at the cost and expense of such 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 reasonably required by the other Company in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

8.3. Preservation of Privilege . 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 Manitowoc ParentCo, such consent not to be unreasonably withheld.

ARTICLE IX

TAX CONTESTS

9.1. Notice . Each of the Companies shall provide prompt notice to the other Company of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding, or other material Tax Contest of which it becomes aware related to Taxes for Tax Periods for which it is indemnified by the other Company hereunder or for which it may be required to indemnify the other Company hereunder. 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 hereunder 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

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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. For purposes of the foregoing, a Tax Contest shall be considered “material” if it could reasonably be expected to result in: (i) a liability equal to or in excess of $500,000; (ii) a loss of credit or credits equal to or in excess of $500,000; or (iii) a loss or losses equal to or in excess of $1.5 million.

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, Manitowoc 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 . 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

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failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. 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.

(d) Tax Contest Participation . Unless waived by the parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably 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) Consultation in the Absence of Indemnification Obligation . In the event that one Group has responsibility for a Tax Contest that could reasonably be expected to have a correlative tax liability of $1 million or more to the other Group, the Group having responsibility for that Tax Contest shall consult with the other Group with respect to the resolution of that Tax Contest even if the other Group may not be obligated to indemnify the Group having control over the Tax Contest. In no event, however, shall the Group having responsibility for handling the Tax Contest be required to accept recommendations from the other Group with respect to the resolution of the Tax Contest.

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

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ARTICLE X

TAX TREATMENT OF INDEMNITY PAYMENTS

10.1. Tax Characterization of Indemnity Payments . In the absence of any change in Tax treatment under the Code or except as otherwise required by other applicable Tax Law, any indemnity payments made by a Company under this Agreement, the Separation Agreement or the Ancillary Agreements shall be reported for Tax purposes by the Payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution (but only to the extent the payment does not relate to a Tax allocated to the Payor in accordance with Section 1552 of the Code or the Treasury Regulations thereunder or Treasury Regulation Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)) or as payments of an assumed or retained liability.

10.2. Gross Up . If notwithstanding the manner in which payments described in Section 10.1 were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement or the Ancillary 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.

10.3. 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 law) and as interest income by the Indemnitee (includible in income to the extent provided by 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 mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner 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 Manitowoc 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 make a written request to refer the

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matter to the Dispute Resolution Committee (as defined in the Separation Agreement) pursuant to Section 7.3 of the Separation Agreement. In that event, the provisions of Section 7.3 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 Effective 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 email, upon the sender’s receipt of written confirmation of receipt from the recipient of such electronic mail (which, for purposes of this Section, shall not include an automated response), (iv) in the case of delivery by overnight courier, upon the date of delivery indicated in the records of such courier, and (v) three (3) Business Days after having been deposited in the mails as certified or registered matter, all fees prepaid.

Any notice to Manitowoc ParentCo shall be sent to it at:

The Manitowoc Company, Inc.

2400 South 44th Street

Manitowoc, WI 54221

Attention: Vice-President Taxes

Facsimile: (920) 652-9777

Any notice to SpinCo shall be sent to it at:

Manitowoc Foodservice, Inc.

2227 Welbilt Blvd.

New Port Richey, FL 34655

Attention: Vice-President, Tax

Facsimile: 920-652-9779

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

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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. Choice of Law and Severability . This Agreement shall be construed, interpreted, and enforced in accordance with the internal laws and decisions of the State of Wisconsin. If any provision of this Agreement shall be contrary to the laws of the State of Wisconsin or any other applicable law, at the present time or in the future, such provision shall be deemed null and void, but this shall not affect the legality of the remaining provisions of this Agreement. This Agreement shall be deemed to be modified and amended so as to be in compliance with applicable law, and this Agreement shall then be construed in such a way as will best serve the intention of the parties at the time of the execution of this Agreement.

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. Binding Effect . This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties hereto and their respective successors and assigns. Nothing in this Agreement shall be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to provisions of this Agreement.

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12.8. Entire Agreement . This Agreement, the Separation Agreement, and the Employee Matters Agreement contain the entire agreement between the Companies with respect to the subject matter hereof and supersedes all other agreements, whether or not written, in respect of any Tax between or among any member or members of the Manitowoc 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 Effective 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.

12.9. 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.

12.10. 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.

12.11. 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.

12.12. 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, compounded semiannually, from the due date of the payment to the date paid. To the extent interest required to be paid under this Section 12.12 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 12.12 or the interest rate provided under such other provision.

12.13. 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.

12.14. Amendment . This Agreement may not be amended except by the written agreement of all the parties to this Agreement.

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12.15. Specific Performance . The parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement, including Section 6.1, were not performed in accordance with its specific terms or were otherwise breached. The parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement, including Section 6.1, and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

12.16. Jurisdiction . If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the parties irrevocably (and the parties shall cause each other member of their respective Group to irrevocably) (i) consent and submit to the co-exclusive jurisdiction of federal and state courts located in the State of Wisconsin and in the State of Florida, (ii) waive any objection to that choice of forum in Wisconsin or in Florida based on venue or to the effect that the forum is not convenient, and (iii) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement on the Effective Date.

[Signature page to Tax Matters Agreement]

Exhibit 10.3

Execution Version

EMPLOYEE MATTERS AGREEMENT

THIS EMPLOYEE MATTERS AGREEMENT (this “ Agreement ”) is effective as of March 4, 2016 between The Manitowoc Company, Inc., a Wisconsin corporation (“ Manitowoc ParentCo ”), and Manitowoc Foodservice, Inc., a Delaware corporation (“ Manitowoc Foodservice ”).

WHEREAS , Manitowoc ParentCo and Manitowoc Foodservice are party to that certain Master Separation and Distribution Agreement, dated as of March 4, 2016 (the “ Separation Agreement ”), pursuant to which the parties agreed to separate the business of Manitowoc Foodservice and its subsidiaries from Manitowoc ParentCo; and

WHEREAS , certain individuals who work in or are assigned to the business of Manitowoc Foodservice and its subsidiaries and are directly employed by Manitowoc ParentCo or its affiliates will receive offers of employment from, or will otherwise become employees of, Manitowoc Foodservice or its subsidiaries pursuant to this Agreement or by operation of applicable local laws; and

WHEREAS , the parties hereto wish to set forth their agreement as to certain matters regarding the treatment of, and the compensation and employee benefits provided to, those former employees of Manitowoc ParentCo and its affiliates who become employees of Manitowoc Foodservice or its subsidiaries as described above, pursuant to the terms of this Agreement or by operation of applicable local laws.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1

DEFINITIONS

For purposes of this Agreement, the definitions set forth below apply. Capitalized terms used in this Agreement and not defined below have the meanings set forth elsewhere in this Agreement.

“ Affiliate ” of any specified person means any other person directly or indirectly “controlling,” “controlled by,” or “under common control with” (within the meaning of the Securities Act of 1933, as amended), such specified person; provided that for purposes of this Agreement, unless this Agreement expressly provides otherwise, the determination of whether a person is an Affiliate of another person will be made assuming that no member of the Manitowoc ParentCo Group is an Affiliate of any member of the Manitowoc Foodservice Group.

“ Applicable Transfer Date ” means the date on which a Delayed Transfer Employee actually commences employment with the Manitowoc Foodservice Group or the Manitowoc ParentCo Group (as applicable).

“ Business Day ” means a day other than a Saturday, a Sunday or a day on which banking institutions located in New York, New York are authorized or obligated by law or executive order to close.

“ Code ” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes any successor provision and the regulations promulgated under such provision.

“ Contractor ” means a person, other than an employee, who works in or is assigned to the businesses of Manitowoc ParentCo, Manitowoc Foodservice or any of their Affiliates.

“ Controlled Group Member ” means, as to Manitowoc ParentCo or Manitowoc Foodservice, any other entity which either is part of a controlled group of corporations which includes that party or is a trade or business under common control with that party, as defined in Sections 414(b), (c), and (m) of the Code.

“ Cranes Equity Compensation Award ” means each Cranes Stock Option, Cranes Restricted Share and Cranes Time-Based RSU.

“ Cranes Price ” means the Option Exercise Price multiplied by a fraction, (a) the numerator of which is the simple average of the volume-weighted average price of a share of Manitowoc ParentCo Common Stock solely on the New York Stock Exchange (on the ex-Distribution market to the extent applicable) on each of the first twenty (20) full trading sessions beginning with the first full trading session in which the Manitowoc ParentCo Common Stock began trading on the ex-Distribution market as reported by Bloomberg L.P. or any successor thereto and (b) the denominator of which is the simple average of the volume-weighted average price of a share of Manitowoc ParentCo Common Stock solely on the New York Stock Exchange on each of the last twenty (20) full trading sessions immediately prior to the effective time of the Distribution as reported by Bloomberg L.P. or any successor thereto.

“ Cranes Restricted Share ” means a restricted share of Manitowoc ParentCo Common Stock relating to Manitowoc ParentCo Restricted Shares described in Section 9.1(a)(ii)(1).

“ Cranes Stock Option ” means an option to acquire Manitowoc ParentCo Common Stock relating to a Manitowoc ParentCo Stock Option described in Section 9.1(a)(i).

“ Cranes Time-Based RSU ” means a restricted stock unit award with respect to Manitowoc ParentCo Common Stock relating to Manitowoc ParentCo Time-Based RSUs described in Section 9.1(a)(ii)(2) that vests based solely on the passage of time.

“ Delayed Transfer Employee ” has the meaning given in Section 7.3.

“ Distribution ” means the distribution of all of the outstanding shares of Manitowoc Foodservice Common Stock to holders of shares of Manitowoc ParentCo Common Stock.

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“ Distribution Date ” means the date on which the Distribution occurs.

“ Effective Date ” means March 4, 2016.

“ Eligible Inactive Employees ” means those U.S. Employees and Non-U.S. Employees who are on an approved leave of absence at the time of the Manitowoc Foodservice Employment Date and who the parties agree will not transfer their employment on the Manitowoc Foodservice Employment Date unless legally required. Eligible Inactive Employees will be separately identified as such on Schedules 1(a) and 1(b). Notwithstanding the foregoing, if any such U.S. Employee or Non-U.S. Employee would fall within this definition of “Eligible Inactive Employee” but has otherwise been expressly designated prior to the Manitowoc Foodservice Employment Date to immediately participate in the corollary Manitowoc Foodservice Employee Benefit Plan which governs such leave of absence immediately as of such Manitowoc Foodservice Employment Date (instead of the Manitowoc ParentCo Employee Benefit Plan which would normally govern such leave of absence), then such U.S. Employee or Non-U.S. Employee will not be considered an “Eligible Inactive Employee” but instead will qualify as a Transferred Employee and otherwise not be identified on Schedule 1(a) or Schedule 1(b).

“ Employee Benefit Plan ” means:

(a) any plan, fund, or program which provides health, medical, drug, surgical, hospital or dental care or other welfare benefits, or benefits in the event of sickness, accident or disability, or death benefits, apprenticeship or other training programs, or day care centers, scholarship funds, or prepaid legal services;

(b) any plan, fund, or program which provides retirement income to employees or results in a deferral of income by employees for periods extending to the termination of covered employment or beyond;

(c) any plan, fund or program which provides severance, unemployment, vacation or fringe benefits (including dependent and health care spending accounts);

(d) any incentive compensation plan, deferred compensation plan, stock option or stock-based incentive or compensation plan, or stock purchase plan; or

(e) any other “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (or plans having similar effect under non-U.S. law), any other “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (or plans having similar effect under non-U.S. law), and any other written or oral plan, agreement or arrangement involving direct or indirect compensation including, without limitation, insurance coverage, severance benefits, disability benefits, fringe benefits, pension or retirement plans, profit sharing, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation.

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“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder. Any reference to a specific provision of ERISA includes any successor provision and the regulations promulgated under such provision.

“ Former Foodservice Business Employee ” means any individual (i) who on or before the close of business on December 31, 2015 retired or otherwise separated from service from Manitowoc ParentCo and its Affiliates, and (ii) whose last day worked with Manitowoc ParentCo and its Affiliates prior to the close of business on December 31, 2015 was with the Transferred Businesses.

“ Former Manitowoc ParentCo Business Employee ” means any individual (i) who on or before the close of business on December 31, 2015 retired or otherwise separated from service from Manitowoc ParentCo and its Affiliates, and (ii) whose last day worked with Manitowoc ParentCo and its Affiliates prior to the close of business on December 31, 2015 was with the Manitowoc ParentCo Business.

“ Manitowoc Foodservice Common Stock ” means the common stock, par value $0.01 per share, of Manitowoc Foodservice.

“ Manitowoc Foodservice Employment Date ” means (i) with respect to any country and any Transferred Employee, the date that Manitowoc Foodservice or one of its Affiliates will become the employer of the Transferred Employees in that country pursuant to Articles 2 or 3 below, as applicable, or (ii) with respect to any Other U.S. Manitowoc Foodservice Employee or Other Non-U.S. Manitowoc Foodservice Employee, the date that Manitowoc Foodservice or one of its Affiliates becomes the employer of the Other U.S. Manitowoc Foodservice Employee or Other Non-U.S. Manitowoc Foodservice Employee. Manitowoc ParentCo and Manitowoc Foodservice expect that the Manitowoc Foodservice Employment Date will be December 20, 2015 for U.S. Transferred Employees and January 1, 2016 for Non-U.S. Transferred Employees.

“ Manitowoc Foodservice Equity Compensation Award ” means each Manitowoc Foodservice Stock Option, Manitowoc Foodservice Restricted Share, Manitowoc Foodservice Time-Based RSU or any other outstanding equity-based award relating to Manitowoc Foodservice Common Stock granted under a Manitowoc Foodservice LTIP.

“ Manitowoc Foodservice Group ” means Manitowoc Foodservice and each subsidiary of Manitowoc Foodservice as of the Effective Date and each other person that becomes an Affiliate of Manitowoc Foodservice after the Effective Date.

“ Manitowoc Foodservice Group Employees ” means all U.S. Transferred Employees, Non-U.S. Transferred Employees, Other U.S. Manitowoc Foodservice Employees and Other Non-U.S. Manitowoc Foodservice Employees.

“ Manitowoc Foodservice LTIP ” means the Manitowoc Foodservice 2016 Omnibus Incentive Plan and any stock-based or other incentive plan identified by Manitowoc Foodservice before the Distribution Date.

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“ Manitowoc Foodservice Non-U.S. Plans ” means Manitowoc Foodservice’s or one of its Affiliates’ Employee Benefit Plans under which any of the Non-U.S. Transferred Employees will be eligible to participate as of the Manitowoc Foodservice Employment Date or a later date.

“ Manitowoc Foodservice Price ” means the Option Exercise Price multiplied by a fraction, (a) the numerator of which is the simple average of the volume-weighted average price of a share of Manitowoc Foodservice Common Stock solely on the New York Stock Exchange (on a “when-issued” basis to the extent applicable) on each of the first twenty (20) full trading sessions beginning with the first full trading session in which the Manitowoc Foodservice Common Stock began trading on a “when issued” basis as reported by Bloomberg L.P. or any successor thereto and (b) the denominator of which is the simple average of the volume-weighted average price of a share of Manitowoc ParentCo Common Stock solely on the New York Stock Exchange on each of the last twenty (20) full trading sessions immediately prior to the effective time of the Distribution as reported by Bloomberg L.P. or any successor thereto.

“ Manitowoc Foodservice Restricted Share ” means a restricted share of Manitowoc Foodservice Common Stock granted by Manitowoc Foodservice as of the Distribution under a Manitowoc Foodservice LTIP pursuant to Section 9.1(a)(ii)(1).

“ Manitowoc Foodservice Shared Employee Contract ” means any agreements entered into by (i) Manitowoc ParentCo with current or former employees of Manitowoc ParentCo or subsidiaries of Manitowoc ParentCo or (ii) Manitowoc Foodservice with any Transferred Employee as a replacement or conversion of the agreements described in clause (i) of this definition, in each case, that relate to the protection of trade secrets, intellectual property, confidential information, customer relationships and goodwill of the Manitowoc ParentCo Business and any such agreements that limit or restrict the activities of employees during or following termination of employment, including, without limitation, non-competition agreements, confidentiality agreements and agreements relating to patents.

“ Manitowoc Foodservice Stock Option ” means an option to acquire shares of Manitowoc Foodservice Common Stock granted by Manitowoc Foodservice as of the Distribution under a Manitowoc Foodservice LTIP pursuant to Section 9.1(a)(i)(2).

“ Manitowoc Foodservice Time-Based RSU ” means a restricted stock unit award with respect to Manitowoc Foodservice Common Stock granted by Manitowoc Foodservice as described in Section 9.1(a)(ii)(2) that vests based solely on the passage of time.

“ Manitowoc Foodservice U.S. Benefit Plans ” means Manitowoc Foodservice’s or one of its Affiliates’ Employee Benefit Plans under which any of the U.S. Transferred Employees will be eligible to participate as of January 1, 2016, or as of the Distribution Date, as specified herein.

“ Manitowoc ParentCo Business ” means the businesses or operations of the Manitowoc ParentCo Group other than the Transferred Businesses.

“ Manitowoc ParentCo Common Stock ” means the common stock, par value $0.01 per share, of Manitowoc ParentCo.

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“ Manitowoc ParentCo Equity Compensation Award ” means each Manitowoc ParentCo Stock Option, Manitowoc ParentCo Performance Share, Manitowoc ParentCo Restricted Share, Manitowoc ParentCo Time-Based RSU or any other outstanding equity-based award relating to Manitowoc ParentCo Common Stock granted under a Manitowoc ParentCo LTIP.

“ Manitowoc ParentCo Group ” means Manitowoc ParentCo and each person that is or becomes an Affiliate of Manitowoc ParentCo (other than any member of the Manitowoc Foodservice Group).

“ Manitowoc ParentCo Group Employees ” means all U.S. Employees and Non-U.S. Employees.

“ Manitowoc ParentCo LTIP ” means each of the Manitowoc ParentCo 2013 Omnibus Incentive Plan, the Manitowoc ParentCo 2003 Incentive Stock and Awards Plan and the Manitowoc ParentCo 2004 Non-Employee Director Stock and Awards Plan, as amended from time to time.

“ Manitowoc ParentCo Non-U.S. Plans ” means Manitowoc ParentCo’s and its Affiliates’ Employee Benefit Plans (i) in which any of the Non-U.S. Transferred Employees have been eligible to participate immediately prior to the Manitowoc Foodservice Employment Date or (ii) with respect to which any of the Non-U.S. Transferred Employees constituted an employee group covered thereunder immediately prior to the Manitowoc Foodservice Employment Date even if not yet participating thereunder until completion of all applicable eligibility requirements.

“ Manitowoc ParentCo Performance Share ” means a performance share award granted by Manitowoc ParentCo under a Manitowoc ParentCo LTIP before the Distribution Date.

“ Manitowoc ParentCo Restricted Share ” means a restricted share of Manitowoc ParentCo Common Stock granted by Manitowoc ParentCo under a Manitowoc ParentCo LTIP before the Distribution Date.

“ Manitowoc ParentCo Shared Employee Contract ” means any agreements entered into by Manitowoc ParentCo or one of its Affiliates with current or former employees and not included in the Transferred Assets that relate to the protection of trade secrets, intellectual property, confidential information, customer relationships and goodwill of the Transferred Businesses and any such agreements that limit or restrict the activities of employees during or following termination of employment.

“ Manitowoc ParentCo Stock Option ” means an option to acquire Manitowoc ParentCo Common Stock granted by Manitowoc ParentCo under a Manitowoc ParentCo LTIP before the Distribution Date.

“ Manitowoc ParentCo Time-Based RSU ” means a time-based restricted stock unit award granted by Manitowoc ParentCo under a Manitowoc ParentCo LTIP before the Distribution Date, and includes Manitowoc ParentCo Performance Share awards that are converted into Manitowoc ParentCo Time-Based RSUs pursuant to Section 9.1(a)(ii)(4).

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“ Manitowoc ParentCo U.S. Plans ” means Manitowoc ParentCo’s and its Affiliates’ Employee Benefit Plans (i) in which any of the U.S. Transferred Employees have been eligible to participate immediately prior to the Manitowoc Foodservice Employment Date or (ii) with respect to which any of the U.S. Transferred Employees constituted an employee group covered thereunder immediately prior to the Manitowoc Foodservice Employment Date even if not yet participating thereunder until completion of all applicable eligibility requirements.

“ Non-U.S. Employee ” means each employee of Manitowoc ParentCo or of any Affiliate of Manitowoc ParentCo on a non-U.S. payroll immediately prior to the Manitowoc Foodservice Employment Date who works in or is assigned to the Transferred Businesses and is listed on Schedule 1(a). Schedule 1(a) will be completed by Manitowoc ParentCo in cooperation with Manitowoc Foodservice; an initial version was agreed between Manitowoc ParentCo and Manitowoc Foodservice within a reasonable period of time prior to the Manitowoc Foodservice Employment Date, and an updated version thereof will be agreed between Manitowoc ParentCo and Manitowoc Foodservice within a reasonable period of time after the Distribution Date.

“ Non-U.S. Transferred Employee ” means each Non-U.S. Employee who accepts an offer of employment from, or otherwise by the operation of applicable local law becomes an employee of, Manitowoc Foodservice or one of its Affiliates, as contemplated by Article 8. Each such person will be separately identified as such on each version of Schedule 1(a) following the applicable Manitowoc Foodservice Employment Date.

“ Option Exercise Price ” means the pre-adjustment exercise price of the applicable Manitowoc ParentCo Stock Option.

“ Other Non-U.S. Manitowoc Foodservice Employee ” means each employee of Manitowoc Foodservice or one of its Affiliates on a non-U.S. payroll as of the Distribution Date other than a Non-U.S. Transferred Employee.

“ Other U.S. Manitowoc Foodservice Employee ” means each employee of Manitowoc Foodservice or one of its Affiliates on a U.S. payroll as of the Distribution Date other than a U.S. Transferred Employee.

“ Plan Payee ” means, as to an individual who participates in an Employee Benefit Plan, such individual’s dependents, beneficiaries, alternate payees and alternate recipients, as applicable under such Employee Benefit Plan.

“ Plan Split Date ” means January 1, 2016.

“ Transferred Assets ” means the assets of the Manitowoc Foodservice Group.

“ Transferred Businesses ” means the businesses of the Manitowoc Foodservice Group.

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“ Transferred Contractor ” means each Contractor who works in or is assigned to the Transferred Businesses as of the Manitowoc Foodservice Employment Date in each country where the Contractor is engaged.

“ Transferred Employee ” means any U.S. Transferred Employee and any Non-U.S. Transferred Employee.

“ Transition Services Agreement ” means that Transition Services Agreement, dated as of March 4, 2016, between Manitowoc ParentCo and Manitowoc Foodservice.

“ U.S. Employee ” means each employee of Manitowoc ParentCo or any Affiliate of Manitowoc ParentCo on a U.S. payroll immediately prior to the Manitowoc Foodservice Employment Date who works in or is assigned to the Transferred Businesses and is listed on Schedule 1(b), as such Schedule 1(b) will be amended between the Manitowoc Foodservice Employment Date and the Distribution Date to reflect changes which the parties agree have occurred in the ordinary course of business. Schedule 1(b) will be completed by Manitowoc ParentCo in cooperation with Manitowoc Foodservice; an initial version was agreed between Manitowoc ParentCo and Manitowoc Foodservice within a reasonable period of time prior to the Manitowoc Foodservice Employment Date; and an updated version thereof will be agreed between Manitowoc ParentCo and Manitowoc Foodservice within a reasonable period of time after the Distribution Date.

“ U.S. Transferred Employee ” means each U.S. Employee transferred to employment with Manitowoc Foodservice or one of its Affiliates as provided in Article 2. Each such person will be separately identified as such on each version of Schedule 1(b) following the applicable Manitowoc Foodservice Employment Date.

ARTICLE 2

U.S. TRANSFERRED EMPLOYEE MATTERS

2.1 U.S. Transferred Employees .

(a) Effective as of the Manitowoc Foodservice Employment Date, Manitowoc Foodservice or one of its Affiliates will become the employer of each U.S. Employee who is transferred on the Manitowoc Foodservice Employment Date and elects to continue in his or her employment thereafter.

(b) If any Eligible Inactive Employee on the U.S. payroll becomes eligible to return to active work status after the Manitowoc Foodservice Employment Date and at a time when he or she would be entitled to reemployment under either applicable law or Manitowoc ParentCo’s policies and procedures in existence immediately prior to the Manitowoc Foodservice Employment Date, Manitowoc Foodservice or one of its Affiliates will extend an offer of employment to such person within five (5) Business Days after Manitowoc Foodservice’s first being notified in writing by the Eligible Inactive Employee, or Manitowoc ParentCo on his/her behalf, of such person’s becoming eligible to work, and any such person who accepts such an offer will be treated as a U.S. Transferred Employee as of his or her date of hire with Manitowoc Foodservice or one of its Affiliates (which date of hire will be specified in the written offer from Manitowoc

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Foodservice or one of its Affiliates to the Eligible Inactive Employee and will be substituted for the “Manitowoc Foodservice Employment Date” as to that U.S. Transferred Employee for all purposes of this Agreement). Manitowoc Foodservice agrees that its (or its Affiliate’s) offer of employment will meet whatever requirements may exist for reinstating the Eligible Inactive Employee under applicable law or Manitowoc ParentCo’s policies and procedures in existence immediately prior to the Manitowoc Foodservice Employment Date.

(c) If any U.S. Transferred Employee is hired by any Affiliate of Manitowoc Foodservice, then that Affiliate will be bound by (and Manitowoc Foodservice will cause that Affiliate to honor) all of the provisions of this Agreement that would have applied to Manitowoc Foodservice with respect to that U.S. Transferred Employee, for such period as Manitowoc Foodservice would have been bound by such provisions.

(d) Manitowoc ParentCo and Manitowoc Foodservice acknowledge and agree that the Distribution and the transfer or employment of Employees as contemplated by this Section 2.1 shall not be deemed a severance of employment of any U.S. Transferred Employee for purposes of this Agreement or any Employee Benefit Plan of any member of the Manitowoc ParentCo Group or any member of the Manitowoc Foodservice Group.

2.2 Compensation . At the time of the Manitowoc Foodservice Employment Date, Manitowoc Foodservice will compensate each U.S. Transferred Employee (other than U.S. Transferred Employees whose scope of duties is changed in connection with their transfer):

(a) at a base wage or base salary rate and any applicable variable pay rate (e.g., shift differential pay) which will not be less than that provided to the U.S. Transferred Employee by Manitowoc ParentCo immediately prior to the Manitowoc Foodservice Employment Date; and

(b) with target incentive pay or other additional compensation opportunities substantially comparable in the aggregate to the target incentive pay or other compensation opportunities for which the U.S. Transferred Employee was eligible immediately prior to the Manitowoc Foodservice Employment Date.

Nothing herein shall preclude Manitowoc Foodservice from changing any employee’s base wage or base salary rate or any applicable variable pay rate, or from amending or terminating any other employee benefit or other compensation arrangements, after the Manitowoc Foodservice Employment Date.

2.3 Severance . Effective on the Distribution Date, Manitowoc Foodservice will create a severance program (the “ Manitowoc Foodservice Severance Plan ”) which provides severance allowances and benefits which are no less favorable than the severance allowance and benefits that would have been provided with respect to any U.S. Transferred Employee who would have been severed under The Manitowoc Company, Inc. Severance Pay Plan as in effect on the date hereof. The Manitowoc Foodservice Severance Plan will credit all U.S. Transferred Employees with their service with Manitowoc ParentCo and its Affiliates prior to the Manitowoc Foodservice Employment Date in accordance with Section 2.5.

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2.4 Paid Time Off . During the period from the Manitowoc Foodservice Employment Date through 11:59 p.m. on the day preceding the Distribution Date, Manitowoc Foodservice will adopt and adhere to a paid time off policy no less favorable than the policy of Manitowoc ParentCo as in effect immediately prior to the Manitowoc Foodservice Employment Date for the benefit of all U.S. Transferred Employees and Other U.S. Manitowoc Foodservice Employees, and will be responsible for paying or providing all accrued leave thereunder with respect to such U.S. Transferred Employees and Other U.S. Manitowoc Foodservice Employees. On and after the Distribution Date, U.S. Transferred Employees’ and Other U.S. Manitowoc Foodservice Employees’ entitlement to paid time off or vacation time will be accrued and used only in accordance with Manitowoc Foodservice’s own paid time off or vacation policy.

2.5 Service Credit . Manitowoc Foodservice will provide each U.S. Transferred Employee or Other U.S. Manitowoc Foodservice Employee with full credit for all purposes under the Manitowoc Foodservice U.S. Benefit Plans (including, without limitation, any Manitowoc Foodservice paid time off and severance plans or policies), for pre-Distribution Date (i) service with Manitowoc ParentCo and its Affiliates and Controlled Group Members (including Manitowoc Foodservice), and (ii) service credited under the comparable Manitowoc ParentCo U.S. Plans for employment other than with Manitowoc ParentCo and its Affiliates and Controlled Group Members; provided that in no event will Manitowoc Foodservice be required to provide any service credit to any U.S. Transferred Employee or Other U.S. Manitowoc Foodservice Employee to the extent Manitowoc Foodservice determines in its discretion that the provision of such credit would result in any duplication of benefits or unusual or unintended increase in benefits.

ARTICLE 3

TAX-QUALIFIED DEFINED BENEFIT PLANS

3.1 Manitowoc Foodservice Spinoff DB Plans .

(a) Effective as of the Plan Split Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group will establish and adopt certain defined benefit plans that are intended to qualify under Code Section 401(a), along with a related master trust or trusts that is exempt under Code Section 501(a) (such plans and trusts, the “ Manitowoc Foodservice Spinoff DB Plans ”). On the Plan Split Date, each Manitowoc Foodservice Spinoff DB Plan will have terms and features (including benefit accrual provisions) that are substantially similar to one of the Employee Benefit Plans listed on Schedule 3.1(a) (such Employee Benefit Plans, the “ Split DB Plans ”), such that (for the avoidance of doubt) each Split DB Plan is substantially replicated by a corresponding Manitowoc Foodservice Spinoff DB Plan. Each Manitowoc Foodservice Spinoff DB Plan shall assume liability for all benefits accrued or earned (whether or not vested) by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their respective Plan Payees under the corresponding Split DB Plan as of the Plan Split Date. As of or prior to the Plan Split Date, Manitowoc Foodservice or a member of the Manitowoc Foodservice Group is solely responsible for taking all necessary, reasonable, and appropriate actions (including the submission of the Manitowoc Foodservice Spinoff DB Plans to the Internal Revenue Service for a determination of their tax-qualified status) to establish, maintain and administer the Manitowoc

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Foodservice Spinoff DB Plans so that they are qualified under Section 401(a) of the Code and that the related trusts thereunder are exempt under Section 501(a) of the Code. The portion of liabilities relating to Manitowoc ParentCo Group Employees and Former Manitowoc ParentCo Business Employees and their respective Plan Payees will cease to be liabilities of the applicable Split DB Plan, and will be assumed by the corresponding Manitowoc Foodservice Spinoff DB Plan in accordance with this Section and Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1 and Section 208 of ERISA.

