UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 18, 2019
_____________________________________________
ENVISTALOGO1A.JPG
ENVISTA HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________________
Delaware
(State or Other Jurisdiction of Incorporation)
001-39054
83-2206728
(Commission File Number)
(IRS Employer Identification No.)
200 S. Kraemer Blvd., Building E
92821
Brea,
California
(Address of Principal Executive Offices)
(Zip Code)
(714) 817-7000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common stock, $0.01 par value
 
NVST
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company      ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 20, 2019, Envista Holdings Corporation, a Delaware corporation (“Envista”), completed its previously announced initial public offering (the “IPO”) of 30,783,200 shares of its common stock, par value $0.01 per share (the “Common Stock”), including 4,015,200 shares of Common Stock allocated to the underwriters’ 30-day option to purchase additional shares of Common Stock, which was exercised in full on September 18, 2019, at an initial public offering price of $22.00 per share. Prior to the IPO, Envista was a wholly owned subsidiary of Danaher Corporation, a Delaware corporation (“Danaher”). Pursuant to the Separation Agreement (as defined below), all of the net proceeds Envista received from the IPO were paid to Danaher as partial consideration for the businesses, assets and liabilities comprising Danaher’s Dental segment (the “Dental Business”) that Danaher transferred to Envista. As a result of the IPO, Danaher currently owns approximately 80.6% of the outstanding shares of Common Stock.
Separation Agreement
In connection with the IPO, on September 19, 2019, Danaher and Envista entered into a Separation Agreement (the “Separation Agreement”). The Separation Agreement sets forth certain agreements between Danaher and Envista relating to, among other things:
•
the principal transactions pursuant to which Danaher and its subsidiaries separated the Dental Business from Danaher and transferred the Dental Business to Envista or its subsidiaries (the “Separation”);
•
the IPO;
•
the potential future distribution of the shares of Common Stock held by Danaher, which may include one or more distributions effected as a dividend to all Danaher stockholders, one or more distributions in exchange for shares of Danaher common stock or other securities, or any combination thereof (the “Distribution”); provided, that the determination of whether, when and how to proceed with the Distribution shall be entirely within the discretion of Danaher; and
•
other agreements governing the relationship between Danaher and Envista.
For further details regarding the Separation Agreement, see the description set forth in the section entitled “Certain Relationships and Related Person Transactions” in the prospectus (File No. 333-232758) filed by Envista with the U.S. Securities and Exchange Commission (the “SEC”) on September 18, 2019 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”) (such prospectus, the “Prospectus”).
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Related Agreements
In connection with the IPO, on September 19, 2019, Envista and Danaher also entered into the following additional agreements:
•
a Transition Services Agreement, pursuant to which, among other things, Danaher and its subsidiaries and Envista and its subsidiaries will provide to each other various services;
•
a Tax Matters Agreement, which governs Danaher’s and Envista’s respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes;
•
an Employee Matters Agreement, which governs Danaher’s and Envista’s compensation and employee benefit obligations with respect to the employees and other service providers of each company, and


generally allocates liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs;
•
an Intellectual Property Matters Agreement, pursuant to which, among other things, Danaher grants to Envista a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (subject to certain restrictions) license to use certain intellectual property rights retained by Danaher, and Envista grants to Danaher a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (subject to certain restrictions) license to continue to use certain intellectual property rights owned by or transferred to Envista;
•
a DBS License Agreement, pursuant to which, among other things, Danaher grants to Envista a perpetual, non-exclusive, worldwide, and non-transferable license to use the Danaher Business System solely in support of Envista’s business; and
•
a Registration Rights Agreement, pursuant to which, among other things, Envista grants Danaher and its affiliates certain registration rights with respect to the shares of Common Stock owned by them.
For further details regarding the foregoing agreements, see the descriptions of such agreements set forth in the section entitled “Certain Relationships and Related Person Transactions” in the Prospectus.
The foregoing descriptions of these agreements do not purport to be complete and are qualified in their entirety by reference to the full text of these agreements, which are attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, and incorporated herein by reference.
Credit Agreement
On September 20, 2019, Envista entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks, pursuant to which Envista borrowed approximately $1.3 billion as of the date hereof, consisting of a three-year, $650 million senior unsecured term loan facility and a three-year, €600 million senior unsecured term loan facility (the “Term Loans”).  The Credit Agreement also includes a five-year, $250 million senior unsecured multi-currency revolving credit facility (the “Credit Facility” and, together with the Term Loans, the “Debt Financing”). Pursuant to the Separation Agreement, all of the net proceeds of the Term Loans were paid to Danaher as partial consideration for the Dental Business that Danaher transferred to Envista.
Borrowings under the Debt Financing bear interest as follows: (1) Eurocurrency Rate Loans (as defined in the Credit Agreement) bear interest at a variable rate equal to the London inter-bank offered rate plus a margin of between 78.5 and 162.5 basis points, depending on (x) prior to receipt by Envista of a long-term debt credit rating, Envista’s Consolidated Leverage Ratio (as defined in the Credit Agreement) as of the last day of the immediately preceding fiscal quarter and (y) thereafter, Envista’s long-term debt credit rating; and (2) Base Rate Loans (as defined in the Credit Agreement) bear interest at a variable rate equal to (a) the highest of (i) the Federal funds rate (as published by the Federal Reserve Bank of New York from time to time) plus 1/2 of 1%, (ii) Bank of America’s “prime rate” as publicly announced from time to time and (iii) the Eurocurrency Rate (as defined in the Credit Agreement) plus 1%, plus (b) a margin of between 0 and 62.5 basis points, depending on (x) prior to receipt by Envista of a long-term debt credit rating, Envista’s Consolidated Leverage Ratio as of the last day of the immediately preceding fiscal quarter and (y) thereafter, Envista’s long-term debt credit rating. In no event will Eurocurrency Rate Loans or Base Rate Loans bear interest at a rate lower than 0%. In addition, Envista is required to pay a per annum facility fee of between 9.0 and 22.5 basis points (depending on (x) prior to receipt by Envista of a long-term debt credit rating, Envista’s Consolidated Leverage Ratio as of the last day of the immediately preceding fiscal quarter and (y) thereafter, Envista’s long-term debt credit rating) based on the aggregate commitments under the Credit Facility, regardless of usage.
The Credit Agreement requires Envista to maintain a Consolidated Leverage Ratio of 3.75 to 1.00 or less; provided that the maximum Consolidated Leverage Ratio will be increased to 4.25 to 1.00 for the four consecutive full fiscal quarters immediately following the consummation of any acquisition by Envista or any subsidiary of


Envista in which the purchase price exceeds $100 million. The Credit Agreement also requires Envista to maintain a Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of at least 3.00 to 1.00.
Borrowings under the Credit Agreement are prepayable at Envista’s option at any time in whole or in part without premium or penalty. Term Loans may not be reborrowed once repaid. Amounts borrowed under the Credit Facility may be repaid and reborrowed from time to time prior to the Maturity Date.
Envista has unconditionally and irrevocably guaranteed the obligations of each of its subsidiaries in the event a subsidiary is named a borrower under the Credit Facility. The Credit Agreement contains customary representations, warranties, conditions precedent, events of default, indemnities and affirmative and negative covenants, including covenants that, among other things, limit or restrict Envista’s and/or Envista’s subsidiaries ability, subject to certain exceptions and qualifications, to incur liens or indebtedness, merge, consolidate or sell or otherwise transfer assets, make dividends or distributions, enter into transactions with Envista’s affiliates, and use proceeds of the debt financing for other than permitted uses. The credit agreement also contains customary events of default. Upon the occurrence and during the continuance of an event of default, the lenders may declare the outstanding advances and all other obligations under the Credit Agreement immediately due and payable.
For further details regarding the Credit Agreement and the Debt Financing, see the description set forth in the Prospectus in the section entitled “Description of Certain Indebtedness.”
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is attached hereto as Exhibit 10.8 and incorporated herein by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information set forth under the heading “Credit Agreement” under “Item 1.01 Entry into a Material Definitive Agreement” is incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Election of Directors
In connection with the IPO, effective immediately prior to the commencement of “when-issued” trading of the Common Stock on the New York Stock Exchange (the “NYSE”) on September 18, 2019, the size of the Board of Directors of Envista (the “Board”) was increased from three to four members, and Christine Tsingos was appointed as a member of the Board.
In addition, effective immediately prior to the closing of the IPO, the size of the Board was further increased from four to nine members, and Scott Huennekens was appointed as Chairman of the Board and Allison F. Blackwell, Wendy Carruthers, Jonathan O. Clark and Daniel J. Houghton were appointed as members of the Board.
Amir Aghdaei, President and Chief Executive Officer of Envista, William K. Daniel II, Executive Vice President of Danaher Corporation, and Daniel A. Raskas, Senior Vice President, Corporate Development of Danaher Corporation, had previously served as directors of Envista while Envista was a wholly owned subsidiary of Danaher, and will continue to serve as directors of Envista.
Ms. Blackwell and Messrs. Clark and Houghton are Class I directors with terms expiring at the 2020 annual stockholder meeting; Mses. Carruthers and Tsingos and Mr. Huennekens are Class II directors with terms expiring at the 2021 annual stockholder meeting; and Messrs. Aghdaei, Daniel and Raskas are Class III directors with terms expiring at the 2022 annual stockholder meeting.


For further biographical details regarding the foregoing directors, see the biographical information set forth in the Prospectus in the section entitled “Management—Directors.”
Audit Committee
Effective immediately prior to the commencement of “when-issued” trading of the Common Stock on the NYSE on September 18, 2019, the Board established the Audit Committee of the Board (the “Audit Committee”) and appointed Ms. Tsingos as the sole member of the Audit Committee.
Effective upon the completion of the IPO, the Board appointed Messrs. Houghton and Huennekens as additional members of the Audit Committee and Ms. Tsingos as the Chair of the Audit Committee.
The Board determined that each of Ms. Tsingos and Mr. Huennekens meets the independence standards for service on the Audit Committee and that each of Ms. Tsingos and Messrs. Houghton and Huennekens is financially literate, has “accounting or related financial management expertise,” as required by Section 303A.07 of the NYSE Rules, and is an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Compensation Committee
Effective upon the completion of the IPO, the Board established the Compensation Committee of the Board (the “Compensation Committee”) and appointed Ms. Carruthers as the Chair of the Compensation Committee and Mses. Blackwell and Tsingos and Mr. Raskas as members of the Compensation Committee.
The Board determined that each of Mses. Carruthers and Tsingos qualifies as a “non-employee director” within the meaning of Rule 16b-3 of the Exchange Act.
Nominating and Governance Committee
Effective upon the completion of the IPO, the Board established the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) and appointed Mr. Huennekens as the Chair of the Nominating and Governance Committee and Ms. Carruthers and Mr. Daniel as members of the Nominating and Governance Committee.
Appointment of Certain Officers
The following executive officers of Envista were appointed effective immediately prior to the closing of the IPO on September 20, 2019:
Name
 
Age
 
Title
Curt W. Bludworth
 
52
 
Senior Vice President and Chief Human Resources Officer
Patrik Eriksson
 
51
 
Senior Vice President
Hans Geiselhöringer
 
50
 
Senior Vice President
Jeffrey S. Kappler
 
40
 
Senior Vice President
Mark E. Nance
 
51
 
Senior Vice President, General Counsel and Secretary
Mischa M. Reis
 
47
 
Senior Vice President, Strategy and Corporate Development
Each executive officer is appointed and serves at the pleasure of the Board. For further biographical details regarding Envista’s executive officers, see the biographical information set forth in the Prospectus in the section titled “Management—Executive Officers.”


Envista Holdings Corporation 2019 Omnibus Incentive Plan and Sub-Plans
In connection with the IPO, the Board adopted, and the sole stockholder of Envista approved, the Envista Holdings Corporation 2019 Omnibus Incentive Plan (the “2019 Omnibus Incentive Plan”), which plan includes two sub-plans, the Envista Holdings Corporation Excess Contribution Program (the “Excess Contribution Program”) and the Envista Holdings Corporation Executive Deferred Incentive Program (the “Executive Deferred Incentive Program”), each as contemplated by the Prospectus. The 2019 Omnibus Incentive Plan became effective on September 17, 2019. The terms of the 2019 Omnibus Incentive Plan, the Excess Contribution Program and the Executive Deferred Incentive Program are substantially the same as the terms set forth in the form previously filed as Exhibit 10.8, Exhibit 10.11 and Exhibit 10.12, respectively, to Envista’s Registration Statement on Form S-1 filed with the SEC on July 22, 2019, as amended (File No. 333-232758) (the “Registration Statement”).
The 2019 Omnibus Incentive Plan, the Excess Contribution Program and the Executive Deferred Incentive Program were filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to Envista’s Registration Statement on Form S-8 filed with the SEC on September 17, 2019 (File No. 333-233810) (the “S-8”) and are incorporated herein by reference.
Envista Holdings Corporation Deferred Compensation Plan
In connection with the IPO, the Board adopted, and the sole stockholder of Envista approved, the Envista Holdings Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”), as contemplated by the Prospectus. The Deferred Compensation Plan became effective on September 20, 2019. The terms of the Deferred Compensation Plan are substantially the same as the terms set forth in the form previously filed as Exhibit 10.13 to the Registration Statement. The Deferred Compensation Plan was filed as Exhibit 10.4 to the S-8 and is incorporated herein by reference.
Envista Holdings Corporation Senior Leader Severance Pay Plan
In connection with the IPO, the Board adopted the Envista Holdings Corporation Senior Leader Severance Pay Plan (the “Senior Leader Severance Pay Plan”), as contemplated by the Prospectus. The Senior Leader Severance Pay Plan became effective on September 20, 2019. The terms of the Senior Leader Severance Pay Plan are substantially the same as the terms set forth in the form previously filed as Exhibit 10.14 to the Registration Statement. The Senior Leader Severance Pay Plan is filed herewith as Exhibit 10.9 and is incorporated herein by reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Amendment and Restatement of Certificate of Incorporation
On September 20, 2019, in connection with the IPO, Envista amended and restated its Certificate of Incorporation (as amended and restated, the “Charter”). For further details regarding the Charter, see the description of the Charter set forth in the Prospectus in the section entitled “Description of Capital Stock.” This description does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Amendment and Restatement of Bylaws
On September 20, 2019, in connection with the IPO, Envista amended and restated its bylaws (as amended and restated, the “Bylaws”). For further details regarding the Bylaws, see the description of the Bylaws set forth in the Prospectus in the Section entitled “Description of Capital Stock.” This description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.


ITEM 5.05 AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS
Effective upon the completion of the IPO on September 20, 2019, the Board adopted the Envista Holdings Corporation Code of Business Conduct and Ethics (the “Code of Ethics”). The Code of Ethics requires all business activities of Envista to be conducted in compliance with applicable laws and regulations and ethical principles and values. All of Envista’s directors, officers and employees are required to read, understand and abide by the requirements of the Code of Ethics.
The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by reference to the full text of the Code of Ethics, which is attached hereto as Exhibit 14.1 and incorporated herein by reference.
ITEM 7.01 REGULATION FD
In connection with the closing of the IPO, on September 20, 2019, Danaher and Envista issued a joint press release announcing the closing of the IPO. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
Exhibit No.
 
Description
3.1
 
3.2
 
10.1
 
10.2
 
10.3
 
10.4
 
10.5
 
10.6
 
10.7
 
10.8
 
10.9
 
14.1
 
99.1
 


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ENVISTA HOLDINGS CORPORATION
 
 
 
 
 
 
Date: September 20, 2019
By:
/s/ Howard H. Yu
 
 
Howard H. Yu
 
 
Senior Vice President and Chief Financial Officer

Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ENVISTA HOLDINGS CORPORATION
(a Delaware corporation)
Envista Holdings Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
1.The name of the Corporation is Envista Holdings Corporation. The Corporation was originally incorporated under the name DH Dental Holding Corp. The original Certificate of Incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on August 29, 2018, and it was amended by a Certificate of Amendment to the Certificate of Incorporation, filed with the office of the Secretary of State of the State of Delaware on April 11, 2019, changing the Corporation’s name from DH Dental Holding Corp. to Envista Holdings Corporation.
2.This Amended and Restated Certificate of Incorporation, which restates and amends the Certificate of Incorporation of the Corporation, has been duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL by the board of directors and sole stockholder of the Corporation, acting by written consent in lieu of a meeting in accordance with Section 228 of the DGCL.
3.This Amended and Restated Certificate of Incorporation shall become effective at 12:01 a.m. (Eastern Time) on September 20, 2019.
4.The Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:
ARTICLE I
NAME
Section 1.01    Name. The name of the corporation is Envista Holdings Corporation (the “Corporation”).
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
Section 2.01    Registered Address. The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent of the Corporation is The Corporation Trust Company.
ARTICLE III
CORPORATE PURPOSE
Section 3.01    Corporate Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
ARTICLE IV
CAPITAL STOCK
Section 4.01    Authorized Capital Stock. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 515,000,000, consisting of: (i) 500,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), and (ii) 15,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).

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Section 4.02    Common Stock. The powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations and restrictions of the Common Stock are as follows:
(a)Ranking. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors of the Corporation (the “Board”) upon any issuance of the Preferred Stock of any series.
(b)Voting. Each share of Common Stock shall entitle the holder thereof to one vote in person or by proxy for each share on all matters on which such stockholders are entitled to vote. Except as expressly set forth in the applicable Certificate of Designations with respect to any such series of Preferred Stock, the holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Certificate of Designations) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon.
(c)Dividends. The holders of shares of Common Stock shall be entitled to receive ratably such dividends and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board in its sole discretion from time to time out of assets or funds of the Corporation legally available therefor, subject to any preferential rights of any then outstanding Preferred Stock and any other provisions of this Certificate of Incorporation, as may be amended from time to time.
(d)Liquidation. Upon the dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation, holders of Common Stock shall be entitled to receive all remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them and subject to any preferential rights of any then outstanding Preferred Stock. For purposes of this paragraph, unless otherwise provided with respect to any then outstanding series of Preferred Stock, the voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets of the Corporation or a consolidation or merger of the Corporation with one or more other corporations (whether or not the Corporation is the corporation surviving such consolidation or merger) shall not be deemed to be a liquidation, dissolution or winding up, either voluntary or involuntary.
(e)No Preemptive or Subscription Rights. No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.
Section 4.03    Preferred Stock. The Board is hereby expressly authorized to provide, out of the unissued shares of Preferred Stock, for the issuance of all or any of the shares of Preferred Stock in one or more series and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, full or limited, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.
The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination of the following:
(a)the designation of the series, which may be by distinguishing number, letter or title;
(b)the number of shares of the series, which number the Board may thereafter increase or decrease, but not below the number of shares thereof then outstanding;

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(c)the entitlement to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series of capital stock;
(d)the redemption rights and price or prices, if any, for shares of the series;
(e)the terms and amount of any sinking fund, if any, provided for the purchase or redemption of shares of the series;
(f)the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;
(g)whether the shares of the series shall be convertible into or exchangeable for, shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;
(h)restrictions on the issuance of shares of the same series or any other class or series;
(i)the voting rights, if any, of the holders of shares of the series generally or upon specified events; and
(j)any other powers, preferences and relative, participating, optional or other special rights of each series of Preferred Stock, and any qualifications, limitations or restrictions of such shares, all as may be determined from time to time by the Board and stated in the resolution or resolutions providing for the issuance of such Preferred Stock.
Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.
ARTICLE V
BOARD OF DIRECTORS
Section 5.01    Election of Directors. Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so require.
Section 5.02    Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined solely by the resolution of the Board in its sole and absolute discretion.
Section 5.03    Number of Directors. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. Subject to the rights of holders of Preferred Stock, if any, the Board shall consist of not less than three (3) nor greater than fifteen (15) directors, the exact number of which shall be fixed from time to time exclusively pursuant to a resolution adopted by the affirmative vote of a majority of the entire Board, and subject to the rights of the holders of the Preferred Stock, if any, the exact number may be increased or decreased by such a resolution (but not to less than three (3) nor greater than fifteen (15)).
Section 5.04    Classes of Directors. Other than those directors, if any, elected by the holders of any series of Preferred Stock, the Board shall be and is divided into three classes, as nearly equal in number as possible, designated as: Class I, Class II and Class III. In case of any increase or decrease,

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from time to time, in the number of directors, the number of directors in each class shall be apportioned as nearly equal as possible. No decrease in the number of directors shall shorten the term of any incumbent director.
Section 5.05    Terms of Office. Except for the terms of such additional directors, if any, as elected by the holders of any series of Preferred Stock, each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting at which the director was elected. The term of the initial Class I directors shall terminate at the annual meeting of stockholders to be held in 2020; the term of the initial Class II directors shall terminate on the date of the annual meeting of stockholders to be held in 2021; and the term of the initial Class III directors shall terminate on the date of the annual meeting of stockholders to be held in 2022 or, in each case, upon such director’s earlier death, resignation or removal. At each succeeding annual meeting of stockholders beginning with the first annual meeting of stockholders to be held in 2020, successors to the class of directors whose term expires at that annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election and until his or her respective successor has been duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class or from the removal from office, death, disability, resignation or disqualification of a director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director.
Section 5.06    Vacancies. Subject to the rights of the holders of any series of Preferred Stock, vacancies on the Board by any reason, including by death, resignation, retirement, disqualification, removal from office, or otherwise, and any newly created directorships resulting from any increase in the authorized number of directors, shall be filled solely by a majority of the directors then in office, in their sole discretion, even though less than a quorum, or by a sole remaining director, in his or her sole discretion, and shall not be filled by the stockholders. A director elected to fill a vacancy or a newly created directorship shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal.
Section 5.07    Authority. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Certificate of Incorporation, and any Bylaws of the Corporation adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such Bylaws had not been adopted.
Section 5.08    Advance Notice. Advance notice of stockholder nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the Corporation.
ARTICLE VI
STOCKHOLDERS
Section 6.01    Cumulative Voting. No holder of Common Stock of the Corporation shall be entitled to exercise any right of cumulative voting.
Section 6.02    Stockholder Action. Subject to the terms of any series of Preferred Stock, until the first date on which Danaher (as defined below) ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken

4

without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted. From and after the first date on which Danaher ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. As used in this Certificate of Incorporation, (i) “Danaher” shall mean Danaher Corporation, a Delaware corporation, any and all successors to Danaher Corporation by way of merger, consolidation or sale of all or substantially all of its assets, and any and all corporations, partnerships, joint ventures, limited liability companies, associations and other entities (A) in which Danaher Corporation owns, directly or indirectly, more than 50% of the outstanding voting stock, voting power, partnership interests or similar ownership interests, (B) of which Danaher Corporation otherwise directly or indirectly controls or directs the policies or operations or (C) that would be considered subsidiaries of Danaher Corporation within the meaning of Regulation S-K or Regulation S-X of the general rules and regulations under the Securities Act of 1933, as amended, now or hereafter existing; provided, however, that the term “Danaher” shall not include the Corporation or any entities (A) in which the Corporation owns, directly or indirectly, more than 50% of the outstanding voting stock, voting power, partnership interests or similar ownership interests, (B) of which the Corporation otherwise directly or indirectly controls or directs the policies or operations or (C) that would be considered subsidiaries of the Corporation within the meaning of Regulation S-K or Regulation S-X of the general rules and regulations under the Securities Act of 1933, as amended, now or hereafter existing (such entities, “Affiliated Companies”); and (ii) the term “Beneficially Own” shall have the meaning set forth in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
Section 6.03    Special Meetings. Unless otherwise required by law or the terms of any resolution or resolutions adopted by the Board providing for the issuance of a class or series of the Preferred Stock, special meetings of stockholders, for any purpose or purposes, may be called by the Secretary upon a written request delivered to the Secretary by (i) the Board as set forth in the Corporation’s Bylaws, (ii) the Chairman of the Board or (iii) the Chief Executive Officer of the Corporation. The ability of the stockholders to call a special meeting of stockholders is hereby specifically denied. At a special meeting of stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).
ARTICLE VII
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Section 7.01    General. In recognition and anticipation that (i) the Corporation will not be a wholly-owned subsidiary of Danaher and that Danaher will be a controlling stockholder of the Corporation, (ii) directors, officers and/or employees of Danaher may serve as directors, officers and/or employees of the Corporation, (iii) Danaher may engage in the same, similar or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, (iv) Danaher may have an interest in the same areas of corporate opportunity as the Corporation and Affiliated Companies, and (v) as a consequence of the foregoing, it is in the best interests of the Corporation that the respective rights and obligations of the Corporation and of Danaher, and the duties of any directors, officers and/or employees of the Corporation who are also directors, officers and/or employees of Danaher, be determined and delineated in respect of any transactions between, or opportunities that may be suitable for both, the Corporation and Affiliated Companies, on the one hand, and Danaher, on the other hand, the sections of this Article VII shall to the fullest extent permitted by law regulate and define the conduct of certain of the business and affairs of the Corporation in relation to Danaher and the conduct of certain affairs of the Corporation as they may involve Danaher and its directors, officers and/or

5

employees, and the power, rights, duties and liabilities of the Corporation and its director, officers, employees and stockholders in connection therewith.
For purposes of this Article VII, “corporate opportunities” shall include, but not be limited to, business opportunities which the Corporation or Affiliated Companies are financially able to undertake, which are, from their nature, in the line of the Corporation’s or Affiliated Companies’ business, are of practical advantage to it and are ones in which the Corporation or Affiliated Companies would have an interest or a reasonable expectancy, and in which, by embracing the opportunities or allowing such opportunities to be embraced by Danaher, the self-interest of Danaher or its directors, officers and/or employees will be brought into conflict with that of the Corporation or Affiliated Companies.
Nothing in this Article VII creates or is intended to create any fiduciary duty on the part of Danaher, the Corporation, any Affiliated Company, or any stockholder, director, officer or employee of any of them that does not otherwise exist under Delaware law and nothing in this Article VII expands any such duty of any such person that may now or hereafter exist under Delaware law.
To the fullest extent permitted by law, any person purchasing or otherwise acquiring any shares of capital stock of the Corporation, or any interest therein, shall be deemed to have notice of and to have consented to the provisions of this Article VII.
Section 7.02    Certain Agreements and Transactions Permitted. The Corporation may from time to time enter into and perform, and cause or permit any Affiliated Company to enter into and perform, one or more agreements (or modifications or supplements to pre-existing agreements) with Danaher pursuant to which the Corporation or an Affiliated Company, on the one hand, and Danaher, on the other hand, agree to engage in transactions of any kind or nature with each other and/or agree to compete, or to refrain from competing or to limit or restrict their competition, with each other, including to allocate, and to cause their respective directors, officers and/or employees (including any who are directors, officers and/or employees of both) to allocate opportunities between them or to refer opportunities to each other. Subject to Section 7.04, no such agreement, or the performance thereof by the Corporation or any Affiliated Company, or Danaher, shall, to the fullest extent permitted by law, be considered contrary to any fiduciary duty that any director, officer or employee of the Corporation or any Affiliated Company who is also a director, officer or employee of Danaher may owe or be alleged to owe to the Corporation or any such Affiliated Company, or to any stockholder thereof, or any legal duty or obligation Danaher may be alleged to owe on any basis, notwithstanding the provisions of this Certificate of Incorporation stipulating to the contrary. Subject to Section 7.04, to the fullest extent permitted by law, no director, officer or employee of the Corporation who is also a director, officer or employee of Danaher shall have or be under any fiduciary duty to the Corporation or any Affiliated Company to refer any corporate opportunity to the Corporation or any Affiliated Company or to refrain from acting on behalf of the Corporation or any Affiliated Company or of Danaher in respect of any such agreement or transaction or performing any such agreement in accordance with its terms.
Section 7.03    Authorized Business Activities. Without limiting the other provisions of this Article VII, Danaher shall have no duty to communicate information regarding a corporate opportunity to the Corporation or to refrain from (i) engaging in the same or similar activities or lines of business as the Corporation, (ii) doing business with any client, customer or vendor of the Corporation or (iii) employing or otherwise engaging any director, officer or employee of the Corporation.  To the fullest extent permitted by law, except as provided in Section 7.04, no officer, director or employee of the Corporation who is also a director, officer or employee of Danaher shall be deemed to have breached his or her fiduciary duties, if any, to the Corporation solely by reason of Danaher’s engaging in any such activity.
Section 7.04    Corporate Opportunities. Except as otherwise agreed in writing between the Corporation and Danaher, for so long as Danaher Beneficially Owns shares of capital stock representing, in the aggregate, at least 10% of the total voting power of the outstanding shares of all classes of capital stock of the Corporation with respect to the election of directors or otherwise has one or more directors, officers or employees serving as a director, officer or employee of the Corporation, in the event that a