(b) Manitowoc ParentCo has caused or will cause its actuary to determine the estimated value, as of the Plan Split Date, of the assets required to be held on behalf of each Manitowoc Foodservice Spinoff DB Plan in accordance with the assumptions and methodologies set forth in Treasury Regulation Section 1.414(l)-1 and ERISA Section 4044 (the “ Estimated Retirement Plan Transfer Amount ” for each such plan). Within thirty (30) days after the Plan Split Date, Manitowoc ParentCo shall cause the trust for each Split DB Plan to transfer to the trust of each Manitowoc Foodservice Spinoff DB Plan an amount in cash or in-kind equal to 95% of the Estimated Retirement Plan Transfer Amount for such plan.

(c) Within three (3) months after the Plan Split Date, Manitowoc ParentCo will cause its actuary to provide Manitowoc Foodservice with a revised calculation of the value, as of the Plan Split Date, of the assets to be transferred to each Manitowoc Foodservice Spinoff DB Plan determined in accordance with the assumptions and methodologies set forth in Treasury Regulation Section 1.414(l)-1 and ERISA Section 4044 and reflecting any demographic updates (the “ Final Retirement Plan Transfer Amount ” for each such Manitowoc Foodservice Spinoff DB Plan). Within one hundred twenty (120) days after the Plan Split Date, Manitowoc ParentCo will cause each Split DB Plan to transfer to the corresponding Manitowoc Foodservice Spinoff DB Plan an amount in cash or in kind equal to (i) the Final Retirement Plan Transfer Amount, minus (ii) any amounts previously transferred from such Split DB Plan (A) directly to the corresponding Manitowoc Foodservice Spinoff DB Plan or (B) to a third party on behalf of the corresponding Manitowoc Foodservice Spinoff DB Plan (such amount, the “ True-Up Amount ”). If the True-Up Amount is a negative number with respect to any Manitowoc Foodservice Spinoff DB Plan, Manitowoc Foodservice will cause each such Manitowoc Foodservice Spinoff DB Plan to transfer back to the corresponding Split DB Plan an amount, in cash or in kind, by which the amounts described in clause (ii) in the preceding sentence exceed the Final Retirement Plan Transfer Amount. The parties hereto acknowledge that the Split DB Plans’ transfer of the True-Up Amount (if any) to the corresponding Manitowoc Foodservice Spinoff DB Plans will be in full settlement and satisfaction of the obligations of Manitowoc ParentCo and the Split DB Plans to transfer assets to the Manitowoc Foodservice Spinoff DB Plans pursuant to this Section. Any amounts transferred between a Split DB Plan and a Manitowoc Foodservice Spinoff DB Plan pursuant to Section 3.1(b) or 3.1(c), or otherwise to effectuate this Article 3, will be adjusted for earnings in a manner to be determined by mutual agreement of Manitowoc ParentCo and Manitowoc Foodservice.

(d) From and after the Plan Split Date, Manitowoc Foodservice and the members of the Manitowoc Foodservice Group shall be solely and exclusively

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responsible for all obligations and liabilities with respect to, or in any way related to, the Manitowoc Foodservice Spinoff DB Plans, whether accrued before, on or after the Plan Split Date. For the avoidance of doubt, the Manitowoc Foodservice Spinoff DB Plans will have the sole and exclusive obligation to the extent required by law and the terms of the applicable Manitowoc Foodservice Spinoff DB Plan to restore the unvested accrued benefits attributable to any Former Manitowoc ParentCo Business Employee who becomes employed by a member of the Manitowoc Foodservice Group and whose employment with Manitowoc ParentCo or any of its Affiliates terminated on or before the Plan Split Date at a time when such individual’s benefits under the Split DB Plan were not fully vested. Furthermore, the Manitowoc Foodservice Spinoff DB Plans will have the sole obligation to restore accrued benefits attributable to any lost participants who were formerly employed in the Transferred Business to the extent required by applicable law.

3.2 Continuation of Elections . As of the Plan Split Date, Manitowoc Foodservice (acting directly or through a member of the Manitowoc Foodservice Group) will cause the Manitowoc Foodservice Spinoff DB Plans to recognize and maintain all existing elections, including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders with respect to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their respective Plan Payees under the corresponding Split DB Plan.

3.3 Delayed Transfer Employees . Notwithstanding any provision of this Agreement to the contrary, for purposes of this Article 3, neither the term “Manitowoc ParentCo Group Employees” nor the term “Manitowoc Foodservice Group Employees” will include Delayed Transfer Employees. Manitowoc ParentCo and Manitowoc Foodservice will cooperate in good faith to address any loss a Delayed Transfer Employee experiences under a Split DB Plan or Manitowoc Foodservice Spinoff DB Plan by reason of such employee’s transfer described in Section 7.3.

ARTICLE 4

U.S. TAX-QUALIFIED DEFINED CONTRIBUTION PLANS

4.1 Manitowoc Foodservice Spinoff DC Plans .

(a) Effective as of the Plan Split Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group will adopt and establish certain defined contribution plans that are intended to qualify under Code Section 401(a), and a related master trust or trusts exempt under Code Section 501(a) (such plans and trusts, the “ Manitowoc Foodservice Spinoff DC Plans ”). Each Manitowoc Foodservice Spinoff DC Plan will have terms and features (including employer contribution provisions) that are substantially similar to one of the Employee Benefit Plans listed on Schedule 4.1(a) (such Employee Benefit Plans, the “ Split DC Plans ”) such that (for the avoidance of doubt) each Split DC Plan is substantially replicated by a corresponding Manitowoc Foodservice Spinoff DC Plan. Manitowoc Foodservice or a member of the Manitowoc Foodservice Group will be solely responsible for taking all necessary, reasonable, and appropriate actions (including the submission of the Manitowoc Foodservice Spinoff DC Plans to the

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Internal Revenue Service for a determination of their tax-qualified status) to establish, maintain and administer the Manitowoc Foodservice Spinoff DC Plans so that they are qualified under Section 401(a) of the Code and that the related trusts thereunder are exempt under Section 501(a) of the Code. Each Manitowoc Foodservice Spinoff DC Plan will assume liability for all benefits accrued or earned (whether or not vested) by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees under the corresponding Split DC Plan as of the Plan Split Date or Applicable Transfer Date to the extent the Applicable Transfer Date occurs on or before the first anniversary of the Distribution Date.

(b) On or as soon as reasonably practicable following the Plan Split Date or Applicable Transfer Date (but not later than thirty (30) days thereafter), Manitowoc ParentCo or another member of the Manitowoc ParentCo Group will cause each Split DC Plan to transfer to the applicable Manitowoc Foodservice Spinoff DC Plan, and Manitowoc Foodservice or another member of the Manitowoc Foodservice Group will cause such Manitowoc Foodservice Spinoff DC Plan to accept the transfer of, the accounts, liabilities and related assets in such Split DC Plan attributable to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their respective Plan Payees. The transfer of assets will be in cash or in kind (as determined by the transferor) and include outstanding loan balances and amounts forfeited by Former Foodservice Business Employees that have not yet been reallocated or applied to the payment of contributions or expenses and be conducted in accordance with Code Section 414(l) and Treasury Regulation Section 1.414(l)-1 and Section 208 of ERISA.

(c) On or as soon as reasonably practicable following the Applicable Transfer Date (but not later than thirty (30) days thereafter), Manitowoc Foodservice or a member of the Manitowoc Foodservice Group will cause the accounts, related liabilities, and related assets in the corresponding Manitowoc Foodservice Spinoff DC Plan(s) attributable to any Delayed Transfer Employees from the Manitowoc Foodservice Group and their respective Plan Payees (including any outstanding loan balances) to be transferred in cash or in-kind (as determined by the transferor) in accordance with Code Section 414(l) and Treasury Regulation Section 1.414(l)-1 and Section 208 of ERISA to the applicable Split DC Plan(s). Manitowoc ParentCo or another member of the Manitowoc ParentCo Group will cause the applicable Split DC Plan(s) to accept such transfer of accounts, liabilities and assets.

(d) From and after the Distribution Date, except as specifically provided in paragraph (c) above, Manitowoc Foodservice and the Manitowoc Foodservice Group will be solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the Manitowoc Foodservice Spinoff DC Plans, whether accrued before, on or after the Distribution Date. For the avoidance of doubt, the Manitowoc Foodservice Spinoff DC Plans will, to the extent required by Law and the terms of the applicable Manitowoc Foodservice Spinoff DC Plans, have the sole and exclusive obligation to restore the unvested portion of any account attributable to any individual who becomes employed by a member of the Manitowoc Foodservice Group and whose employment with Manitowoc ParentCo or any of its Affiliates, or a member of the Manitowoc ParentCo Group, terminated on or before the Distribution at a time when such

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individual’s benefits under the Split DC Plans were not fully vested. Furthermore, the Manitowoc Foodservice Spinoff DC Plans will have the sole obligation to restore accounts attributable to any lost participants who were formerly employed in the Transferred Business to the extent required by applicable law.

4.2 Continuation of Elections . As of the Distribution Date, or Applicable Transfer Date, Manitowoc Foodservice (acting directly or through a member of the Manitowoc Foodservice Group) will cause the Manitowoc Foodservice Spinoff DC Plans to recognize and maintain all elections, including payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their respective Plan Payees under the corresponding Split DC Plan.

4.3 Assumed DC Plans .

(a) Effective no later than the Distribution Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group will assume and be solely responsible for the defined contribution plans listed on Schedule 4.3 (the “ Assumed DC Plans ”), if any, and the Manitowoc ParentCo Group will have no liabilities with respect thereto. From and after the Distribution Date, Manitowoc Foodservice or a member of the Manitowoc Foodservice Group will be solely responsible for taking all necessary, reasonable, and appropriate actions to maintain and administer the Assumed DC Plans so that they are qualified under Section 401(a) of the Code and that the related trusts thereunder are exempt under Section 501(a) of the Code. From and after the Distribution Date, Manitowoc Foodservice and the Manitowoc Foodservice Group will assume and be solely and exclusively responsible for all assets, obligations, and liabilities associated with, or in any way related to, the Assumed DC Plans, whether accrued before, on or after the Distribution Date.

(b) As of the Distribution Date, Manitowoc Foodservice (acting directly or through a member of the Manitowoc Foodservice Group) will cause the Assumed DC Plans to recognize and maintain all elections, including payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders that were in effect with respect to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their respective Plan Payees under the Assumed DC Plans immediately prior to the Distribution Date.

4.4 Contributions Due . All amounts payable to the Split DC Plans and Assumed DC Plans with respect to employee deferrals, matching contributions and employer contributions for Manitowoc Foodservice Group Employees relating to a time period ending on or prior to the Distribution Date, determined in accordance with the terms and provisions of the Split DC Plans, the Assumed DC Plans, ERISA and the Code, will be paid by Manitowoc ParentCo or another member of the Manitowoc ParentCo Group to the appropriate Split DC Plan or Assumed DC Plan prior to the date of any asset transfer described in Section 4.1(b) or Section 4.3(a).

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ARTICLE 5

WELFARE PLANS

5.1 Manitowoc Foodservice Spinoff Welfare Plans .

(a) Effective as of the Plan Split Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group will establish the Manitowoc Foodservice Corporation Welfare Benefit Plan for Retirees and the Manitowoc Foodservice Corporation Bargaining Unit Welfare Benefit Plan for Retirees (together, the “ Manitowoc Foodservice Spinoff Retiree Welfare Plans ”). Each Manitowoc Foodservice Spinoff Retiree Welfare Plan will have terms and features (including benefit coverage options, employer contribution provisions and retiree medical coverage) that are substantially similar to one of the Manitowoc ParentCo Employee Benefit Plans listed on Schedule 5.1(a) (such Manitowoc ParentCo Benefit Plans, the “ Split Retiree Welfare Plans ”) such that (for the avoidance of doubt) each Split Retiree Welfare Plan is substantially replicated by a Manitowoc Foodservice Spinoff Retiree Welfare Plan, except as otherwise provided on Schedule 5.1(a). As of the Plan Split Date, each Manitowoc Foodservice Spinoff Retiree Welfare Plan shall cover those Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their Plan Payees who immediately prior to the Plan Split Date were participating in, or entitled to present or future benefits under, the corresponding Split Retiree Welfare Plan. The Manitowoc Foodservice Group and the Manitowoc Foodservice Spinoff Retiree Welfare Plans are solely responsible for all claims incurred by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their Plan Payees under the Manitowoc Foodservice Spinoff Retiree Welfare Plans and Split Retiree Welfare Plans (“ Manitowoc Foodservice Retiree Welfare Claims ”) before, on and after the Plan Split Date, but only to the extent such claims are not payable under an insurance policy held by the Manitowoc ParentCo Group. To the extent any Manitowoc Foodservice Retiree Welfare Claims are payable under an insurance policy held by the Manitowoc ParentCo Group, Manitowoc ParentCo will take all commercially reasonable actions necessary to process such claim and obtain payment under the applicable insurance policy. Effective as of the Plan Split Date, Manitowoc Foodservice Group Employees and their Plan Payees will cease to be covered by the Split Retiree Welfare Plans. The Manitowoc ParentCo Group and the Split Retiree Welfare Plans will remain solely responsible for all claims incurred by Manitowoc ParentCo Employees and Former Manitowoc ParentCo Employees and their Plan Payees, whether incurred before, on, or after the Plan Split Date.

(b) Effective as of the Plan Split Date, Manitowoc Foodservice or a member of the Manitowoc Foodservice Group will establish certain other welfare benefit plans (such plans, the “ Manitowoc Foodservice Spinoff Welfare Plans ”) with terms and features (including benefit coverage options, employer contribution provisions and retiree medical coverage) that are substantially similar to one of the Manitowoc ParentCo Group Employee Benefit Plans listed on Schedule 5.1(b) (such Manitowoc ParentCo Group Employee Benefit Plans, the “ Split Welfare Plans ”) such that (for the avoidance of doubt) each Split Welfare Plan is substantially replicated by a Manitowoc Foodservice Spinoff Welfare Plan, except as otherwise provided on Schedule 5.1(b). From and after the Plan

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Split Date or Applicable Transfer Date, Manitowoc Foodservice will cause each Manitowoc Foodservice Spinoff Welfare Plan to cover those Manitowoc Foodservice Group Employees and their Plan Payees who immediately prior to the Plan Split Date or Applicable Transfer Date were participating in, or entitled to present or future benefits under, the corresponding Split Welfare Plan, except as otherwise provided in the Transition Services Agreement. With respect to any severance benefits owed to any (i) Manitowoc ParentCo Group Employee or any Former Manitowoc ParentCo Business Employee as a result of a termination of employment occurring before, on or after the Plan Split Date or (ii) Manitowoc Foodservice Group Employee or Former Foodservice Business Employee as a result of a termination of employment occurring prior to the Plan Split Date (the “ Retained Severance Benefits ”), the Manitowoc ParentCo Group and the applicable Manitowoc ParentCo Group Welfare Plans (including the Split Welfare Plans) will be solely responsible for all such Retained Severance Benefits. The Manitowoc Foodservice Group and the Manitowoc Foodservice Spinoff Welfare Plans will be solely responsible for all claims incurred by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees and their Plan Payees under the Manitowoc Foodservice Spinoff Welfare Plans and Split Welfare Plans (except with respect to Retained Severance Benefits or as otherwise provided in the Transition Services Agreement) (“ Manitowoc Foodservice Welfare Claims ”) on and after the Plan Split Date or Applicable Transfer Date. Effective as of the Plan Split Date or Applicable Transfer Date, Manitowoc ParentCo will cause Manitowoc Foodservice Group Employees and their Plan Payees to cease to be covered by the Manitowoc ParentCo Group Welfare Plans (including the Split Welfare Plans), except as otherwise provided in the Transition Services Agreement. The Manitowoc ParentCo Group and the Manitowoc ParentCo Group Welfare Plans will remain solely responsible for all claims incurred by Manitowoc ParentCo Group Employees and Former Manitowoc ParentCo Business Employees and their Plan Payees, whether incurred before, on, or after the Plan Split Date.

(c) For purposes of this Section 5.1, a claim will be deemed “incurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, severance, sickness, accident and disability programs) or on the date that treatment or services are provided (for purposes of health care programs).

5.2 Continuation of Elections .

(a) As of or prior to the Plan Split Date, Manitowoc Foodservice will cause the Manitowoc Foodservice Spinoff Retiree Welfare Plans to recognize elections and designations (including, without limitation, all coverage and contribution elections and beneficiary designations, all continuation coverage and conversion elections, and all qualified medical child support orders and other orders issued by courts of competent jurisdiction) in effect with respect to Former Foodservice Business Employees prior to the Plan Split Date under the corresponding Split Retiree Welfare Plan, to the extent such elections and designations and orders are applicable to such Split Retiree Welfare Plan, and will continue to apply and maintain in force comparable elections and designations and orders under the Manitowoc Foodservice Spinoff Retiree Welfare Plans for the remainder of the period or periods for which such elections or designations are by their terms effective.

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(b) As of the Plan Split Date, or Applicable Transfer Date, Manitowoc Foodservice will cause the Manitowoc Foodservice Spinoff Welfare Plans to recognize elections and designations (including, without limitation, all coverage and contribution elections and beneficiary designations, all continuation coverage and conversion elections, and all qualified medical child support orders and other orders issued by courts of competent jurisdiction) in effect with respect to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees prior to the Plan Split Date, or Applicable Transfer Date, under the corresponding Split Welfare Plan, to the extent such elections and designations and orders are applicable to such Split Welfare Plan, and apply and maintain in force comparable elections and designations and orders under the Manitowoc Foodservice Spinoff Welfare Plans for the remainder of the period or periods for which such elections or designations are by their original terms effective.

5.3 Deductibles and Other Cost-Sharing Provisions .

(a) As of the Plan Split Date, Manitowoc Foodservice has caused the Manitowoc Foodservice Spinoff Retiree Welfare Plans to recognize all amounts applied to deductibles, co-payments and out-of-pocket maximums with respect to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees under the corresponding Split Retiree Welfare Plan during the plan year in which the Plan Split Date occurs, and the Manitowoc Foodservice Spinoff Retiree Welfare Plans have not imposed any limitations on coverage for preexisting conditions other than such limitations as were applicable under the corresponding Split Retiree Welfare Plan prior to the Plan Split Date.

(b) As of the Plan Split Date, or Applicable Transfer Date, Manitowoc Foodservice will cause the Manitowoc Foodservice Spinoff Welfare Plans to recognize all amounts applied to deductibles, co-payments and out-of-pocket maximums with respect to Manitowoc Foodservice Group Employees and Former Foodservice Business Employees under the corresponding Split Welfare Plan during the plan year in which the Distribution or Applicable Transfer Date occurs, and the Manitowoc Foodservice Spinoff Welfare Plans will not impose any limitations on coverage for preexisting conditions other than such limitations as were applicable under the corresponding Split Welfare Plan prior to the Plan Split Date or Applicable Transfer Date.

5.4 Flexible Spending Account Treatment . The Manitowoc ParentCo Group and the portion of a Split Welfare Plan that consists of medical and dependent care flexible spending accounts (the “ Manitowoc ParentCo Flexible Account Plan ”) shall be solely responsible for any liabilities for reimbursement of medical and dependent care claims (“ Flexible Spending Claims ”) that are (i) incurred under the Manitowoc ParentCo Flexible Account Plan prior to the Plan Split Date or Applicable Transfer Date by Manitowoc Foodservice Group Employees or (ii) incurred under the Manitowoc ParentCo Flexible Account Plan prior to, on or after the Plan Split Date or Applicable Transfer Date by Former Foodservice Business Employees. The Manitowoc Foodservice Group and the portion of a Manitowoc Foodservice Spinoff Welfare Plan that consists of medical and dependent care flexible spending accounts (the “ Manitowoc Foodservice Flexible Account Plan ”) shall be solely responsible for any liabilities for Flexible Spending Claims incurred on or after the Plan Split Date or Applicable Transfer Date by Manitowoc

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Foodservice Group Employees. The applicable Manitowoc Foodservice Flexible Account Plan will, as required under Section 5.2, give effect to the elections of Manitowoc Foodservice Group Employees that were in effect under the corresponding Split Welfare Plan as of the Plan Split Date or Applicable Transfer Date.

5.5 Workers’ Compensation . The Manitowoc ParentCo Group will be solely responsible for all United States (including its territories) workers’ compensation claims of Manitowoc ParentCo Group Employees and Former Manitowoc ParentCo Business Employees, regardless of when the Workers’ Compensation Events to which such claims relate occur. The Manitowoc ParentCo Group will have sole authority for administering, making decisions with respect to, and paying all United States (including its territories) workers’ compensation claims of Manitowoc Foodservice Group Employees and Former Foodservice Business Employees with respect to Workers’ Compensation Events occurring before the Manitowoc Foodservice Employment Date or Applicable Transfer Date (“ Manitowoc Foodservice Workers’ Compensation Claims ”), subject to the prior consent of Manitowoc Foodservice, which consent shall not be unreasonably withheld. The consent described in the immediately preceding sentence will be evidenced in writing with respect to any decision relating to (a) the settlement of a Manitowoc Foodservice Workers’ Compensation Claim, (b) the designation of a condition as reimbursable, or (c) the administration of ongoing litigation. Manitowoc Foodservice will, and will cause any other member of the Manitowoc Foodservice Group (and each of their respective successors and assigns) to, jointly and severally indemnify, defend and hold harmless Manitowoc ParentCo and each member of the Manitowoc ParentCo Group and each of their respective successors and assigns from and against any and all damages incurred by Manitowoc ParentCo arising out of or in connection with a Manitowoc Foodservice Workers’ Compensation Claim, whether such damages arise or accrue prior to, on or following the Manitowoc Foodservice Employment Date, but only to the extent such damages are not payable under an insurance policy (other than self insurance) held by the Manitowoc ParentCo Group. To the extent any such damages are payable under an insurance policy held by the Manitowoc ParentCo Group, Manitowoc ParentCo will take all commercially reasonable actions necessary to obtain payment of such damages under the applicable insurance policy. The Manitowoc Foodservice Group will be solely responsible for all workers’ compensation claims of Manitowoc Foodservice Group Employees with respect to Workers’ Compensation Events occurring on or after the Manitowoc Foodservice Employment Date. Notwithstanding anything to the contrary in the foregoing, Manitowoc Foodservice shall assume or indemnify Manitowoc ParentCo against a portion of the letter of credit collateral obligation to the State of Wisconsin incurred by Manitowoc ParentCo in connection with the Wisconsin self-insured workers’ compensation program in which Manitowoc ParentCo participates. The portion of such obligation that Manitowoc Foodservice assumes or indemnifies Manitowoc ParentCo against shall be determined on the basis of actuarial projections prepared by Manitowoc ParentCo’s actuarial firm, as consented to by Manitowoc Foodservice, provided that such consent shall not be unreasonably withheld.

5.6 COBRA . Effective as of the Plan Split Date or Applicable Transfer Date, Manitowoc Foodservice or a member of the Manitowoc Foodservice Group will assume or will cause the Manitowoc Foodservice Spinoff Welfare Plans to assume sole responsibility for compliance with COBRA after the Plan Split Date or Applicable Transfer Date for all Manitowoc Foodservice Group Employees, Former Foodservice Business Employees and their “qualified beneficiaries” for whom a “qualifying event” occurs before, on or after the Plan Split

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Date or the Applicable Transfer Date. Manitowoc ParentCo, the Manitowoc ParentCo Group, or a Split Welfare Plan will remain solely responsible for compliance with COBRA before, on and after the Plan Split Date or Applicable Transfer Date for Manitowoc ParentCo Group Employees, Former Manitowoc ParentCo Business Employees and their “qualified beneficiaries.” The terms “qualified beneficiaries” and “qualifying event” will have the meanings given to them under Code Section 4980B and ERISA Sections 601-608. For the avoidance of doubt, Section 5.1(b) will govern whether the Manitowoc Foodservice Spinoff Welfare Plans or Split Welfare Plans are responsible for claims incurred by Manitowoc Foodservice Group Employees, Former Foodservice Business Employees, or their qualified beneficiaries, while receiving continuation coverage under COBRA.

ARTICLE 6

NONQUALIFIED DEFERRED COMPENSATION PLANS

6.1 Kysor SERPs . Effective on or prior to the Distribution Date, Manitowoc ParentCo shall (or shall cause its Affiliates to) assign, and Manitowoc Foodservice will assume, each Supplemental Executive Retirement Plan sponsored by Kysor Industrial Corporation, the Supplemental Executive Retirement Plan established for the benefit of Emanuele Lanzani (collectively, the “ Foodservice SERPs ”) and any related trust or similar funding arrangement dedicated to such Foodservice SERPs. Following such assignment and assumption, Manitowoc Foodservice shall be solely responsible for, and Manitowoc ParentCo shall have no obligation with respect to, benefits payable under such Foodservice SERPs.

6.2 Supplemental Executive Retirement Plan . On or prior to the Distribution Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group shall establish and adopt a supplemental executive retirement plan (the “ Manitowoc Foodservice SERP ”) to provide each Manitowoc Foodservice Group Employee who was a participant in the Manitowoc ParentCo Supplemental Executive Retirement Plan (the “ Manitowoc ParentCo SERP ”) as of immediately prior to the Distribution Date (the “ Manitowoc Foodservice SERP Beneficiaries ”) benefits accrued in respect of service with, and compensation from, Manitowoc ParentCo and Manitowoc Foodservice through the Distribution Date. After the Distribution Date, the Manitowoc Foodservice SERP shall provide benefits to Manitowoc Foodservice SERP Beneficiaries who were participants in the Manitowoc ParentCo SERP as of immediately prior to the Distribution Date that are substantially similar in form, timing and amount to those to which such Manitowoc Foodservice SERP Beneficiary would have been entitled to under the Manitowoc ParentCo SERP had such person’s employment with Manitowoc ParentCo or its Affiliates continued without interruption during the period of such person’s employment with Manitowoc Foodservice or its Affiliates. As of the Distribution Date, the Manitowoc Foodservice Group Employees shall no longer participate in the Manitowoc ParentCo SERP and shall instead be eligible to participate in the Manitowoc Foodservice SERP. On or prior to the Distribution Date, Manitowoc ParentCo shall pay to Manitowoc Foodservice an amount equal to the benefit accrued under the Manitowoc ParentCo SERP as of the Distribution Date with respect to the Manitowoc Foodservice SERP Beneficiaries.

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6.3 Deferred Compensation Plan .

(a) On or prior to the Distribution Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group shall establish and adopt deferred compensation plans for its key employees and directors (the “ Manitowoc Foodservice Deferred Compensation Plan ”) to provide each Manitowoc Foodservice Group Employee who was a participant in the Manitowoc ParentCo Deferred Compensation Plan (the “ Manitowoc ParentCo DCP ”) as of immediately prior to the Distribution Date (the “ Manitowoc Foodservice Deferred Compensation Beneficiaries ”) benefits accrued in respect of service and compensation following the Distribution Date substantially similar to those accrued with respect to such person under the Manitowoc ParentCo DCP as of immediately prior to the Distribution Date. As of the Distribution Date, the Manitowoc Foodservice Group Employees shall no longer participate in the Manitowoc ParentCo DCP.

(b) The liabilities in respect of Manitowoc Foodservice Deferred Compensation Beneficiaries under the Manitowoc ParentCo DCP shall be assumed by the member of the Manitowoc Foodservice Group which sponsors the Manitowoc Foodservice Deferred Compensation Plan, effective as of the Effective Date; provided that such liabilities in respect of each such Manitowoc Foodservice Deferred Compensation Beneficiary who is a Delayed Transfer Employee shall be assumed by such member of the Manitowoc Foodservice Group effective as of close of business on the Applicable Transfer Date. Manitowoc ParentCo shall have sole responsibility for the administration of the Manitowoc ParentCo DCP and the payment of benefits thereunder to or on behalf of Manitowoc ParentCo Group Employees, and no member of the Manitowoc Foodservice Group shall have any liability or responsibility therefor. Manitowoc Foodservice Group shall have sole responsibility for the administration of the Manitowoc Foodservice Deferred Compensation Plan and the payment of benefits thereunder to or on behalf of Manitowoc Foodservice Group Employees and Former Foodservice Business Employees, and no member of the Manitowoc ParentCo Group shall have any liability or responsibility therefor.

(c) Each share unit relating to Manitowoc ParentCo Common Stock credited to “Program A” of the Manitowoc ParentCo DCP and the Manitowoc Foodservice Deferred Compensation Plan (a “ ParentCo Share Unit ”) on the Distribution Date shall be converted into, upon the Distribution being made, an adjusted ParentCo Share Unit and an equal number of share units relating to Manitowoc Foodservice Common Stock (the “ Foodservice Share Units ”). The adjusted ParentCo Share Units and the Foodservice Share Units held in the Manitowoc ParentCo DCP and the Manitowoc Foodservice Deferred Compensation Plan shall continue to be subject to the same terms and conditions as apply to ParentCo Share Units immediately prior to the Effective Date; provided that the ParentCo Share Unit may be settled in cash or stock rather than solely in stock.

(d) On or prior to the Effective Date, Manitowoc Foodservice or another member of the Manitowoc Foodservice Group shall establish a rabbi trust in a form that is substantially comparable to the rabbi trust maintained by Manitowoc ParentCo with

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respect to the Manitowoc Foodservice SERP and the Manitowoc ParentCo DCP in effect immediately prior to the Effective Date. In connection with the assumption of the liabilities under the Manitowoc Foodservice SERP and the Manitowoc ParentCo DCP in respect of Manitowoc Foodservice SERP Beneficiaries and Manitowoc Foodservice Deferred Compensation Beneficiaries, Manitowoc ParentCo shall (or shall cause a Manitowoc ParentCo Group entity to), as soon as reasonably practicable after the Effective Date, transfer assets from the Manitowoc ParentCo rabbi trust relating to the accrued benefit of such Manitowoc Foodservice SERP Beneficiaries under the Manitowoc ParentCo SERP and the Manitowoc ParentCo DCP accounts of such Manitowoc Foodservice Deferred Compensation Beneficiaries in an amount equal to the funded percentage of such liabilities (as determined by Manitowoc ParentCo’s actuary) as of the Effective Date to the rabbi trust established by Manitowoc Foodservice with respect to the Manitowoc Foodservice SERP and the Manitowoc Foodservice Deferred Compensation Plan as of the Effective Date.

ARTICLE 7

OTHER TRANSFERRED EMPLOYEE MATTERS

7.1 Certain Foreign National Employees . The parties recognize that certain of the U.S. Transferred Employees and possibly Other U.S. Manitowoc Foodservice Employees are in nonimmigrant visa status or have applications for lawful permanent residence pending with the relevant governmental authorities (the “ Affected Foreign National Employees ”). The parties further recognize that new or amended petitions with respect to such Affected Foreign National Employees may be required in certain of these cases, unless Manitowoc Foodservice is deemed the “successor-in-interest” to Manitowoc ParentCo (as such term is used in pronouncements by the U.S. Citizenship and Immigration Service (“ USCIS ”)) with respect to such Affected Foreign National Employees. Accordingly, Manitowoc Foodservice hereby expressly agrees to assume, and Manitowoc ParentCo hereby assigns, in each case effective as of the Manitowoc Foodservice Employment Date, all of the immigration related liabilities of the Affected Foreign National Employees (including, without limitation, any obligations, liabilities and undertakings arising from or under attestations made in each certified and still effective Labor Condition Application filed by Manitowoc ParentCo with respect to any such Affected Foreign National Employees). The parties each agree to take such actions as may reasonably be requested at and following the Manitowoc Foodservice Employment Date to document to the USCIS or such other governmental agency, as the case may be, the “successor-in-interest” relationship with respect to any Affected Foreign National Employees.

7.2 Workers’ Compensation . The U.S. Transferred Employees and Other U.S. Manitowoc Foodservice Employees will be covered under Manitowoc ParentCo’s workers’ compensation insurance until 11:59 p.m. on the day preceding the Manitowoc Foodservice Employment Date. On and after the Manitowoc Foodservice Employment Date, the U.S. Transferred Employees and Other U.S. Manitowoc Foodservice Employees will be covered under the workers’ compensation insurance of Manitowoc Foodservice.

7.3 Delayed Transfer Employees . Upon mutual agreement of Manitowoc Foodservice and Manitowoc ParentCo, any employee whose employment transfers within 6 months after the Distribution Date from the Manitowoc ParentCo Group to the Manitowoc

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Foodservice Group or from the Manitowoc Foodservice Group to the Manitowoc ParentCo Group because such employee was inadvertently and erroneously treated as employed by the wrong employer on the Distribution Date and who was continuously employed by a member of the Manitowoc Foodservice Group or the Manitowoc ParentCo Group (as applicable) from the Distribution Date through the date such employee commences employment with a member of the Manitowoc ParentCo Group or Manitowoc Foodservice Group (as applicable) will be a “ Delayed Transfer Employee ”; provided that no employee of either Group who is covered by a collective bargaining agreement at the time such employee transfers to the other Group will be a Delayed Transfer Employee. Notwithstanding anything herein to the contrary, no employee will be considered a Delayed Transfer Employee unless the mutual agreement with respect to, and Applicable Transfer Date of, any Delayed Transfer Employee occurs on or before the date that is 6 months after the Distribution Date.

ARTICLE 8

NON-U.S. TRANSFERRED EMPLOYEE MATTERS

8.1 Non-U.S. Transferred Employees .

(a) Subject to Section 7.3 herein, effective as of the Manitowoc Foodservice Employment Date, Manitowoc Foodservice agrees to employ, or cause one of its applicable Affiliates to employ, the Non-U.S. Employees who accept offers of employment from the applicable Affiliate of Manitowoc Foodservice or who otherwise become employees of the applicable Affiliate of Manitowoc Foodservice by operation of law (other than any Eligible Inactive Employee). Where a transfer of employment is necessary, such transfer will be carried out in compliance with applicable transfer laws and regulations, including, without limitation, the European Union Acquired Rights Directive (as amended and as implemented from country to country from time to time) or any such similar transfer law or regulation in other countries that provides for the transfer of employment by operation of law (such transfer laws and regulations collectively, the “ Transfer Laws ”). Where a transfer of employment is necessary and the Transfer Laws are not applicable, Manitowoc Foodservice agrees that the employment of each Non-U.S. Employee will be transferred to Manitowoc Foodservice or one of its Affiliates by substitution of employer, three-party contract, assignment, subjective novation, or as may otherwise reasonably be required or permitted to obtain the consent of the Non-U.S. Employee to the transfer and to the extent possible without triggering the obligation to pay severance or other termination liabilities. The parties agree to cooperate fully and timely in the transition activities and also to comply (and cause their applicable Affiliates to comply) with the Transfer Laws.

(b) In the event that, within thirty (30) days after the Manitowoc Foodservice Employment Date, a Non-U.S. Employee is found not to have transferred to Manitowoc Foodservice or its applicable Affiliate (when such transfer was contemplated by the Separation Agreement or this Agreement), then Manitowoc Foodservice, in consultation with Manitowoc ParentCo, will as soon as practicable, but in any event within ten (10) days that are business days in the relevant jurisdiction of being so requested by Manitowoc ParentCo, make or cause an Affiliate to make to each such Non-U.S. Employee an offer in writing meeting the requirements of Section 8.1(a) to employ him

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or her effective immediately. As of acceptance of the offer made pursuant to this Section 8.1(b), the employment of the Non-U.S. Employee will terminate with Manitowoc ParentCo or its applicable Affiliate.

(c) If within thirty (30) days after the Manitowoc Foodservice Employment Date, any employee of Manitowoc ParentCo or any Manitowoc ParentCo Affiliate (other than a Non-U.S. Employee) is found to have transferred to Manitowoc Foodservice or one of its Affiliates (when such transfer was not contemplated by the Separation Agreement or this Agreement), (i) Manitowoc ParentCo in consultation with Manitowoc Foodservice will as soon as practicable, but in any event within ten (10) days that are business days in the relevant jurisdiction of being so requested by Manitowoc Foodservice, make or cause one of its Affiliates to make to each such person an offer in writing to employ him or her effective immediately and (ii) Manitowoc ParentCo’s offer will be for terms and conditions of employment that are substantially comparable to the corresponding provisions of the employee’s contract of employment as existing immediately prior to the Manitowoc Foodservice Employment Date. As of acceptance of the offer made pursuant to this Section 8.1(c), the employment of the employee will terminate with Manitowoc Foodservice or one of its Affiliates, as applicable.

(d) If any Eligible Inactive Employee on a non-U.S. payroll becomes eligible to return to active work status after the Manitowoc Foodservice Employment Date and at a time when he or she would be entitled to reemployment under either applicable law or Manitowoc ParentCo’s policies and procedures in existence immediately prior to the Manitowoc Foodservice Employment Date, Manitowoc Foodservice or one of its Affiliates will immediately take such steps as may be necessary to employ the Eligible Inactive Employee. Such employment will satisfy the requirements of applicable law and Manitowoc ParentCo’s policies and procedures in existence immediately prior to the Manitowoc Foodservice Employment Date. In addition, the termination of the Eligible Inactive Employee from Manitowoc ParentCo or its Affiliate and the employment of such Eligible Inactive Employee by Manitowoc Foodservice or one of its Affiliates will, if possible, be conducted in such a manner as to avoid triggering the obligation to pay the Eligible Inactive Employee severance or other termination liabilities. Any Eligible Inactive Employee who becomes employed by Manitowoc Foodservice or one of its Affiliates pursuant to this Section 8.1(d) will be treated as a Non-U.S. Transferred Employee as of his or her date of hire with Manitowoc Foodservice or one of its Affiliates (which date of hire will be substituted for the “Manitowoc Foodservice Employment Date” as to that Non-U.S. Transferred Employee for all purposes of this Agreement).

8.2 Non-U.S. Employee Benefits .

(a) Manitowoc Foodservice will, or will cause its Affiliates to, establish or maintain the Manitowoc Foodservice Non-U.S. Plans and such other employee benefit plans outside of the United States as may be required by applicable law and Section 8.1(a).

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(b) As of 11:59 p.m. on the day preceding the Plan Split Date (or such later date as provided in Schedule 8.2 or in subsequent written agreements between the parties for the adoption of the Manitowoc Foodservice Non-U.S. Plan of the same type), Manitowoc ParentCo and/or its Affiliates will cease all responsibility or liability with respect to coverage for any Non-U.S. Transferred Employee and any Other Non-U.S. Manitowoc Foodservice Employee under any Employee Benefit Plans maintained by Manitowoc ParentCo or any of its Affiliates. To the extent such coverages are permitted to cease under applicable law and are not continued by Manitowoc ParentCo or its Affiliates in accordance with the immediately following sentence, the coverages will so cease immediately prior to the Plan Split Date. To the extent (i) such coverages are required to continue on or beyond said applicable date under applicable law or (ii) Manitowoc ParentCo and Manitowoc Foodservice agree in writing that any such coverages will continue after said applicable date for other purposes not inconsistent with applicable law, Manitowoc ParentCo and/or its Affiliates will continue to provide coverage for any Non-U.S. Transferred Employee and any Other Non-U.S. Manitowoc Foodservice Employee under any benefit plans, programs or policies maintained by Manitowoc ParentCo or any of its Affiliates on and after the aforesaid date to the extent so required or agreed, and Manitowoc Foodservice and its Affiliates will indemnify Manitowoc ParentCo and its Affiliates and reimburse them for any and all expenses (as defined in Section 8.2(a) above) incurred under such plans in respect of such continuation of coverage on and after the aforesaid date. Reimbursement under this Section 8.2(b) will be made within thirty (30) days after Manitowoc Foodservice or its applicable Affiliate receives from Manitowoc ParentCo or its applicable Affiliate an itemized statement setting forth the types and amounts of such expenses. Schedule 8.2 sets forth the Manitowoc ParentCo Non-U.S. Plans, if any, in which Non-U.S. Transferred Employees and any Other Non-U.S. Manitowoc Foodservice Employees will continue to participate on and after the Plan Split Date or such other applicable date, as well as the anticipated date on which their participation in such plans will cease.

(c) During the period from the Manitowoc Foodservice Employment Date through 11:59 p.m. on the day preceding the Plan Split Date, Manitowoc Foodservice will assume and fulfill, and will cause its Affiliates to assume and fulfill, in a timely manner, all of the accrued obligations and liabilities relating to the vacation, annual leave, and holiday policies (collectively, “ Paid Leave Days ”) of Manitowoc ParentCo and its Affiliates immediately prior to the Plan Split Date with regard to Non-U.S. Transferred Employees and any Other Non-U.S. Manitowoc Foodservice Employees, including allowing Non-U.S. Transferred Employees and Other Non-U.S. Manitowoc Foodservice Employees to use and be paid for their accrued but unused Paid Leave Days. On and after the Plan Split Date and subject to Section 8.3 below and the requirements of applicable law, Non-U.S. Transferred Employees and Other Non-U.S. Manitowoc Foodservice Employees will be entitled to accrue and use Paid Leave Days only in accordance with the policies and procedures of Manitowoc Foodservice or its Affiliates applicable to similarly situated employees.

8.3 Service Credit . Without limiting anything in Section 8.1 above and consistent therewith, Manitowoc Foodservice and its Affiliates will provide each Non-U.S. Transferred Employee with full credit for service recognized by Manitowoc ParentCo and its Affiliates for all

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purposes (but not for any defined benefit pension plan or retiree medical plan purpose unless either a plan-to-plan transfer of assets and liabilities has occurred or applicable law requires the recognition of such service); provided that in no event will Manitowoc Foodservice or any of its Affiliates be required to provide any service credit to any Non-U.S. Transferred Employee to the extent Manitowoc Foodservice or its applicable Affiliate determines in its discretion that the provision of such credit would result in any duplication of benefits or unusual or unintended increase in benefits. To the extent that a Non-U.S. Transferred Employee is paid severance as a result of his transfer of employment to Manitowoc Foodservice or one of its Affiliates, and to the extent permitted by applicable law, neither Manitowoc Foodservice nor its applicable Affiliate will be required to provide that Non-U.S. Transferred Employee with full credit for service recognized by Manitowoc ParentCo or Manitowoc ParentCo’s Affiliate, for purposes of any future severance or severance-like payments.

8.4 Immigration and Visa Matters . Where legally permissible and unless the parties agree otherwise, Manitowoc Foodservice or one of its Affiliates will assume, in each case effective as of the Manitowoc Foodservice Employment Date, any work permits, visas or other immigration documents relating to any Non-U.S. Transferred Employee. The employing entity of the Non-U.S. Transferred Employee will be solely responsible for the costs associated with the transfer of these documents, including, if necessary, the costs of third-party attorneys or consultants. Where permitted by law and/or applicable regulation, Manitowoc ParentCo will assign to Manitowoc Foodservice or one of its Affiliates, and will cause its applicable Affiliate to assign to Manitowoc Foodservice or one of its Affiliates, in each case effective as of the Manitowoc Foodservice Employment Date, such work permits, visas or other immigration documents and all immigration-related liabilities.

ARTICLE 9

EQUITY AWARDS AND INCENTIVE COMPENSATION

9.1 Outstanding ParentCo Equity Compensation Awards .

(a) Each Manitowoc ParentCo Equity Compensation Award that is outstanding as of the Distribution will be adjusted as described below, so that each holder of a Manitowoc ParentCo Equity Compensation Award will hold adjusted equity awards comprised of a Manitowoc Foodservice Equity Compensation Award and a Cranes Equity Compensation Award unless otherwise provided in this Section 9.1(a); provided that, effective immediately prior to the Distribution, the Manitowoc ParentCo Compensation Committee may provide for different adjustments with respect to some or all of a holder’s Manitowoc ParentCo Equity Compensation Awards. For greater certainty, any adjustments made by the Manitowoc ParentCo Compensation Committee will be deemed incorporated by reference herein as if fully set forth below and will be binding on the parties hereto and their respective subsidiaries.

(i) Each Manitowoc ParentCo Stock Option generally will be adjusted in the manner described below, effective as of the Distribution Date and immediately prior to the Distribution, so that immediately following the Distribution each Manitowoc ParentCo Stock Option holder will hold Cranes Stock Options and Manitowoc Foodservice Stock Options in lieu of the

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Manitowoc ParentCo Stock Options previously held. The following procedure will generally be applied to each Manitowoc ParentCo Stock Option with the same grant date and exercise price held by each Manitowoc ParentCo Stock Option holder as of the Distribution Date:

(1) The Cranes Stock Option will have an exercise price equal to the applicable Cranes Price. The number of Cranes Stock Options will equal the number of Manitowoc ParentCo Stock Options to which they relate. Such Cranes Stock Options will be subject to the same vesting requirements and dates and other terms and conditions as the Manitowoc ParentCo Stock Options to which they relate.

(2) The Manitowoc Foodservice Stock Option will have an exercise price equal to the applicable Manitowoc Foodservice Price. The number of Manitowoc Foodservice Stock Options will equal the number of Manitowoc ParentCo Stock Options. Such Manitowoc Foodservice Stock Options will be subject to the same vesting requirements and dates and other terms and conditions as the Manitowoc ParentCo Stock Options to which they relate.

(ii) With respect to Manitowoc ParentCo Restricted Shares, Manitowoc ParentCo Time-Based RSUs and Manitowoc ParentCo Performance Shares:

(1) Each holder of Manitowoc ParentCo Restricted Shares will generally receive from Manitowoc Foodservice, as of the time of the Distribution Date and immediately prior to the Distribution, Manitowoc Foodservice Restricted Shares determined in the same manner as for other shareholders of Manitowoc ParentCo Common Stock. Such Manitowoc Foodservice Restricted Shares will be subject to the same vesting requirements and dates and other terms and conditions as the Manitowoc ParentCo Restricted Shares to which they relate (including the right to receive dividends or other distributions). Each Manitowoc ParentCo Restricted Share will continue to be one Cranes Restricted Share which will be subject to the same vesting requirements and dates and other terms and conditions as the Manitowoc ParentCo Restricted Shares to which it relates.

(2) Each holder of Manitowoc ParentCo Time-Based RSUs will generally receive from Manitowoc Foodservice, as of the time of the Distribution Date and immediately prior to the Distribution, Manitowoc Foodservice Time-Based RSUs, determined in the same manner as for shareholders of Manitowoc ParentCo Common Stock. All Manitowoc Foodservice Time-Based RSUs will be subject to the same vesting requirements and dates and other terms and conditions as the Manitowoc ParentCo Time-Based RSUs to which they relate. Each Manitowoc ParentCo Time-Based RSU will continue to be a Cranes Time-Based RSU

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which will be subject to the same vesting requirements and dates and other terms and conditions as the Manitowoc ParentCo Time-Based RSU to which it relates.

(3) All Manitowoc ParentCo Performance Share awards for which the performance period has ended on or prior to the Distribution Date will be earned or forfeited based on the achievement of the applicable performance objectives as of the end of such performance period and will have been settled (or will be deemed to have been settled for purposes of determining the amount and type of equity received by the award holders in connection with the Distribution) in unrestricted shares of Manitowoc ParentCo Common Stock prior to the Distribution Date. The determination of whether any portion of the Manitowoc ParentCo Performance Shares has been earned based on the achievement of the applicable performance objectives will be made by the Manitowoc ParentCo Compensation Committee in accordance with the applicable Manitowoc ParentCo LTIP.

(4) All Manitowoc ParentCo Performance Share awards for which the performance period has not ended on or prior to the Distribution Date will be earned at the target performance level and will be converted immediately prior to the Distribution into a number of Manitowoc ParentCo Time-Based RSUs equal to the target number of Manitowoc ParentCo Performance Shares subject to the award, without pro ration for the partial performance period. Such Manitowoc ParentCo Time-Based RSUs shall be adjusted in accordance with Section 9.1(a)(ii)(2), and shall remain subject to a requirement of continued service until the end of the original performance period, subject to earlier vesting upon death, disability, an involuntary termination without cause or a voluntary termination with good reason, in each case to the extent provided in the applicable award agreement.

(b) In the event a change in control (as defined in the applicable equity incentive plan or award agreement) occurs with respect to Manitowoc ParentCo, then (i) any accelerated vesting and/or exercisability applicable to Cranes Equity Compensation Awards held by Cranes Employees and Former Cranes Business Employees shall apply to the Manitowoc Foodservice Equity Compensation Awards then held by such individuals, subject to any “double trigger” or similar requirement in the applicable equity incentive plan or award agreement, and (ii) any accelerated vesting and/or exercisability applicable to Cranes Equity Compensation Awards then held by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees shall apply, subject to any “double trigger” or similar requirement in the applicable equity incentive plan or award agreement. In the event a change in control (as defined in the applicable equity incentive plan or award agreement) occurs with respect to Manitowoc Foodservice, then (x) any accelerated vesting and/or exercisability applicable to Manitowoc Foodservice Equity Compensation Awards held by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees shall apply to the Cranes

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Equity Compensation Awards then held by such individuals, subject to any “double trigger” or similar requirement in the applicable equity incentive plan or award agreement, and (y) any accelerated vesting and/or exercisability applicable to Manitowoc Foodservice Equity Compensation Awards then held by Manitowoc ParentCo Group Employees and Former Manitowoc ParentCo Business Employees shall apply, subject to any “double trigger” or similar requirement in the applicable equity incentive plan or award agreement. Notwithstanding the foregoing, this Section 9.1(b) will not apply to the extent that it would cause adverse tax consequences under Code Section 409A.

(c) Prior to the Distribution Date, Manitowoc Foodservice will establish an equity compensation plan (subject to approval by the Manitowoc Foodservice Board of Directors or the Compensation Committee thereof), so that upon the Distribution, Manitowoc Foodservice will have in effect an equity compensation plan that allows grants of equity compensation awards subject to substantially the same terms as those that apply to the corresponding Manitowoc ParentCo Equity Compensation Awards. From and after the Distribution Date, each Manitowoc Foodservice Equity Compensation Award will be subject to the terms of the Manitowoc Foodservice equity compensation plan, the award agreement governing such Manitowoc Foodservice Equity Compensation Award and any Employment Agreement to which the applicable holder is a party. From and after the Distribution Date, Manitowoc Foodservice will retain, pay, perform, fulfill and discharge all liabilities arising out of or relating to the Manitowoc Foodservice Equity Compensation Awards. Manitowoc ParentCo will retain, pay, perform, fulfill and discharge all liabilities arising out of or relating to the Cranes Equity Compensation Awards.

(d) In all events, the adjustments provided for in this Section 9.1 will be made in a manner that, as determined by Manitowoc ParentCo, avoids adverse tax consequences to holders under Code Section 409A.

9.2 Conformity with Non-U.S. Laws . Notwithstanding anything to the contrary in this Agreement, (a) to the extent any of the provisions in this Article 9 (or any equity award described herein) do not conform with applicable non-U.S. laws (including provisions for the collection of withholding taxes), such provisions shall be modified to the extent necessary to conform with such non-U.S. laws in such manner as is equitable and to preserve the intent hereof, as determined by the parties in good faith, and (b) the provisions of this Article 9 may be modified to the extent necessary to avoid undue cost or administrative burden arising out of the application of this Article 9 to awards subject to non-U.S. laws.

9.3 Tax Withholding and Reporting .

(a) Except as otherwise required by applicable non-U.S. law, the appropriate member of the Manitowoc ParentCo Group will be responsible for all income and payroll taxes, withholding and reporting with respect to Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards held by Manitowoc ParentCo Employees and Former Cranes Business Employees. Except as otherwise required by applicable non-U.S. law, the appropriate member of the Manitowoc Foodservice Group will be responsible for all income and payroll taxes, withholding and reporting with

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respect to Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards held by Manitowoc Foodservice Group Employees and Former Foodservice Business Employees. Manitowoc ParentCo and Manitowoc Foodservice hereby designate the other party as an agent for withholding pursuant to IRS Revenue Procedure 70-6 and to accept such designation to effectuate the intent of this Section 9.3(a). Manitowoc ParentCo or Manitowoc Foodservice, as applicable, shall facilitate performance by the other party to this Agreement (each a “ Party ”) of its obligations hereunder by promptly remitting amounts or shares withheld in conjunction with a transfer of shares or cash, either (as mutually agreed by the Parties) directly to the applicable taxing authority or to the other Party for remittance to such taxing authority. The Parties will cooperate and communicate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient and appropriate manner. Manitowoc ParentCo and Manitowoc Foodservice shall, to the extent practicable, (i) treat Manitowoc Foodservice as a “successor employer” and Manitowoc ParentCo as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred Employees for purposes of taxes imposed under the United States Federal Unemployment Tax Act or the United States Federal Insurance Contributions Act, and (ii) cooperate with each other to avoid, to the extent possible, the filing of more than one IRS Form W-2 with respect to each Manitowoc Foodservice Group Employee for the year in which the Manitowoc Foodservice Employment Date for such Manitowoc Foodservice Group Employee occurs. The obligations to cooperate and support the other in respect of such tax withholding and remittance shall not continue beyond the tenth (10 ^th ) anniversary of the Distribution Date.

(b) If Manitowoc ParentCo or Manitowoc Foodservice determines in its reasonable judgment that any action required under this Article 9 will not achieve the intended tax, accounting and legal results, including, without limitation, the intended results under Code Section 409A or FASB ASC Topic 718 – Stock Compensation, then at the request of Manitowoc ParentCo or Manitowoc Foodservice, as applicable, Manitowoc ParentCo and Manitowoc Foodservice will mutually cooperate in taking such actions as are necessary or appropriate to achieve such results, or most nearly achieve such results if the originally-intended results are not fully attainable.

9.4 Employment Treatment .

(a) Continuous employment with the Manitowoc Foodservice Group and the Cranes Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the Manitowoc Foodservice Equity Compensation Awards and the Cranes Equity Compensation Awards. However, in the event that a Manitowoc Foodservice Group Employee terminates employment after the Distribution Date and becomes employed by the Cranes Group, for purposes of Article 9, the Manitowoc Foodservice Group Employee will be deemed terminated and the terms and conditions of the applicable performance incentive plan under which grants were made will apply. Similarly, in the event that a Cranes Employee terminates employment after the Distribution Date and becomes employed by the Manitowoc Foodservice Group, for purposes of Article 9, the Cranes Employee will be deemed terminated and the terms

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and conditions of the performance incentive plan under which grants were made will apply. Notwithstanding the foregoing, for purposes of this Article 9 only, if an individual is a Delayed Transfer Employee, such individual will not be considered to have terminated on his or her Applicable Transfer Date. In addition, a non-employee member of the board of directors of Manitowoc ParentCo or Manitowoc Foodservice will be treated in a similar manner to that described in this Section 9.4(a).

(b) If, after the Distribution Date, Manitowoc ParentCo or Manitowoc Foodservice identifies (i) an administrative error in the individuals identified as holding Cranes Equity Compensation Awards and Manitowoc Foodservice Equity Compensation Awards, the amount of such awards so held or the vesting level of such awards; or (ii) any other error, then Manitowoc ParentCo and Manitowoc Foodservice will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Manitowoc ParentCo and Manitowoc Foodservice in the position in which they would have been had the error not occurred.

9.5 Payment of Option Exercise Prices . Upon the exercise of a Cranes Stock Option or a Manitowoc Foodservice Stock Option, the exercise price of such stock option will be remitted in cash by the option administrator to the issuer of the option (the appropriate member of the Manitowoc ParentCo Group or the Manitowoc Foodservice Group, as applicable) and the applicable withholding taxes will be remitted in cash by the option administrator to the entity (the appropriate department at the appropriate entity within the Manitowoc ParentCo Group or the Manitowoc Foodservice Group, as applicable) responsible for payroll taxes, withholding and reporting with respect to the option pursuant to Section 9.3. Upon vesting or payment, as applicable, of restricted shares, restricted stock units, performance shares or deferred shares, the applicable withholding will be remitted in cash by the administrator to the entity (the appropriate member of the Manitowoc ParentCo Group or the Manitowoc Foodservice Group, as applicable) responsible for payroll taxes, withholding and reporting with respect to such awards pursuant to Section 9.3. To the extent necessary to provide the withholding amount in cash to the entity responsible for payroll taxes, withholding, and reporting, the issuer of the applicable award will provide the withholding amount in cash. Notwithstanding the foregoing, the method of remittance of the exercise price of any stock option or any applicable withholding taxes may vary for legal or administrative reasons.

9.6 Dividends/Dividend Equivalents . With respect to dividends on Manitowoc Foodservice Restricted Shares or dividend equivalents on Manitowoc Foodservice Time-Based RSUs payable by Manitowoc Foodservice to Manitowoc ParentCo Group employees or service providers (including former Manitowoc Parent Group employees or service providers who did not become Manitowoc Foodservice Group employees or service providers), Manitowoc Foodservice will make such payments to Manitowoc ParentCo, and Manitowoc ParentCo, as an agent for Manitowoc Foodservice, will make such payments to such Manitowoc ParentCo employee or service provider and will be responsible for any applicable payroll taxes, withholding and reporting in accordance with Section 9.3(a). With respect to dividends on Cranes Restricted Shares or dividend equivalents on Cranes Time-Based RSUs payable by Manitowoc ParentCo to Manitowoc Foodservice Group employees or service providers (including former Manitowoc Foodservice Group employees or service providers), Manitowoc ParentCo will make such payments to Manitowoc Foodservice, and Manitowoc Foodservice, as

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an agent for Manitowoc ParentCo, will make such payments to such Manitowoc Foodservice Group employees or service providers and will be responsible for payroll taxes, withholding and reporting in accordance with Section 9.3(a).

9.7 Equity Award Administration . Manitowoc Foodservice and Manitowoc ParentCo agree that Charles Schwab will be the administrator and recordkeeper for the Manitowoc Foodservice and Cranes Equity Compensation Awards outstanding as of the Distribution for the life of the relevant awards, unless the parties mutually agree otherwise.

9.8 Registration . As soon as reasonably practicable after the Distribution Date and subject to applicable law, Manitowoc Foodservice will use commercially reasonable efforts to register the Manitowoc Foodservice Common Stock relating to the Manitowoc Foodservice Equity Compensation Awards and make any necessary filings with the appropriate Governmental Authorities as required under U.S. and foreign securities laws. Manitowoc Foodservice will use commercially reasonable efforts to cause any registration statement relating to the Manitowoc Foodservice Equity Compensation Awards to be kept effective (and the current status of the prospectus or prospectuses required thereby to be maintained) as long as any Manitowoc Foodservice Equity Compensation Awards remain outstanding. Manitowoc ParentCo will use commercially reasonable efforts to cause a registration statement relating to the Cranes Equity Compensation Awards to be kept effective (and the current status of the prospectus or prospectuses required thereby to be maintained) as long as any Cranes Equity Compensation Awards remain outstanding.

9.9 Short-Term Incentive Plan . The transfer of employment of any Manitowoc ParentCo Group Employee to the Manitowoc Foodservice Group shall not be considered a termination of employment for purposes of any then-completed performance period under the Manitowoc ParentCo Short-Term Incentive Plan, and Manitowoc ParentCo will be responsible for paying any amounts to which such transferred employees become entitled under such Short-Term Incentive Plan.

ARTICLE 10

OTHER EMPLOYMENT MATTERS

10.1 Notification of Organizing Activity . Each party agrees to provide the other, to the extent permitted by applicable law, with prompt notice of and information about any effort by any union to organize any of its employees at any facility or property shared by Manitowoc Foodservice or one of its Affiliates with Manitowoc ParentCo. Such obligation will cease on the date Manitowoc Foodservice or its Affiliate and Manitowoc ParentCo no longer share the facility or property.

10.2 Contractors . As of the Manitowoc Foodservice Employment Date, in each country and where legally permissible, Manitowoc ParentCo or its applicable Affiliate will assign to Manitowoc Foodservice or its applicable Affiliate the engagements of Transferred Contractors and Manitowoc Foodservice or its applicable Affiliate will accept such assignments. Where not legally permissible to assign such engagements, Manitowoc ParentCo or its applicable Affiliate will terminate the engagements of each Transferred Contractor as of the applicable Manitowoc Foodservice Employment Date, and immediately thereafter Manitowoc Foodservice or its applicable Affiliate will offer to engage such Transferred Contractor.

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10.3 Expatriates . Manitowoc Foodservice will assume and honor, or will cause its applicable Affiliate to assume and honor, any agreements, obligations and liabilities relating to any Transferred Employee who is an expatriate, including, without limitation, agreements, obligations and liabilities relating to repatriation, relocation, equalization of taxes and living standards in the host country. For purposes of this Section 10.3, the term “expatriate” will refer to any employee who was hired in one country by Manitowoc ParentCo or one of its Affiliates, designated as an expatriate, and sent to work in another country on a temporary basis.

10.4 Shared Employee Contracts .

(a) At the written request of Manitowoc Foodservice, Manitowoc ParentCo will, and will cause other members of the Manitowoc ParentCo Group to, to the extent permitted by the applicable Manitowoc ParentCo Shared Employee Contract and applicable law, make available to Manitowoc Foodservice or applicable members of the Manitowoc Foodservice Group the benefits and rights under the Manitowoc ParentCo Shared Employee Contracts, including, but not limited to, the investigation, prosecution, and/or defense of litigation to enforce a Manitowoc ParentCo Shared Employee Contract on behalf of Manitowoc Foodservice, which are substantially comparable to the benefits and rights enjoyed by the Manitowoc ParentCo Group under each Manitowoc ParentCo Shared Employee Contract for which such request is made by Manitowoc Foodservice to the extent such benefits and rights relate to the Transferred Businesses; provided that the applicable members of the Manitowoc Foodservice Group will assume and discharge (or promptly reimburse Manitowoc ParentCo for) the obligations and liabilities under the relevant Manitowoc ParentCo Shared Employee Contracts associated with the benefits and rights so made available to them.

(b) At the written request of Manitowoc ParentCo, Manitowoc Foodservice will, and will cause other members of the Manitowoc Foodservice Group to, to the extent permitted by the applicable Manitowoc Foodservice Shared Employee Contract and applicable law, make available to Manitowoc ParentCo or applicable members of the Manitowoc ParentCo Group the benefits and rights under the Manitowoc Foodservice Shared Employee Contracts, including, but not limited to, the investigation, prosecution, and/or defense of litigation to enforce a Manitowoc Foodservice Shared Employee Contract on behalf of the Manitowoc ParentCo Group, which are substantially comparable to the benefits and rights enjoyed by the Manitowoc Foodservice Group under each Manitowoc Foodservice Shared Employee Contract for which such request is made by Manitowoc ParentCo, to the extent such benefits and rights relate to the Manitowoc ParentCo Business; provided that the applicable members of the Manitowoc ParentCo Group will assume and discharge (or promptly reimburse Manitowoc Foodservice) the obligations and liabilities under the relevant Manitowoc Foodservice Shared Employee Contracts associated with the benefits and rights so made available to them.