6

director, officer or employee of the Corporation who is also a director, officer or employee of Danaher acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Corporation and Danaher, such director, officer or employee shall to the fullest extent permitted by law have fully satisfied and fulfilled his or her fiduciary duty, if any, with respect to such corporate opportunity, and the Corporation to the fullest extent permitted by law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should have been presented to the Corporation or any Affiliated Company, if such director, officer or employee acts in a manner consistent with the following policy: such a corporate opportunity offered to any person who is a director or an officer or employee of the Corporation and who is also a director, officer or employee of Danaher shall belong to the Corporation only if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Corporation and otherwise shall belong to Danaher.
The foregoing policy, and the action of any director, officer or employee of Danaher, the Corporation or any Affiliated Company taken in accordance with, or in reliance upon, the foregoing policy or in entering into or performing any agreement, transaction or arrangement is deemed and presumed to be fair to the Corporation.
Except as otherwise agreed in writing between the Corporation and Danaher, if a director, officer or employee of the Corporation, who also serves as a director, officer or employee of Danaher, acquires knowledge of a potential corporate opportunity for both the Corporation and Danaher in any manner not addressed by this Article VII, such director, officer or employee shall have no duty to communicate or present such corporate opportunity to the Corporation and shall to the fullest extent permitted by law not be liable to the Corporation or its stockholders for breach of fiduciary duty as a director, officer or employee of the Corporation by reason of the fact that Danaher pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or does not present such corporate opportunity to the Corporation, and the Corporation to the fullest extent permitted by law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should be presented to the Corporation.
Section 7.05    Delineation of Indirect Interests. To the fullest extent permitted by law, no director, officer or employee of the Corporation or any Affiliated Company shall be deemed to have an indirect interest in any matter, transaction or corporate opportunity that may be received or exploited by, or allocated to, Danaher, merely by virtue of being a director, officer or employee of Danaher, unless such director, officer or employee’s role with Danaher involves direct responsibility for such matter, in his or her role with Danaher, such director, officer or employee exercises supervision over such matter, or the compensation of such director, officer or employee is materially affected by such matter. Such director, officer or employee’s compensation shall not be deemed to be materially affected by such matter if it is only affected by virtue of its effect on the value of Danaher capital stock generally or on Danaher’s results or performance on an enterprise-wide basis.
Section 7.06    Special Approval Procedures. If, notwithstanding the provisions of this Article VII, it is deemed desirable by Danaher, the Corporation or an Affiliated Company or any other party that the Corporation take action with specific regard to a particular transaction, corporate opportunity or a type or series of transactions or corporate opportunities to ensure, out of an abundance of caution, that such transaction or transactions are not voidable, or that such an opportunity or opportunities are effectively disclaimed, the Corporation may employ any of the following procedures:
(a)the material facts of the transaction and the director’s, officer’s or employee’s interest are disclosed or known to the Board or a duly appointed committee of the Board and the Board or such committee authorizes, approves, or ratifies the transaction by the affirmative vote or consent of a majority of the directors (or committee members) who have no direct or indirect interest in the transaction and, in any event, of at least two directors (or committee members); or

7

(b)the material facts of the transaction and the director’s interest are disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such transaction.
The interested director or directors may be counted in determining the presence of a quorum at such meeting. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any actions taken under clause (a) above.
One or more matters, transactions or corporate opportunities approved pursuant to any of the foregoing procedures are not void or voidable and shall not give rise to any equitable relief or damages or other sanctions against any director, officer, employee or stockholder (including Danaher) of the Corporation on the ground that the matter, transaction or corporate opportunity should have first been offered to the Corporation. Nothing in this Article VII requires any matter to be considered by the Board or the stockholders of the Corporation and, in all cases, directors, officers and employees of the Corporation are authorized to refrain from bringing a matter otherwise addressed in this Article VII before the Board or the stockholders for consideration unless such matter is required to be considered by the Board or stockholders, as applicable, under Delaware law. This Article VII shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common, equitable, or statutory law applicable thereto.
ARTICLE VIII
LIMITATION ON LIABILITY; INDEMNIFICATION
Section 8.01    Limitation on Liability. To the fullest extent permitted by the DGCL, as it now exists and as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of a fiduciary duty as a director, except for liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any transaction from which the director derived an improper personal benefit; provided that if the DGCL shall be amended or modified to provide for exculpation for any director in any circumstances where exculpation is prohibited pursuant to any of the preceding clauses (a) through (d), then such directors shall be entitled to exculpation to the maximum extent permitted by such amendment or modification. No amendment to, modification of or repeal of this Section 8.01 shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions of such director occurring prior to such amendment, modification or repeal.
Section 8.02    Indemnification. The Corporation shall indemnify to the full extent authorized or permitted by law any person made, or threatened to be made, a party to any action or proceeding (whether civil or criminal or otherwise) by reason of the fact that he, his testator or intestate, is or was a director or officer of the Corporation or by reason of the fact that such director or officer, at the request of the Corporation, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Corporation, or is or was a director, officer or employee of the Corporation serving at the request of the Corporation as a director, manager, officer, employee, trustee or agent of, or in a fiduciary capacity with respect to, another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Section 8.02.

8

The right of indemnification provided in this Section 8.02 shall not be exclusive, and shall be in addition to any other right to which any person may otherwise be entitled by law, statue, under the Bylaws of the Corporation, or under any agreement, vote of stockholders or disinterested directors, or otherwise. Any amendment, repeal or modification of this Section 8.02 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.
ARTICLE IX
FORUM SELECTION
Section 9.01    Forum Selection. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the Bylaws of the Corporation or (iv) any action asserting a claim governed by the internal affairs doctrine; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 9.01. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunction and specific performance, to enforce the forgoing provisions. The provisions of this Section 9.01 do not apply to claims brought to enforce a duty or liability created by the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction.
ARTICLE X
AMENDMENT
Section 10.01    Certificate of Incorporation. The Corporation shall have the right, from time to time, to amend, alter, change or repeal any provision of this Certificate of Incorporation in any manner now or hereafter provided by this Certificate of Incorporation, the Bylaws of the Corporation or the DGCL, and all rights, preferences, privileges and powers of any kind conferred upon any director or stockholder of the Corporation by this Certificate of Incorporation or any amendment thereof are conferred subject to such right. Notwithstanding anything contained in this Certificate of Incorporation to the contrary (and in addition to any vote required by law), from and after such time as Danaher ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote thereon, the affirmative vote of the holders of at least two-thirds of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote thereon, voting as a single class, shall be required to amend, alter, change, or repeal or to adopt any provision inconsistent with Article V, Article VI, Article VII, Article VIII and this Article X.
Section 10.02    Bylaws. In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized and empowered, without the assent or vote of the stockholders, to adopt, amend and repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board shall require the approval by the majority of the entire Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided,

9

however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, from and after such time as Danaher ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote thereon, the affirmative vote of the holders of at least two-thirds of the total voting power of the outstanding shares of all classes of capital stock entitled to vote thereon, voting as a single class, shall be required to amend, repeal or adopt any provision of the Bylaws of the Corporation.
[SIGNATURE PAGE FOLLOWS]





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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation as of this 19th day of September, 2019.
ENVISTA HOLDINGS CORPORATION
 
 
By:
/s/ Amir Aghdaei
 
Name: Amir Aghdaei
 
Title:   President, Chief Executive Officer and Corporate Secretary




11
Exhibit 3.2








AMENDED AND RESTATED BYLAWS
OF
ENVISTA HOLDINGS CORPORATION
(a Delaware corporation)
Effective September 20, 2019















TABLE OF CONTENTS
Article I
 
 
 
Offices
 
 
 
Section 1.01
Registered Office
1

Section 1.02
Other Offices
1

 
 
 
Article II
 
 
 
Meetings of the Stockholders
 
 
 
Section 2.01
Place of Meetings
1

Section 2.02
Annual Meetings
1

Section 2.03
Special Meetings
1

Section 2.04
Record Date
1

Section 2.05
Notice of Meetings
2

Section 2.06
List of Stockholders
2

Section 2.07
Quorum
2

Section 2.08
Adjournments
2

Section 2.09
Conduct of Meetings
3

Section 2.10
Voting; Proxy
3

Section 2.11
Advance Notice of Stockholder Nominations and Proposals
3

Section 2.12
Consent of Stockholders in Lieu of Meeting
6

Section 2.13
Inspectors at Meetings of Stockholders
7

 
 
 
Article III
 
 
 
Board of Directors
 
 
 
Section 3.01
General Powers
7

Section 3.02
Number; Term of Office
7

Section 3.03
Newly Created Directorships and Vacancies
8

Section 3.04
Resignation and Removal of Directors
8

Section 3.05
Compensation
8

Section 3.06
Regular Meetings
8

Section 3.07
Special Meetings
8

Section 3.08
Telephone Meetings
8

Section 3.09
Adjourned Meetings
8

Section 3.10
Notices
8

Section 3.11
Waiver of Notice
9

Section 3.12
Organization
9

Section 3.13
Quorum of Directors
9

Section 3.14
Action By Majority Vote
9

Section 3.15
Action Without Meeting
9

Section 3.16
Interested Directors; Quorum
9

Section 3.17
Committees of the Board
10

 
 
 

i

Article IV
 
 
 
Officers
Section 4.01
Positions and Election
10

Section 4.02
Term
10

Section 4.03
Resignation
10

Section 4.04
Vacancies
11

Section 4.05
Chief Executive Officer; President
11

Section 4.06
Vice Presidents
11

Section 4.07
Secretary; Assistant Secretary
11

Section 4.08
Treasurer; Assistant Treasurer
11

Section 4.09
Delegation of Authority
11

Section 4.10
Voting Securities Owned by the Corporation
11

Section 4.11
Chair of the Board
11

 
 
 
Article V
 
 
 
Stock Certificates and Their Transfer
Section 5.01
Certificates Representing Shares
12

Section 5.02
Transfers of Stock
12

Section 5.03
Transfer Agents and Registrars
12

Section 5.04
Lost, Stolen or Destroyed Certificates
12

Section 5.05
Dividend Record Date
12

Section 5.06
Record Owners
12

 
 
 
Article VI
 
 
 
General Provisions
 
 
 
Section 6.01
Corporate Seal
12

Section 6.02
Fiscal Year
13

Section 6.03
Contracts
13

Section 6.04
Checks, Notes, Drafts Etc.
13

Section 6.05
Dividends
13

Section 6.06
Conflict With Applicable Law or Certificate of Incorporation
13

 
 
 
Article VII
 
 
 
Indemnification
 
 
 
Section 7.01
Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation
13

Section 7.02
Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation
14

Section 7.03
Authorization of Indemnification
14

Section 7.04
Good Faith Defined
14

Section 7.05
Indemnification by a Court
14

Section 7.06
Expenses Payable in Advance
15

Section 7.07
Non-exclusivity of Indemnification and Advancement of Expenses
15

Section 7.08
Insurance
15


ii

Section 7.09
Certain Definitions for Purposes of Article VII
15

Section 7.10
Limitations
15

Section 7.11
Survival of Indemnification and Advancement of Expenses
15

Section 7.12
Savings Clause
16

 
 
 
Article VIII
 
 
 
Amendments
 
 
 
Section 8.01
Amendments
16



iii

AMENDED AND RESTATED BYLAWS
OF
ENVISTA HOLDINGS CORPORATION
(a Delaware corporation)
ARTICLE I
Offices
Section 1.01    Registered Office. The address of the registered office of Envista Holdings Corporation (the “Corporation”) in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The name of the registered agent of the Corporation is The Corporation Trust Company.
Section 1.02    Other Offices. The Corporation may also have offices at such other places within or without the State of Delaware as the board of directors of the Corporation (the “Board”) may from time to time determine or the business of the Corporation may from time to time require.
ARTICLE II
MEETINGS OF THE STOCKHOLDERS
Section 2.01    Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, as shall be designated from time to time by resolution of the Board and stated in the notice of meeting.
Section 2.02    Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Board and stated in the notice of the meeting. The Board may postpone, reschedule or cancel any annual meeting previously scheduled by the Board.
Section 2.03    Special Meetings. Unless otherwise required by law or by the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”), and subject to the rights of the holders of preferred stock, a special meeting of stockholders, for any purpose or purposes, may be called by the Secretary upon a written request delivered to the Secretary by (a) the Board pursuant to a resolution adopted by a majority of the entire Board, (b) the Chairman of the Board or (c) the Chief Executive Officer of the Corporation. The ability of the stockholders to call a special meeting of stockholders is hereby specifically denied. At a special meeting of stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto). The Board may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board Business transacted at all special meetings shall be limited to the matters specifically stated in the Corporation’s notice of special meeting (or any supplement thereto). Nothing herein shall prohibit the Board from submitting additional matters to stockholders at any such special meeting. Special meetings shall be held within or without the State of Delaware, as the Board shall designate.
Section 2.04    Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of

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stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
Section 2.05    Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the place, if any, date, hour, and means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting shall be given by the Corporation not less than ten (10) days nor more than sixty (60) days before the meeting (unless otherwise required by law) to every stockholder entitled to vote at the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, notice to stockholders shall be in writing and delivered personally or mailed (including by electronic transmission in accordance with applicable law) to the stockholders at their address appearing on the books of the Corporation. Notice by mail is deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation, and notice by electronic transmission shall be deemed given pursuant Section 232(b) of the General Corporation Law of the State of Delaware (the “DGCL”). Any stockholder may waive notice of any meeting, either before or after the meeting. The attendance of any stockholder at any meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.
Section 2.06    List of Stockholders. The Secretary shall prepare, or have prepared, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting at the principal place of business of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.
Section 2.07    Quorum. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chair of the meeting shall have power to adjourn the meeting from time to time, in the manner provided in Section 2.08, until a quorum shall be present or represented.
Section 2.08    Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting in accordance with the requirements of Section 2.05 shall be given to each stockholder of record entitled to vote at the meeting.

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Section 2.09    Conduct of Meetings. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the Chair of the Board, or in his or her absence or inability to act, the Chief Executive Officer, or, in his or her absence or inability to act, the person whom the Board shall appoint, shall act as chair of, and preside at, the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chair of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chair of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chair of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants. The chair shall have the power to adjourn any meeting of the stockholders from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.
Section 2.10    Voting; Proxy. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the affirmative vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented at the meeting and entitled to vote on such question, voting as a single class. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 2.04, each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in this Section 2.10. The Board, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.
Except as provided in Section 3.03, and subject to any rights of the holders of preferred stock to elect any directors voting separately as a class or series, at each annual meeting of stockholders, the directors to be elected at the meeting shall be chosen by a plurality of the votes cast by the holders of shares entitled to vote in the election at the meeting, provided that a quorum is present. For purposes of this Section 2.10, a “plurality of the votes cast” shall mean that the individuals with the highest number of votes are elected as directors up to the maximum number of directors to be elected.
Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for such stockholder by proxy filed with the Secretary before or at the time of the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless such proxy provides for a longer period.
Section 2.11    Advance Notice of Stockholder Nominations and Proposals.
(a)Timely Notice. At a meeting of the stockholders, only such nominations of persons for the election of directors and such other business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, nominations or such other business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board or any committee thereof, (ii) otherwise properly brought before the meeting by or at the direction of the Board or any committee thereof, or (iii) otherwise properly brought before an annual meeting by a stockholder who: (A) is a stockholder of record of the Corporation at the time such

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notice of meeting is delivered and at the time the notice required hereunder is delivered to the Secretary, (B) is entitled to vote at the meeting, and (C) complies with the notice procedures and disclosure requirements set forth in this Section 2.11. In addition, any proposal of business (other than the nomination of persons for election to the Board) must be a proper matter for stockholder action. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a stockholder, the stockholder or stockholders of record intending to propose the business (the “Proposing Stockholder”) must have given timely notice thereof pursuant to this Section 2.11(a) or Section 2.11(c) below, as applicable, in writing to the Secretary even if such matter is already the subject of any notice to the stockholders or Public Disclosure from the Board. To be timely, a Proposing Stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation: (x) not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred and twentieth (120th) day in advance of the anniversary of the previous year’s annual meeting if such meeting is to be held on a day that is within thirty (30) days before or after the anniversary of the previous year’s annual meeting; and (y) with respect to any other annual meeting of stockholders, not later than the close of business on the tenth (10th) day following the date of Public Disclosure of the date of such meeting. In no event shall any adjournment or postponement of an annual meeting, or the Public Disclosure thereof, commence a new notice time period (or extend any notice time period). For purposes of timely notice at the 2020 annual meeting of stockholders of the Corporation, a Proposing Stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the date of Public Disclosure of the date of such meeting.
(b)Stockholder Nominations. For the nomination of any person or persons for election to the Board whether at an annual meeting or a properly called special meeting of stockholders, a Proposing Stockholder’s notice to the Secretary shall set forth (i) the name, age, business address and residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) (A) the number of shares of capital stock of the Corporation which are owned of record and beneficially by each such nominee and any affiliates or associates of such nominee (if any) and (B) a description of any agreement, arrangement or understanding of the type described in clause (vi)(C) or (vi)(D) of this section, but as it relates to each such nominee rather than the Proposing Stockholder, (iv) (A) if any such nominee is a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, or has received any compensation or other payment from any person or entity other than the Corporation, in each case in connection with candidacy or service as a director of the Corporation, a detailed description of such agreement, arrangement or understanding and its terms or of any such compensation received and (B) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, (v) the consent of the nominee to being named in the proxy statement as a nominee and to serving as a director if elected and a representation by the nominee to the effect that, if elected, the nominee will agree to and abide by all policies of the Board and, to the extent applicable to Directors, all policies of the Corporation, in each case, as may be in place at any time and from time to time, and (vi) as to the Proposing Stockholder: (A) the name and address of the Proposing Stockholder as they appear on the Corporation’s books and of the beneficial owner, if any, on whose behalf the nomination is being made, (B) the class and number of shares of the Corporation which are owned by the Proposing Stockholder (beneficially and of record) and owned by the beneficial owner, if any, on whose behalf the nomination is being made, as of the date of the Proposing Stockholder’s notice, (C) a description of any agreement, arrangement or understanding with respect to such nomination between or among the Proposing Stockholder and any of its affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, (D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Proposing Stockholder’s notice by, or on behalf of, the Proposing Stockholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of

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share price changes for, or increase or decrease the voting power of the Proposing Stockholder or any of its affiliates or associates with respect to shares of stock of the Corporation, (E) a representation that the Proposing Stockholder is a holder of record of shares of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (F) a representation whether the Proposing Stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the election of the nominee and/or otherwise to solicit proxies from stockholders in support of such election and (G) and, with respect to (B), (C) and (D) above, a representation that the Proposing Stockholder will promptly notify the Corporation in writing of the same as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly disclosed. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.
(c)Other Stockholder Proposals. For all business other than director nominations, a Proposing Stockholder’s notice to the Secretary shall set forth as to each matter the Proposing Stockholder proposes to bring before the annual meeting or properly called special meeting, as the case may be: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) any other information relating to such stockholder and beneficial owner, if any, on whose behalf the proposal is being made, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, (iii) a description of all agreements, arrangements, or understandings between or among such Proposing Stockholder, or any affiliates or associates of such Proposing Stockholder, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such Proposing Stockholder or any affiliates or associates of such Proposing Stockholder, in such business, including any anticipated benefit therefrom to such Proposing Stockholder, or any affiliates or associates of such Proposing Stockholder and (iv) the information required by Section 2.11(b)(vi) above.
(d)Proxy Rules. The foregoing notice requirements of Section 2.11(c) shall be deemed satisfied by a stockholder with respect to inclusion in the proxy statement referenced below of a proposal with respect to business other than a nomination if the stockholder has notified the Corporation of his, her or its intention to present such proposal at an annual meeting in compliance with Rule 14a-8 under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.
(e)Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (x) by or at the direction of the Board or any committee thereof or (y) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.11 is delivered to the Secretary, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 2.11. If the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by this Section 2.10 shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or Public Disclosure of the date of the special meeting was made, whichever

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first occurs. In no event shall any adjournment or postponement of a special meeting, or the Public Disclosure thereof, commence a new time period (or extend any notice time period).
(f)Effect of Noncompliance. Notwithstanding anything in these Bylaws to the contrary: (i) no nominations shall be made or business shall be conducted at any annual meeting or special meeting except in accordance with the procedures set forth in this Section 2.11, and (ii) unless otherwise required by law, if a Proposing Stockholder intending to propose business or make nominations at an annual meeting or special meeting pursuant to this Section 2.11 does not provide the information required under this Section 2.11 to the Corporation in accordance with the applicable timing requirements set forth in these Bylaws, or the Proposing Stockholder (or a qualified representative of the Proposing Stockholder) does not appear at the meeting to present the proposed business or nominations, such business or nominations shall not be considered, notwithstanding that proxies in respect of such business or nominations may have been received by the Corporation.
(g)For purposes of this Section 2.11:
(i)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(ii)“Public Disclosure” shall mean a disclosure made in a press release reported by the Dow Jones News Services, The Associated Press or a comparable national news service or in a document filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
Section 2.12    Consent of Stockholders in Lieu of Meeting. Except as otherwise expressly provided by the terms of any series of preferred stock permitting the holders of such series of preferred stock to act by written consent, until such time as Danaher ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted. From and after such time as Danaher ceases to Beneficially Own shares of capital stock representing, in the aggregate, a majority of the total voting power of the outstanding shares of all classes of capital stock of the Corporation entitled to vote in elections of directors, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.
As used herein, “Danaher” shall mean Danaher Corporation, a Delaware corporation, any and all successors to Danaher Corporation by way of merger, consolidation or sale of all or substantially all of its assets, and any and all corporations, partnerships, joint ventures, limited liability companies, associations and other entities (A) in which Danaher Corporation owns, directly or indirectly, more than 50% of the outstanding voting stock, voting power, partnership interests or similar ownership interests, (B) of which Danaher Corporation otherwise directly or indirectly controls or directs the policies or operations or (C) that would be considered subsidiaries of Danaher Corporation within the meaning of Regulation S-K or Regulation S-X of the general rules and regulations under the Securities Act of 1933, as amended, now or hereafter existing; provided, however, that the term “Danaher” shall not include the Corporation or any entities (A) in which the Corporation owns, directly or indirectly, more than 50% of the outstanding voting stock, voting power, partnership interests or similar ownership interests, (B) of which the Corporation otherwise directly or indirectly controls or directs the policies or operations or (C) that would be considered subsidiaries of the Corporation within the meaning of Regulation S-K or Regulation S-X of the general rules and regulations under the Securities Act of 1933, as amended, now or hereafter existing;

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and the term “Beneficially Own” shall have the meaning set forth in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
Section 2.13    Inspectors at Meetings of Stockholders. The Board, by resolution, the Chair or Chief Executive Officer, in advance of any meeting of stockholders, shall appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by law, and shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board, the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a stockholder shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.
Section 3.02    Number; Term of Office. The number of directors of the Corporation shall be fixed from time to time by resolution of the Board but shall not be less than three (3) nor more than fifteen (15). The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. The term of the initial Class I directors shall terminate on the date of the annual meeting of stockholders to be held in 2020; the term of the initial Class II directors shall terminate on the date of the annual meeting of stockholders to be held in 2021; and the term of the initial Class III directors shall terminate on the date of the annual meeting of stockholders to be held in 2022 or, in each case, upon such director’s earlier death, resignation or removal. At each succeeding annual meeting of stockholders beginning with the annual meeting of stockholders to be held in 2020, successors to the class of directors whose term expires at that annual meeting shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election and until his or her respective successor has been duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class or from the removal from office, death, disability, resignation or disqualification of a director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director.

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Section 3.03    Newly Created Directorships and Vacancies. Subject to the terms of any one or more series of preferred stock entitled to elect directors, any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board shall be filled solely by a majority of the remaining members of the Board, although less than a quorum, or by a sole remaining director. A director appointed to fill a vacancy on the Board shall hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation or removal.
Section 3.04    Resignation and Removal of Directors. Any director may resign from the Board or any committee thereof at any time by notice given in writing or by electronic transmission to the Chair of the Board, the Chief Executive Officer or the Secretary of Corporation and, in the case of any committee, to the chair of such committee. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein specified, and acceptance of such resignation shall not be necessary to make it effective.
Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the total voting power of the Corporation’s then outstanding capital stock entitled to vote generally in the election of directors. Any director serving on a committee of the Board may be removed from such committee at any time by the Board.
Section 3.05    Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary for services as a director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for services as committee members.
Section 3.06    Regular Meetings. Regular meetings of the Board may be held without notice at such times and at such places as may be determined from time to time by the Board or its chair.
Section 3.07    Special Meetings. Special meetings of the Board may be held at such times and at such places as may be determined by the chair or the Chief Executive Officer at least twenty-four (24) hours’ notice to each director given by one of the means specified in Section 3.10 hereof other than by mail or on at least three (3) days’ notice if given by mail. Special meetings shall be called by the chair or the Chief Executive Officer in like manner and on like notice on the written request of a majority of the directors.
Section 3.08    Telephone Meetings. Unless otherwise provided in the Certification of Incorporation or the Bylaws, the Board or Board committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a director in a meeting pursuant to this Section 3.08 shall constitute presence in person at such meeting.
Section 3.09    Adjourned Meetings. A majority of the directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least twenty-four (24) hours’ notice of any adjourned meeting of the Board shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.10 hereof other than by mail, or at least three (3) days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.
Section 3.10    Notices. Subject to Section 3.07, Section 3.09 and Section 3.11 hereof, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation or these

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Bylaws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director’s address as it appears on the records of the Corporation, facsimile, e-mail or by other means of electronic transmission.
Section 3.11    Waiver of Notice. Whenever notice to directors is required by applicable law, the Certificate of Incorporation or these Bylaws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board or committee meeting need be specified in any waiver of notice.
Section 3.12    Organization. At each meeting of the Board, or any committee thereof, the chair, or in his or her absence, another director selected by the Board or the committee, as applicable, shall preside. Except as provided below, the Secretary shall act as secretary at each meeting of the Board and of each committee thereof. If the Secretary is absent from any meeting of the Board or any committee thereof, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting. Notwithstanding the foregoing, the members of each committee of the Board may appoint any person to act as secretary of any meeting of such committee and the Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve in such capacity.
Section 3.13    Quorum of Directors. The presence of a majority of the Board or any Board committee shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board or committee, as applicable.
Section 3.14    Action By Majority Vote. Except as otherwise expressly required by these Bylaws, the Certificate of Incorporation or by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.
Section 3.15    Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee in accordance with applicable law.
Section 3.16    Interested Directors; Quorum.
(a)No contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of the directors of the Corporation is a director or officer, or has a financial interest, shall be void or voidable, because the director is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because such director’s vote is counted for such purpose, if:
(i)the material facts as to such director’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested Directors be less than a quorum;
(ii)the material facts as to such director’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote

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thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
(iii)the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof, or the stockholders; and
(b)Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.
Section 3.17    Committees of the Board. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Subject to the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed for trading, if a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board provides otherwise, each committee designated by the Board may make, alter and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board conducts its business pursuant to this Article III. Notwithstanding anything to the contrary contained in this Article III, any resolution of the Board establishing or directing any committee of the Board or establishing or amending the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and any such resolution or charter, the terms of such resolution or charter shall be controlling.
ARTICLE IV
OFFICERS
Section 4.01    Positions and Election. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary, a Treasurer and such other officers with such other titles as the Board shall determine, including one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries. The Board may appoint such other officers as it may deem appropriate. Any two or more offices may be held by the same person. Officers may, but need not, be directors or stockholders of the Corporation. The salaries of all officers shall be shall be fixed by the Board.
Section 4.02    Term. Each officer of the Corporation shall hold office until such officer’s successor is duly elected and qualified or until such officer’s earlier death, resignation or removal. The Board may remove any officer at any time with or without cause by the majority vote of the members of the Board.
Section 4.03    Resignation. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon receipt unless such notice provides that the resignation is effective at some later time or upon the occurrence of some later event.