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10.5 Restrictions on Hiring of Current and Former Employees After Distribution Date .

(a) For a period of twelve (12) months after the Distribution Date (the “Restriction Period”), to the extent permitted by applicable law, Manitowoc ParentCo and its Affiliates will not, directly or indirectly, solicit for hire or hire employees of Manitowoc Foodservice or any of its Affiliates, and Manitowoc Foodservice and its Affiliates will not solicit for hire or hire employees of Manitowoc ParentCo or any of its Affiliates, unless written approval for such hiring is given by the senior Human Resources officers of Manitowoc ParentCo and of Manitowoc Foodservice prior to any offer of employment being extended either verbally or in writing; provided that such prohibition shall not apply in the case of employment transfers that the parties agree were made in error. Manitowoc ParentCo and Manitowoc Foodservice will be responsible for implementing appropriate internal procedures to ensure compliance with this Section 10.5(a). For purposes of the foregoing, the retention by one company of the services of any such employee or former employee of the other company through a temporary employment agency or through a contract with a third party or by or through any other similar arrangement, shall be deemed a violation of the foregoing non-solicitation and non-hire provisions.

(b) Nothing in Section 10.5(a) will prevent Manitowoc ParentCo and its Affiliates from hiring a former employee of Manitowoc Foodservice or one of its Affiliates, or Manitowoc Foodservice and its Affiliates from hiring a former employee of Manitowoc ParentCo or one of its Affiliates (the entity engaging in such hiring will be referred to as the “ Hiring Entity ” and the entity for whom the employee formerly worked will be referred to as the “ Former Employer ”), provided that the former employee was involuntarily terminated by the Former Employer and such involuntary termination was not due to any act or omission by the former employee undertaken by such former employee with any intent or design to circumvent the restrictions set forth in Section 10.5(a).

(c) Notwithstanding anything else in Sections 10.5(a) or (b) and to the extent permitted by applicable law, for the period beginning on the Manitowoc Foodservice Employment Date and ending on the first anniversary of the Distribution Date, none of Manitowoc ParentCo, Manitowoc Foodservice or their respective Affiliates will solicit for employment or employ (or engage as an independent contractor or consultant) any employee who refuses a transfer of employment contemplated by Sections 2.1(a) or 8.1(a).

(d) The provisions of this Section 10.5 of this Agreement are severable. In the event that any provision of this Section 10.5 is deemed unenforceable, a court of competent jurisdiction shall reform such provision to the extent necessary to cause it to be enforceable to the maximum extent permitted by law. The parties agree that they desire the court to reform such provision, and therefore agree that the court will have jurisdiction to do so and that they will abide by what the court determines.

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ARTICLE 11

RESPONSIBILITY FOR EMPLOYEES AND CONTRACTORS

11.1 Responsibility for Manitowoc Foodservice Group Employees . Except as expressly provided otherwise herein and subject to Section 11.7 hereof, Manitowoc Foodservice, to the exclusion of the Manitowoc ParentCo Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all employment, compensation, employee benefit, and benefit plan fiduciary liabilities relating to any U.S. Employee, U.S. Transferred Employee, Non-U.S. Employee, Non-U.S. Transferred Employee, Other U.S. Manitowoc Foodservice Employee, Other Non-U.S. Manitowoc Foodservice Employee, and future employees of Manitowoc Foodservice and its Affiliates or of the Transferred Businesses (in the case of an employee who terminated employment prior to the preparation of the initial versions of Schedules 1(a) and 1(b), such employee will be considered to have been an employee of the Transferred Businesses if he or she was employed in or provided a majority of his or her services to the Transferred Business as of the date of such termination, or if his or her claim relates exclusively to the provision of services to the Transferred Businesses, regardless of whether or to what degree he or she also provided services to other businesses) (all such employees, the “ Manitowoc Foodservice Group Employees ”), which arise before, on or after the Distribution Date, including, without limitation:

(a) those arising from any claim that Manitowoc ParentCo or any of its Manitowoc ParentCo Group Affiliates is the actual employer, co-employer or joint employer of any of the Manitowoc Foodservice Group Employees;

(b) any and all employment-related claims under any national or local law or ordinance, all as they may have been or may in the future be amended;

(c) all liabilities relating to or arising out of any alleged failure to comply with the Transfer Laws with respect to the Manitowoc Foodservice Group Employees; and

(d) all termination and severance liabilities; claims for lost wages, compensation, and benefits; claims for damages; claims for breach of fiduciary duty without regard to whether such claims might also be deemed to be in any sense claims for benefits; and claims for unfair or wrongful dismissal; together with all costs and expenses (including but not limited to attorneys fees) associated therewith,

(collectively, and with the other liabilities for which any member of the Manitowoc Foodservice Group is explicitly responsible under the terms of this Agreement, the “ Manitowoc Foodservice Employment Liabilities ”); provided that the Manitowoc ParentCo Benefit liabilities, as defined in Section 11.6(a) below, will not be Manitowoc Foodservice Employment Liabilities.

11.2 Responsibility for Manitowoc Foodservice Group Contractors . Except as expressly provided otherwise herein and subject to Section 11.7 hereof, Manitowoc Foodservice, to the exclusion of the Manitowoc ParentCo Group, will and will cause their applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all liabilities relating to any Transferred Contractor and any other past, present, and future Contractor of Manitowoc Foodservice or its Affiliates or of the Transferred Businesses (such Contractor will

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be considered to have been engaged by the Transferred Businesses if he or she provided a majority of his or her services to the Transferred Businesses or if his or her claim relates exclusively to the provision of services to the Transferred Businesses, regardless of whether or to what degree he or she also provided services to other businesses) (the “ Manitowoc Foodservice Group Contractors ”) which arise before, on or after the Effective Date, including, without limitation, all Liabilities relating to or arising out of the assignment or termination by Manitowoc ParentCo or its Affiliates of the engagements of such Manitowoc Foodservice Group Contractors (the “ Manitowoc Foodservice Contractor Liabilities ”).

11.3 Responsibility for Certain Corporate Function Employees . Effective at and after the Distribution Date and except as expressly provided otherwise herein or in Schedule 1 of the Separation Agreement, and subject to Section 11.7 hereof, in the case of employment, compensation, employee benefit, and benefit plan fiduciary liabilities relating to employees whose principal responsibilities were to provide corporate services to the corporation as a whole (even though their work on given projects may have benefited one business unit more than another), who are not Manitowoc Foodservice Group Employees or Manitowoc ParentCo Group Employees and whose employment terminated, such liabilities will be borne by the entity that employed such employees immediately prior to their termination of employment (“ Prior Corporate Function Liabilities ”).

11.4 Responsibility for Manitowoc ParentCo Group Employees . Effective at and after the Distribution Date and except as expressly provided otherwise herein or in the Transition Services Agreement, and subject to Section 11.7 hereof, Manitowoc ParentCo, to the exclusion of the Manitowoc Foodservice Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all employment, compensation, employee benefit, and benefit plan fiduciary liabilities relating to the current, former and future employees of the Manitowoc ParentCo Group business other than the Transferred Business (“ the Manitowoc ParentCo Group Businesses ”) and the former employees (prior to the Manitowoc Foodservice Employment Date) of Manitowoc Foodservice and its Affiliates (in the case of an employee who terminated employment prior to the preparation of the initial versions of Schedules 1(a) and 1(b), such employee will be considered to have been an employee of the Manitowoc ParentCo Group Businesses if he or she was employed in or provided a majority of his or her services to the Manitowoc ParentCo Group Businesses as of the date of such termination, or if his or her claim relates exclusively to the provision of services to the Manitowoc ParentCo Group Businesses, regardless of whether or to what degree he or she also provided services to other businesses), but excluding the Manitowoc Foodservice Group Employees (the “ Manitowoc ParentCo Group Employees ”), including, without limitation:

(a) those arising from any claim that Manitowoc Foodservice or any of its Manitowoc Foodservice Group Affiliates is the actual employer, co-employer or joint employer of any of the Manitowoc ParentCo Group Employees;

(b) any and all employment-related claims under any national or local law or ordinance, all as they may have been or may in the future be amended;

(c) all liabilities relating to or arising out of any alleged failure to comply with the Transfer Laws with respect to the Manitowoc ParentCo Group Employees; and

(d) all termination and severance liabilities; claims for lost wages, compensation, and benefits; claims for damages; claims for breach of fiduciary duty without regard to whether such claims might also be deemed to be in any sense claims for benefits; and claims for unfair or wrongful dismissal; together with all costs and expenses (including but not limited to attorneys fees) associated therewith,

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(collectively and with the other liabilities for which any member of the Manitowoc ParentCo Group is explicitly responsible under the terms of this Agreement, the “ Manitowoc ParentCo Employment Liabilities ”); provided , further , that Manitowoc Foodservice Benefit Liabilities, as defined in Section 11.6(b) below, will not be Manitowoc ParentCo Employment Liabilities or Manitowoc ParentCo Benefit Liabilities.

11.5 Responsibility for Manitowoc ParentCo Group Contractors . Effective at and after the Distribution Date and except as expressly provided otherwise herein, and subject to Section 11.7 hereof, Manitowoc ParentCo, to the exclusion of the Manitowoc Foodservice Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all liabilities relating to past, present, and future Contractors of Manitowoc ParentCo or its Affiliates, other than the Manitowoc Foodservice Group Contractors (the “ Manitowoc ParentCo Group Contractors ”), including, without limitation, all liabilities relating to or arising out of the assignment or termination by Manitowoc Foodservice or members of the Manitowoc Foodservice Group of the engagements of such Manitowoc ParentCo Group Contractors (the “ Manitowoc ParentCo Contractor Liabilities ”).

11.6 Responsibility for Certain Benefits Matters .

(a) Notwithstanding any provision of Sections 11.1 to 11.5 of this Agreement and effective at and after the Distribution Date, and subject to Sections 11.6(b) and 11.7 hereof, Manitowoc ParentCo, to the exclusion of the Manitowoc Foodservice Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all liabilities incurred in connection with respect to legal actions for benefits under any Employee Benefit Plan of Manitowoc ParentCo or legal actions alleging breach of fiduciary duty in connection with any Employee Benefit Plan of Manitowoc ParentCo, as follows: (A) as to liabilities arising from such actions filed on or commenced before, on or after the Distribution Date that involve only pre-Distribution acts or omissions, Manitowoc ParentCo will indemnify Manitowoc Foodservice and its employees, directors, fiduciaries or agents, (B) as to liabilities arising from such actions filed on or commenced before, on or after the Distribution Date that involve pre-Distribution acts or omissions and post-Distribution acts or omissions, Manitowoc ParentCo and Manitowoc Foodservice will be responsible for their own liabilities, including those of their employees, directors, fiduciaries and agents, as to that portion of any settlement, judgment, costs and expenses resulting from such post-Distribution acts or omissions, and (C) as to liabilities arising from such actions filed on or commenced before, on or after the Distribution Date that do not involve alleged pre-Distribution acts or omissions, Manitowoc ParentCo will not indemnify Manitowoc Foodservice, nor will Manitowoc Foodservice indemnify Manitowoc ParentCo, and neither will indemnify the employees, directors, fiduciaries or agents of the other (such liabilities as are to be indemnified by Manitowoc ParentCo, “ Manitowoc ParentCo Benefit Liabilities ”).

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(b) Notwithstanding any provision of Sections 11.1 to 11.5 of this Agreement, and subject to Section 11.7 hereof, Manitowoc Foodservice, to the exclusion of the Manitowoc ParentCo Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all liabilities: (i) to the extent provided in Sections 11.6(a)(iii)(B) and (C) above; (ii) relating in any way to any Manitowoc Foodservice Employee Benefit Plan; (iii) arising from any post-Distribution act or omission by Manitowoc Foodservice or by an employee, director, fiduciary or agent of Manitowoc Foodservice relating in any way to any Manitowoc ParentCo Employee Benefit Plan; (iv) under Section 510 of ERISA, or otherwise, relating to the absence following the Distribution Date of a Manitowoc Foodservice U.S. or U.K. defined benefit pension plan or U.S. retiree medical plan; and (v) arising from any change in terms and conditions of employment by Manitowoc Foodservice in the terms and conditions of employment of any Manitowoc Foodservice Group Employees in comparison with their terms and conditions of employment as of the date immediately preceding their Manitowoc Foodservice Employment Date (“ Manitowoc Foodservice Benefit Liabilities ”).

11.7 Reimbursement and Indemnification .

(a) Damages incurred by Manitowoc Foodservice, Manitowoc ParentCo, and/or their applicable Affiliates or their respective Employee Benefit Plans or plan fiduciaries relating to employment, compensation, employee benefit, and benefit plan fiduciary damages and liabilities will be paid to the maximum extent available under applicable insurance. In no respect shall Manitowoc Foodservice, Manitowoc ParentCo, or their Affiliates or their respective Employee Benefit Plans or plan fiduciaries be deemed to indemnify, assume, or agree to share insured losses. To the extent that any such damages are not fully indemnified or reimbursed by applicable insurance, then Manitowoc Foodservice and Manitowoc ParentCo (or the applicable Affiliates of Manitowoc Foodservice and Manitowoc ParentCo) will be responsible for payment of such amounts (including amounts within retentions, deductibles, co-insurance, retrospective premiums and amounts in excess of insurance or not covered by insurance), whether by reimbursement, indemnification or otherwise, in the proportion to and according to whether such damages relate to Manitowoc Foodservice Employment Liabilities, Manitowoc Foodservice Contractor Liabilities, Manitowoc ParentCo Employment Liabilities, Manitowoc ParentCo Contractor Liabilities, Prior Corporate Function Liabilities, Manitowoc ParentCo Benefit Liabilities, or Manitowoc Foodservice Benefit Liabilities, as set forth in this Article 11. For purpose of clarification, if pursuant to the provisions in this Article 11 Manitowoc ParentCo, to the exclusion of the Manitowoc Foodservice Group, will or will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge any liability, then Manitowoc ParentCo or its applicable Affiliate will be deemed the “Indemnifying Party” and the Manitowoc Foodservice Group will be deemed the “Indemnified Party” for purposes of Section 6.2 of the Separation Agreement in the event the Manitowoc Foodservice Group incurs any damages related to such liability. Similarly, if pursuant to the provisions in this Article 11 Manitowoc Foodservice, to the exclusion of the Manitowoc ParentCo Group, will or will cause their Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge any liability, then Manitowoc Foodservice or its applicable Affiliate will

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be deemed the “Indemnifying Party” and the Manitowoc ParentCo Group will be deemed the “Indemnified Party” for purposes of Section 6.1 of the Separation Agreement in the event the Manitowoc ParentCo Group incurs any damages related to such liability.

(b) Claims for breach of this Agreement or for indemnification or reimbursement or with respect to insurance under this Agreement shall be resolved as set forth in, and shall be subject to the terms of, Article VI of the Separation Agreement. This shall in no way limit the applicability of other provisions of the Separation Agreement.

(c) For the avoidance of doubt, it is understood and agreed that (i) Manitowoc Foodservice Employment Liabilities and Manitowoc Foodservice Contractor Liabilities will arise in connection with Manitowoc Foodservice Exclusive Litigation Matters or Shared Litigation Matters, as defined in the Separation Agreement, (ii) Manitowoc ParentCo Employment Liabilities and Manitowoc ParentCo Contractor Liabilities will arise in connection Manitowoc ParentCo Exclusive Litigation Matters or Shared Litigation Matters, as defined in the Separation Agreement, (iii) Prior Corporate Function Liabilities will arise in connection with Shared Litigation Matters, as defined in the Separation Agreement, except as provided in Schedule 1 therein, (iv) Manitowoc Foodservice Benefit Liabilities will arise in connection with Manitowoc Foodservice Exclusive Litigation Matters or Corporate Litigation Matters, as defined in the Separation Agreement, and (v) Manitowoc ParentCo Benefit Liabilities will arise in connection with Manitowoc ParentCo Exclusive Litigation Matters or Corporate Litigation Matters, as defined in the Separation Agreement.

ARTICLE 12

TERMINATION

12.1 Termination of Agreement . This Agreement will terminate automatically and without need for further action by either party in the event that the Separation Agreement is terminated in accordance with its respective terms.

12.2 Effect of Termination . Upon termination of this Agreement pursuant to this Article 12, this Agreement and the rights and obligations of the parties under this Agreement automatically end without any liability against any party or its Affiliates, except as otherwise provided in the Separation Agreement.

ARTICLE 13

MISCELLANEOUS

13.1 Entire Agreement . This Agreement is an integral part of, is subject to, and is to be interpreted consistently with, the Separation Agreement, and the provisions of the Separation Agreement that do not conflict with the provisions of this Agreement are hereby incorporated by reference; in all other respects this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior written and oral (and all contemporaneous oral) agreements and understandings with respect to the express subject matter hereof. The provisions of Article 7 of the Separation Agreement not otherwise expressly covered

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in this Article 13 are hereby incorporated by reference into this Agreement. For purposes of this Section 13.1 only, references herein to this Agreement will include the Schedules and Exhibits to this Agreement, the employee matters section of any country’s ancillary agreement, and any annex of the Transition Services Agreement addressing Employee Matters.

13.2 Cooperation . Manitowoc ParentCo and Manitowoc Foodservice agree to, and to cause their Affiliates to, cooperate and use reasonable efforts to promptly (i) comply with all requirements of this Agreement, ERISA, the Code and other laws and regulations which may be applicable to the matters addressed herein, and (ii) subject to applicable law, provide each other with such information reasonably requested by the other party to assist the other party in administering its Employee Benefit Plans and complying with applicable law and regulations and the terms of this Agreement.

13.3 Third Party Beneficiaries . This Agreement will not confer third-party beneficiary rights upon any Transferred Employee or any other person or entity. Nothing in this Agreement will be construed as giving to any Transferred Employee or other person any legal or equitable right against Manitowoc ParentCo, Manitowoc Foodservice or their Affiliates. This Agreement will not constitute a contract of employment and will not give any Transferred Employee a right to be retained in the employ of either Manitowoc ParentCo, Manitowoc Foodservice or any of their Affiliates, unless the Transferred Employee would otherwise have that right under applicable law. With regard to any Transferred Employee who was an employee-at-will prior to becoming a Transferred Employee, this Agreement will not be deemed to change that at-will status in any way. Furthermore, no provision in this Agreement modifies or amends or creates any employee benefit plan, program, or document (“ Intended Benefit Plan ”) unless this Agreement explicitly states that the provision “amends” or “creates” (or words to similar effect) that Intended Benefit Plan. This shall not prevent the parties to this Agreement from enforcing any provision in this Agreement, but no other party shall be entitled to enforce any provision in this Agreement on the grounds that it is an amendment to, or a creation of, an Intended Benefit Plan, unless the provision explicitly states that such enforcement rights are being conferred. If a party not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to, or creation of, an Intended Benefit Plan, and that provision is construed to be such an amendment or creation despite not being explicitly designated as one in this Agreement, that provision shall lapse retroactively, thereby precluding it from having any effect.

13.4 Employment Records . The parties agree that on or within a reasonable time period after the Distribution Date, the party transferring employees (the “ Transferor ”) agrees to provide the party receiving the employees (the “ Transferee ”) with all employment records for the employees required to be kept under applicable law or necessary for the conduct of the Transferee’s business, provided (a) that such records will not include any records to the extent such a transfer would violate applicable law or cause the Transferor to breach any agreement with a third party, and (b) that such records are in the possession of the Transferor. The Transferor may make, at its expense, and keep copies of such records.

13.5 Not a Change in Control . The Parties acknowledge and agree that the transactions contemplated by the Separation Agreement and this Agreement do not constitute a “change in control” or a “change of control” for purposes of any benefit plan maintained by the Parties or their Affiliates.

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13.6 Effect if Distribution Does Not Occur . If the Distribution does not occur, then all actions and events that are to be taken under this Agreement, or otherwise in connection with the Distribution, shall not be taken or occur, except to the extent specifically provided by Manitowoc ParentCo.

13.7 Disputes . The Parties agree to use commercially reasonable efforts to resolve in an amicable manner any and all controversies, disputes and claims between them arising out of or related in any way to this Agreement. The Parties agree that any controversy, dispute or claim (whether arising in contract, tort or otherwise) arising out of or related in any way to this Agreement that cannot be amicably resolved informally will be resolved pursuant to the dispute resolution procedures set forth in Article VII of the Separation Agreement.

(This space intentionally left blank)

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IN WITNESS WHEREOF , each party has caused this Employee Matters Agreement to be executed on its behalf by a duly authorized officer effective as of the date first set forth above.

[Signature page to Employee Matters Agreement]

Exhibit 10.4

Execution Version

INTELLECTUAL PROPERTY MATTERS AGREEMENT

THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “ IP Agreement ”) is made and entered into effective as of March 4, 2016 (the “ Effective Date ”), by and among The Manitowoc Company, Inc., a Wisconsin corporation (“ Manitowoc ParentCo ”), and Manitowoc Foodservice, Inc., a Delaware corporation and wholly-owned subsidiary of Manitowoc ParentCo (“ SpinCo ”). Capitalized terms used and not otherwise defined in this IP Agreement have the meanings ascribed to such terms in Article 1 of the Separation Agreement (defined below).

RECITALS

WHEREAS, Manitowoc ParentCo has determined that it would be appropriate, desirable and in the best interests of Manitowoc ParentCo and Manitowoc ParentCo’s shareholders to separate the Foodservice Business from Manitowoc ParentCo;

WHEREAS, Manitowoc ParentCo and SpinCo are entering simultaneously herewith into a Master Separation and Distribution Agreement to implement the separation of the business operations of SpinCo from Manitowoc ParentCo (the “ Separation Agreement ”);

WHEREAS, Manitowoc ParentCo and the Foodservice Business both make use of various elements of intellectual property and this IP Agreement is intended to set forth the principal arrangements between them regarding the distribution of, rights to and use of certain such intellectual property.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

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

“ Acquired Party ” has the meaning set forth in Section 3.2(f) of this IP Agreement.

“ Common Mark ” means the graphical representation of a solid circle (both colored red and black and white) with the letter “M” of the word MANITOWOC superimposed thereon printed in the font as seen below:

		and

“ Disclosing Party ” has the meaning set forth in Section 3.5 of this IP Agreement.

“ Distribution ” means the distribution to holders of shares of Manitowoc ParentCo common stock all of the outstanding shares of SpinCo common stock held by Manitowoc ParentCo.

“ Effective Date ” has the meaning set forth in the preamble to this IP Agreement.

“ IP Agreement ” means this Intellectual Property Matters Agreement, entered into by and between Manitowoc ParentCo and SpinCo and effective as of the Effective Date, as such may be amended from time to time.

“ Manitowoc ParentCo ” has the meaning set forth in the preamble to this IP Agreement.

“ Manitowoc ParentCo Domains ” means the domain name/uniform resource locator “manitowoccranes.com”

“ Manitowoc ParentCo Facebook Account ” has the meaning set forth in Section 5.2 of this IP Agreement.

“ Manitowoc ParentCo Fields of Use ” means the design, manufacture, promotion and sale of industrial cranes, tower cranes, mobile hydraulic cranes, telescoping cranes, lattice-boom crawler cranes, vehicles, boom trucks and equipment, parts and accessories for the foregoing, and repair, maintenance and refurbishing services for the foregoing.

“ Manitowoc ParentCo Google+ Account ” has the meaning set forth in Section 5.7 of this IP Agreement.

“ Manitowoc ParentCo LinkedIn Account ” has the meaning set forth in Section 5.3 of this IP Agreement.

“ Manitowoc ParentCo Patents ” means patents and patent applications identified in Schedule A which represents the patent assets around the world of the parties for innovations generally in the Manitowoc ParentCo Fields of Use.

“ Manitowoc ParentCo Trademarks ” means trademarks and trademark registration applications identified in Schedule B which represent marks around the world of the parties generally used in the promotion and sale of products and services within the Manitowoc ParentCo Fields of Use.

“ Manitowoc ParentCo Twitter Accounts ” has the meaning set forth in Section 5.1 of this IP Agreement.

“ Manitowoc ParentCo Works ” means works of authorship (a) related to the Manitowoc ParentCo Fields of Use; and (b) subject to protection under the Copyright laws of at least one country around the world.

“ Manitowoc ParentCo YouTube Accounts ” has the meaning set forth in Section 5.6 of this IP Agreement.

“ Objecting Party ” has the meaning set forth in Section 3.2(f) of this IP Agreement.

“ Other Party ” has the meaning set forth in Section 3.5 of this IP Agreement.

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

“ Shared Domain Name ” means the domain name/uniform resource locator “Manitowoc.com”

“ SpinCo ” has the meaning set forth in the preamble to this IP Agreement.

“ SpinCo Domain ” means the domain name/uniform resource locator “manitowocfoodservice.com”

“ SpinCo Facebook Accounts ” has the meaning set forth in Section 5.2 of this IP Agreement.

“ SpinCo Fields of Use ” means the design, manufacture, promotion, sale, repair and engineering design services for commercial and industrial food equipment including (i) food preparation equipment, (ii) primary cooking and warming equipment, (iii) refrigeration and freezing equipment and ice machines, (iv) food serving equipment, (v) beverage dispensing equipment, (vi) kitchen tools and cookware, (vii) food holding, storage and handling equipment, (viii) tabletop food service items and servingware, (ix) furnishings and décor for food serving establishments (x) custom fabrication services for food preparation and serving equipment and accessories and (xi) food merchandizing and display coolers and freezers; parts and accessories for the foregoing, and repair, maintenance and refurbishing services for the foregoing.

“ SpinCo Google+ Account ” has the meaning set forth in Section 5.7 of this IP Agreement.

“ 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 Instagram Account ” has the meaning set forth in Section 5.5 of this IP Agreement.

“ SpinCo LinkedIn Accounts ” has the meaning set forth in Section 5.3 of this IP Agreement.

“ SpinCo Patents ” means patents and patent applications identified in Schedule C which represents the patent assets around the world of the parties for innovations generally in the SpinCo Fields of Use.

“ SpinCo Pinterest Account ” has the meaning set forth in Section 5.4 of this IP Agreement.

“ SpinCo Trademarks ” means trademarks and trademark registration applications identified in Schedule D which represent marks around the world of the parties generally used in the promotion and sale of products and services within SpinCo Fields of Use.

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“ SpinCo Twitter Accounts ” has the meaning set forth in Section 5.1 of this IP Agreement.

“ SpinCo Use Term ” has the meaning set forth in Section 3.2(c) of this IP Agreement.

“ SpinCo Works ” means works of authorship (a) related to the SpinCo Fields of Use; and (b) subject to protection under the Copyright laws of at least one country around the world.

“ SpinCo YouTube Accounts ” has the meaning set forth in Section 5.6 of this IP Agreement.

ARTICLE 2

PATENTS

Section 2.1 Patents . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is believed to be the owner of record for the Manitowoc ParentCo Patents. Similarly, SpinCo Group is believed to be the owner of record for the SpinCo Patents. Therefore, the parties believe that ownership of the patent assets relevant to the Distribution have already been allocated to the respective parties. The parties also believe that there is no current practical business need for Manitowoc ParentCo to practice the inventions protected by SpinCo Patents and similarly no current practical business need for SpinCo to practice the inventions protected by the Manitowoc ParentCo Patents.

Section 2.2 Assignment by SpinCo Group . To the extent that SpinCo Group owns or has any right or interest in any Manitowoc ParentCo Patent, SpinCo Group hereby assigns and agrees to assign to Manitowoc ParentCo, any and all rights it possesses in the Manitowoc ParentCo Patent(s). SpinCo Group agrees to execute and cause its employees and agents to execute any and all documents reasonably necessary to implement the terms of this Section.

Section 2.3 Assignment by Manitowoc ParentCo . To the extent that Manitowoc ParentCo owns or has any right or interest in any SpinCo Patent, Manitowoc ParentCo hereby assigns and agrees to assign to SpinCo, any and all rights it possesses in the SpinCo Patent(s). Manitowoc ParentCo agrees to execute and cause its employees and agents to execute any and all documents reasonably necessary to implement the terms of this Section.

Section 2.4 Cross Licensing . If after the Effective Date of this IP Agreement, it is determined that one party does in fact have a reasonable business need to practice the patented invention of the other party, then the parties agree to cooperate with one another to put in place a commercially reasonable royalty-free, perpetual, worldwide license agreement permitting use of the patented innovation within the fields of use of the licensing party. Any license agreement entered into pursuant to this Section 2.4: (a) shall have the same effective date as the effective date of the Separation Agreement and (b) shall provide for a term of use that ends on or before the second anniversary of the effective date of the Separation Agreement.

ARTICLE 3

TRADEMARKS

Section 3.1 Trademarks . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is believed to be the owner of record for the Manitowoc ParentCo Trademarks. Similarly, SpinCo

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Group is believed to be the owner of record for the SpinCo Trademarks. Therefore, the parties believe that ownership of the vast majority of the trademarks assets relevant to the Distribution have already been allocated to the respective parties. The parties also believe that, except as expressly provided herein, there is no current practical business need for Manitowoc ParentCo to use the SpinCo Trademarks and similarly no current practical business need for SpinCo to use the Manitowoc ParentCo Trademarks.

Section 3.2 Common Mark .

(a) Use of Common Mark . For the past several years, Manitowoc ParentCo has made use of the Common Mark in conjunction with products and services falling within the scope of the Manitowoc ParentCo Fields of Use and, similarly, SpinCo Group has made use of the Common Mark in conjunction with products and services falling within the scope of the SpinCo Fields of Use. Following the execution of this IP Agreement, it is anticipated that for a limited period of time both Manitowoc ParentCo and SpinCo will continue to make use of the Common Mark in their respective Fields of Use in accordance with this IP Agreement. Due to the appreciable differences between the goods and services of the respective Fields of Use, the different consumer base for the respective Fields of Use, the different trade channels for promotion and use of the Common Mark in the respective Fields of Use, the sophistication of the respective consumers in each of the Fields of Use, along with other factors, the Parties believe that they can each continue to use the Common Mark in their respective Fields of Use, subject to the terms of this IP Agreement, without the potential for any consumer confusion.

(b) Ownership . Notwithstanding anything else in this IP Agreement, the Parties hereby acknowledge and agree that Manitowoc ParentCo (or one of its subsidiaries) is the sole owner of the Common Mark, and to the extent that any member of SpinCo Group may have acquired any ownership or other rights to the Common Mark anywhere in the world and at any point in the past, that SpinCo Group member hereby assigns and agrees to assign to Manitowoc ParentCo (or one of its subsidiaries) any and all rights it may have in the Common Mark and all goodwill and rights related thereto immediately prior to the date the SpinCo Group member is contributed to SpinCo. In exchange, Manitowoc ParentCo grants to SpinCo and the members of SpinCo Group a royalty-free license to use the Common Mark within the SpinCo Fields of Use and for the duration of the SpinCo Use Term (as set forth in Section 3.2(c) below).

(c) License . Manitowoc ParentCo hereby grants to SpinCo a royalty-free license to use the Common Mark in conjunction with promotion, marketing, sale and distribution of products within the SpinCo Fields of Use. The term of this license shall extend to the anniversary of the Effective Date in the year 2018 (the “ SpinCo Use Term ”). In using the Common Mark, SpinCo shall maintain the high level of quality of goods and services already associated with the Common Mark in the SpinCo Fields of Use.

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(d) Future Use . The Parties agree that it is not in their best interests for both Parties to continue to use the Common Mark indefinitely. Therefore, subject to Section 3.2(f) below, SpinCo agrees that it will cease any and all use of the Common Mark, regardless of the goods or services of use, no later than the end of the SpinCo Use Term. After this date, SpinCo will cease all use of the Common Mark and will take no further action to renew, prosecute or otherwise maintain any trademark application or registration for the Common Mark or any mark incorporating the distinctive graphical elements thereof. Notwithstanding this section:

(i) SpinCo shall not be liable for, and shall not be required to take any action with respect to, any products or packaging manufactured by SpinCo and bearing the Common Mark that were sold or distributed by SpinCo prior to the end of the SpinCo Use Term even though such products may remain in the stream of commerce following the end of the SpinCo Use Term; and

(ii) SpinCo shall not be required to cease use of the Common Mark at the end of the SpinCo Use Term, and shall be entitled to continue use of the Common Mark following the end of the SpinCo Use Term pursuant to a continuing royalty-free license, if, prior to the end of the SpinCo Use Term, Manitowoc ParentCo is required to cease use of the Common Mark pursuant to Section 3.2(f) below.

(e) Cooperation . To the extent necessary, the Parties agree to cooperate with one another to implement the terms of this Section 3.2, including but not limited to executing commercially reasonable letters of consent or coexistence agreements.

(f) Revocation of Rights of Use . In the event that a Party (the “ Acquired Party ”) is acquired by, merges with, or otherwise comes under the direct control of an entity which the other Party (the “ Objecting Party ”) determines, using its reasonable discretion, to be a competitor of the Objecting Party, then the Acquired Party agrees that it shall cease any and all use of the Common Mark. Within thirty (30) days after the public announcement of the consummation of an acquisition, merger or the like, the Acquired Party shall provide written notice to the Objecting Party of the public details of the transaction. Within thirty (30) days after receipt of the written notice from the Acquired Party, the Objecting Party shall provide written notice to Acquired Party if the Objecting Party objects to the continued use of the Common Mark under this Section 3.2(f). If the Objecting Party does not timely provide such written notice, the Objecting Party will be conclusively deemed not to object. No more than nine (9) months after receipt of the written notice from the Objecting Party, the Acquired Party will cease any and all use of the Common Mark and will take no further action to prosecute, maintain or renew any registration around the world for the Common Mark.

Section 3.3 Exclusivity .

(a) SpinCo Exclusive Fields of Use . For the SpinCo Use Term (subject to Section 3.2), SpinCo has the exclusive right throughout the world to use the Common Mark in connection with the SpinCo Fields of Use. Manitowoc ParentCo shall not use for itself, or grant a right to or otherwise license any third party to use, the Common Mark and/or a confusingly similar likeness or variation thereof in connection with the SpinCo Fields of Use, except as otherwise permitted in this IP Agreement or otherwise agreed upon in writing by the parties.

(b) Manitowoc ParentCo Exclusive Fields of Use . Manitowoc ParentCo has the exclusive right throughout the world to use the Common Mark in connection with the Manitowoc ParentCo Fields of Use. SpinCo shall not use for itself, or grant a right to or otherwise license any third party to use, the Common Mark and/or a confusingly similar likeness or variation thereof in connection with the Manitowoc ParentCo Fields of Use, except as otherwise permitted in this IP Agreement or otherwise agreed upon in writing by the parties.

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Section 3.4 Conflicting Registrations . SpinCo agrees not to adopt, seek or file for registration of any new trademarks incorporating distinctive graphical elements of the Common Mark.

Section 3.5 Enforcement of Rights . Each Party (the “ Disclosing Party ”) agrees to use reasonable efforts to inform the other (the “ Other Party ”) if the Disclosing Party learns of any proposed or actual adoption, use or registration of any trademark, trade name or corporate name which could infringe or impair the Other Party’s rights in the Common Mark. The Disclosing Party agrees to provide, at the Other Party’s expense, any and all information and assistance reasonably requested concerning such infringements. As the owner of the Common Mark, Manitowoc ParentCo shall have the first right and opportunity to bring action against an alleged infringer of the Common Mark and SpinCo agrees to fully cooperate in this regard. Should Manitowoc ParentCo elect not to take action against an alleged infringer, SpinCo may conduct, at its own expense, and with the right to all recoveries, such litigation as SpinCo deems necessary to challenge the alleged infringement, provided that Manitowoc ParentCo is first given thirty (30) days written notice of SpinCo’s intention to initiate litigation. In the event that SpinCo initiates litigation after providing such notice, Manitowoc ParentCo agrees to be named as a party to the action, but only to the extent legally required in order to provide a basis for the action. SpinCo may not settle such action or enter into any other agreement affecting the Common Mark and/or Manitowoc ParentCo’s rights in the Common Mark without Manitowoc ParentCo’s written approval.

Section 3.6 Cooperation . The parties, being familiar with the marketplace in which their respective marks are used and will be used, believe that the use of their respective marks and the Common Mark have not and are not likely to cause any confusion, mistake or deception. The parties agree to cooperate and consult with one another in good faith should future conditions or developments create confusion or a likelihood of confusion arising from use of the Common Mark. The parties further agree to cooperate with each other and take reasonable steps to (a) avoid confusion that may arise in the future and (b) put in place limited alternative arrangements to facilitate the registration and use of their respective marks in relation to their respective goods and services solely in jurisdictions where trademark laws may frustrate the parties’ intentions, including commercially reasonable royalty-free, perpetual licenses in those jurisdictions where trademark laws do not permit multiple parties to own the same mark for use on potentially similar or related goods and services.

Section 3.7 Consent . Each party consents to the other party’s use of the term MANITOWOC in trademarks, service marks, domain names, trade names or social media identifiers used by such other party in such other party’s Fields of Use. Each consenting party further agrees not to challenge, oppose or object to the use and registration within the other party’s Fields of Use of any trademark, service mark, domain name, trade name or social media identifier based upon the use of graphical elements of the Common Mark and/or the term MANITOWOC.

ARTICLE 4

DOMAIN NAMES/UNIFORM RESOURCE LOCATORS

Section 4.1 Parties’ Domains . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for the Manitowoc ParentCo Domain. Similarly, SpinCo Group is the owner of record for the SpinCo Domain. Therefore, ownership of the domain name assets relevant to the Distribution has already been allocated to the respective parties.

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Section 4.2 Ownership of Shared Domain . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for the Shared Domain and Manitowoc ParentCo shall remain the sole owner of the Shared Domain. To the extent that SpinCo Group has any ownership or control over the Shared Domain, it hereby assigns and agrees to assign to Manitowoc ParentCo all right, title and interest in the Shared Domain. SpinCo Group agrees to cooperate with Manitowoc ParentCo to implement the terms of this Section.

Section 4.3 Use of Shared Domain. As the owner of the Shared Domain, Manitowoc ParentCo shall have the right to control the content and formatting of the content appearing on the Shared Domain. Notwithstanding the foregoing, for a term of two (2) years from the Effective Date, Manitowoc ParentCo agrees to maintain on the Shared Domain a direct link to the SpinCo Domain or another domain supplied by SpinCo. In the event that the content of the materials accessible on the linked SpinCo domain name is, at the sole but reasonable discretion of Manitowoc ParentCo, commercially inappropriate or unprofessional or may reflect adversely on Manitowoc ParentCo or the consumer goodwill inherent in any of the Manitowoc ParentCo Trademarks, Manitowoc ParentCo’s obligation to maintain such link shall terminate.

ARTICLE 5

SOCIAL MEDIA

Section 5.1 Twitter . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for and currently has control over the Twitter accounts having the Twitter handles “@ManitowocCo” and “@MTWCoCareers” (collectively, the “ Manitowoc ParentCo Twitter Accounts ”). SpinCo Group is the owner of record for and currently has control over the Twitter accounts having the Twitter handles “@MTWFS,” “@MTWFSCulinary,” “@MTWFSsocial,” “@MTWFSTrends,” “@MTWFSMarketing,” “@Convotherm,” “@MerrychefMTWFS,” “@FrymasterMTWFS, “@IceMTWFS,” “@DelfieldMTWFS,” “@Cleveland MTWFS,” “@KolpakMTWFS,” “@LincolnMTWFS,” “@GarlandMTWFS” and “@MercoMTWFS” (collectively, the “ SpinCo Twitter Accounts ”). The foregoing Twitter account information represents the only Twitter accounts and handles owned or used by the parties. Therefore, ownership of the Twitter account assets relevant to the Distribution has already been allocated to the respective parties. The parties agree that, following the Distribution, there is (a) no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo Twitter Accounts and, similarly, (b) no current practical business need for SpinCo to use or have access to the Manitowoc ParentCo Twitter Accounts.

Section 5.2 Facebook . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for and currently has control over the Facebook account having the name “Manitowoc Company” (the “ Manitowoc ParentCo Facebook Account ”). SpinCo Group is the owner of record for and currently has control over the Facebook accounts having the names “Manitowoc Foodservice,” “Convotherm,” “Merrychef,” “Frymaster,” and “Manitowoc Ice” (collectively, the “ SpinCo Facebook Accounts ”). The foregoing Facebook account information represents the only Facebook accounts and account names owned or used by the parties. Therefore, ownership of the Facebook account assets relevant to the Distribution has already been allocated to the respective parties. The parties agree that, following the Distribution, there is (a) no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo Facebook Accounts and, similarly, (b) no current practical business need for SpinCo to use or have access to the Manitowoc ParentCo Facebook Account.

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Section 5.3 LinkedIn . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for and currently has control over the LinkedIn account having the name “The Manitowoc Company” (the “ Manitowoc ParentCo LinkedIn Account ”). SpinCo Group is believed to be the owner of record for and currently has control over the LinkedIn accounts having the names “Manitowoc Foodservice,” “Convotherm Elektrogeräte” and “Merrychef Ltd./Manitowoc” (collectively, the “ SpinCo LinkedIn Accounts ”). The foregoing LinkedIn account information represents the only LinkedIn accounts and account names owned or used by the parties. Therefore, ownership of the LinkedIn account assets relevant to the Distribution has already been allocated to the respective parties. The parties agree that, following the Distribution, there is (a) no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo LinkedIn Accounts and, similarly, (b) no current practical business need for SpinCo to use or have access to the Manitowoc ParentCo LinkedIn Account.

Section 5.4 Pinterest . Manitowoc ParentCo does not own or maintain any Pinterest accounts. SpinCo Group is the owner of record for and currently has control over the Pinterest account having the name “Manitowoc FS” (the “ SpinCo Pinterest Account ”). The foregoing Pinterest account information represents the only Pinterest accounts and account names owned or used by the parties. Therefore, ownership of the Pinterest account assets relevant to the Distribution has already been allocated to the respective parties. The parties agree that, following the Distribution, there is no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo Pinterest Account.

Section 5.5 Instagram . Manitowoc ParentCo does not own or maintain any Instagram accounts. SpinCo Group is the owner of record for and currently has control over the Instagram account having the name “MTWFS” (the “ SpinCo Instagram Account ”). The foregoing Instagram account information represents the only Instagram accounts and account names owned or used by the parties. Therefore, ownership of the Instagram account assets relevant to the Distribution has already been allocated to the respective parties. The parties agree that, following the Distribution, there is no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo Instagram Account.

Section 5.6 YouTube . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for and currently has control over the YouTube accounts having the user names “Manitowoc2400” and “manitowoccranes” (collectively, the “ Manitowoc ParentCo YouTube Accounts ”). SpinCo Group is the owner of record for and currently has control over the YouTube accounts having the user names “manitowocfs” and “MerrychefTV” and the YouTube channel having the name “Convotherm” (collectively, the “ SpinCo YouTube Accounts ”). The foregoing YouTube account information represents the only YouTube accounts and account names owned or used by the parties. Therefore, ownership of the YouTube account assets relevant to the Distribution has already been allocated to the respective parties. The parties agree that, following the Distribution, there is (a) no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo YouTube Accounts and, similarly, (b) no current practical business need for SpinCo to use or have access to the Manitowoc ParentCo YouTube Accounts.

Section 5.7 Google+ . Manitowoc ParentCo (or a subsidiary of Manitowoc ParentCo) is the owner of record for and currently has control over the Google+ account having the name “Manitowoc Cranes” (the “ Manitowoc ParentCo Google+ Account ”). SpinCo Group is the owner of record for and currently has control over the Google+ account having the name “ManitowocFS” (the “ SpinCo Google+ Account ”). The foregoing Google+ account information represents the only

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Google+ accounts and account names owned or used by the parties. Therefore, ownership of the Google+ account assets relevant to the Distribution have already been allocated to the respective parties. The parties agree that, following the Distribution, there is (a) no current practical business need for Manitowoc ParentCo to use or have access to the SpinCo Google+ Account and, similarly, (b) no current practical business need for SpinCo to use or have access to the Manitowoc ParentCo Google+ Account.

ARTICLE 6

COPYRIGHTS

Section 6.1 Copyrights . Because neither Manitowoc ParentCo nor SpinCo own any registered copyrights, there is no assignment or distribution of registered copyright rights necessary as part of the Distribution. The parties also agree that there is no current practical business need for Manitowoc ParentCo to copy or use any of the SpinCo Works and similarly no current practical business need for SpinCo Group to copy or use any of the Manitowoc ParentCo Works.

Section 6.2 Assignment by SpinCo Group . To the extent that SpinCo Group owns or has any right or interest in any Manitowoc ParentCo Work, SpinCo Group hereby assigns to Manitowoc ParentCo any and all rights it possesses in the Manitowoc ParentCo Work(s). SpinCo Group agrees to execute and cause its employees and agents to execute any and all documents reasonably necessary to implement the terms of this Section.

Section 6.3 Assignment by Manitowoc ParentCo . To the extent that Manitowoc ParentCo owns or has any right or interest in any SpinCo Work, Manitowoc ParentCo hereby assigns to SpinCo, any and all rights it possesses in the SpinCo Work(s). Manitowoc ParentCo agrees to execute and cause its employees and agents to execute any and all documents reasonably necessary to implement the terms of this Section.

Section 6.4 Cross Licensing . If after the Effective Date of this IP Agreement, either party reasonably determines it has a business need to copy, use or distribute the Works of the other party, then the parties will cooperate with one another to put in place a commercially reasonable royalty-free, perpetual license agreement permitting such use of the Work within the fields of use of the applicable party.

ARTICLE 7

MISCELLANEOUS

Section 7.1 Governing Law . The internal laws of the State of Wisconsin (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this IP Agreement and each of the exhibits and schedules hereto (whether arising in contract, tort, equity or otherwise).

Section 7.2 Jurisdiction . If any Dispute (as defined in the Separation Agreement) arises out of or in connection with this IP Agreement, except as expressly contemplated by another provision of this IP Agreement, the parties irrevocably (a) consent and submit to the co-exclusive jurisdiction of federal and state courts located in Wisconsin and in Florida, (b) waive any objection to that choice of forum in Wisconsin or in Florida based on venue or to the effect that the forum is not convenient, and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

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Section 7.3 Dispute Resolution . Each party stipulates that, if any Dispute (as defined in the Separation Agreement) arises out of or in connection with this IP Agreement, such dispute or disagreement shall be resolved in accordance with Section 7.3 of the Separation Agreement, the terms of which are incorporated by reference herein.

Section 7.4 Notices . Each party giving any notice required or permitted under this IP Agreement will give the notice in writing and use one of the following methods of delivery to the party to be notified, at the address set forth below or another address of which the sending party has been notified in accordance with this Section 7.4 as follows: (i) personal delivery; (ii) facsimile or telecopy transmission with a reasonable method of confirming transmission; (iii) commercial overnight courier with a reasonable method of confirming delivery; or (iv) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a party is effective for purposes of this IP Agreement only if given as provided in this Section 7.4 and will be deemed given on the date that the intended addressee actually receives the notice.

(a) If to Manitowoc ParentCo:

The Manitowoc Company, Inc.

2400 South 44th Street

Manitowoc, Wisconsin 54220

United States of America

Attention: General Counsel

Facsimile: (920) 652-9777

(b) If to SpinCo:

Manitowoc Foodservice, Inc.

2227 Welbilt Boulevard

New Port Richey, Florida 34655

United States of America

Attention: General Counsel

Facsimile: (727) 569-1271

Section 7.5 Binding Effect and Assignment . This IP Agreement shall bind and benefit the parties and their respective successors and assigns. No party may assign any of its rights or delegate any of its obligations under this IP Agreement without the written consent of the other party which consent may be withheld in such other party’s sole and absolute discretion, and any assignment or attempted assignment in violation of the foregoing will be null and void.

Section 7.6 Severability . If any provision of this IP Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this IP Agreement will remain in full force, if the essential terms and conditions of this IP Agreement for each party remain valid, binding and enforceable.

Section 7.7 Entire Agreement . This IP Agreement, together with the Separation Agreement and each of the exhibits and schedules appended hereto and thereto, constitutes the final agreement between the parties, and is the complete and exclusive statement of the parties’ agreement on the matters contained herein and therein. All prior and contemporaneous negotiations and agreements among the parties with respect to the matters contained herein and therein are superseded

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by this IP Agreement and the Separation Agreement, as applicable. In the event of any conflict between (a) any provision in this Separation Agreement, on the one hand, and (b) any subject matter specific provision in this IP Agreement, on the other hand, the subject matter specific provisions in the IP Agreement will control over the provisions in the Separation Agreement, as applicable.

Section 7.8 Counterparts . The parties may execute this IP 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. 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.

Section 7.9 Amendment . The parties may amend this IP Agreement only by a written agreement signed by each party to be bound by the amendment and that identifies itself as an amendment to this IP Agreement.

Section 7.10 Waiver . The parties may waive a provision of this IP Agreement only by a writing signed by the party intended to be bound by the waiver. A party is not prevented from enforcing any right, remedy or condition in the party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a party’s rights and remedies in this IP Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 7.11 Authority . Each party represents to the other party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this IP Agreement, (b) the execution, delivery and performance of this IP Agreement have been duly authorized by all necessary corporate or other action, (c) this IP Agreement has duly and validly executed and delivered, and (d) this IP 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.

Section 7.12 Construction of Agreement .

(a) Where this IP Agreement states that a party “will” or “shall” perform in some manner or otherwise act or omit to act, it means that the party is legally obligated to do so in accordance with this IP Agreement, as applicable.

(b) The captions, titles and headings included in this IP Agreement are for convenience only, and do not affect this IP Agreement’s construction or interpretation. When a reference is made in this IP Agreement to an Article or a Section, exhibit or schedule, such reference will be to an Article or Section of, or an exhibit or schedule to, this IP Agreement unless otherwise indicated.

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(c) The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance.

(d) Any reference in this IP Agreement to the singular includes the plural where appropriate. Any reference in this IP Agreement to the masculine, feminine or neuter gender includes the other genders where appropriate.

(e) This IP Agreement is not to be construed for or against any party based on which party drafted any of the provisions of this IP Agreement. The language used in this IP Agreement is the language chosen by the parties to express their mutual intent, and no provision of this IP Agreement will be interpreted for or against any party because that party or its attorney drafted the provision.

(f) This IP Agreement is for the sole benefit of the parties hereto and, does not, and is not intended to, confer any rights or remedies in favor of any person other than the parties signing this IP Agreement.

Section 7.13 Termination . This IP Agreement may be terminated at any time prior to the Distribution by and in the sole discretion of the Manitowoc ParentCo Board of Directors without the approval of any person or entity, including SpinCo, in which case no party will have any liability of any kind to any other party by reason of this IP Agreement. After the Distribution, this IP Agreement may not be terminated except by an agreement in writing signed by each of the parties to this IP Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, each party has caused this Intellectual Property Matters Agreement to be executed on its behalf by a duly authorized officer effective as of the date first set forth above.

[Signature page to IP Matters Agreement]

Exhibit 10.5

Execution Version

JOINDER AGREEMENT TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

March 3, 2016

WHEREAS, reference is hereby made to (i) the Exchange and Registration Rights Agreement, dated as of February 18, 2016 (the “ Registration Rights Agreement ”), by and between MTW Foodservice Escrow Corp. (“ Escrow Issuer ”) and Goldman, Sachs & Co., on behalf of itself and as representative of the other Initial Purchasers and (ii) the Purchase Agreement, dated as of February 5, 2016 (the “ Purchase Agreement ”), by and among the Escrow Issuer, Manitowoc Foodservice, Inc. (the “ Company ”), the guarantors party thereto and Goldman, Sachs & Co., on behalf of itself and as representative of the other Initial Purchasers;

WHEREAS, the Purchase Agreement contemplates that immediately prior to the Escrow Release on the Escrow Release Date, (i) the Escrow Issuer will merge with and into the Company, with the Company continuing as the surviving corporation in the merger and assuming all obligations of the Escrow Issuer under the Purchase Agreement and the Registration Rights Agreement, (ii) the Company will agree to join the Registration Rights Agreement as the Issuer pursuant to this agreement (this “ Joinder Agreement ”) and (iii) each subsidiary of the Company that is a signatory hereto (each, a “ Guarantor ”) will agree to join the Registration Rights Agreement as a Guarantor pursuant to this Joinder Agreement; and

WHEREAS, this Joinder Agreement is being executed on the Escrow Release Date by the Company and each of the Guarantors (each a “ Joinder Party ” and collectively, the “ Joinder Parties ”) in order for such party to become party to the Registration Rights Agreement.

Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.

NOW, THEREFORE, in consideration of the foregoing, each Joinder Party agrees for the benefit of the Initial Purchasers as follows:

1. Joinder . Each Joinder Party hereby agrees to (i) join and become a party to the Registration Rights Agreement as indicated by its signature below, (ii) be bound by all covenants, agreements, representations, warranties and acknowledgments attributable to such Joinder Party under the Registration Rights Agreement, as if such Joinder Party was a party thereto as of the date of the Registration Rights Agreement and (iii) perform all obligations and duties as are required of it (including those obligations and duties of an indemnifying party) pursuant to the Registration Rights Agreement.

2. Representations and Warranties of each Joinder Party . Each Joinder Party hereby acknowledges that it has received a copy of the Registration Rights Agreement. Each Joinder Party, jointly and severally, hereby represents, warrants and covenants to each Initial Purchaser that it has all the requisite corporate, limited partnership or limited liability company power and authority to execute, deliver and perform its obligations under this Joinder Agreement and the consummation of the transaction contemplated hereby. Each Joinder Party hereby represents and warrants that the representations and warranties set forth in the Registration Rights Agreement applicable to such party are true and correct on and as of the date hereof. This Joinder Agreement has been duly authorized, executed and delivered by each Joinder Party.

3. Governing Law . This Joinder Agreement, and any claim, controversy or dispute arising under or related to this Joinder Agreement, shall be governed by and construed in accordance with the laws of the State of New York.

4. Counterparts . This agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Joinder Agreement by facsimile, email or other electronic transmission ( e.g ., “pdf”) shall be effective as delivery of a manually executed counterpart of this Joinder Agreement.

5. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

6. Headings . The headings in this Joinder Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have executed this Joinder Agreement as of the date first written above.

[Joinder to Registration Rights Agreement]

Exhibit 10.6

EXECUTION VERSION

$1,200,000,000

CREDIT AGREEMENT

dated as of March 3, 2016

among

MANITOWOC FOODSERVICE, INC.

The Subsidiary Borrowers Party Hereto

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

GOLDMAN SACHS BANK USA,

as Syndication Agent

HSBC BANK USA, N.A.,

CITIBANK, N.A. and

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

as Co-Documentation Agents

JPMORGAN CHASE BANK, N.A.,

GOLDMAN SACHS BANK USA,

HSBC SECURITIES (USA) INC. and

CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

i

ii

iii

SCHEDULES :

EXHIBITS :

iv

CREDIT AGREEMENT dated as of March 3, 2016, among MANITOWOC FOODSERVICE, INC., the SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

The parties hereto agree as follows:

R E C I T A L S

WHEREAS, the Borrowers have requested that the Lenders provide (i) Revolving Commitments hereunder in an initial aggregate principal amount of $225,000,000 (the “ Revolving Facility ”) and (ii) Term B Commitments hereunder in an initial aggregate principal amount of $975,000,000 (the “ Term B Facility ”); and

WHEREAS, the Borrowers, the Lenders and the Administrative Agent have agreed to enter into this Agreement in order to set forth the terms and conditions under which the Lenders will, from time to time, provide the Commitments and make loans and extend other financial accommodations thereunder to or for the benefit of the Borrowers.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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 whether such Loan is, or the Loans comprising such Borrowing are, bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Acquired Entity or Business ” means either (a) the assets constituting a business, division or product line of any Person not already a Subsidiary of the Borrower or (b) 100% of the Equity Interests of any such Person, which Person shall, as a result of such stock acquisition, become a Wholly-Owned Subsidiary of the Borrower (or shall be merged with and into the Borrower or a Subsidiary Guarantor, with the Borrower or such Subsidiary Guarantor being the surviving Person).

“ Additional Security Documents ” means security documents executed by a Credit Party pursuant to Section 2.20(a) , Section 5.10 or Section 5.13 .

“ Adjusted Benchmark Rate ” means, with respect to any Eurocurrency Borrowing (or, as applicable, for purposes of determining the Alternate Base Rate with respect to any ABR Borrowing) for any Interest Period, an interest rate per annum equal to (a) the Benchmark Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that, with respect to any Eurocurrency Borrowing denominated in a Foreign Currency, the Adjusted Benchmark Rate shall mean the Benchmark Rate.

“ Administrative Agent ” means, collectively, JPMorgan, in its capacity as administrative agent for the Lenders hereunder, and, solely with respect to Loans denominated in a Foreign Currency, J. P. Morgan Europe Limited, in its capacity as administrative agent with respect to such Loans.

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

“ Advance ” means any Loan or any Letter of Credit.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power (a) to vote 10% or more of the securities having ordinary voting power for the election of directors (or equivalent governing body) of such Person or (b) to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; provided , however , that neither the Administrative Agent nor any Lender (nor any Affiliate thereof) shall be considered an Affiliate of the Borrower or any Subsidiary thereof.

“ Agreement ” means this Credit Agreement as the same may be amended, restated, amended and restated, modified or supplemented from time to time.

“ Agreement Currency ” has the meaning provided in Section 9.15(b) .

“ All-in Yield ” means for any Indebtedness the yield of such Indebtedness on any date of determination, whether in the form of interest rate, margin, commitment or ticking fees, original issue discount, upfront fees, index floors or otherwise, in each case payable generally to lenders; provided that original issue discount and upfront fees shall be equated to interest rate assuming a four-year life to maturity, and shall not include arrangement fees, structuring fees and other fees not paid to the applicable lenders generally.

“ 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 FRBNY Rate in effect on such day plus  ¹ ⁄ ₂ of 1% and (c) the Adjusted Benchmark Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, the Adjusted Benchmark Rate for any day shall be based on the Benchmark Rate for loans in Dollars at approximately 11:00 a.m. London time on such day, subject to any applicable interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the FRBNY Rate or the Adjusted Benchmark Rate shall be effective from and including the effective date of such change in the Prime Rate, the FRBNY Rate or the Adjusted Benchmark Rate, respectively.

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“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“ Applicable Borrower ” means, with respect to any Loan or other amount owing hereunder or any matter pertaining to such Loan or other amount, whichever of the Borrowers is the primary obligor on such Loan or other amount and, with respect to any Letter of Credit, whichever of the Borrowers is the account party with respect thereto.

“ Applicable Creditor ” has the meaning provided in Section 9.15(b) .

“ Applicable Lending Installation ” has the meaning provided in Section 2.02(e) .

“ Applicable Prepayment Percentage ” means (a) in the case of a prepayment required by Section 2.11(d) , a percentage equal to (i) 50% at any time when the Consolidated Total Leverage Ratio is greater than 4.50:1.00, (ii) 25% at any time when the Consolidated Total Leverage Ratio is less than or equal to 4.50:1.00 but greater than 4.00:1.00 and (iii) 0% at any other time and (b) in the case of any other Prepayment Event, 100%.

“ Applicable Rate ” means, for any day, (a) with respect to any ABR Loan or Eurocurrency Loan (other than the Term B Loan), or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth in Schedule 1.01 under the caption “ABR Spread”, “Eurocurrency Spread” or “Commitment Fee Rate”, as the case may be, based upon the Consolidated Total Leverage Ratio and (b) with respect to the Term B Loan, (i) 4.75% per annum with respect to Eurocurrency Loans and (ii) 3.75% per annum with respect to ABR Loans.

“ Applicable Revolver Percentage ” means, with respect to any Lender, the percentage of the total Revolving Commitments represented by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Revolver Percentages shall be determined based upon the Revolving Credit Exposure of the Lenders.

“ Approved Fund ” has the meaning provided in Section 9.04(b) .

“ Arrangers ” means JPMorgan, GSB, HSBC Securities (USA) Inc. and Citigroup Global Markets Inc., each in their capacity as joint lead arrangers of this credit facility.

“ Assignment and Assumption ” means an assignment and assumption 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.

“ Available Amount ” means, as of any date of determination, an amount not less than zero, determined on a cumulative basis equal to, without duplication:

(a) $25,000,000, plus

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(b) 50.0% of Consolidated Net Income for the period commencing on the Funding Date and ending on the applicable date of determination, plus

(c) the cumulative amount of net cash proceeds received by the Borrower (other than from a Restricted Subsidiary) from the sale of Equity Interests of the Borrower after the Funding Date and on or prior to the applicable date of determination (including upon exercise of warrants or options), minus

(d) Declined Proceeds, minus

(e) any amount of the Available Amount used to make Investments pursuant to Section 6.05(p) after the Funding Date and prior to the applicable date of determination, minus

(f) any amount of the Available Amount used to make Restricted Payments pursuant to Section 6.04(f) after the Funding Date and prior to the applicable date of determination, minus

(g) any amount of the Available Amount used to make payments in respect of Indebtedness pursuant to Section 6.08(b)(vi) after the Funding Date and prior to the date of determination.

“ Availability Period ” means with respect to Revolving Loans, the period from and including the Funding Date to but excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments.

“ Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a 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, 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, provided , further , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Benchmark Rate ” means, with respect to (a) any Eurocurrency Borrowing for any applicable currency (other than Canadian Dollars) and for any 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 the relevant 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 from time to time as selected by the Administrative Agent in its reasonable discretion) (in each case, the “ LIBO Screen Rate ”)) at

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approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period (or on the date of utilization for Loans denominated in Pounds Sterling), (b) any Eurocurrency Borrowing denominated in Canadian Dollars (other than with respect to any Swingline Foreign Currency Loan denominated in Canadian Dollars) and for any applicable Interest Period, the CDOR Rate and (c) with respect to any Swingline Foreign Currency Loan denominated in Canadian Dollars, the CABROVE Rate; provided that if the LIBO Screen Rate or the CDOR Rate, as applicable, shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided further that if the LIBO Screen Rate or the CDOR Rate, as applicable, shall not be available at such time for such Interest Period (an “ Impacted Interest Period ”) with respect to the applicable currency then the Benchmark Rate shall be the Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Notwithstanding the foregoing, in no event shall the Benchmark Rate with respect to the Term B Loan at any time be less than 1.00% per annum.