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Section 4.04    Vacancies. A vacancy occurring in any office shall be filled in the same manner as provided for the election or appointment to such office.
Section 4.05    Chief Executive Officer; President. Unless the Board has designated another person as the Corporation’s Chief Executive Officer, the President shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general charge and supervision of the business of the Corporation subject to the direction of the Board, and shall perform all duties and have all powers that are commonly incident to the office of chief executive or that are delegated to such officer by the Board. The President shall perform such other duties and shall have such other powers as the Board or the Chief Executive Officer (if the President is not the Chief Executive Officer) may from time to time prescribe.
Section 4.06    Vice Presidents. Each Vice President shall have such powers and perform such duties as may be assigned to him or her from time to time by the Board or the Chief Executive Officer (or the President if there is no Chief Executive Officer). The Board may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board.
Section 4.07    Secretary; Assistant Secretary. The Secretary, or an Assistant Secretary, shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board, and shall perform such other duties as may be assigned by the Board. The Secretary, or an Assistant Secretary, shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it and attest to the same.
Section 4.08    Treasurer; Assistant Treasurer. The Treasurer, or an Assistant Treasurer, shall have the custody of the corporate funds and other property of the Corporation, except as otherwise provided by the Board, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer, or an Assistant Treasurer, shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and whenever requested by the Board, shall render an account of all his or her transactions as treasurer and of the financial condition of the Corporation, and shall perform such other duties as may be assigned by the Board.
Section 4.09    Delegation of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding the provisions herein.
Section 4.10    Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, any President, any Vice President or any other officer authorized to do so by the Board and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board may, by resolution, from time to time confer like powers upon any other person or persons.
Section 4.11    Chair of the Board. The Board, in its discretion, may choose a Chair (who shall be a director but need not be elected as an officer). The Chair of the Board shall preside at all meetings of the stockholders, the Board. The Chair of the Board shall perform such other duties and may exercise such other powers as may from time to time be assigned by these Bylaws or by the Board.

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ARTICLE V
STOCK CERTIFICATES AND THEIR TRANSFER
Section 5.01    Certificates Representing Shares. The shares of stock of the Corporation shall be represented by certificates; provided that the Board may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the chair, any vice chair, the president or any vice president, and by the secretary, any assistant secretary, the treasurer or any assistant treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.
Section 5.02    Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the holder of record thereof, by such person’s attorney lawfully constituted in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.
Section 5.03    Transfer Agents and Registrars. The Board may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.
Section 5.04    Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate or uncertificated shares in place of any previously issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the Board may prescribe, including the presentation of reasonable evidence of such loss, theft or destructions and the giving of such indemnity and posting of such bond sufficient to indemnify the Corporation or the transfer agent or registrar against any claim that may be made against them.
Section 5.05    Dividend Record Date. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
Section 5.06    Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.
ARTICLE VI
GENERAL PROVISIONS
Section 6.01    Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal of the

12

Corporation shall be in such form as shall be approved by the Board. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board.
Section 6.02    Fiscal Year. Except as from time to time otherwise designated by the Board, the fiscal year of the Corporation shall end on December 31.
Section 6.03    Contracts. Except as otherwise provide in these Bylaws, the Board may authorize any officer or officers to enter into any contract or to execute or deliver any instrument on behalf of the Corporation and such authority may be general or limited to specific instances. Any officer so authorized may, unless the authorizing resolution otherwise provides, delegate such authority to one or more subordinate officers, employees or agents, and such delegation may provide for further delegation.
Section 6.04    Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board or by an officer or officers authorized by the Board to make such designation.
Section 6.05    Dividends. Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting of the Board (or any action by written consent in lieu thereof in accordance with Section 3.15), and may be paid in cash, in property, or in shares of the Corporation’s capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board may modify or abolish any such reserve.
Section 6.06    Conflict With Applicable Law or Certificate of Incorporation. These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.
ARTICLE VII
INDEMNIFICATION
Section 7.01    Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 7.03, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

13

Section 7.02    Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 7.03, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 7.03    Authorization of Indemnification. Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 7.01 or Section 7.02, as the case may be. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case. Any person seeking indemnification from the Corporation under this Article VII must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such person for which indemnity will or could be sought.
Section 7.04    Good Faith Defined. For purposes of any determination under Section 7.03, to the extent permitted by law, a person shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him or her by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 7.04 shall mean any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the Corporation as a director or officer. The provisions of this Section 7.04 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 7.01 or Section 7.02, as the case may be.
Section 7.05    Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 7.03, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 7.01 and Section 7.02. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standards of conduct set

14

forth in Section 7.01 or Section 7.02, as the case may be. Notice of any application for indemnification pursuant to this Section 7.05 shall be given to the Corporation promptly upon the filing of such application.
Section 7.06    Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VII (which undertaking shall be accepted without reference to the financial ability of the person to make such repayment); provided, however, that, with respect to persons who are not directors, no advancement of expenses shall be made under this Article VII if the Corporation shall determine that (i) such person did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, such person had reasonable cause to believe his or her conduct was unlawful. A director or officer seeking advancement of expenses shall submit to the Corporation a written request.
Section 7.07    Non-exclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 7.01 and Section 7.02 shall be made to the fullest extent permitted by law. The provisions of this Article VII shall not be deemed to preclude the indemnification of any person who is not specified in Section 7.01 or Section 7.02 but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.
Section 7.08    Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article VII.
Section 7.09    Certain Definitions for Purposes of Article VII. Terms used in this Article VII and defined in Section 145(h) or Section 145(i) of the General Corporation Law of the State of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) or Section 145(i).
Section 7.10    Limitations. Notwithstanding anything to the contrary in this Article VII, the Corporation shall not be required to indemnify any person pursuant to this Article VII in connection with a proceeding (or part thereof) initiated by that person unless (1) the initiation thereof was approved by the Board of Directors of the Corporation or (2) the initiation thereof was in connection with successfully establishing that person’s right to indemnification or advancement of expenses under this Article VII. Notwithstanding anything to the contrary in this Article VII, the Corporation shall not indemnify a person to the extent such person has been reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to a person and such person is subsequently reimbursed from the proceeds of insurance, such person shall promptly refund indemnification payments to the Corporation to the extent of such insurance reimbursement.
Section 7.11    Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. A right to indemnification and to advancement of expenses arising under

15

this Article VII shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.
Section 7.12    Savings Clause. If this Article VII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director or officer to the fullest extent permitted by any applicable portion of this Article VII that shall not have been invalidated.
ARTICLE VIII
AMENDMENTS
Section 8.01    Amendments. These Bylaws may be amended, altered, changed, adopted and repealed or new bylaws adopted by the Board or by the stockholders as expressly provided in the Certificate of Incorporation.


16
Exhibit 10.1







SEPARATION AGREEMENT
by and between
DANAHER CORPORATION
and
ENVISTA HOLDINGS CORPORATION
Dated as of September 19, 2019


1

TABLE OF CONTENTS
 
 
Page

ARTICLE I
 
 
 
DEFINITIONS AND INTERPRETATION
 
 
 
Section 1.1
General
3

Section 1.2
References; Interpretation
18

 
 
 
ARTICLE II
 
 
 
THE SEPARATION
 
 
 
Section 2.1
General
19

Section 2.2
Restructuring: Transfer of Assets; Assumption of Liabilities
19

Section 2.3
Treatment of Shared Contracts
20

Section 2.4
Intercompany Accounts, Loans and Agreements
21

Section 2.5
Limitation of Liability; Intercompany Contracts
21

Section 2.6
Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time
22

Section 2.7
Conveyancing and Assumption Instruments
23

Section 2.8
Further Assurances; Ancillary Agreements
24

Section 2.9
Novation of Liabilities; Indemnification
24

Section 2.10
Guarantees; Credit Support Instruments
26

Section 2.11
Disclaimer of Representations and Warranties
27

Section 2.12
Envista Financing Arrangements
28

Section 2.13
Cash Management; Consideration
28

 
 
 
ARTICLE III
 
 
 
THE IPO AND ACTIONS PENDING THE IPO; OTHER TRANSACTIONS
 
 
 
Section 3.1
The IPO
30

Section 3.2
Envista Cooperation
30

Section 3.3
Organizational Documents
30

Section 3.4
Directors
30

Section 3.5
Officers
31

Section 3.6
Resignations and Removals
31

Section 3.7
The Distribution or Other Disposition
31

 
 
 
ARTICLE IV
 
 
 
CERTAIN COVENANTS
 
 
 
Section 4.1
Cooperation
32

Section 4.2
Retained Names
32

Section 4.3
No Restriction on Competition
33

Section 4.4
No Hire and No Solicitation of Employees
33


i

Section 4.5
Corporate Opportunities
33

 
 
 
ARTICLE V
 
 
 
INDEMNIFICATION
Section 5.1
Release of Pre-IPO Claims
35

Section 5.2
Indemnification by Danaher
37

Section 5.3
Indemnification by Envista
37

Section 5.4
Procedures for Indemnification
37

Section 5.5
Cooperation in Defense and Settlement
39

Section 5.6
Indemnification Payments
40

Section 5.7
Indemnification Obligations Net of Insurance Proceeds and Other Amounts
40

Section 5.8
Contribution
41

Section 5.9
Additional Matters; Survival of Indemnities
41

Section 5.10
Environmental Matters
41

 
 
 
ARTICLE VI
 
 
 
PRESERVATION OF RECORDS; ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE
 
 
 
Section 6.1
Preservation of Corporate Records
43

Section 6.2
Access to Information
43

Section 6.3
Witness Services
45

Section 6.4
Reimbursement; Other Matters
45

Section 6.5
Confidentiality
45

Section 6.6
Privilege Matters
46

Section 6.7
Ownership of Information
48

Section 6.8
Personal Data
48

Section 6.9
Other Agreements
48

 
 
 
ARTICLE VII
 
 
 
FINANCIAL AND OTHER COVENANTS
 
 
 
Section 7.1
Disclosure and Financial Controls
49

Section 7.2
Auditors and Audits; Annual Statements and Accounting
53

Section 7.3
Envista Board Representation
55

Section 7.4
Committees
57

Section 7.5
Other Covenants
57

Section 7.6
Danaher Policies and Procedures
58

Section 7.7
Covenants Regarding the Incurrence of Indebtedness
59

Section 7.8
Applicability of Rights in the Event of an Acquisition of Envista
59

Section 7.9
Transfer of Danaher's Rights Under Article VII
59

 
 
 
 
 
 
 
 
 
 
 
 

ii

ARTICLE VIII
 
 
 
DISPUTE RESOLUTION
 
 
 
Section 8.1
Negotiation
60

Section 8.2
Arbitration
60

Section 8.3
Specific Performance
61

Section 8.4
Treatment of Arbitration
61

Section 8.5
Continuity of Service and Performance
61

Section 8.6
Consolidation
61

 
 
 
ARTICLE IX
 
 
 
INSURANCE
 
 
 
Section 9.1
Insurance Matters
63

Section 9.2
Certain Matters Relating to Danaher's Organizational Documents
65

 
 
 
Section 9.3
Indemnitor of First Resort
65

ARTICLE X
 
 
 
MISCELLANEOUS
 
 
 
Section 10.1
Entire Agreement; Construction
67

Section 10.2
Ancillary Agreements
67

Section 10.3
Counterparts
67

Section 10.4
Survival of Agreements
67

Section 10.5
Expenses
67

Section 10.6
Notices
68

Section 10.7
Waivers
68

Section 10.8
Assignment
68

Section 10.9
Successors and Assigns
69

Section 10.10
Termination and Amendment
69

Section 10.11
Payment Terms
69

Section 10.12
Subsidiaries
69

Section 10.13
Third Party Beneficiaries
69

Section 10.14
Title and Headings
69

Section 10.15
Exhibits and Schedules
70

Section 10.16
Governing Law
70

Section 10.17
Severability
70

Section 10.18
Public Announcements
70

Section 10.19
Interpretation
70

Section 10.20
No Duplication; No Double Recovery
70

Section 10.21
Tax Treatment of Payments
70

Section 10.22
No Waiver
71

Section 10.23
No Admission of Liability
71

Section 10.24
Advisors
71


iii

List of Exhibits
 
 
 
Exhibit A
 
Employee Matters Agreement
Exhibit B
 
Tax Matters Agreement
Exhibit C
 
Transition Services Agreement
Exhibit D
 
Intellectual Property Matters Agreement
Exhibit E
 
DBS License Agreement
Exhibit F
 
Registration Rights Agreement
Exhibit G
 
Amended and Restated Certificate of Corporation of Envista Holdings Corporation
Exhibit H
 
Amended and Restated Bylaws of Envista Holdings Corporation


iv

SEPARATION AGREEMENT
This SEPARATION AGREEMENT (this “Agreement”), dated as of September 19, 2019, is entered into by and between Danaher Corporation, a Delaware corporation (“Danaher”), and Envista Holdings Corporation, a Delaware corporation and a wholly owned subsidiary of Danaher (“Envista”). “Party” or “Parties” means Danaher or Envista, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in Section 1.1.
W I T N E S S E T H:
WHEREAS, Danaher, acting through its direct and indirect Subsidiaries, currently conducts the Danaher Retained Business and the Envista Business;
WHEREAS, the Board of Directors of Danaher (the “Danaher Board”) has determined that it is appropriate, desirable and in the best interests of Danaher and its stockholders to separate Danaher into two separate, publicly traded companies, one for each of (i) the Danaher Retained Business, which shall be owned and conducted, directly or indirectly, by Danaher and its Subsidiaries (other than Envista and its Subsidiaries) and (ii) the Envista Business, which shall be owned and conducted, directly or indirectly, by Envista and its Subsidiaries;
WHEREAS, in order to effect such separation, the Danaher Board has determined that it is appropriate, desirable and in the best interests of Danaher and its stockholders for Danaher to undertake the Internal Reorganization and, in connection therewith, effect the Contribution to Envista;
WHEREAS, the Danaher Board has further determined that it is appropriate and desirable, on the terms and conditions contemplated hereby, for Envista to make an offer and sale to the public of shares of Common Stock, pursuant to a registration statement on Form S-1, as more fully described in this Agreement and the Ancillary Agreements (the “IPO”);
WHEREAS, after the IPO, Danaher may (i) transfer shares of Common Stock to holders of shares of Danaher Common Stock by means of one or more distributions by Danaher to holders of Danaher Common Stock of shares of Common Stock, one or more offers to holders of Danaher Common Stock to exchange their Danaher Common Stock for shares of Common Stock, or any combination thereof (the “Distribution”), (ii) effect a disposition of its Common Stock pursuant to one or more public offering(s) or private transaction(s), (iii) transfer, exchange or otherwise dispose of shares of Common Stock in one or more transactions (together with the transactions set forth in clause (ii), the “Other Disposition”) and/or (iv) continue to hold its interest in shares of Common Stock;
WHEREAS, (i) the Danaher Board has (x) determined that the transactions contemplated by this Agreement and the Ancillary Agreements have a valid business purpose, are in furtherance of and consistent with its business strategy and are in the best interests of Danaher and its stockholders and (y) approved this Agreement and each of the Ancillary Agreements and (ii) the Board of Directors of Envista (the “Envista Board”) has approved this Agreement and each of the Ancillary Agreements (to the extent Envista is a party thereto);
WHEREAS, the Parties desire to set forth the principal corporate transactions required to effect the Contribution, the Internal Reorganization, the IPO, and the Distribution or Other Disposition, if effected (collectively, the “Transactions”), and certain other agreements relating to the relationship of Danaher and Envista and their respective Subsidiaries following the IPO;
WHEREAS, it is the intention of the Parties that the Contribution and the Distribution, if effected, taken together, will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”); and
WHEREAS, this Agreement is intended to be a “plan of reorganization” within the meaning of Treas. Reg. Section 1.368-2(g).