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

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

“ Borrowing Request ” means a request by the Borrower for a Borrowing in accordance with Section 2.03 .

“ 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 (a) if such Eurocurrency Loan is denominated in Dollars, any day on which banks are not open for dealings in Dollar deposits in the London interbank market and (b) if such Eurocurrency Loan is denominated in a Foreign Currency, any day on which commercial banks and the London foreign exchange market do not settle payments in the principal financial center where such Foreign Currency is cleared and settled as reasonably determined by the Administrative Agent and (c) if such Eurocurrency Loan is denominated in Euros, which is not a Target Day.

“ CABROVE Rate ” means The Bank of Canada Overnight Lending Rate which is available on or about 10:15 am Toronto time.

“ CAM ” means the mechanism for the allocation and exchange of interests in the Loans and collections thereunder established under Article X .

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“ CAM Exchange ” means the exchange of the Lenders’ interests provided for in Section 10.1 .

“ CAM Exchange Date ” means the first date after the Funding Date on which there shall occur any event described in paragraph (h) or (i)  of Article VII with respect to any of the Borrowers.

“ CAM Percentage ” means, as to each Lender, a fraction, of which (a) the numerator shall be the aggregate Designated Obligations owed to such Lender immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Designated Obligations owed to all the Lenders immediately prior to the CAM Exchange Date. For purposes of computing each Lender’s CAM Percentage, (a) all Designated Obligations which shall be denominated in a Foreign Currency shall be translated into Dollars at the Exchange Rate in effect on the CAM Exchange Date and (b) each Lender shall be deemed to hold its Applicable Revolver Percentage of all outstanding Swingline Loans, Revolving Foreign Currency Loans and LC Disbursements.

“ Canadian Dollar ” means the lawful currency of Canada.

“ Capital Expenditures ” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries prepared in accordance with GAAP, but in no event shall Capital Expenditures include operating leases.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the recorded capitalized amount thereof determined in accordance with GAAP.

“ Cash Equivalents ” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

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(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c)  above; and

(e) money market funds that comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and are rated AAA by S&P and Aaa by Moody’s.

“ CDOR Rate ” means, with respect to any Eurocurrency Borrowing in Canadian Dollars and for any applicable Interest Period, the average rate for bankers acceptances as administered by the Investment Industry Regulatory Organization of Canada (or any other Person that takes over the administration of that rate) with a tenor equal to the relevant period displayed on CDOR01 page of the Reuters Monitor Service (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen or service that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion) at or about 10:15 a.m. (Toronto, Ontario time) on the Quotation Day for such Interest Period.

“ Change in Control ” means an event or a series of events by which:

(a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the Funding Date) of Interests representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower,

(b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated,

(c) the acquisition of direct or indirect Control of the Borrower by any Person or group, or

(d) a “Change of Control” (or similar term) as defined in the Senior Note Documents.

“ Change in Law ” means the occurrence, after the Escrow 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 of any law, rule, regulation or treaty after the date of this Agreement, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b) , by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement, provided however , that notwithstanding anything herein to the contrary, (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

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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 a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

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

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

“ Collateral ” means all property with respect to which any security interests have been granted (or purported to be granted) pursuant to any Security Document, including, without limitation, all US Pledge Agreement Collateral, all US Security Agreement Collateral, all UK Security Agreement Collateral and all cash and Cash Equivalents delivered as collateral pursuant to Section 2.05(j) .

“ Collateral Agent ” means the Administrative Agent acting as collateral agent for the Secured Creditors pursuant to the Security Documents, including as collateral agent under the US Security Agreement and the US Pledge Agreement, as UK Security Trustee under the UK Security Agreement and in a similar capacity under other Security Documents.

“ Commitment ” means either a Revolving Commitment or a Term B Commitment.

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

“ Consolidated Capital Expenditures ” means, for any Person, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all Capital Lease Obligations but excluding any capitalized interest with respect thereto) by such Person and its subsidiaries during that period that, in conformity with GAAP, are or are required to be included in the property, plant or equipment reflected in the consolidated balance sheet of such Person.

“ Consolidated Current Assets ” means, with respect to any Person as at any date of determination, the total assets of such Person and its consolidated subsidiaries which should properly be classified as current assets on a consolidated balance sheet of such Person and its consolidated subsidiaries in accordance with GAAP.

“ Consolidated Current Liabilities ” means, with respect to any Person as at any date of determination, the total liabilities of such Person and its consolidated subsidiaries which should properly be classified as current liabilities (other than the current portion of any Loans) on a consolidated balance sheet of such Person and its consolidated subsidiaries in accordance with GAAP.

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“ Consolidated Domestic Net Assets ” means, at any time, the amount, without duplication, of the net book value of the consolidated assets of the Borrower and its Restricted Subsidiaries that are Domestic Subsidiaries.

“ Consolidated EBIT ” means, for any period, Consolidated Net Income from continuing operations for such period before deducting therefrom Consolidated Interest Expense for such period (to the extent deducted in arriving at Consolidated Net Income for such period) and provision for taxes based on income (including foreign withholding taxes imposed on interest or dividend payments and state single business, unitary or similar taxes imposed on net income) that were included in arriving at Consolidated Net Income for such period and without giving effect, without duplication, to (a) any extraordinary gains, extraordinary losses or other extraordinary non-cash charges or benefits, (b) any gains or charges arising out of prepayments of the Senior Notes, (c) any gains or losses from sales of assets other than from sales of inventory in the ordinary course of business, (d) fees, expenses and charges incurred or recorded in connection with the Transactions, (e) non-recurring cash charges permitted by this Agreement in connection with any restructuring, recapitalization, Investment, Permitted Acquisition or incurrence of Indebtedness (other than in connection with the Transactions); provided that the cash portion of such charges added back pursuant to this clause (e) shall not exceed $15,000,000 during any period of twelve consecutive months, (f) the implied interest component of any Permitted Securitization, (g) any non-cash charges attributable to the expensing of the grant of stock, stock options or other equity-based awards, (h) any non-cash charges attributable to asset impairments, write-offs and write-downs associated with any restructuring or the sale or discontinuance of assets, products, or business lines (other than those representing the accrual or reserve for a future cash expense), (i) any non-cash charges attributable to long-term incentive plan changes and employee benefit and pension plan changes, (j) restructuring and severance adjustments incurred or recorded during the period from January 1, 2016 through March 31, 2016 in an aggregate amount not to exceed $20,000,000, (k) any net Cost Savings incurred or recorded after the Funding Date (but not to exceed $15,000,000 in the aggregate for the period from the Funding Date through the first anniversary thereof) and projected by the Borrower to result from actions taken during such period that (i) are reasonably expected to be realized within twelve (12) months of the applicable action as set forth in reasonable detail on a certificate of a Senior Officer delivered to the Administrative Agent, (ii) are calculated on a basis consistent with GAAP and are, in each case, reasonably identifiable, factually supportable, and expected to have a continuing impact on the operations of the Borrower and its Restricted Subsidiaries and (iii) are either (x) permitted as an adjustment pursuant to Article 11 of Regulation S-X under the Securities Act or (y) represent, when aggregated with any amounts added back pursuant to clause (e)  above, less than 10.0% of Consolidated EBITDA for such period (determined (1) prior to giving effect to any adjustment pursuant to clauses (e)  or (k)  above and (2) net of the amount of actual benefits realized from such actions during such period from such actions) and (l) non-recurring non-cash charges or expenses (less, even if it results in a negative number, non-cash gains or income) deducted (or included) in the determination of Consolidated Net Income for the relevant period and for which no cash outlay (or cash receipt) is foreseeable prior to the Term B Maturity Date or, if later, the final scheduled installment in respect of the Term B Loans; provided that, with respect to clause (l) , if notwithstanding such foreseeability any such amount is paid in cash in a subsequent period, such amount shall be deducted from Consolidated Net Income to arrive at Consolidated EBIT in such subsequent period; provided that Consolidated EBIT shall be calculated so as to exclude the effect of any gain or loss that represents after-tax gains or losses attributable to any sale, transfer or other disposition of assets by the Borrower or any Restricted Subsidiary, other than dispositions in the ordinary course of business.

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“ Consolidated EBITDA ” means, for any period, Consolidated EBIT for such period, adjusted by adding thereto the amount of all amortization and depreciation that was deducted in arriving at Consolidated Net Income for such period; it being understood that in determining the Consolidated Senior Secured Leverage Ratio and the Consolidated Total Leverage Ratio only, Consolidated EBITDA for any period shall be calculated on a Pro Forma Basis to give effect to (i) any Acquired Entity or Business acquired during such period pursuant to a Permitted Acquisition and not subsequently sold or otherwise disposed of by the Borrower or any of its Restricted Subsidiaries during such period and (ii) any Restricted Subsidiary or business disposed of during such period by the Borrower or any of its Restricted Subsidiaries.

Notwithstanding anything herein to the contrary, Consolidated EBITDA shall be deemed to be $38,100,000 for the fiscal quarter ended on March 31, 2015, $68,600,000 for the fiscal quarter ended on June 30, 2015, $75,600,000 for the fiscal quarter ended on September 30, 2015 and $75,700,000 for the fiscal quarter ended on December 31, 2015.

“ Consolidated Indebtedness ” means, at any time, an amount equal to (a) the sum of (without duplication) (i) the aggregate stated balance sheet amount of all Indebtedness of the Borrower and its Restricted Subsidiaries as would be required to be reflected on the liability side of a balance sheet of such Person at such time in accordance with GAAP as determined on a consolidated basis, (ii) all Indebtedness of the Borrower and its Restricted Subsidiaries of the type described in clauses (b)  and (g)  of the definition of Indebtedness contained herein, (iii) the aggregate amount of all Receivables Indebtedness of the Borrower and its Restricted Subsidiaries or any SPC outstanding at such time and (iv) all Guarantees by the Borrower and its Restricted Subsidiaries in respect of Indebtedness of any third Person of the type referred to in preceding clauses (i) , (ii)  and (iii)  of this definition (including, without limitation, all Indebtedness of the Borrower and its Restricted Subsidiaries described in Section 6.01(m) ), minus (b) the Offsetting Cash Amount.

“ Consolidated Interest Coverage Ratio ” means, (i) as of the last day of the fiscal quarter ended March 31, 2016, the ratio of (A) Consolidated EBITDA for such fiscal quarter to (B) Consolidated Interest Expense for such fiscal quarter, (ii) as of the last day of the period of two consecutive fiscal quarters ended June 30, 2016 to (B) Consolidated Interest Expense for such period, (iii) as of the last day of the three fiscal quarter period ended September 30, 2016, the ratio of (A) Consolidated EBITDA for such period of three consecutive fiscal quarters to (B) Consolidated Interest Expense for such period and (iv) as of the last day of any period of four consecutive fiscal quarters ending on or after December 31, 2016, the ratio of (A) Consolidated EBITDA for the period of four consecutive fiscal quarters then ended, to (B) Consolidated Interest Expense for such period.

“ Consolidated Interest Expense ” means, for any period, the total consolidated cash interest expense of the Borrower and its Restricted Subsidiaries for such period (calculated without regard to any limitations on the payment thereof, but net of any interest income of the Borrower and its Restricted Subsidiaries for such period) plus, without duplication, that portion of Capital Lease Obligations of the Borrower and its Restricted Subsidiaries representing the

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interest factor for such period; provided that “Consolidated Interest Expense” shall be deemed to include any discount and/or interest component in respect of any sale of accounts receivable or related rights by the Borrower or a Restricted Subsidiary regardless of whether such discount or interest would constitute interest under GAAP, in each case, on a consolidated basis.

“ Consolidated Net Income ” means, for any period, the net income (or loss) from continuing operations of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis (after any deduction for minority interests), provided that in determining Consolidated Net Income, (a) the net income of any other Person (other than the Borrower) which is not a Restricted Subsidiary of the Borrower or is accounted for by the Borrower by the equity method of accounting shall be included only to the extent of the payment of cash dividends or cash distributions by such other Person to the Borrower or a Restricted Subsidiary thereof during such period, (b) the net income of any Restricted Subsidiary of the Borrower shall be excluded to the extent that the declaration or payment of cash dividends or similar cash distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted by operation of its charter or any agreement, instrument or law applicable to such Restricted Subsidiary and (c) for any period, any interest income of the Borrower and its Restricted Subsidiaries for such period shall be excluded.

“ Consolidated Senior Indebtedness ” means, at any time, the amount of all Consolidated Indebtedness at such time, less the aggregate principal amount of all such Indebtedness outstanding at such time which is subordinated to the Obligations on customary market subordination terms reasonably satisfactory to the Administrative Agent.

“ Consolidated Senior Secured Indebtedness ” means, at any time, the amount of all Consolidated Senior Indebtedness at such time, less the aggregate principal amount of all such Indebtedness outstanding at such time which is not secured (with Indebtedness of the kind described in clause (j)  of Indebtedness being deemed secured).

“ Consolidated Senior Secured Leverage Ratio ” means, at any time, the ratio of (a) Consolidated Senior Secured Indebtedness at such time to (b) Consolidated EBITDA for the four fiscal quarters of the Borrower then most recently ended.

“ Consolidated Total Leverage Ratio ” means, at any time, the ratio of (a) Consolidated Indebtedness at such time to (b) Consolidated EBITDA for the four fiscal quarters of the Borrower then most recently ended.

“ Consolidated Total Net Assets ” means, at any time, the amount, without duplication, of the net book value of the consolidated assets of the Borrower and its Restricted Subsidiaries .

“ Contribution Notice ” means a contribution notice issued by the Pensions Regulator under Section 38 or Section 47 of the Pensions Act 2004 of (U.K.).

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

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“ Cost Savings ” means cost savings in connection with cost saving initiatives, including, without limitation, consolidation initiatives and related severance costs, inventory optimization programs, closure or consolidation of facilities, reduction in force initiatives, product line terminations or discontinuations, and other similar customer related initiatives.

“ Credit Documents ” means this Agreement (including schedules and exhibits hereto) and, after the execution and delivery thereof pursuant to the terms of this Agreement, each promissory note, the Subsidiary Guaranty, the Parent Guaranty, each Security Document, the Escrow Agreement, any Incremental Term B Loan Amendment, any letter of credit applications and any agreements between the Borrower and the Issuing Bank regarding the Issuing Bank’s Letter of Credit Fronting Sublimit or the respective rights and obligations between the Borrower and the Issuing Bank in connection with the issuance of Letters of Credit.

“ Credit Party ” means the Borrower, each Subsidiary Guarantor and each Subsidiary Borrower.

“ Customer Financing ” means third party financing provided to customers of the Borrower or any of its Restricted Subsidiaries to finance such customers’ purchase of equipment and related products and services from the Borrower or a Restricted Subsidiary thereof.

“ Declined Proceeds ” has the meaning provided in Section 2.11(e) .

“ 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 two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or 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 Borrower or any Specified 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 Business Days after request by the Administrative Agent, the Issuing Bank or the Swingline Lender, 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 receipt by the Administrative Agent, the Issuing Bank or the Swingline Lender (as applicable) of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.

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“ Designated Obligations ” means all Obligations of the Credit Parties in respect of accrued and unpaid (a) principal of and interest on the Loans, (b) unreimbursed L/C Disbursements and interest thereon and (c) fees pursuant to Section 2.12 , whether or not the same shall at the time of any determination be due and payable under the terms of the Credit Documents.

“ Designation Letter ” means a letter in substantially the form of Exhibit B hereto.

“ 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 Agents ” means HSBC Bank USA, N.A., Citibank, N.A. and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, each in their capacity as co-documentation agents of this credit facility.

“ Dollars ” or “ $ ” means the lawful currency of the United States.

“ Dollar Equivalent ” means, on any date of determination (a) with respect to any amount in Dollars, such amount, and (b) with respect to any amount in any Foreign Currency, the equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.05 using the Exchange Rate with respect to such Foreign Currency at the time in effect under the provisions of such Section.

“ Domestic Credit Party ” means a Credit Party which is not a Foreign Subsidiary.

“ Domestic Subsidiary ” means, as to any Person, each Subsidiary of such Person that is incorporated under the laws of the United States, any State thereof or the District of Columbia.

“ 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.

“ Electronic System ” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“ EMU Legislation ” means the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states of the European Union.

“ Enodis Holdings ” means Enodis Holdings Limited, a corporation organized under the laws of the United Kingdom.

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“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived), (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Escrow Agreement ” means the escrow agreement among the Borrowers, JPMorgan, in its capacities as a prospective Lender and Administrative Agent hereunder and the

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escrow agent thereunder and the other prospective Lenders with Revolving Commitments listed on Schedule 2.01 as of the Funding Date, pursuant to which the executed signature pages to the Agreement shall be delivered into escrow.

“ Escrow Date ” means the effective date of the Escrow Agreement, which date is February 5, 2016.

“ Euro ” or “ € ” means the single lawful currency of the European Union as constituted by the treaty establishing the European Community being the Treaty of Rome, as amended from time to time and as referred to in the EMU Legislation.

“ Eurocurrency ” means when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans comprising such Borrowing are, bearing interest at a rate determined by reference to the Adjusted Benchmark Rate.

“ European Commission ” means the institution responsible for regulating competition in Europe.

“ Event of Default ” has the meaning provided in Article VII .

“ Excess Availability ” means, as of any time the same is to be determined, the amount (if any) by which (a) the aggregate Revolving Commitment as then in effect, exceeds (b) the aggregate Revolving Credit Exposure then outstanding.

“ Excess Cash Flow ” means, without duplication, for the Borrower and its Restricted Subsidiaries for any period for which such amount is being determined:

(a) Consolidated Net Income of the Borrower and its Restricted Subsidiaries adjusted to exclude any amount of gain that both (i) is included in Consolidated Net Income and (ii) results in Net Proceeds actually applied to the prepayment of the Loans pursuant to Section 2.11(c) , plus

(b) the amount of depreciation, amortization of intangibles, deferred taxes and other non-cash expenses (other than any deductions which (or should) represent the accrual of a reserve for the payment of cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period) which, pursuant to GAAP, were deducted in determining such Consolidated Net Income of the Borrower and its Restricted Subsidiaries, plus

(c) the amount by which working capital for such period decreased (i.e., the decrease in Consolidated Current Assets (excluding cash, Cash Equivalents and Foreign Cash Equivalents) of the Borrower and its Restricted Subsidiaries minus Consolidated Current Liabilities (excluding (i) changes in current liabilities for borrowed money and (ii) cash, Cash Equivalents or Foreign Cash Equivalents which are Net Proceeds required to be applied to the prepayment of the Loans pursuant to Section 2.11(c) ) of the Borrower and its Restricted Subsidiaries from the beginning to the end of such period), minus

(d) the amount by which working capital for such period increased (i.e., the increase in Consolidated Current Assets (excluding cash, Cash Equivalents and Foreign Cash

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Equivalents) of the Borrower and its Restricted Subsidiaries minus Consolidated Current Liabilities (excluding (i) changes in current liabilities for borrowed money and (ii) cash, Cash Equivalents or Foreign Cash Equivalents which are Net Proceeds required to be applied to the prepayment of the Loans pursuant to Section 2.11(c) ) of the Borrower and its Restricted Subsidiaries from the beginning to the end of such period), minus

(e) the amount of Consolidated Capital Expenditures of the Borrower and its Restricted Subsidiaries that are paid other than from the proceeds of Borrowings in such period, minus

(f) scheduled repayments of principal under the Term B Loans pursuant to Section 2.10 made during such period.

For purposes of the foregoing and without duplication, Consolidated Net Income will exclude (x) all losses on the sale of capital assets or losses which are out of the ordinary course of business and (y) all write-downs of capital assets.

“ Exchange Rate ” means on any day, for purposes of determining the Dollar Equivalent of any currency other than Dollars, the rate at which such currency may be exchanged into Dollars at the time of determination on such day on the Reuters Currency pages, if available, for such currency. In the event that such rate does not appear on any Reuters Currency pages, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrowers, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about such time as the Administrative Agent shall elect after determining that such rates shall be the basis for determining the Exchange Rate, on such date for the purchase of Dollars for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“ Exchange Rate Date ” means, if on such date any outstanding Loan (other than a Term B Loan) is (or any Loan that has been requested at such time would be) denominated in a currency other than Dollars, each of:

(a) the last Business Day of each calendar month,

(b) if an Event of Default has occurred and is continuing, any Business Day designated as an Exchange Rate Date by the Administrative Agent in its sole discretion, and

(c) each date (with such date to be reasonably determined by the Administrative Agent) that is on or about the date of (i) a Borrowing Request or an Interest Election Request with respect to any Revolving Borrowing or (ii) each request for the making, issuance, amendment, renewal or extension of any Letter of Credit or Swingline Loan.

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“ Excluded Swap Obligation ” means, with respect to any Subsidiary Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Subsidiary Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“ Excluded Taxes ” means, with respect to any payment made by any Credit Party under any Credit Document, any of the following Taxes imposed on or with respect to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Non U.S. Lender (other than an assignee pursuant to a request by the Borrower under Section 2.19(b) ), any U.S. Federal withholding Taxes resulting from any law in effect on the date such Non U.S. Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Non U.S. Lender’s failure to comply with Section 2.17(f) , except to the extent that such Non U.S. Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Taxes pursuant to Section 2.17(a) , and (c) any U.S. Federal withholding Taxes imposed under FATCA.

“ Existing Credit Agreement ” means the Third Amended and Restated Credit Agreement dated as of January 3, 2014, among Manitowoc, the subsidiary borrowers party thereto, the financial institutions party thereto as lenders and JPMorgan in its capacity as administrative agent thereunder, as the same has been amended or otherwise modified prior to the Funding Date.

“ Existing Letters of Credit ” means such letters of credit as may be outstanding under the Existing Credit Agreement on the Funding Date that are listed on Schedule 2.06 and are designated on such date as “Existing Letters of Credit” hereunder by the Borrower with the consent of the Administrative Agent and the issuer thereof.

“ External Subsidiary ” means a Wholly-Owned Subsidiary of the Borrower which is not a Credit Party.

“ 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 and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

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“ Federal Funds Effective Rate ” means, for any day, the rate calculated by the FRBNY based on such day’s federal funds transactions by depository institutions (as determined in such manner as the New York Fed shall set forth on its public website from time to time) and published on the next succeeding Business Day by the FRBNY as the federal funds effective rate.

“ FIN 46 Subsidiary ” means any variable interest entity which qualifies as a subsidiary of the Borrower only by virtue of being required by FASB Staff Position No. FIN 46(R)-6 – Determining the Variability to be Considered in Applying FASB Interpretation No. 46(R) or any related subsequent accounting standard to be consolidated with the Borrower for financial accounting purposes.

“ Financial Officer ” means the chief financial officer, vice president of finance, principal accounting officer, treasurer, assistant treasurer, or controller of the Borrower.

“ Financial Support Direction ” means a financial support direction issued by the Pensions Regulator under Section 43 of the Pensions Act 2004 (U.K.).

“ Foreign Cash Equivalents ” means certificates of deposit or bankers’ acceptances of any bank organized under the laws of Canada or any country that is a member of the European Economic Community, whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof, in each case with maturities of not more than six months from the date of acquisition.

“ Foreign Credit Party ” means a Credit Party which is a Foreign Subsidiary.

“ Foreign Currency ” means (a) with respect to any Revolving Loan, Canadian Dollars, Euros, Sterling, and any other currency acceptable to the Administrative Agent and each of the Revolving Lenders that is freely available, freely transferable and freely convertible into Dollars and in which dealings in deposits are carried on in the London interbank market, (b) with respect to any Letter of Credit, Canadian Dollars, Euros, Sterling, and any other acceptable to the Administrative Agent that is freely available, freely transferable and freely convertible into Dollars, and agreed to by the Issuing Bank issuing such Letter of Credit and (c) with respect to any Swingline Foreign Currency Loan, Canadian Dollars, Euros, Sterling, and any other currency acceptable to the Administrative Agent that is freely available, freely transferable and freely convertible into Dollars, and agreed to by the Swingline Lender.

“ Foreign Pension Plan ” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside the United States by the Borrower or any one or more of its Subsidiaries primarily for the benefit of employees of the Borrower or such Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination or severance of employment, and which plan is not subject to ERISA or the Code.

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“ Foreign Subsidiary ” means, as to any Person, each subsidiary of such Person which is not a Domestic Subsidiary. For the avoidance of doubt, MTW County Limited shall for all purposes hereof be considered a Foreign Subsidiary.

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

“ FRBNY 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; provided that if both such rates are not so published for any day that is a Business Day, the term “FRBNY Rate” means the rate quoted for such day for a federal funds transaction at 11:00 a.m. on such day received by the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided , further , that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Funding Date ” means the date on which the conditions precedent specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02 ) on which the Term B Loans are advanced and Revolving Loans may be advanced and/or Letters of Credit may be issued hereunder, which shall not be later than July 1, 2016.

“ Funding Date Dividend ” means the one-time dividend on the Funding Date made to Manitowoc in connection with the Separation, the proceeds of which shall be used immediately upon receipt solely to repay, in part, Indebtedness owing under the Existing Credit Agreement and certain senior notes previously issued by Manitowoc.

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ GSB ” means Goldman Sachs Bank USA.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any property constituting direct or indirect security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor or to advance or supply funds for the foregoing so as to enable the primary obligor to pay such Indebtedness or other obligation, (d) as an account party in respect of any letter of credit or letter of guarantee issued to support such Indebtedness or obligation or (e) otherwise to assure or hold

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harmless the owner of such Indebtedness or other obligation against loss in respect thereof; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business or any guarantee by the Borrowers or any Subsidiary Guarantor of the obligations of any Restricted Subsidiary in respect of intra-day overdrafts incurred by such Restricted Subsidiary in accordance with customary practices and in the ordinary course of business of such Restricted Subsidiary. The amount of any Guarantee made by any guarantor shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (b) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee, unless (in the case of a primary obligation that is not Indebtedness) such primary obligation and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guarantor’s maximum reasonably anticipated contingent liability in respect thereof as determined by the Borrower in good faith.

“ HMRC ” means Her Majesty’s Revenue and Customs.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ HMRC DT Treaty Passport scheme ” means the Board of H.M. Revenue and Customs Double Taxation Treaty Passport scheme.

“ Incremental Term B Loan ” means a Term B Loan made by a Lender to the Borrower pursuant to Sections 2.08(d) and (e) .

“ Incremental Term B Loan Amendment ” has the meaning assigned to it in Section 2.08(e) .

“ Ineligible Institution ” has the meaning assigned to it in Section 9.04(b) .

“ Impacted Interest Period ” has the meaning assigned to it in the definition of “Benchmark Rate.”

“ Indebtedness ” means, as to any Person, without duplication, (a) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services, (b) the maximum amount available to be drawn under all letters of credit, bankers’ acceptances and similar obligations issued for the account of such Person and all unpaid drawings in respect of such letters of credit, bankers’ acceptances and similar obligations, (c) all indebtedness of the types described in clause (a) , (b) , (d) , (e) , (f) , (g) , (h)  or (i)  of this definition secured by any Lien (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by any Lien) on any property owned by such Person, whether or not such indebtedness has been assumed by such Person ( provided that, if the Person has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall not be deemed to exceed an amount equal to the fair market value of the

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property to which such Lien relates as determined in good faith by such Person), (d) the aggregate amount of all Capital Lease Obligations of such Person, (e) all obligations of such Person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (f) all Guarantees by such Person, (g) all obligations under any Swap Agreement or under any similar type of agreement, (h) all indebtedness of such Person evidenced by bonds, debentures, notes or similar interests, (i) all indebtedness of such Person under conditional sale or other title retention agreements relating to property acquired by such Person and (j) all Receivables Indebtedness. Notwithstanding the foregoing, Indebtedness shall not include intra-day overdrafts or trade payables, deferred compensation obligations, customer advances and other accrued expenses incurred by any Person in accordance with customary practices and in the ordinary course of business of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such person is not liable therefor.

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (b) Other Taxes.

“ Information Memorandum ” means, collectively, the Confidential Information Memoranda relating to the Borrower and the Transactions to be prepared and distributed to prospective Lenders prior to the Escrow Date in connection with the syndication of the Loans.

“ Insolvency Regulation ” means the Council Regulation (EC) No.1346/2000 29 May 2000 on insolvency proceedings.

“ Intercompany Loan ” has the meaning provided in Section 6.05(i) .

“ Intercompany Note ” means each of the existing intercompany notes listed on Schedule 1.02 and each promissory note issued on or after the Funding Date, in the form of Exhibit C , evidencing Intercompany Loans.

“ Interest Election Request ” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.07 .

“ 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, (b) with respect to any Eurocurrency 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 (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“ Interest Period ” means (a) with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, with the consent of each

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Lender, twelve months) thereafter, as the Borrower may elect; and (b) as to any Swingline Foreign Currency Loan, the period commencing on the date of such Loan and ending on the day that is designated in the notice delivered pursuant to Section 2.04 with respect to such Swingline Foreign Currency Loan, which shall not be later than thirty days 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 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 that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Interpolated Rate ” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the applicable Screen Rate 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 applicable Screen Rate (for the longest period for which the applicable Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the applicable Screen Rate for the shortest period (for which such Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.

“ Investment ” has the meaning assigned to such term in Section 6.05 .

“ IRS ” means the United States Internal Revenue Service.

“ Issuing Bank ” means each of JPMorgan and HSBC Bank USA, N.A., and such additional Lenders as may be designated as such by the Borrower with the consent of the Administrative Agent and which agree to act in such capacity, each as the issuer of Letters of Credit hereunder, and their respective successors in such capacity as provided in Section 2.05(i) . The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. With respect to any Letter of Credit, “Issuing Bank” shall mean the issuer thereof and each reference herein to the “Issuing Bank” shall be deemed to be a reference to the relevant Issuing Bank.

“ JPMorgan ” means JPMorgan Chase Bank, N.A., a national banking association, and solely with respect to Loans denominated in a Foreign Currency, J.P. Morgan Europe Limited, relative to such Loans, and their respective successors.

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

“ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC

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Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Revolver Percentage of the total LC Exposure at such time.

“ 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 party hereto (a) pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption, (b) in connection with an increase of Commitments pursuant to and accordance with Section 2.08 and the other terms hereof. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“ Letter of Credit ” means any letter of credit (or any bank guarantee) issued pursuant to this Agreement, including the Existing Letters of Credit.

“ Letter of Credit Fronting Sublimit ” means, for each Issuing Bank, the amount set forth on Schedule 2.01 of this Agreement opposite its name thereon under the heading “Letter of Credit Fronting Sublimit” or if an Issuing Bank has entered into an Assignment and Assumption, the amount set forth for such Issuing Bank as its Letter of Credit Fronting Sublimit in the Register maintained by the Administrative Agent.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Limited Condition Transaction ” shall have the meaning assigned to such term in Section 1.06 .

“ Liquidity ” means the sum of (a) the aggregate stated balance sheet amount of cash, Cash Equivalents and Foreign Cash Equivalents of the Borrower and its Wholly-Owned Domestic Subsidiaries that are Restricted Subsidiaries (excluding any portion thereof which is subject to a Lien in favor of a Person other than the Collateral Agent or is otherwise restricted) plus (b) Excess Availability.

“ Loans ” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.

“ Local Time ” means (a) with respect to a Loan or Borrowing denominated in Dollars, New York City time and (b) with respect to a Loan or Borrowing denominated in any Foreign Currency, London time.

“ Manitowoc ” means The Manitowoc Company, Inc., a Wisconsin corporation.

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“ Margin Stock ” shall have the meaning provided in Regulation U.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, operations or financial condition, of the Borrower and its Restricted Subsidiaries taken as a whole, (b) the ability of the Borrower or of the Credit Parties taken as a whole to perform any of their repayment or other material obligations under the Credit Documents or (c) the rights or remedies of the Administrative Agent, the Collateral Agent or the Lenders under the Credit Documents.

“ Material Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $25,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting rights or netting agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Material Subsidiary ” means a Restricted Subsidiary of the Borrower (a) which has or acquires assets constituting more than the greater of (i) 1.00% of the consolidated assets of the Borrower and its consolidated subsidiaries and (ii) $20,000,000 or (b) which generated more than 5.00% of Consolidated Net Income over the four fiscal quarter period most recently ended prior to the time of computation; it being understood that in calculating Consolidated Net Income for the purposes of this definition, Consolidated Net Income shall be calculated on a Pro Forma Basis to give effect to (1) any Acquired Entity or Business acquired during or after such period pursuant to a Permitted Acquisition and not subsequently sold or otherwise disposed of by the Borrower or any of its Restricted Subsidiaries during or after such period and (2) any Restricted Subsidiary or business disposed of during or after such period by the Borrower or any of its Restricted Subsidiaries.

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

“ Mortgages ” means, individually and collectively, one or more mortgages, leasehold mortgages, deeds of trust, or deeds to secure debt, executed and delivered by a Borrower or Subsidiary Guarantor thereof in favor of the Collateral Agent, for the benefit of the Secured Creditors (including, without limitation, those delivered pursuant to Section 5.18 ), as the same may be amended, restated, amended and restated, modified or supplemented from time to time.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Proceeds ” means, with respect to any event, (a) the cash proceeds received in respect of such event, including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment or earn-out, but excluding any

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reasonable interest payments), but only as and when received, (ii) in the case of a casualty, cash insurance proceeds, and (iii) in the case of a condemnation or similar event, cash condemnation awards and similar payments received in connection therewith, minus (b) the sum of (i) all fees and expenses (including commissions and legal, accounting and other professional and transactional fees) paid by the Borrowers and the Restricted Subsidiaries to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), the amount of all payments that are permitted hereunder and are made by the Borrowers and the Restricted Subsidiaries as a result of such event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event, and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by the Borrowers and the Restricted Subsidiaries, and the amount of any reserves established by the Borrowers and the Restricted Subsidiaries to fund contingent liabilities reasonably estimated to be payable, that are directly attributable to such event (as determined reasonably and in good faith by their respective Financial Officers), provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by Borrower at such time of Net Proceeds in the amount of such reduction.

“ Non-U.S. Lender ” means (a) a Lender that is neither a Disregarded Entity nor a U.S. Person, and (b) a Lender that is a Disregarded Entity and that is treated for U.S. federal income Tax purposes as having as its sole member a Person that is not a U.S. Person.

“ Obligations ” means all liabilities and obligations, whether actual or contingent, of any Credit Party to the Administrative Agent, the Collateral Agent, the Issuing Bank, the Swingline Lender, any Lender or any indemnified party hereunder or under any other Credit Document, in each case arising under any Credit Document; provided , however , that the definition of “Obligations” shall not create any guarantee by any Subsidiary Guarantor of (or grant of security interest by any Subsidiary Guarantor to support, as applicable) any Excluded Swap Obligations of such Subsidiary Guarantor for purposes of determining any obligations of any Subsidiary Guarantor.

“ Offsetting Cash Amount ” means the aggregate stated balance sheet amount of cash, Cash Equivalents and Foreign Cash Equivalents of the Borrower, its Wholly-Owned Domestic Subsidiaries that are Restricted Subsidiaries and its Wholly-Owned Subsidiaries that are incorporated under the laws of the United Kingdom or Canada, in each case, that are Restricted Subsidiaries (and in each case excluding any portion thereof which is subject to a Lien in favor of a Person other than the Collateral Agent or is otherwise restricted), but shall not exceed $100,000,000; provided , however , in no event shall the Offsetting Cash Amount attributable to Wholly-Owned Subsidiaries that are incorporated under the laws of the United Kingdom or Canada, in each case, that are Restricted Subsidiaries exceed the aggregate outstanding principal amount of Borrowings by the UK Borrower.

“ OID ” shall have the meaning provided in Section 2.08(e) .

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction

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imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, or enforced, any Credit Document, or sold or assigned an interest in any Credit Document).

“ Other Taxes ” means any present or future stamp, court, documentary, intangible, recording, filing or similar excise or property Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 2.19(b) ).

“ 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 FRBNY as set forth on its public website from time to time) and published on the next succeeding Business Day by the FRBNY as an overnight bank funding rate (from and after such date as the New York Fed shall commence to publish such composite rate).

“ Parent Guaranty ” means that certain guaranty to be dated as of the Funding Date made by the Borrower in favor of the Secured Creditors, substantially in the form of Exhibit G hereto, as the same may be amended, restated, amended and restated, modified or supplemented from time to time.

“ Participant ” has the meaning provided in Section 9.04(c) .

“ Participant Register ” has the meaning provided in Section 9.04(c) .

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Perfection Certificate ” means a certificate in the form of Exhibit F or any other form approved by the Administrative Agent.

“ Pensions Regulator ” means the body corporate called the Pensions Regulator established under Part I of the Pensions Act 2004 (U.K.).

“ Permitted Acquisition ” means the acquisition by the Borrower or a Wholly-Owned Subsidiary thereof that is a Restricted Subsidiary of an Acquired Entity or Business (including by way of merger of such Acquired Entity or Business with and into the Borrower (so long as the Borrower is the surviving corporation) or a Wholly-Owned Subsidiary thereof that is a Restricted Subsidiary (so long as the survivor of such merger is a Wholly-Owned Subsidiary that is a Restricted Subsidiary)); provided that, in each case, (a) the consideration paid or to be paid by the Borrower or such Wholly-Owned Subsidiary consists solely of cash (including proceeds of Revolving Loans or Swingline Loans), the issuance or incurrence of Indebtedness otherwise permitted by Section 6.01 , the issuance of common stock of the Borrower or Qualified Preferred Stock of the Borrower in each case to the extent no Default or Event of Default exists

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pursuant to clause (m)  of Article VII or would result therefrom and the assumption/acquisition of any Indebtedness (calculated at face value) which is permitted to remain outstanding in accordance with the requirements of Section 6.01 , (b) in the case of the acquisition of 100% of the Equity Interests of any Person (including by way of merger), such Person shall own no Equity Interests of any other Person (excluding de minimis amounts) unless either (i) such Person owns 100% of the Equity Interests of such other Person or (ii) (x) such Person and its Wholly-Owned Subsidiaries own at least 80% of the consolidated assets of such other Person and its Subsidiaries and (y) any non-Wholly-Owned Subsidiary of such Person was a non-Wholly-Owned Subsidiary prior to the date of such Permitted Acquisition of such Person, (c) the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a business permitted by Section 6.03(b) and (d) all applicable requirements of Sections 6.03 and 6.05(m) applicable to Permitted Acquisitions are satisfied.

“ Permitted Liens ” has the meaning provided in Section 6.02 .

“ Permitted Securitization ” means any receivables financing program providing for the sale of accounts receivable and related rights by the Borrower or its Restricted Subsidiaries to an SPC for cash in transactions purporting to be sales (and treated as sales for GAAP purposes), which SPC shall finance the purchase of such assets by the sale, transfer, conveyance, lien or pledge of such assets to one or more limited purpose financing companies, special purpose entities and/or other financial institutions, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent.

“ Permitted Transactions ” means transactions entered into to facilitate corporate restructurings or lawful tax planning, in either event, otherwise permitted by this Agreement, which transactions are comprised of either (a) loans, capital contributions, or other transfers (in each case consisting exclusively of book entries, cash (by wire or otherwise) or intercompany obligations and not any other type of asset) by Credit Parties to External Subsidiaries but only if the amount of such transfers is returned to a Domestic Credit Party (if the initial Credit Party transferor was a Domestic Credit Party) or to any Credit Party (if the initial Credit Party transferor was a Foreign Credit Party) in the same form as made (i.e., a cash capital contribution shall be returned in cash) promptly, but in no event later than the Business Day next following the date of the initial transfer or (b) loans, capital contributions, or other transfers (in each case consisting exclusively of book entries, cash (by wire or otherwise) or intercompany obligations and not any other type of asset) by External Subsidiaries to Credit Parties but only if the amount of such transfers is returned to an External Subsidiary in the same form as made (i.e., a cash capital contribution shall be returned in cash) promptly, but in no event later than the Business Day next following the date of the initial transfer; provided , however , that (A) if any of the foregoing transactions shall involve transfers of funds from the Borrower or a Subsidiary to the Borrower or any other Subsidiary, such transfers shall be accomplished by (i) book entries on the accounts of the Borrower or such Subsidiary maintained with the Administrative Agent or (ii) wire transfers to accounts of the Borrower or such Subsidiary maintained with the Administrative Agent or its Affiliates; (B) such transactions shall not be detrimental to the interests of the Lenders and shall occur at a time when no Default shall have occurred and be continuing; and (C) the Borrower has given the Administrative Agent at least 10 days (or such lesser number of days as the Administrative Agent may agree) prior written notice of its intent to engage in or cause such transactions, accompanied by a reasonably detailed description of same.

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“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Platform ” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

“ Prepayment Event ” means:

(a) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction (other than such a transaction, the purpose of which is to finance the asset sold) and by way of merger or consolidation in which neither the Borrower nor any Restricted Subsidiary is the surviving entity) of any property or asset of any Borrower or any Restricted Subsidiary, other than (i) sales and/or rentals of inventory in the ordinary course of business, (ii) sales of Cash Equivalents and Foreign Cash Equivalents in the ordinary course of business, (iii) sales of accounts receivable to the extent permitted by Section 6.03(a)(vii) or (xiv) , (iv) dispositions to the Borrower or any Restricted Subsidiary and (v) dispositions resulting in aggregate Net Proceeds not exceeding $25,000,000 for all such transactions during any fiscal year of Borrower;

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of, any Borrower or any Restricted Subsidiary resulting in Net Proceeds equal to or greater than $10,000,000; or

(c) the incurrence by any Borrower or any Restricted Subsidiary of any Indebtedness for borrowed money, other than Indebtedness permitted under Section 6.01 .

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its office located at 270 Park Avenue, New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Pro Forma Basis ” means, in connection with any calculation of compliance with any financial covenant or financial term, the calculation thereof after giving effect on a pro forma basis to (a) the incurrence of any Indebtedness (other than revolving Indebtedness, except to the extent same is incurred to refinance other outstanding Indebtedness or to finance a Permitted Acquisition) after the first day of the relevant calculation period as if such Indebtedness had been incurred (and the proceeds thereof applied) on the first day of the relevant calculation period, (b) the permanent repayment of any Indebtedness (other than revolving Indebtedness) after the first day of the relevant calculation period as if such Indebtedness had been retired or redeemed on the first day of the relevant calculation period and (c) the Permitted Acquisition, if any, then being consummated as well as any other Permitted Acquisition consummated after the first day

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of the relevant calculation period and on or prior to the date of the respective Permitted Acquisition then being effected, as the case may be, with the following rules to apply in connection therewith:

(i) all Indebtedness (x) (other than revolving Indebtedness, except to the extent same is incurred to refinance other outstanding Indebtedness or to finance a Permitted Acquisition) incurred or issued after the first day of the relevant calculation period (whether incurred to finance a Permitted Acquisition, to refinance Indebtedness or otherwise) shall be deemed to have been incurred or issued (and the proceeds thereof applied) on the first day of the respective calculation period and remain outstanding through the date of determination and (y) (other than revolving Indebtedness) permanently retired or redeemed after the first day of the relevant calculation period shall be deemed to have been retired or redeemed on the first day of the respective calculation period and remain retired through the date of determination;

(ii) all Indebtedness assumed to be outstanding pursuant to preceding clause (i)  shall be deemed to have borne interest at (x) the rate applicable thereto, in the case of fixed rate indebtedness or (y) the rates which would have been applicable thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); and

(iii) in making any determination of Consolidated EBITDA, pro forma effect shall be given to any Permitted Acquisition consummated during the periods described above, with such Consolidated EBITDA to be determined as if such Permitted Acquisition was consummated on the first day of the relevant calculation period, taking into account factually supportable and identifiable cost savings and expenses or which would otherwise be permitted to be accounted for as an adjustment pursuant to Article 11 of Regulation S-X under the Securities Act, as if such cost savings or expenses were realized on the first day of the respective calculation period.

“ Public-Sider ” means a Lender whose representatives may trade in securities of the Borrower or its controlling person or any of its Subsidiaries while in possession of the financial statements provided by the Borrower under the terms of this Agreement.

“ Qualified Preferred Stock ” means any preferred stock of the Borrower so long as the terms of any such preferred stock (a) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision, (b) do not require the cash payment of dividends or distributions, (c) do not contain any covenants, (d) do not grant the holders thereof any voting rights except for (i) voting rights required to be granted to such holders under applicable law and (ii) limited customary voting rights on fundamental matters such as mergers, consolidations, sales of all or substantially all of the assets of the Borrower, or liquidations involving the Borrower and (e) are otherwise reasonably satisfactory to the Administrative Agent.

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“ Quotation Day ” means, with respect to any Eurocurrency Borrowing or Swingline Foreign Currency Borrowing and any Interest Period, the day on which it is market practice in the relevant interbank market for prime banks to give quotations for deposits in the currency of such Borrowing for delivery on the first day of such Interest Period. If such quotations would normally be given by prime banks on more than one day, the Quotation Day will be the last of such days.

“ Real Property ” of any Person means all the right, title and interest of such Person in and to land, improvements and fixtures.

“ Receivables Indebtedness ” means, at any time, the aggregate amount of outstanding obligations incurred by the Borrower and its Restricted Subsidiaries (including any SPC) in connection with a Permitted Securitization that would be characterized as principal if such Permitted Securitization in its entirety were structured as a secured lending transaction rather than a purchase (regardless, in either case, of whether any liability of the Borrower or any Restricted Subsidiary thereof in respect of related accounts receivable would be required to be reflected on a balance sheet of such Person in accordance with generally accepted accounting principles).

“ Recipient ” means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) the Issuing Bank.

“ Register ” has the meaning provided in Section 9.04(b)(iv) .

“ Regulation T ” means Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof.

“ Regulation U ” means Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof.

“ Regulation X ” means Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Release ” means the active or passive disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping, migrating or the like, into or upon any land or water or air, or otherwise entering into the environment.

“ Relevant Date ” has the meaning assigned to it in Section 2.17(s) .

“ Repricing Event ” means (i) any prepayment, repayment or replacement of the Term B Loans, in whole or in part, with the proceeds of indebtedness (or commitments in respect of Indebtedness) with an All-in Yield less than the All-in Yield applicable to such portion of the Term B Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with GAAP) and (ii) any amendment with respect to the Term B

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Loans which reduces the All-in Yield applicable to the Term B Loans, but in each case excluding any repayment, replacement or amendment occurring in connection with a Change of Control or an Acquisition or other Investment not permitted under this Agreement.

“ Required Lenders ” means, at any time, Lenders having Revolving Credit Exposures, unused Revolving Commitments, unused Term B Commitments and outstanding Term B Loans representing at least 50.1% of the sum of the total Revolving Credit Exposures, unused Revolving Commitments, unused Term B Commitments and outstanding Term B Loans 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, its 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 the Borrower, or any Affiliate of the Borrower shall be disregarded.

“ Required Revolving Lenders ” means, at any time, Lenders having Revolving Credit Exposures and unused Revolving Commitments representing at least 50.1% of the sum of the total Revolving Credit Exposures and Unused Revolving 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, its 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 Revolving Lenders needed for any waiver, amendment, modification or consent, any Lender that is the Borrower, or any Affiliate of the Borrower shall be disregarded.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower.

“ Restricted Subsidiary ” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“ Revolving Borrowing ” means a Borrowing comprised of Revolving Loans.

“ Revolving Commitment ” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit, 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 increased from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 . The

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initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01 , or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is $225,000,000.

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

“ Revolving Facility ” has the meaning provided in the Recitals hereto.

“ Revolving Lender ” means a Lender holding a Revolving Commitment.

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

“ Revolving Foreign Currency Loan ” means a Revolving Loan denominated in a Foreign Currency.

“ Revolving Maturity Date ” means the fifth anniversary of the Funding Date.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“ Sale-Leaseback Transaction ” means any sale or other transfer of any property or asset by any Person with the intent to lease such property or asset as lessee.

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

“ Sanctioned Person ” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the or by the United Nations Security Council, the European Union or any European Union member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a)  or (b) .

“ Sanctions ” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or Her Majesty’s Treasury of the United Kingdom.

“ Screen Rate ” means each of the LIBOR Screen Rate and the CDOR Rate.

“ Secured Creditors ” shall have the meaning assigned that term in the respective Security Documents.

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“ Security Documents ” means and includes each of the US Security Agreement, the US Pledge Agreement, the UK Security Agreement, the Mortgages, after the execution and delivery thereof, each Additional Security Document and each other document or instrument pursuant to which security is granted to the Collateral Agent for the benefit of any of the Secured Creditors pursuant hereto.

“ Senior Note Documents ” means the Senior Note Indenture and all other documents executed and delivered with respect to the Senior Notes or Senior Note Indenture, in each case, as in effect on the Funding Date and as the same may be amended, restated, amended and restated, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“ Senior Note Indenture ” means the Indenture, dated as of February 18, 2016, among the Borrower and the other parties thereto, as in effect on the Funding Date and as the same may be amended, restated, amended and restated, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“ Senior Notes ” means the Borrower’s 9.500% senior notes due 2024 issued pursuant to the Senior Note Indenture, as in effect on the Funding Date and as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“ Senior Officer ” means the chief executive officer, chief financial officer or treasurer of the Borrower.

“ Separation ” has the meaning provided in the definition of “Spin Transaction”.

“ Separation Obligations ” means indemnification obligations of the Borrower and/or its Restricted Subsidiaries in favor of Manitowoc and/or its subsidiaries in connection with the Spin Transaction.

“ SPC ” means a special purpose, bankruptcy-remote Person formed for the sole and exclusive purpose of engaging in activities in connection with the purchase, sale and financing of accounts receivable and related rights in connection with and pursuant to a Permitted Securitization.

“ Specified Indebtedness ” means the Senior Notes and any Indebtedness permitted by Section 6.01 (other than the Obligations and refinancings thereof) that is not secured on a first priority basis.

“ Specified Party ” means the Administrative Agent, the Issuing Bank, the Swingline Lender and each other Lender.

“ Spin Transaction ” the internal legal reorganization of Manitowoc separating its cranes and foodservice businesses into two independent, publicly-traded companies (the “ Separation ”) to consist of (i) the Borrower, which will be the spun-off entity that will own and operate Manitowoc’s foodservice business, and (ii) Manitowoc, which will own and operate the other business, it being understood and agreed that the spin-off transaction related to the

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foregoing shall be as described in the Form 10 filed by the Manitowoc with the United States Securities and Exchange Commission on September 1, 2015, as amended by Amendment 1 thereto filed October 6, 2015 and Amendment 2 thereto filed November 9, 2015 (as amended by the foregoing and pursuant to any other filings made by Manitowoc with the United States Securities and Exchange Commission prior to the Escrow Date to the extent such amendments are acceptable to the Administrative Agent), the “ Form 10 ”) and in accordance with the separation agreement described therein.

“ 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 (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted Benchmark Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Sterling ” or “ £ ” means the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” means any subsidiary of the Borrower other than a FIN 46 Subsidiary.

“ Subsidiary Borrower ” means UK Borrower and each Wholly-Owned Foreign Subsidiary (excluding any Unrestricted Subsidiary) designated as such by the Borrower pursuant to Section 2.20 .

“ Subsidiary Guarantor ” means each Subsidiary of the Borrower which is a party to the Subsidiary Guaranty.

“ Subsidiary Guaranty ” means the Subsidiary Guaranty to be dated as of the Funding Date made by the Subsidiaries party thereto in favor of the Secured Creditors,

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substantially in the form of Exhibit H hereto, as the same may be amended, restated, amended and restated, modified or supplemented from time to time. The Subsidiary Guarantors party to the Subsidiary Guaranty as of the Funding Date are so designated on Schedule 3.13 hereto.

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

“ Swap Obligation ” means, with respect to any Subsidiary Guarantor, 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.

“ Swingline Dollar Loan ” means a Swingline Loan denominated in Dollars.

“ Swingline Exposure ” means, at any time, the aggregate principal 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 Revolver 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 amount of all Swingline Loans made by such Lender as a Swingline Lender outstanding at such time (less the amount of participations funded by the other Lenders in such Swingline Loans).

“ Swingline Foreign Currency Loan ” means a Swingline Loan denominated in a Foreign Currency.

“ Swingline Lender ” means JPMorgan, in its capacity as lender of Swingline Loans hereunder.

“ Swingline Loan ” means a loan made pursuant to Section 2.04 .

“ Syndication Agent ” means GSB in its capacity as syndication agent of this credit facility.

“ TARGET ” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes interlinked national real time gross settlement systems and the European Central Bank’s payment mechanism and which began operations on 4 January 1999.

“ TARGET2 ” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on 19 November 2007.

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“ Target Day ” means:

(a) until such time as TARGET is permanently closed down and ceases operations any day on which both TARGET and TARGET2 are; and

(b) following such time as TARGET is permanently closed down and ceased operations, any day on which TARGET2 is, open for the settlement of payments in Euro.

“ Tax Sharing Agreements ” means all tax sharing, tax allocation and other similar agreements entered into by the Borrower or any of its Subsidiaries.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority (including any interest, penalties or additions to tax).

“ Term B Borrowing ” means a Borrowing comprised of Term B Loans or Incremental Term B Loans, as applicable.

“ Term B Commitment ” means, with respect to each Lender, the commitment of such Lender to make Term B Loans hereunder, expressed as an amount representing the maximum aggregate principal amount of such Lender’s Term B Loans. The amount of each Lender’s Term B Commitment is set forth on Schedule 2.01 or set forth in an Incremental Term B Loan Amendment, as applicable. The initial aggregate amount of the Lenders’ Term B Commitment is $975,000,000.

“ Term B Facility ” has the meaning provided in the Recitals hereto.

“ Term B Loan ” means, with respect to each Lender, such Lender’s pro-rata portion of the Term B Borrowings made by the Lenders pursuant to Sections 2.01(b) and 2.08(d) and, with respect to all Lenders, the aggregate of all such pro-rata portions.

“ Term B Maturity Date ” means the seventh anniversary of the Funding Date.

“ Termination Letter ” means a letter in substantially the form of Exhibit D hereto.

“ Total Revolving Credit Exposure ” means, 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.

“ Transaction Documents ” means the Credit Documents and the documents and agreements entered into in connection with the consummation of the Spin Transaction.

“ Transactions ” means the execution, delivery and performance by the Credit Parties of the Credit Documents, the borrowing of Loans, the use of the proceeds thereof, the issuance of Letters of Credit hereunder and the other transactions contemplated by the Credit Documents (including without limitation the granting of Liens to secure the Obligations), and the consummation of the Spin Transaction.

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“ 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 Benchmark Rate or the Alternate Base Rate.

“ UCC ” means the Uniform Commercial Code as from time to time in effect in the relevant jurisdiction.

“ UK Borrower ” means Enodis Holdings and any other Borrower (i) that is organized or formed under the laws of the United Kingdom or (ii) payments from which under this Agreement or any other Credit Document are subject to withholding Taxes imposed by the laws of the United Kingdom.

“ UK Security Agreement ” means the Security Agreement to be dated as of the Funding Date made by Manitowoc FSG UK Limited, Manitowoc Foodservice UK Holding Limited and the UK Borrower, in favor of the UK Security Trustee for the benefit of the Secured Creditors, substantially in the form of Exhibit I hereto, as the same may be amended, restated, amended and restated, modified or supplemented from time to time.

“ UK Security Agreement Collateral ” means all “Security Assets” as defined in the UK Security Agreement.

“ UK Security Trustee ” means the Administrative Agent acting as trustee pursuant to the UK Security Agreement.

“ United States ” means the United States of America.

“ Unrestricted Subsidiary ” means any Subsidiary of the Borrower designated by the Board of Directors of the Borrower as an Unrestricted Subsidiary pursuant to and in accordance with Section 5.17 subsequent to the Funding Date.

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

“ US Pledge Agreement ” means the Pledge Agreement to be dated as of the Funding Date made by certain of the Credit Parties in favor of the Collateral Agent for the benefit of the Secured Creditors, substantially in the form of Exhibit J hereto, as the same may be amended, restated, amended and restated, modified or supplemented from time to time.

“ US Pledge Agreement Collateral ” means all “Collateral” as defined in the US Pledge Agreement.

“ US Security Agreement ” means the Security Agreement to be dated as of the Funding Date made by the Credit Parties in favor of the Collateral Agent for the benefit of the Secured Creditors, substantially in the form of Exhibit K hereto, as the same may be amended, restated, amended and restated, modified or supplemented from time to time.

“ US Security Agreement Collateral ” means all “Collateral” as defined in the US Security Agreement.

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“ U.S. Tax Certificate ” has the meaning provided in Section 2.17(f)(ii)(D)(2) .

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness, at any date, the quotient obtained by dividing:

(i) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such payment, by

(ii) the sum of all such payments.

“ Wholly-Owned Domestic Subsidiary ” means each Domestic Subsidiary of the Borrower that is also a Wholly-Owned Subsidiary of the Borrower.

“ Wholly-Owned Foreign Subsidiary ” means each Foreign Subsidiary of the Borrower that is also a Wholly-Owned Subsidiary of the Borrower.

“ Wholly-Owned Subsidiary ” means, as to any Person, (a) any corporation 100% of whose Equity Interests is at the time owned by such Person and/or one or more Wholly-Owned Subsidiaries of such Person and (b) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a 100% equity interest at such time (other than, in the case of a Foreign Subsidiary with respect to preceding clauses (a) and (b) , director’s qualifying shares and/or other nominal amount of shares required to be held by Persons other than the Borrower and its Subsidiaries under applicable law).

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“ Withholding Agent ” means any Credit Party and the Administrative Agent.

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”. 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, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or

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modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) 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, (d) 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 (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Escrow Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein.

SECTION 1.05. Foreign Currency Calculations . (a) For purposes of determining the Dollar Equivalent of any Advance denominated in a Foreign Currency or any related amount, the Administrative Agent shall determine the Exchange Rate as of the applicable Exchange Rate Date with respect to each Foreign Currency in which any requested or outstanding Advance is denominated and shall apply such Exchange Rates to determine such amount (in each case after giving effect to any Advance to be made or repaid on or prior to the applicable date for such calculation).

(b) For purposes of any determination under Article VI or Article VII , all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at the currency exchange rates in effect on the date of such determination; provided that no Default shall arise as a result of any limitation set forth in Dollars in Section 6.01 or 6.02 being exceeded solely as a result of changes in currency exchange rates from those rates applicable at the time or times Indebtedness or Liens were initially consummated in reliance on the exceptions under such Sections. For purposes of any determination under Section 6.03 or 6.05 , the amount of each investment, asset disposition or other applicable transaction denominated in a currency other than Dollars shall be translated into Dollars at the currency exchange rate in effect on the date such investment, disposition or other transaction is consummated. Such currency exchange rates shall be determined in good faith by the Borrower.

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SECTION 1.06. Limited Condition Transactions . Notwithstanding anything to the contrary in this Agreement, to the extent that the terms of this Agreement require (a) compliance with any financial ratio or test and/or the amount of Consolidated EBITDA or Consolidated Total Net Assets or (b) the absence of a Default or Event of Default (or any type of default or event of default) in each case as a condition to the consummation of any transaction in connection with any Permitted Acquisition or similar Investment whose consummation is not conditioned on the availability of, or on obtaining, third party financing (including the assumption or incurrence of Indebtedness in connection therewith, including without limitation, Indebtedness incurred pursuant to Section 2.08(d) ) (any such action, a “ Limited Condition Transaction ”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower (a “ LCT Election ”), in the case of any Limited Condition Transaction, at the time of (or on the basis of the financial statements for the most recently ended fiscal quarter at the time of) either (x) the execution of the definitive agreement with respect to such Permitted Acquisition or Investment or (y) the consummation of such Permitted Acquisition or Investment (such applicable date, the “ LCT Test Date ”), in each case, after giving effect to the relevant Limited Condition Transaction on a Pro Forma Basis. If the Borrower has made a LCT Election for any Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test and/or the amount of Consolidated EBITDA or Consolidated Total Net Assets with respect to the incurrence of Indebtedness or Liens on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the amount of Consolidated EBITDA or Consolidated Total Net Assets shall be tested by calculating the availability under such financial ratio or test and/or the amount of Consolidated EBITDA or Consolidated Total Net Assets, as applicable, on a Pro Forma Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and the use of proceeds thereof).

SECTION 1.07. Redenomination of Certain Foreign Currencies . (a) Each obligation of any party to this Agreement to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the Escrow Date shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London Interbank Market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b) Without prejudice and in addition to any method of conversion or rounding prescribed by any EMU Legislation and (i) without limiting the liability of any Borrower for any amount due under this Agreement and (ii) without increasing any Commitment of any Lender, all references in this Agreement to minimum amounts (or integral multiples thereof) denominated in the national currency unit of any member state of the European Union

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that adopts the Euro as its lawful currency after the Escrow Date shall, immediately upon such adoption, be replaced by references to such minimum amounts (or integral multiples thereof) as shall be specified herein with respect to Borrowings denominated in Euros.

(c) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro or any other Foreign Currency.

ARTICLE II

The Credits

SECTION 2.01. Commitments . (a) Subject to the terms and conditions set forth herein, each Lender with a Revolving Commitment severally agrees to make revolving Loans denominated in Dollars and Foreign Currencies to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments, (iii) the Dollar Equivalent of the aggregate amount of all Revolving Loans, Letters of Credit and Swingline Loans denominated in a Foreign Currency exceeding $100,000,000 or (iv) the Dollar Equivalent of the aggregate amount of all Revolving Loans and Letters of Credit made to or issued for the account of Subsidiary Borrowers exceeding $100,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.

(b) Subject to the terms and conditions set forth herein, each Lender with a Term B Commitment agrees to make a Term B Loan denominated entirely in Dollars to the Borrower on the Funding Date in an aggregate principal amount that will not result in (i) such Lender’s Term B Loan exceeding such Lender’s Term B Commitment or (ii) the sum of the Term B Loans exceeding the total Term B Commitments. No amount of the Term B Loan which is repaid or prepaid by the Borrower may be reborrowed hereunder.