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NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:


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ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1    General. As used in this Agreement, the following terms shall have the following meanings:
(1)“AAA” shall have the meaning set forth in Section 8.2.
(2)“Action” shall mean any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal.
(3)“Affiliate” shall mean, 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. It is expressly agreed that, from and after the Effective Time, solely for purposes of this Agreement, (i) no member of the Envista Group shall be deemed an Affiliate of any member of the Danaher Group and (ii) no member of the Danaher Group shall be deemed an Affiliate of any member of the Envista Group.
(4)“Agreement” shall have the meaning set forth in in the Preamble.
(5)“Ancillary Agreements” shall mean the Transition Services Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the Intellectual Property Matters Agreement, the DBS License Agreement, the Registration Rights Agreement, the lease agreements for the sites set forth in Schedule 1.1(5), any Continuing Arrangements, any and all Conveyancing and Assumption Instruments, and any other agreements to be entered into by and between any member of the Danaher Group, on one hand, and any member of the Envista Group, on the other hand, at, prior to or after the Effective Time in connection with the IPO and the Distribution or Other Disposition, if effected.
(6)“Annual Financial Statements” shall have the meaning set forth in Section 7.1(e).
(7)“Applicable Period” shall have the meaning set forth in Section 7.2.
(8)“Arbitral Tribunal” shall have the meaning set forth in Section 8.2(a).
(9)“Assets” shall mean all rights (including Intellectual Property), title and ownership interests in and to all properties, claims, Contracts, businesses, or assets (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible or intangible, whether accrued, contingent or otherwise, in each case, whether or not recorded or reflected on the books and records or financial statements of any Person. Except as otherwise specifically set forth herein or in the Tax Matters Agreement, the rights and obligations of the Parties with respect to Taxes shall be governed by the Tax Matters Agreement and, therefore, Taxes (including any Tax items, attributes or rights to receive any Tax Refunds (as defined in the Tax Matters Agreement)) shall not be treated as Assets.
(10)“Asset Transferors” shall mean the entities transferring Assets to Envista or Danaher, as the case may be, or one of their respective Subsidiaries in order to consummate the transactions contemplated hereby.
(11)“Assume” shall have the meaning set forth in Section 2.2(c); and the terms “Assumed” and “Assumption” shall have their correlative meanings.

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(12)“Beneficially Own” shall have the meaning set forth in Section 13(d) of the Exchange Act and the rules and regulations thereunder.
(13)“Business” shall mean the Danaher Retained Business or the Envista Business, as applicable.
(14)“Business Day” shall mean any day other than Saturday or Sunday and any other day on which commercial banking institutions located in New York, New York are required, or authorized by Law, to remain closed.
(15)“Business Entity” shall mean any corporation, partnership, limited liability company, joint venture or other entity which may legally hold title to Assets.
(16)“Bylaws” shall have the meaning set forth in Section 3.3.
(17)“Cash Equivalents” shall mean (i) cash and (ii) checks, certificates of deposit having a maturity of less than one year, money orders, marketable securities, money market funds, commercial paper, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Entity, minus the amount of any outbound checks, plus the amount of any deposits in transit.
(18)“Charter” shall have the meaning set forth in Section 3.3.
(19)“Common Stock” shall mean the Common Stock, par value $0.01 per share, of Envista.
(20)“Code” shall have the meaning set forth in the Recitals.
(21)“Commission” shall mean the United States Securities and Exchange Commission.
(22)“Company Policies” shall mean all insurance policies, insurance contracts and claim administration contracts of any kind of any member of the Danaher Group, which are in effect at the Effective Time, except all insurance policies, insurance contracts and claim administration contracts established in contemplation of the IPO to cover any member of the Envista Group after the Effective Time.
(23)“Confidential Information” shall mean all non-public, confidential or proprietary Information to the extent concerning a Party, its Group and/or its Subsidiaries or with respect to Envista, the Envista Business, any Envista Assets or any Envista Liabilities or with respect to Danaher, the Danaher Retained Business, any Danaher Retained Assets or any Danaher Liabilities, including any such Information that was acquired by any Party after the Effective Time pursuant to Article VI or otherwise in accordance with this Agreement, or that was provided to a Party by a third party in confidence, including (a) any and all technical information relating to the design, operation, testing, test results, development, and manufacture of any Party’s product (including product specifications and documentation; engineering, design, and manufacturing drawings, diagrams, and illustrations; formulations and material specifications; laboratory studies and benchmark tests; quality assurance policies procedures and specifications; evaluation and/validation studies; assembly code, software, firmware, programming data, databases, and all information referred to in the same); product costs, margins and pricing; as well as product marketing studies and strategies; all other methodologies, procedures, techniques and Know-How related to research, engineering, development and manufacturing; (b) information, documents and materials relating to the Party’s financial condition, management and other business conditions, prospects, plans, procedures, infrastructure, security, information technology procedures and systems, and other business or operational affairs; (c) pending unpublished patent applications and trade secrets; and (d) any other data or documentation resident, existing or otherwise provided in a database or in a storage medium, permanent or temporary, intended for confidential, proprietary and/or privileged use by a Party; except for any Information that is (i) in the public domain or known to the public through no fault of the receiving Party or its Subsidiaries, (ii) lawfully acquired after the Effective Time by such Party or its Subsidiaries from other sources not known to be subject to confidentiality obligations with respect to such Information

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or (iii) independently developed by the receiving Party after the Effective Time without reference to any Confidential Information. As used herein, by example and without limitation, Confidential Information shall mean any information of a Party intended or marked as confidential, proprietary and/or privileged.
(24)“Consents” shall mean any consents, waivers, notices, reports or other filings to be obtained from or made, including with respect to any Contract, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any third parties, including any third party to a Contract and any Governmental Entity.
(25)“Consideration” shall have the meaning set forth in Section 2.13(b).
(26)“Continuing Arrangements” shall mean:
(i)those arrangements set forth on Schedule 1.1(26)(i);
(ii)this Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement or any Ancillary Agreement to be entered into or continued by any of the Parties or any of the members of their respective Groups);
(iii)any Contracts or intercompany accounts solely between or among members of the Envista Group;
(iv)any Contracts between: (i) a Subsidiary of Danaher that is in the business of selling or buying products or services to or from third parties; and (ii) a member of the Envista Group, and which Contract is related primarily to the provision or purchase of such products or services and was or is entered into in the ordinary course of business and on arms’-length terms; and
(v)such other commercial arrangements among the Parties that are intended to survive and continue following the Effective Time; provided that none of the intercompany Contracts set forth on Schedule 1.1(26)(v) shall be deemed to be Continuing Arrangements, it being understood that Schedule 1.1(26)(v) is not intended to be an exclusive list of arrangements that are to be terminated at the Effective Time; provided, however, that for the avoidance of doubt, Continuing Arrangements shall not be Third Party Agreements.
(27)“Contract” shall mean any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).
(28)“Contribution” shall mean the Transfer, directly or indirectly, of Assets from Danaher or its Subsidiaries to Envista or its Subsidiaries and the Assumption of Liabilities, directly or indirectly, by Envista or its Subsidiaries pursuant to the Internal Reorganization or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement.
(29)“Conveyancing and Assumption Instruments” shall mean, collectively, the various Contracts, including the related local asset transfer agreements and local stock transfer agreements, and other documents entered into prior to the Effective Time and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.
(30)“Credit Support Instruments” shall mean any letters of credit, performance bonds, surety bonds (including, with respect to the surety bonds, letters of credit and performance bonds set forth on Schedule 1.1(30), the allocable portion of the surety bonds, letters of credit and performance bonds as set forth on Schedule 1.1(30)), bankers acceptances, or other similar arrangements.
(31)“Danaher” shall have the meaning set forth in in the Preamble.

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(32)“Danaher Annual Statements” shall have the meaning set forth in Section 7.1(e).
(33)“Danaher Asset Transferee” shall mean any Business Entity that is or will be a member of the Danaher Group or a Subsidiary of Danaher to which Danaher Retained Assets shall be or have been transferred at or prior to the Effective Time, or which is contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Effective Time, by an Asset Transferor in order to consummate the transactions contemplated hereby.
(34)“Danaher Auditors” shall have the meaning set forth in Section 7.2(b).
(35)“Danaher Board” shall have the meaning set forth in the Recitals.
(36)“Danaher Common Stock” shall mean the common stock of Danaher, par value $0.01 per share.
(37)“Danaher CSIs” shall have the meaning set forth in Section 2.10(d).
(38)“Danaher Designee” shall have the meaning set forth in Section 7.3(a).
(39)“Danaher D&O Indemnitees” shall have the meaning set forth in Section 9.3.
(40)“Danaher Former Business” shall mean any Former Business (other than the Envista Business or the Envista Former Businesses) that, at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, was primarily managed by or associated with the Danaher Retained Business as then conducted.
(41)“Danaher Group” shall mean (i) Danaher, the Danaher Retained Business and each Person that is a direct or indirect Subsidiary of Danaher as of immediately following the Effective Time and (ii) each Business Entity that becomes a Subsidiary of Danaher after the Effective Time.
(42)“Danaher Group Landlord Property” shall mean any real properties owned by the Danaher Group as to which the Envista Group will enter into a lease or other agreement with a member of the Danaher Group to conduct business operations after the Effective Time. A non-exclusive list of the Danaher Group Landlord Property is set forth on Schedule 1.1(42).
(43)“Danaher Indemnitees” shall mean each member of the Danaher Group and each of their respective Affiliates from and after the Effective Time and each member of the Danaher Group’s and such Affiliates’ respective current, former and future directors, officers, employees and agents (solely in their respective capacities as current, former and future directors, officers, employees or agents of any member of the Danaher Group or their respective Affiliates) and each of the heirs, executors, successors and assigns of any of the foregoing, except, for the avoidance of doubt, the Envista Indemnitees.
(44)“Danaher Indemnitors” shall have the meaning set forth in Section 9.3.
(45)“Danaher Personal Data” shall mean Personal Data of the Danaher Group that is used in or by, or otherwise related to, any Danaher Retained Business.
(46)“Danaher Public Filings” shall have the meaning set forth in Section 7.1(l).
(47)“Danaher Released Liabilities” shall have the meaning set forth in Section 5.1(a)(i).
(48)“Danaher Retained Assets” shall mean:
(i)the Assets listed or described on Schedule 1.1(48) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by Danaher or any other member of the Danaher Group, including for the avoidance of doubt all Danaher Retained IP;

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(ii)any and all Assets that are owned, leased or licensed, at or prior to the Effective Time, by Danaher and/or any of its Subsidiaries, that are not Envista Assets; and
(iii)any and all Assets that are acquired or otherwise becomes an Asset of the Danaher Group after the Effective Time.
(49)“Danaher Retained Business” shall mean (i) those businesses operated by the Danaher Group prior to the Effective Time other than the Envista Business, (ii) those Business Entities or businesses acquired or established by or for any member of the Danaher Group after the Effective Time, and (iii) any Danaher Former Business; provided that Danaher Retained Business shall not include any Envista Former Business or Envista Former Real Property.
(50)“Danaher Retained IP” shall mean (i) all Intellectual Property of the Danaher Group or the Envista Group other than Envista Intellectual Property, (ii) any Intellectual Property licensed to Envista pursuant to the Ancillary Agreements, including DBS, and (iii) the Danaher Retained Names.
(51)“Danaher Retained Liabilities” shall mean:
(i)any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by Danaher or any other member of the Danaher Group, and all agreements, obligations and other Liabilities of Danaher or any member of the Danaher Group under this Agreement or any of the Ancillary Agreements;
(ii)any and all Liabilities of a member of the Danaher Group to the extent relating to, arising out of or resulting from any Danaher Retained Assets (other than Liabilities arising under any Shared Contracts to the extent such Liabilities relate to the Envista Business);
(iii)the Liabilities listed on Schedule 1.1(51); and
(iv)any and all Liabilities of Danaher and each of its Subsidiaries that are not Envista Liabilities.
Notwithstanding the foregoing, the Danaher Retained Liabilities shall not include any Liabilities for Taxes that are governed by the Tax Matters Agreement.
(52)“Danaher Retained Names” shall mean the names and marks set forth in Schedule 1.1(52), and any Trademarks containing or comprising any of such names or marks, and any Trademarks derivative thereof or confusingly similar thereto, or any telephone numbers or other alphanumeric addresses or mnemonics containing any of the foregoing names or marks.
(53)“Danaher Transferee” shall have the meaning set forth in Section 7.9.
(54)“Data Controller” shall have the meaning of the term “controller” set forth in the GDPR.
(55)“Data Protection Laws” shall mean any and all Laws concerning the privacy, protection and security of personal information Laws throughout the world, including the GDPR and any national law supplementing the GDPR (such as, in the United Kingdom, the Data Protection Act 2018), and any regulations, or regulatory requirements, guidance and codes of practice applicable to the Processing of Personal Data (as amended and/or replaced from time to time).
(56)“DBS” shall mean the Danaher Business System in existence as of the Effective Time, which is a set of proprietary tools, processes, methodologies, practices, related training materials, and related Know-How that are designed to continuously improve business management and performance in the areas of quality, delivery, cost, growth and innovation.
(57)“DBS License Agreement” shall mean the DBS License Agreement by and between Danaher and Envista, in the form attached hereto as Exhibit E.