SECTION 2.02. Loans and Borrowings . (a) Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Revolving Commitments. Each Term B Loan shall be made as part of a Borrowing consisting of Term B Loans made by the Lenders ratably in accordance with their respective Term B 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.

(b) Subject to Section 2.14 , (i) each Borrowing denominated in Dollars shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith and (ii) each Revolving Borrowing denominated in a Foreign Currency shall be comprised entirely of Eurocurrency Loans. Each Swingline Dollar Loan shall be an ABR Loan and each Swingline Foreign Currency Loan shall bear interest at such rate agreed to

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between the Borrower and the Swingline Lender. Each Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan 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 $500,000 and not less than $1,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $250,000 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 total Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) . Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $500,000 (or in the case of a Swingline Loan denominated in Euros not less than $1,000,000). Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 8 Eurocurrency Revolving Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, (i) the Borrower may not select a Eurocurrency Borrowing for the Term B Borrowing on the Funding Date, and (ii) the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Term B Maturity Date or Revolving Maturity Date, as applicable.

(e) Notwithstanding any other provision of this Agreement, each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign office, branch or Affiliate of such Lender (an “ Applicable Lending Installation ”) to make such Loan that has been designated by such Lender to the Administrative Agent. All terms of this Agreement shall apply to any such Applicable Lending Installation of such Lender and the Loans and any Notes issued hereunder shall be deemed held by each Lender for the benefit of any such Applicable Lending Installation. Each Lender may, by written notice to the Administrative Agent and the Borrower, designate replacement or additional Applicable Lending Installations through which Loans will be made by it and for whose account Loan payments are to be made.

SECTION 2.03. Requests for Borrowings . To request a Borrowing (other than a Swingline Loan), the Borrower shall notify the Administrative Agent of such request in writing (a) in the case of a Eurocurrency Borrowing denominated in Dollars, not later than 12:00 noon, New York City time, three Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in a currency other than Dollars, not later than 12:00 noon, New York City time, four Business Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable and shall be in a form approved by the Administrative Agent and signed by the Borrower. Each such written Borrowing Request shall specify the following information in compliance with Section 2.02 :

(i) the identity of the Applicable Borrower;

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(ii) the aggregate amount of the requested Borrowing;

(iii) the Class of such Borrowing;

(iv) the currency (which may be Dollars or, if applicable, a Foreign Currency) in which such Borrowing is to be denominated;

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

(vi) in the case of a Borrowing denominated in Dollars, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

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

(viii) 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 2.06 .

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

SECTION 2.04. Swingline Loans . (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to, with respect to an aggregate $10,000,000 portion of the Swingline Loans, and may, in its sole discretion, with respect to any amount in excess of such $10,000,000 aggregate portion of the Swingline Loans, make Swingline Loans in Dollars or in a Foreign Currency to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans exceeding $40,000,000, (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments, (iii) the Dollar Equivalent of the aggregate amount of all Revolving Loans, Letters of Credit and Swingline Loans denominated in a Foreign Currency exceeding $100,000,000 or (iv) the Swingline Lender’s Revolving Credit Exposure exceeding its Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

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(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request in writing, not later than 2:00 p.m., New York City time, on the day of a proposed Swingline Loan in the case of Swingline Loans denominated in Dollars and not later than 10:00 a.m., Local Time on the day of any other proposed Swingline Loan. Each such notice shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) whether such Swingline Loan is to be denominated in Dollars or in a Foreign Currency, (iii) the amount of the requested Swingline Loan, and (iv) in the case of a Swingline Borrowing denominated in a Foreign Currency, the Interest Period requested to be applicable thereto, which shall be a period contemplated by clause (b)  of the definition of the term “Interest Period.” The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender and the Borrower shall agree upon the interest rate applicable to any Swingline Foreign Currency Loan, provided that if such agreement cannot be reached prior to 1:00 p.m., Local Time, on the day of such Swingline Foreign Currency Loan then such Swingline Foreign Currency Loan shall not be made. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of (x) a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) , by remittance to the Issuing Bank or (y) a Swingline Foreign Currency Loan, to such deposit account as the Borrower shall identify to the Swingline Lender) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan.

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Local Time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate, and such amount of Swingline Loans, if denominated in Foreign Currency, shall be converted to Dollars and shall bear interest at the Alternate Base Rate (or such lower rate to which the Borrower and Swingline Lender may agree). Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Revolver Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Revolver 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 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower 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 the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein

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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 the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default has occurred and that such Lender will not acquire participations in Swingline Loans made while such Event of Default is continuing.

SECTION 2.05. Letters of Credit . (a)  General . Subject to the terms and conditions set forth herein, the Borrower may request the issuance by an Issuing Bank of Letters of Credit in Dollars or in a Foreign Currency for its own account or that of a Subsidiary Borrower, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, 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 Borrower to, or entered into by the Applicable Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no 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 Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement.

(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 Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank 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 Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying which of the Borrowers shall be the account party with respect thereto, 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 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 the Issuing Bank, the Applicable Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,

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amendment, renewal or extension (i) the LC Exposure shall not exceed $20,000,000, (ii) no Lender’s Revolving Credit Exposure shall exceed its Revolving Commitment, (iii) the sum of the total Revolving Credit Exposures shall not exceed the total Revolving Commitments, (iv) the Dollar Equivalent of the aggregate amount of all Revolving Loans, Letters of Credit and Swingline Loans denominated in a Foreign Currency shall not exceed $100,000,000, (v) the Dollar Equivalent of the amount of all LC Exposure with respect to Letters of Credit issued for the account of Subsidiary Borrowers shall not exceed $7,500,000 and (vi) the Dollar Equivalent of the aggregate LC Exposure associated with the Letters of Credit issued by the applicable Issuing Bank shall not exceed such Issuing Bank’s Letter of Credit Fronting Sublimit (as set forth on Schedule 2.01 ) without the consent of such Issuing Bank. The Borrower may, at any time and from time to time, reduce the Letter of Credit Fronting Sublimit of any Issuing Bank with the consent of the applicable Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Fronting Sublimit of any Issuing Bank if, after giving effect to such reduction, the conditions set forth in clauses (i)  through (vi)  above shall not be satisfied.

(c) Expiration Date . Each Letter of Credit shall expire (or 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 one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date (or for up to two years thereafter if cash collateralized in a manner reasonably satisfactory to the Issuing Bank in accordance with Section 2.05(j) ).

(d) Participations . By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Revolver 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 Issuing Bank, such Lender’s Applicable Revolver Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Applicable Borrower on the date due as provided in paragraph (e)  of this Section, or of any reimbursement payment required to be refunded to the Applicable Borrower 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 the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives

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such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Applicable Borrower fails to make such payment when due, such amount, if denominated in Foreign Currency, shall be converted to Dollars and shall bear interest as provided in Section 2.05(h) and the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Applicable Borrower in respect thereof and such Lender’s Applicable Revolver Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Revolver Percentage of the payment then due from the Applicable Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Applicable Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute . The Applicable Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e)  of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision 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) payment by the 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 set-off against, the Applicable Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, 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 the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank

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from liability to the Applicable Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Applicable Borrower to the extent permitted by applicable law) suffered by the Applicable Borrower that are caused by the 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 the Issuing Bank (as finally determined by a court of competent jurisdiction), the 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 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 . The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the 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 Applicable Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest . If the Issuing Bank shall make any LC Disbursement, then, unless the Applicable Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Applicable Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e)  of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the 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 the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of an Issuing Bank . An Issuing Bank may be replaced at any time by written agreement among the Borrower, 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 Borrower 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 the 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 issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

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(j) Cash Collateralization . If (i) any Event of Default shall occur and be continuing, on the Business Day that the Borrower 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 50.1% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the applicable Issuing Bank and the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h)  or (i)  of Article VII or (ii) any Letter of Credit shall have an expiration date after the Revolving Maturity Date, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the applicable Issuing Bank and the Lenders, an amount in cash equal to 105% of the face amount of such Letter of Credit on the date five Business Days prior to the Revolving Maturity Date. Such deposit 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. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the 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 Borrower 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 50.1% of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

(k) Existing Letters of Credit . On the Funding Date each Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder on such date and governed in all respects by the terms and conditions of this Agreement (including without limitation Section 2.05(d) ).

SECTION 2.06. Funding of Borrowings . (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04 . The Administrative Agent will make such Loans available to the Applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of the Applicable Borrower or, in the case of Subsidiary Borrowers or

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Loans denominated in a Foreign Currency, in another account, in each case as designated by the Borrower in the applicable Borrowing Request and acceptable to the Administrative Agent; in accordance with Section 2.03(viii) and this Section 2.06 , provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a)  of this Section and may, in reliance upon such assumption, make available to the Applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, (x) the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (in the case of a Borrowing denominated in Dollars) or (y) the rate reasonably determined by the Administrative Agent to be the cost to it of funding such amount (in the case of a Borrowing denominated in a Foreign Currency) or (ii) in the case of the Applicable 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 2.07. Interest Elections . (a) Each Revolving Borrowing and Term B Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type, in the case of Borrowings denominated in Dollars, or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Foreign Currency Borrowings or Swingline Dollar Borrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type and denominated in the Foreign Currency 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 or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower (and, with respect to UK Borrower, any written request shall be irrevocable and in a form approved by the Administrative Agent and signed by UK Borrower).

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

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

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

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

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

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

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

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing (unless such Borrowing is denominated in a Foreign Currency, in which case such Borrowing shall be continued as a Eurocurrency Borrowing with an Interest Period of one month’s duration commencing on the last day of such Interest Period). Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto, and (iii) unless repaid, each Eurocurrency Borrowing denominated in a Foreign Currency shall be continued as a Eurocurrency Borrowing with an Interest Period of one month’s duration.

SECTION 2.08. Termination and Reduction of Commitments; Increase of Commitments . (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date. Unless previously terminated, the Term B Commitment shall terminate on the making of the Term B Loans on the Funding Date.

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

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

(d) Subject to clause (e)  below, the Borrower may elect, at its option, on up to five (5) occasions after the Funding Date, to increase the Revolving Commitments and/or the Term B Commitments, in each case in minimum amounts of $10,000,000 and in integral multiples of $5,000,000 in excess thereof, so long as, after giving effect thereto, the aggregate amount of such increases does not exceed (i) the sum of (a) $225,000,000 and (b) the aggregate principal amount of any voluntary prepayments of the Term B Loans and/or any Incremental Term B Loans; provided, that the relevant prepayment is not funded with long-term Indebtedness, plus (ii) an additional amount, so long as, after giving effect to the incurrence of any such additional amount, the Consolidated Senior Secured Leverage Ratio calculated on a Pro Forma Basis is no greater than 3.75 to 1.00; provided , that for the purposes of calculating such Consolidated Senior Secured Leverage Ratio, (x) any such increase to the Revolving Commitments shall be assumed to be fully drawn and shall be included in the numerator of such ratio and (y) the proceeds of any such increase to the Revolving Commitments or the Term B Commitments shall not be netted from Indebtedness. Any such election shall be made upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall (A) specify (x) the amount of any such increase and (y) whether such increase is in the Revolving Commitments, the Term B Commitments or a combination of any thereof, (B) if any Indebtedness under the Senior Note Documents is then outstanding, certify that incurrence by the Borrower of Indebtedness under this Agreement in the full amount of the proposed increased Commitments (and the securing thereof by the Collateral) is permitted by the Senior Note Documents, (C) be delivered at a time when no Default has occurred and is continuing (subject to Section 1.06 , solely in connection with any increase of the Term B Commitments, the proceeds of which are being used to finance a Limited Condition Transaction), and (D) specify the effective date of any Revolving Commitments or Term B Commitments and the effective date of any incremental Term B Loans to be made pursuant thereto. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the Commitments on either a ratable basis to the Lenders or on a non pro-rata basis

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to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent. No increase in the total Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent pursuant to which (i) any such existing Lender agrees to the amount of its Commitment increase, (ii) any such new Lender agrees to its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder, (iii) the Borrower accepts such incremental Commitments, (iv) the effective date of any increase in the Commitments is specified, (v) any terms specific to any incremental Term B Loans (and consistent with Section 2.08(e) ) are specified, and (vi) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied; provided , that notwithstanding anything to the contrary set forth in Section 4.02 , in connection with any increase of the Term B Commitments, the proceeds of which are being used to finance a Limited Condition Transaction, any such increase shall be subject to Section 1.06 and the Lenders providing such increase shall be permitted to waive or limit (or not require the satisfaction of) in full or in part any of the conditions set forth in Section 4.02(a) (other than the accuracy of customary “specified representations”). Upon the effectiveness of any increase in the Revolving Commitments pursuant hereto, (i) each Lender with a Revolving Commitment (new or existing) shall be deemed to have accepted an assignment from the existing Lenders with Revolving Commitments, and the existing Lenders with Revolving Commitments shall be deemed to have made an assignment to each new or existing Lender with Revolving Commitments accepting a new or increased Revolving Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swingline Exposure and LC Exposure of the existing and new Lenders with Revolving Commitments shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Lenders with Revolving Commitments in proportion to their respective Revolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and shall not be subject to the assignment fee set forth in Section 9.04(b)(ii)(C) . The Borrower shall make any payments under Section 2.16 resulting from such assignments. In the event of an increase in the Term B Commitments pursuant to this Section, each Lender accepting a portion of such increased Term B Commitments shall, on the effective date of the increase in such Term B Commitments, make a loan to the Borrower in the amount of its portion of such increase. Any such increase of the Revolving Commitments or Term B Commitments shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. From and after the making of an incremental Term B Loan or Revolving Loan pursuant to this Section, such Loan shall be deemed a “Term B Loan” or “Revolving Loan”, as applicable, hereunder for all purposes hereof, and shall be subject to the same terms and conditions as each other Term B Loan or Revolving Loan made pursuant to this Agreement (except as otherwise permitted by this Agreement).

(e) Any incremental Term B Loan made pursuant to clause (d) above (i) shall rank pari passu in right of payment and of security with the Term B Loans made on the Funding Date, (ii) shall not mature earlier than the Term B Maturity Date or have a weighted average life (if applicable) which is shorter than the then remaining average life of the Term B Loans, and

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(iii) shall otherwise be on terms and pursuant to documentation to be determined by the Borrower and the Persons willing to provide such Incremental Facility (such documentation referred to herein as, an “ Incremental Term B Loan Amendment ”), provided that (A) such terms and documentation shall not contain amortization schedules more favorable to the Lenders providing such loans or commitments, than those set forth in this Agreement and (B) if the Applicable Rate (which term for purposes of this Section 2.08(e) shall include any original issue discount (“ OID ”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by any Credit Party to the lenders under the Term B Loan or the incremental Term B Loan, as applicable, in the primary syndication thereof (with OID being equated to interest based on assumed four-year life to maturity)) relating to any incremental Term B Loans exceeds the Applicable Rate relating to the Term B Loans immediately prior to the effectiveness of the applicable incremental amendment by more than 0.50%, the Applicable Rate relating to the Term B Loans shall be increased to the extent necessary so that the Applicable Rate for the incremental Term B Loans is not more than 0.50% higher than the Applicable Rate for the Term B Loans.

SECTION 2.09. Repayment of Loans; Evidence of Debt . (a) Each Applicable Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each of its Revolving Loans on the Revolving Maturity Date and (ii) to the Administrative Agent for the account of each applicable Lender the unpaid principal amount of the Term B Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of (x) the Revolving Maturity Date and (y) a date that is no more than seven (7) Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers 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 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 the Borrowers 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 the Borrowers to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such

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Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04 ) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

(f) In the event and on such occasion that the aggregate Revolving Credit Exposure of the Lenders exceeds the aggregate Revolving Commitments of the Lenders, the Borrower immediately shall prepay the Loans in the amount of such excess.

(g) The Administrative Agent will determine the aggregate LC Exposure and the Dollar Equivalent of each Loan (other than Term B Loans) on each Exchange Rate Date. If at any time the sum of such amounts exceeds 105% of the aggregate Revolving Commitments of the Lenders, the Borrower shall (or shall cause one or more Subsidiary Borrowers to) immediately prepay the Loans (other than Term B Loans) in the amount of such excess. To the extent that, after the prepayment of all Loans (other than Term B Loans) an excess of the sum of such amounts over the aggregate Revolving Commitments still exists, the Borrower shall (or shall cause one or more Subsidiary Borrowers to) promptly cash collateralize the Letters of Credit in the manner described in Section 2.05(j) in an amount sufficient to eliminate such excess.

SECTION 2.10. Amortization of Term B Loans . (a) Subject to adjustment pursuant to paragraph (b)  of this Section, the Borrower shall repay Term B Borrowings on the last Business Day of each calendar quarter beginning with the fiscal quarter ending June 30, 2016 in an aggregate amount equal to 0.25% of the initial aggregate principal amount of the Term B Loan (and in addition, to the extent that any Incremental Term B Loans shall be made pursuant to Section 2.08(d) , in the additional agreed amortization amount for such incremental Term B Loans based on the initial aggregate principal amount of such incremental Term B Loans on the last Business Day of each calendar quarter from and including the calendar quarter immediately succeeding the calendar quarter in which such incremental Term B Loans are made as set forth in the applicable Term B Loan Amendment). The Borrower shall pay the entire remaining unpaid principal amount of the Term B Loan on the Term B Maturity Date (or in the case of any Incremental Term B Loan, on such other maturity date applicable thereto as set forth in the applicable Incremental Term B Loan Amendment).

(b) Any optional prepayment of a Term B Borrowing shall be applied as directed by the Borrower. Any mandatory prepayment of a Term B Borrowing shall be applied (i)  first , in direct order of maturity to the scheduled repayments of the Term B Borrowings occurring in the twelve months following the date of such prepayment and (ii)  second , ratably to the remaining scheduled repayments of such Term B Borrowings.

SECTION 2.11. Prepayment of Loans . (a) The Borrowers 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 and, in the case of prepayments of the Term B Loan, subject to compliance with Section 2.12(c) .

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(b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time (or in the case of a Swingline Foreign Currency Loan, 12:00 noon, London 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 and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08 , then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08 . Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02 , except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13 . Prepayments shall be applied first , to any ABR Borrowings comprising all or a part of the Class being prepaid and second , if (or once) no ABR Borrowings of such Class remain outstanding, to outstanding Eurocurrency Borrowings of such Class with the shortest Interest Periods remaining.

(c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Prepayment Event following the Funding Date, the Borrower shall (subject to the following sentence, including the provisos thereto), within ten Business Days after such Net Proceeds are received, prepay Term B Borrowings in the manner set forth in Section 2.10(b) . The prepayments required pursuant to this Section 2.11(c) shall be made in each case in an aggregate amount equal to the Applicable Prepayment Percentage of the amount of such Net Proceeds, provided that in the case of any such event described in clause (a)  or (b)  of the definition of the term “Prepayment Event,” if any Borrower or any Restricted Subsidiary applies (or commits to apply) the Net Proceeds from such event (or a portion thereof) within twelve months after receipt of such Net Proceeds and at a time when no Event of Default has occurred and is continuing to pay all or a portion of the purchase price in connection with a Permitted Acquisition or to acquire, restore, replace, rebuild, develop, maintain or upgrade real property, equipment or other tangible assets useful or to be used in the business of the Borrower and the Restricted Subsidiaries, provided that, in each case, the Borrower has delivered to the Administrative Agent within ten days after such Net Proceeds are received a certificate of its Financial Officer stating its intention to do so and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except (x) to the extent of any such Net Proceeds therefrom that have not been so applied (or committed to be so applied) by the end of such twelve-month period, (or if committed to be so applied within such twelve-month period, have not been so applied within 18 months after receipt), or (y) if an Event of Default shall

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thereafter occur and such Net Proceeds have not yet been so applied or committed to be so applied, at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied (or committed to be so applied) prior to the expiration of such period or the occurrence of such Event of Default. The Borrower shall provide to the Administrative Agent any such evidence reasonably requested by the Administrative Agent with respect to any commitment of any Borrower or any Restricted Subsidiary to apply Net Proceeds in accordance with this Section 2.11(c) .

(d) Following the end of each fiscal year of Borrower (commencing with the fiscal year ending December 31, 2016), the Borrower shall prepay the Term B Borrowings in an aggregate amount equal to (i) Excess Cash Flow for such fiscal year multiplied by the Applicable Prepayment Percentage, less (ii) the amount of optional prepayments of principal under the Term B Loans made during such fiscal year, less (iii) the amount of any optional or mandatory payments of the Senior Notes, in each case, except to the extent such prepayments are financed with the proceeds of long-term Indebtedness. Each prepayment pursuant to this paragraph shall be made before the date that is ten Business Days after the date on which financial statements are delivered pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event within 95 days after the end of such fiscal year).

(e) Notwithstanding the foregoing, any Lender holding a Term B Loan may elect, by notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any portion of any prepayment of its Term B Loan pursuant to this Section 2.11 (other than an optional prepayment pursuant to paragraph (a)  of this Section or a prepayment pursuant to clause (c)  of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall constitute “ Declined Proceeds ”.

(f) Prior to any optional prepayment of Borrowings hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (b)  of this Section.

SECTION 2.12. Fees . (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily difference between the Revolving Commitment of such Lender and the Revolving Credit Exposure (excluding Swingline Exposure) of such Lender during the period from and including the Funding Date to but excluding the date on which such Revolving Commitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the applicable Commitments terminate, commencing on the first such date to occur after the Funding Date. All commitment 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 Borrower 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 same Applicable Rate used to determine the interest rate applicable to

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Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Funding Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or rates per annum separately agreed upon between the Borrower and the Issuing Bank on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Funding Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Funding Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. 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).

(c) In the event that, on or prior to the twelve month anniversary of the Funding Date, the Borrower (i) makes any prepayment of Term B Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) a prepayment premium of 1.00% of the principal amount of the Term B Loans being prepaid in connection with such Repricing Event and (y) in the case of clause (ii) , an amount equal to 1.00% of the aggregate amount of the Term B Loans outstanding immediately prior to such amendment.

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

(e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to such Person) for distribution, in the case of commitment 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 shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted Benchmark Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

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(c) Each Swingline Dollar Loan shall bear interest at a rate agreed to between the Administrative Agent and the Borrower. Each Swingline Foreign Currency Loan shall bear interest as determined in Section 2.04 .

(d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any of the Borrowers 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 other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a)  of this Section.

(e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan, upon the final maturity thereof and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (d)  of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the 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 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.

(f) All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest on Borrowings denominated in Sterling shall be computed on the basis of a year of 365 days, (ii) interest on Borrowings denominated in any other Foreign Currency for which it is required by applicable law or customary to compute interest on the basis of a year of 365 days or, if required by applicable law or customary, 366 days in a leap year, shall be computed on such basis, and (iii) interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and 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 or Adjusted Benchmark Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14. Alternate Rate of Interest . If prior to the commencement of any Interest Period for a Eurocurrency Borrowing denominated in any currency:

(A) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means (including, without limitation, by means of an Interpolated Rate) do not exist for ascertaining the Adjusted Benchmark Rate for such Interest Period; or

(B) the Administrative Agent is advised by the Required Lenders that the Adjusted Benchmark Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

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then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurocurrency Borrowing denominated in such currency shall be ineffective and (ii) such Borrowing shall be converted to or continued as on the last day of the Interest Period applicable thereto (A) if such Borrowing is denominated in Dollars, an ABR Borrowing or (B) if such Borrowing is denominated in a Foreign Currency, as a Borrowing bearing interest at such rate as the Administrative Agent determines adequately reflects the costs to the Lenders of making or maintaining such Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Borrowing in such currency, such Borrowing shall be made as an ABR Borrowing (if such Borrowing is requested to be made in Dollars) or shall be made as a Borrowing bearing interest at such rate as the Administrative Agent determines adequately reflects the costs to the Lender of making or maintaining such Borrowing.

SECTION 2.15. Increased Costs . (a) If any Change in Law by a Governmental Authority having regulatory jurisdiction over the relevant Recipient 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 (including the U.K. bank levy as set out in the Finance Act 2011) (except any such reserve requirement reflected in the Adjusted Benchmark Rate) or the Issuing Bank; or

(ii) impose on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; or

(iii) subject any Recipient to any Taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes and (B) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar Taxes));

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

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(b) If any Lender or the Issuing Bank 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 the Issuing Bank’s capital or on the capital of such Lender’s or the 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 the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or the Issuing Bank setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or the 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 Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-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), (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 Borrower pursuant to Section 2.19 , then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, 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 Benchmark 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

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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 applicable currency of a comparable amount and period from other banks in the eurocurrency market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.17. Taxes . (a)  Withholding of Taxes; Gross-Up . Each payment by or on account of any Credit Party under any Credit Document shall be made without withholding for any Taxes, unless such withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold Taxes, then such Withholding Agent may so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Credit Party shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional amounts payable under this Section), the applicable Recipient receives the amount it would have received had no such withholding been made.

(b) Payment of Other Taxes by Borrower . Each Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Evidence of Payments . Except as provided in Section 2.17(l) below, as soon as practicable after any payment of Indemnified Taxes by any Credit Party to a Governmental Authority, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Borrower . Except and to the extent that Section 2.17(i) does not require an increased payment for a UK Tax Deduction to a Recipient, the Credit Parties shall jointly and severally indemnify each Recipient for any Indemnified Taxes that are withheld or deducted on payments to, or paid or payable by, such Recipient in connection with any Credit Document (including amounts paid or payable under this Section 2.17(d) ) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.17(d) shall be paid within 10 days after the Recipient delivers to any Credit Party a certificate stating the amount of any Indemnified Taxes so paid or payable by such Recipient and describing the basis for the indemnification claim. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Such Recipient shall deliver a copy of such certificate to the Administrative Agent.

(e) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) attributable

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to such Lender (including Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register) that are paid or payable by the Administrative Agent in connection with any Credit 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. The indemnity under this Section 2.17(e) shall be paid within 10 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable 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 Credit 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 paragraph (e) .

(f) Status of Lenders . (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by any Borrower or the Administrative Agent as will enable any Borrower or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Except as provided in Section 2.17(n) below, and notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A) through (F)  below) shall not be required if in the Lender’s 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. Upon the reasonable request of such Borrower or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.17(f) . If any form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall promptly upon request from the Borrower or the Administrative Agent (other than in the case of inaccuracy, in which case, immediately upon such Lender becoming aware of the inaccuracy) notify such Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.

(ii) Without limiting the generality of the foregoing, if any Borrower is a U.S. Person, any Lender with respect to such Borrower shall, if it is legally eligible to do so, deliver to such Borrower and the Administrative Agent (in such number of copies reasonably requested by such Borrower and the Administrative Agent) on or prior to the date on which such Lender becomes a party hereto, duly completed and executed copies of whichever of the following is applicable:

(A) in the case of a Lender that is other than a Non-U.S. Lender, IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

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(B) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Credit Document, 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 (2) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN-E or IRS Form W-8BEN 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;

(C) in the case of a Non-U.S. Lender for whom payments under this Agreement constitute income that is effectively connected with the conduct of a trade or business in the United States by such Lender (or, in the event that such Lender is a Disregarded Entity, by the owner of such Lender), IRS Form W-8ECI;

(D) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) IRS Form W-8BEN-E or IRS Form W-8BEN and (2) a certificate substantially in the form of Exhibit E (a “ U.S. Tax Compliance Certificate ”) to the effect that such Lender (or, in the event that such Lender is a Disregarded Entity, the owner of such Lender) is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;

(E) in the case of a Non-U.S. Lender (or, in the event that the Non-U.S. Lender is a Disregarded Entity, the owner of such Non-U.S. Lender) that (for U.S. federal income Tax purposes) is not the beneficial owner of payments made under a Credit Document (including a partnership or a participating Lender) (1) an IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A) , (B) , (C) , (D)  and (F)  of this paragraph (f)(ii)  that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided , however , that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a U.S. Tax Certificate on behalf of such partners; or

(F) any other form prescribed by law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation necessary to enable any Borrower or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.

(iii) If a payment made to a Lender under any Credit Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to

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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 Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding 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 Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.17(f)(iii) (but, for the avoidance of doubt, not for the purposes of the definition of “Excluded Taxes”), “FATCA” shall include any amendments made to FATCA after the Escrow Date, whether or not such amendments are included in the definition set forth in Article I .

(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including additional amounts paid pursuant to this Section 2.17 ), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such indemnified party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.17(g) , in no event will any indemnified party be required to pay any amount to any indemnifying party pursuant to this Section 2.17(g) if such payment would place such indemnified party in a less favorable position (on a net after-Tax basis) than such indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section 2.17(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the indemnifying party or any other Person.

(h) Each of the Borrowers that is either resident in the United Kingdom for United Kingdom tax purpose or that otherwise makes payments under this Agreement that have a United Kingdom source (in each case, a “ UK Borrower ”) must make all payments hereunder without any deduction or withholding for or on account of United Kingdom Taxes (“ UK Tax Deduction ”), unless a UK Tax Deduction is required by law. If such a UK Tax Deduction is required by law, the amount of the payment due from the UK Borrower in question will be increased by an amount which (after making all UK Tax Deductions) leaves an amount equal to the payment which would have been due had no UK Tax Deduction been required.

(i) A UK Borrower is not required to make an increased payment under paragraph (a)  or (h)  above for a UK Tax Deduction if on the date on which the payment falls due:

(i) the payment could have been made to the relevant Lender without a UK Tax Deduction if it was, or had not ceased to be, a Qualifying Lender, but on that date that Lender is not, or has ceased to be, a Qualifying Lender in respect of that UK Borrower;

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(ii) if the relevant Lender is a Treaty Lender and the UK Borrower making the payment is able to demonstrate that the UK Tax Deduction would not have been required if the Lender had complied with its obligations under paragraph 2.17(f) above; or

(iii) (A) the relevant Lender is a Qualifying Lender solely under sub-paragraphs (ii) and (iii) of the definition of UK Lender; and (B) an officer of HM Revenue & Customs has given (and not revoked a direction) (a “Direction”) under section 931 of the Income Tax Act 2007 (as that provision has effect on the date on which the relevant Lender became a party to this Agreement) which relates to that payment and that Lender has received from that UK Borrower a certified copy of that Direction; and (C) the payment could have been made to the Lender without any Tax Deduction in the absence of that Direction; or

(iv) the relevant Lender is a Qualifying Lender solely under sub-paragraphs (ii) and (iii) of the definition of UK Lender and it has not, other than by reason of any change after the date of this Agreement in (or in the interpretation, administration or application of) any law, or any published practice or concession of any relevant taxing authority, given a Tax Confirmation to the Borrowers.

(j) Paragraph (i)(i) above will not apply if the relevant Lender has ceased to be a Qualifying Lender in respect of that UK Borrower by reason 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 treaty or any published practice or concession of any relevant taxing authority.

(k) If a UK Borrower is required to make a UK Tax Deduction, that UK Borrower must make the minimum UK Tax Deduction allowed by law and must make any payment required in connection with that UK Tax Deduction within the time allowed by law.

(l) Within 30 days of making either a UK Tax Deduction or a payment required in connection with a UK Tax Deduction, the UK Borrower making that UK Tax Deduction or payment must deliver to the Administrative Agent a statement under section 975 of the United Kingdom Income Tax Act 2009 or other evidence satisfactory to that Lender (acting reasonably) that the UK Tax Deduction has been made or (as applicable) the appropriate payment has been paid to HMRC.