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(58)“Decision on Interim Relief” shall have the meaning set forth in Section 8.2(d).
(59)“Disposition Date” shall mean the date upon which the Danaher Group ceases to Beneficially Own, in the aggregate, a majority of the total voting power of the then outstanding shares of Envista Voting Stock with respect to the election of directors of the Envista Board.
(60)“Dispute Notice” shall have the meaning set forth in Section 8.1.
(61)“Disputes” shall have the meaning set forth in Section 8.1.
(62)“Distribution” shall have the meaning set forth in the Recitals.
(63)“Effective Date” shall mean the date of the closing of the IPO.
(64)“Effective Time” shall mean 12:01 a.m., New York time, on the Effective Date.
(65)“Employee Matters Agreement” shall mean the Employee Matters Agreement by and between Danaher and Envista, in the form attached hereto as Exhibit A.
(66)“Environmental Laws” shall mean all Laws relating to pollution or protection of human health or safety or the environment, including Laws relating to the exposure to, or Release, threatened Release or the presence of Hazardous Substances, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Substances and all Laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances, and all laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources.
(67)“Environmental Liabilities” shall mean Liabilities relating to Environmental Law or the Release or threatened Release of or exposure to Hazardous Substances, including, without limitation, the following: (i) actual or alleged violations of or non-compliance with any Environmental Law, including a failure to obtain, maintain or comply with any Environmental Permits; (ii) obligations arising under or pursuant to any applicable Environmental Law or Environmental Permit; (iii) the presence of Hazardous Substances or the introduction of Hazardous Substances to the environment at, in, on, under or migrating from any of the building, facility, structure or real property, including Liabilities relating to, resulting from or arising out of the investigation, remediation, or monitoring of such Hazardous Substances; (iv) natural resource damages, property damages, personal or bodily injury or wrongful death relating to the presence of or exposure to Hazardous Substances (including asbestos-containing materials), at, in, on, under or migrating to or from any building, facility, structure or real property; (v) the transport, disposal, recycling, reclamation, treatment or storage, Release or threatened Release of Hazardous Substances at Off-Site Locations; and (vi) any agreement, decree, judgment, or order relating to the foregoing. The term “Environmental Liabilities” does not include Liabilities arising in connection with claims for injuries to persons or property from products sold by or services provided by the Envista Group, the Danaher Group or their predecessors, including claims related to exposure to asbestos with respect to such products or services.
(68)“Environmental Permit” shall mean any permit, license, approval or other authorization under any applicable Law or of any Governmental Entity relating to Environmental Laws or Hazardous Substances.
(69)“Envista” shall have the meaning set forth in the Preamble.
(70)“Envista Asset Transferee” shall mean any Business Entity that is or will be a member of the Envista Group or a Subsidiary of Envista to which Envista Assets shall be or have been transferred at or prior to the Effective Time, or which is contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Effective Time, by an Asset Transferor in order to consummate the transactions contemplated hereby.

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(71)“Envista Assets” shall mean, without duplication:
(i)all interests in the capital stock of, or any other equity interests in, the members of the Envista Group (other than Envista) held, directly or indirectly, by Danaher immediately prior to the Effective Time;
(ii)the equity interests in the entities set forth on Schedule 1.1(71)(ii) held, directly or indirectly, by Danaher immediately prior to the Effective Time;
(iii)the Assets set forth on Schedule 1.1(71)(iii) (which for the avoidance of doubt is not a comprehensive listing of all Envista Assets and is not intended to limit other clauses of this definition of “Envista Assets”);
(iv)any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which have been or are to be Transferred to or retained by any member of the Envista Group;
(v)any and all Assets (other than Cash Equivalents, which shall be governed solely by Section 2.13, and Assets listed on Schedule 1.1(71)(v)) reflected on the Envista Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for Envista or any member of the Envista Group subsequent to the date of the Envista Balance Sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on the Envista Balance Sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of the Envista Balance Sheet;
(vi)all rights, title and interest in and to the owned real property set forth on Schedule 1.1(71)(vi) and other real property primarily related to the Envista Business, including all land and land improvements, structures, buildings and building improvements, other improvements and appurtenances located thereon (the “Envista Owned Real Property”);
(vii)all rights, title and interest in, and to and under the leases or subleases of the real property set forth on Schedule 1.1(71)(vii) and other leases primarily related to Envista Business, including, to the extent provided for in the Envista leases, any land and land improvements, structures, buildings and building improvements, other improvements and appurtenances (the “Envista Leased Real Property”);
(viii)all Contracts primarily related to the Envista Business and any rights or claims arising thereunder, including any Contracts set forth on Schedule 1.1(71)(viii) (the “Envista Contracts”);
(ix)Intellectual Property exclusively related to the Envista Business, including the Intellectual Property applications and registrations set forth on Schedule 1.1(71)(ix) (the “Envista Intellectual Property”), subject to the Intellectual Property Matters Agreement;
(x)all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity and are held by a member of the Envista Group, or to the extent transferable, relate primarily to or , are used primarily in the Envista Business (other than to the extent that any member of the Danaher Group benefits from such licenses, permits, registrations, approvals and authorizations in connection with the Danaher Retained Business);
(xi)all Information exclusively related to, or exclusively used in, the Envista Business;
(xii)excluding any Intellectual Property (which is addressed in Section 1.1(71)(ix) above), the IT Assets that are primarily used or primarily held for use in the Envista Business, including the IT Assets listed on Schedule 1.1(71)(xii) (“Envista IT Assets”);

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(xiii)all office equipment and furnishings located at the physical site of which the ownership or a leasehold or sub leasehold interest is being transferred to or retained by a member of the Envista Group, and which as of the Effective Time is not subject to a lease or sublease back to a member of the Danaher Group (excluding any office equipment and furnishings owned by persons other than Danaher and its Subsidiaries);
(xiv)subject to Article IX, any rights of any member of the Envista Group under any insurance policies held solely by one or more members of the Envista Group and which provide coverage solely to one or more members of the Envista Group (excluding any insurance policies issued by any captive insurance company of the Danaher Group); and
(xv)all other Assets (other than any Assets relating to the Intellectual Property, Envista Owned Real Property, Envista Group Landlord Property, Envista Leased Real Property, or Assets that are of the type that would be listed in clauses (vi), (vii) and (ix) through (xiv)) that are held by the Envista Group or the Danaher Group immediately prior to the Effective Time and that are primarily used and primarily held for use in the Envista Business as conducted immediately prior to the Effective Time (the intention of this clause (xv) is only to rectify an inadvertent omission of transfer or assignment of any Asset that, had the Parties given specific consideration to such Asset as of the date of this Agreement, would have otherwise been classified as an Envista Asset based on the principles of this Section 1.1(71)); provided that no Asset shall be an Envista Asset solely as a result of this clause (xv) unless a written claim with respect thereto is made by Envista on or prior to the date that is eighteen (18) months after the Effective Time.
Notwithstanding anything to the contrary herein, the Envista Assets shall not include (i) any Assets that are expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Danaher Group (including all Danaher Retained Assets), (ii) any Assets governed by the Tax Matters Agreement or (iii) any Assets that are expressly listed on Schedule 1.1(48).
(72)“Envista Auditors” shall have the meaning set forth in Section 7.2(a).
(73)“Envista Balance Sheet” shall mean Envista’s unaudited pro forma combined condensed balance sheet, including the notes thereto, as of June 28, 2019, as included in the IPO Registration Statement.
(74)“Envista Board” shall have the meaning set forth in the Recitals.
(75)“Envista Business” shall mean the businesses comprising of Danaher’s Dental segment, including the businesses and operations conducted prior to the Effective Time by any member of the Envista Group and any other businesses or operations conducted primarily through the use of the Envista Assets, as such businesses are described in the IPO Registration Statement, or established by or for Envista or any of its Subsidiaries after the Effective Time and shall include the Envista Former Businesses; provided that, other than any Envista Former Businesses listed on Schedule 1.1(81), the Envista Business shall not include any Danaher Former Business.
(76)“Envista Common Stock” shall mean the Common Stock.
(77)“Envista Debt Obligations” shall mean all Indebtedness of Envista or any other member of the Envista Group.
(78)“Envista Disclosure” shall mean any form, statement, schedule or other material (other than the IPO Disclosure Documents) filed with or furnished to the Commission, including in connection with Envista’s obligations under the Securities Act and the Exchange Act, any other Governmental Entity, or holders of any securities of any member of the Envista Group, in each case, on or after the Effective Date by or on behalf of any member of the Envista Group in connection with the registration, sale, or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

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(79)“Envista Environmental Liabilities” shall mean any and all Environmental Liabilities, whether arising before, at or after the Effective Time, to the extent relating to or resulting from or arising out of (i) the past, present or future operation, conduct or actions of the Envista Group, Envista Business or the past, present or future use of the Envista Assets or (ii) the Envista Former Businesses or Envista Former Real Property, including, without limitation, any agreement, decree, judgment, or order relating to the foregoing entered into by Danaher or any Affiliate of Danaher prior to the Effective Time, but in any event excluding the Excluded Environmental Liabilities.
(80)“Envista Financing Arrangements” shall mean the financing arrangements described on Schedule 1.1(80).
(81)“Envista Former Businesses” shall mean (i) any Former Business that, at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, was (a) primarily managed by or associated with the Envista Business as then conducted or (b) part of a business the majority of which as of the Effective Date is or was transferred to Envista and (ii) the Former Businesses set forth on Schedule 1.1(81), whether or not such Former Business would meet the standard set forth in sub-clause (i) of this definition.
(82)“Envista Former Real Property” shall mean any real property that at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, was primarily owned, leased or operated in connection with the Envista Business or any of the Envista Former Businesses.
(83)“Envista Group” shall mean Envista and each Person that is a direct or indirect Subsidiary of Envista as of the Effective Time (but after giving effect to the Internal Reorganization), and each Person that becomes a Subsidiary of Envista after the Effective Time.
(84)“Envista Group Landlord Property” shall mean the Envista Owned Real Property as to which the Danaher Group will enter into a lease or other agreement to conduct business operations after the Effective Time. A non-exclusive list of the Envista Group Landlord Property is set forth on Schedule 1.1(84).
(85)“Envista Indemnitees” shall mean each member of the Envista Group and each of their respective Affiliates from and after the Effective Time and each member of the Envista Group’s and such respective Affiliates’ respective current, former and future directors, officers, employees and agents (solely in their respective capacities as current, former and future directors, officers, employees or agents of any member of the Envista Group or their respective Affiliates) and each of the heirs, administrators, executors, successors and assigns of any of the foregoing, except, for the avoidance of doubt, the Danaher Indemnitees.
(86)“Envista Liabilities” shall mean:
(i)any and all Liabilities to the extent relating to, arising out of or resulting from (a) the operation or conduct of the Envista Business, as conducted at any time prior to, at or after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Envista Group and any and all Liability relating to, arising out of or resulting from any unclaimed property); (b) the operation or conduct of any business conducted by any member of the Envista Group at any time after the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Envista Group and any and all Liability relating to, arising out of or resulting from any unclaimed property); or (c) any Envista Asset, whether arising before, at or after the Effective Time (including any

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Liability relating to, arising out of or resulting from Envista Contracts, Shared Contracts (to the extent such Liability relates to the Envista Business) and any real property and leasehold interests):
(ii)the Liabilities set forth on Schedule 1.1(86)(ii) and any and all other Liabilities that are expressly provided by this Agreement or any of the Ancillary Agreements as Liabilities to be assumed by Envista or any other member of the Envista Group, and all agreements, obligations and Liabilities of Envista or any other member of the Envista Group under this Agreement or any of the Ancillary Agreements;
(iii)any and all Liabilities reflected on the Envista Balance Sheet (other than those in Schedule 1.1(86)(iii)) or the accounting records supporting such balance sheet and any Liabilities incurred by or for Envista or any member of the Envista Group subsequent to the date of the Envista Balance Sheet which, had they been so incurred on or before such date, would have been reflected on the Envista Balance Sheet if prepared on a consistent basis, subject to any discharge of any of such Liabilities subsequent to the date of the Envista Balance Sheet;
(iv)any and all Liabilities to the extent relating to, arising out of, or resulting from, whether prior to, at or after the Effective Time, any infringement, misappropriation or other violation of any Intellectual Property of any other Person related to the conduct of the Envista Business;
(v)any and all Envista Environmental Liabilities;
(vi)any and all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from (A) the IPO Disclosure Documents or (B) any Envista Disclosure;
(vii)for the avoidance of doubt, and without limiting any other matters that may constitute Envista Liabilities, any Liabilities relating to, arising out of or resulting from any Action primarily related to the Envista Business, including all Actions listed on Schedule 1.1(86)(vii);
(viii)any product liability claims or other claims of third parties, including any and all product liabilities, whether such product liabilities are known or unknown, contingent or accrued, relating to loss of life or injury to persons due to exposure to asbestos prior to, at or after the Effective Time, primarily relating to, arising out of or resulting from any product developed, designed, manufactured, marketed, distributed, leased or sold by the Envista Business;
(ix)all Liabilities relating to, arising out of or resulting from any Indebtedness of any member of the Envista Group or any Indebtedness secured exclusively by any of the Envista Assets; and
(x)any and all other Liabilities that are held by the Envista Group or the Danaher Group immediately prior to the Effective Time that were inadvertently omitted or assigned that, had the parties given specific consideration to such Liability as of the date of this Agreement, would have otherwise been classified as an Envista Liability based on the principles set forth in this Section 1.1(86); provided, that no Liability shall be an Envista Liability solely as a result of this clause (x) unless a claim with respect thereto is made by Danaher on or prior to the date that is eighteen (18) months after the Effective Time.
Notwithstanding the foregoing, the Envista Liabilities shall not include any Liabilities that are (A) expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be Assumed by any member of the Danaher Group, (B) expressly discharged pursuant to Section 2.4(c) of this Agreement or (C) Danaher Retained Liabilities.
(87)“Envista Non-Voting Stock” shall mean any class or series of Envista’s capital stock, and any warrant, option or right in such stock, other than the Envista Voting Stock.

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(88)“Envista Personal Data” shall mean Personal Data of the Envista Group that is used in or by, or otherwise related to, any Envista Business.
(89)“Envista Public Documents” shall have the meaning set forth in Section 7.1(h).
(90)“Envista Released Liabilities” shall have the meaning set forth in Section 5.1(a)(ii).
(91)“Envista Securities” shall mean any Envista capital stock and any rights, warrants or options to acquire Envista capital stock (including, without limitation, securities convertible into or exchangeable for Envista capital stock).
(92)“Envista Voting Stock” shall mean all classes and series of the capital stock of Envista entitled to vote generally with respect to the election of directors.
(93)“Excess Director Number” shall have the meaning set forth in Section 7.3(d).
(94)“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.
(95)“Excluded Environmental Liabilities” shall mean any and all Environmental Liabilities whether arising before, at or after the Effective Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Danaher Retained Business.
(96)“Final Determination” shall have the meaning set forth in the Tax Matters Agreement.
(97)“Financial Delivery Practices” shall have the meaning set forth in Section 7.1(c).
(98)“Financial Statements” shall mean the Annual Financial Statements and Quarterly Financial Statements, collectively.
(99)“Former Business” shall mean any corporation, partnership, entity, division, business unit or business (in each case, including any assets and liabilities comprising the same) that has been sold, conveyed, assigned, transferred, spun-off, split-off or otherwise disposed of or divested (in whole or in part) to a Person or Persons that is not a member of the Envista Group or the Danaher Group or the operations, activities or production of which has been discontinued, abandoned, completed or otherwise terminated (in whole or in part), in each case, prior to the Effective Time.
(100)“GAAP” shall mean accounting principles generally accepted in the United States of America, applied on a basis consistent within the Financial Statements.
(101)“GDPR” shall mean the General Data Protection Regulation (EU) 2016/679.
(102)“Government Official” shall mean (i) any elected or appointed governmental official (e.g., a member of a ministry of health), (ii) any employee or person acting for or on behalf of a governmental official, agency or enterprise performing a governmental function, (iii) any candidate for public office, political party officer, employee or person acting for or on behalf of a political party or candidate for public office or (iv) any person otherwise categorized as a Government Official under local Law. As used in this definition, “Government” is meant to include all levels and subdivisions of U.S. and non-U.S. governments (i.e., local, regional or national and administrative, legislative or executive).
(103)“Governmental Approvals” shall mean any notices or reports to be submitted to, or other registrations or filings to be made with, or any consents, approvals, licenses, permits or authorizations to be obtained from, any Governmental Entity.
(104)“Governmental Entity” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign, multinational, or supranational exercising executive, legislative,

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judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.
(105)“Group” shall mean (i) with respect to Danaher, the Danaher Group and (ii) with respect to Envista, the Envista Group.
(106)“Hazardous Substances” shall mean (a) any substances defined, listed, classified or regulated as “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants,” “wastes,” “radioactive materials,” “petroleum,” “oils” or designations of similar import under any Environmental Law, or (b) any other chemical, material or substance that is regulated or for which liability can be imposed under any Environmental Law.
(107)“Indebtedness” shall mean, with respect to any Person, (i) the principal amount, prepayment and redemption premiums and penalties (if any), unpaid fees and other monetary obligations in respect of any indebtedness for borrowed money, whether short term or long term, and all obligations evidenced by bonds, debentures, notes, other debt securities or similar instruments, (ii) any indebtedness arising under any capital leases (excluding, for the avoidance of doubt, any real estate leases), whether short term or long term, (iii) all liabilities secured by any Security Interest on any assets of such Person, (iv) all liabilities under any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements, (v) all liabilities under any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement or other similar agreement designed to protect such Person against fluctuations in interest rates, (vi) all interest bearing indebtedness for the deferred purchase price of property or services, (vii) all liabilities under any Credit Support Instruments, (viii) all interest, fees and other expenses owed with respect to indebtedness described in the foregoing clauses (i) through (vii), and (ix) without duplication, all guarantees of indebtedness referred to in the foregoing clauses (i) through (viii).
(108)“Indemnifiable Loss” and “Indemnifiable Losses” shall mean any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder).
(109)“Indemnifying Party” shall have the meaning set forth in Section 5.4(a).
(110)“Indemnitee” shall have the meaning set forth in Section 5.4(a).
(111)“Indemnity Payment” shall have the meaning set forth in Section 5.7(a).
(112)“Information” shall mean information, content and data (including Personal Data) in written, oral, electronic, computerized, digital or other tangible or intangible media, including (i) books and records, whether accounting, legal or otherwise, ledgers, studies, reports, surveys, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, marketing plans, customer names and information (including prospects), technical information relating to the design, operation, testing, test results, development, and manufacture of any Party’s or its Group’s products or facilities (including product or facility specifications and documentation; engineering, design and manufacturing drawings, diagrams, layouts, maps and illustrations; formulations and material specifications; laboratory studies and benchmark tests; quality assurance policies procedures and specifications; evaluation and/validation studies; process control and/or shop-floor control strategy, logic or algorithms; assembly code, software, firmware, programming data, databases, and all information referred to in the same); product costs, margins and pricing; as well as product marketing studies and strategies; all other methodologies, procedures, techniques and Know-How related to research, engineering, development and manufacturing; communications, correspondence, materials, product literature, artwork, files, documents; and (ii) financial and business information, including earnings

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reports and forecasts, macro-economic reports and forecasts, all cost information (including supplier records and lists), sales and pricing data, business plans, market evaluations, surveys, credit-related information, and other such information as may be needed for reasonable compliance with reporting, disclosure, filing or other requirements, including under applicable securities laws or regulations of securities exchanges.
(113)“Insurance Proceeds” shall mean those monies (i) received by an insured from an insurance carrier (excluding any captive insurance maintained by Danaher or its Subsidiaries) or (ii) paid by an insurance carrier (excluding any captive insurance maintained by Danaher or its Subsidiaries) on behalf of an insured, in either case net of any applicable deductible or retention.
(114)“Insured Claims” shall mean those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Company Policies, whether or not subject to deductibles, co-insurance, uncollectability or retrospectively-rated premium adjustments, but only to the extent that such Liabilities are within applicable Company Policy limits, including aggregates.
(115)“Intellectual Property” shall mean all U.S. and foreign: (i) trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, names, corporate names, trade names, Internet domain names, social media accounts and addresses and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks”); (ii) patents and patent applications, and any and all related national or international counterparts thereto, including any divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions thereof (collectively, “Patents”); (iii) copyrights and copyrightable subject matter, excluding Know-How (collectively, “Copyrights”); (iv) trade secrets, and all other confidential or proprietary information, know-how, inventions, processes, formulae, models, and methodologies, excluding Patents (collectively, “Know-How”); (v) all applications and registrations for any of the foregoing; and (vi) all rights and remedies against past, present, and future infringement, misappropriation, or other violation of any of the foregoing.
(116)“Intellectual Property Matters Agreement” shall mean the Intellectual Property Matters Agreement by and between Danaher and Envista, in the form attached hereto as Exhibit D.
(117)“Interim Relief” shall have the meaning set forth in Section 8.2(d).
(118)“Internal Reorganization” shall mean the allocation and transfer or assignment of Assets and Liabilities (including entities holding Assets and/or Liabilities), including by means of the Conveyancing and Assumption Instruments, resulting in (i) the Envista Group owning and operating the Envista Business, and (ii) the Danaher Group continuing to own and operate the Danaher Retained Business, as described in the plan of reorganization provided to Envista by Danaher prior to the date hereof, as updated from time to time by Danaher at its sole discretion prior to the Effective Time.
(119)“IPO” shall have the meaning set forth in the Recitals.
(120)“IPO Disclosure Documents” shall mean the IPO Registration Statement and all exhibits thereto, any prospectuses, any current reports on Form 8--K and the registration statement on Form S-8 related to securities to be offered under Envista’s employee benefit plans, in each case as filed or furnished by Envista with or to the Commission in connection with the IPO or filed or furnished by Danaher with or to the Commission solely to the extent such documents relate to Envista or the IPO.
(121)“IPO Registration Statement” shall mean the registration statement on Form S-l (File No. 333-232758) filed under the Securities Act, pursuant to which the Common Stock to be issued in the IPO will be registered, together with all amendments thereto (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act).
(122)“IT Assets” shall mean all software, computer systems, telecommunications equipment, databases, Internet Protocol addresses, data rights and documentation, reference, resource and training

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materials relating thereto, and all Contracts (including Contract rights) relating to any of the foregoing (including software license agreements, source code escrow agreements, support and maintenance agreements, electronic database access contracts, domain name registration agreements, website hosting agreements, software or website development agreements, outsourcing agreements, service provider agreements, interconnection agreements, governmental permits, radio licenses and telecommunications agreements).
(123)“Law” shall mean any applicable U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order, requirement or rule of law (including common law) or other binding directives promulgated, issued, entered into or taken by any Governmental Entity.
(124)“Liabilities” shall mean any and all Indebtedness, liabilities, costs, expenses, interest and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law (including Environmental Law), Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any Contract or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto. Except as otherwise specifically set forth herein or in the Tax Matters Agreement, the rights and obligations of the Parties with respect to Taxes shall be governed by the Tax Matters Agreement and, therefore, Taxes shall not be treated as Liabilities governed by this Agreement other than for purposes of indemnification related to the IPO Disclosure Documents.
(125)“Liable Party” shall have the meaning set forth in Section 2.9(b).
(126)“Negotiation Period” shall have the meaning set forth in Section 8.1.
(127)“Off-Site Location” shall mean any third party location that is not now nor has ever been owned, leased or operated by the Danaher Group or the Envista Group or any of their respective predecessors. “Off-Site Location” does not include any property that is adjacent to or neighboring any property formerly, currently or in the future owned, leased or operated by the Danaher Group, the Envista Group, or their respective predecessors that has been impacted by Hazardous Substances released from such properties.
(128)“Other Disposition” shall have the meaning set forth in the Recitals.
(129)“Other Party” shall have the meaning set forth in Section 2.9(a).
(130)“Party” and “Parties” shall have the meanings set forth in the Preamble.
(131)“Person” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, bank, land trust, trust company, company, limited liability company, partnership, or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.
(132)“Personal Data” shall have the meaning set forth in the GDPR.
(133)“Policies” shall mean insurance policies and insurance contracts of any kind (other than life and benefits policies or contracts), including primary, excess and umbrella policies, commercial general liability policies, fiduciary liability, directors and officers liability, automobile, property and casualty, workers’ compensation and employee dishonesty insurance policies and bonds, together with the rights, benefits and privileges thereunder.
(134)“Prime Rate” shall mean the rate last quoted as of the time of determination by The Wall Street Journal as the “Prime Rate” in the United States or, if the Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate as of such time, or,

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if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Danaher) or any similar release by the Federal Reserve Board (as determined by Danaher).
(135)“Privilege” shall have the meaning set forth in Section 6.6(a).
(136)“Privileged Information” shall have the meaning set forth in Section 6.6(a).
(137)“Processing” (and its cognates) shall have the meaning set forth in the GDPR.
(138)“Quarterly Financial Statements” shall have the meaning set forth in Section 7.1(d).
(139)“Release” shall mean any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into the indoor or outdoor environment (including ambient air, surface water, groundwater and surface or subsurface strata) or into or out of any property, including the movement of Hazardous Substances through or in the air, soil, surface water, groundwater or property.
(140)“Registration Rights Agreement” shall mean the Registration Rights Agreement by and between Danaher and Envista, in the form attached hereto as Exhibit F.
(141)“Released Insurance Matters” shall have the meaning set forth in Section 9.1(k).
(142)“Rules” shall have the meaning set forth in Section 8.2.
(143)“Section 16 Reports” shall have the meaning set forth in Section 7.1(h).
(144)“Securities Act” shall mean the Securities Act of 1933, together with the rules and regulations promulgated thereunder.
(145)“Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.
(146)“Services” shall have the meaning set forth in the Transition Services Agreement.
(147)“Shared Contract” shall have the meaning set forth in Section 2.3(a).
(148)“Subsidiary” shall mean with respect to any Person (i) a corporation, fifty percent (50%) or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person and (ii) any other Person in which such Person, directly or indirectly, owns fifty percent (50%) or more of the equity or economic interest thereof or has the power to elect or direct the election of fifty percent (50%) or more of the members of the governing body of such entity. It is expressly agreed that, from and after the Effective Time, solely for purposes of this Agreement, neither Envista nor any other member of the Envista Group shall be deemed a Subsidiary of Danaher or any other member of the Danaher Group.
(149)“Tax” or “Taxes” shall have the meaning set forth in the Tax Matters Agreement.
(150)“Tax Contest” shall have the meaning as set forth in the Tax Matters Agreement.
(151)“Tax Matters Agreement” shall mean the Tax Matters Agreement by and between Danaher and Envista, in the form attached hereto as Exhibit B.
(152)“Tax Returns” shall have the meaning set forth in the Tax Matters Agreement.
(153)“Taxing Authority” shall have the meaning set forth in the Tax Matters Agreement.
(154)“Third Party Agreements” shall mean any agreements, arrangements, commitments or understandings between or among a Party (or any member of its Group) and any other Persons (other than

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either Party or any member of its respective Groups) (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Envista Assets or Envista Liabilities, or Danaher Retained Assets or Danaher Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II).
(155)“Third Party Claim” shall have the meaning set forth in Section 5.4(b).
(156)“Third Party Proceeds” shall have the meaning set forth in Section 5.7(a).
(157)“Transactions” shall have the meaning set forth in the Recitals.
(158)“Transaction-related Expenses” shall have the meaning set forth in Section 10.5(a).
(159)“Transfer” shall have the meaning set forth in Section 2.2(b)(i); and the term “Transferred” shall have its correlative meaning.
(160)“Transition Services Agreement” shall mean the Transition Services Agreements by and between Danaher and Envista, in the form attached hereto as Exhibit C.
(161)“Underwriting Agreement” shall mean the underwriting agreement among Danaher, Envista and the Underwriters as representatives of the several underwriters named therein with respect to the IPO.
(162)“Underwriters” shall mean the managing underwriters for the IPO.
Section 1.2    References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. Reference in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein. Unless the context requires otherwise, references in this Agreement to “Danaher” shall also be deemed to refer to the applicable member of the Danaher Group, references to “Envista” shall also be deemed to refer to the applicable member of the Envista Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Danaher or Envista shall be deemed to require Danaher or Envista, as the case may be, to cause the applicable members of the Danaher Group or the Envista Group, respectively, to take, or refrain from taking, any such action. Unless otherwise expressly provided herein, whenever Danaher’s consent is required under this Agreement, such consent may be withheld, delayed or conditioned by Danaher in its sole and absolute discretion, and whenever any action hereunder is at Danaher’s discretion, such action shall be at Danaher’s sole and absolute discretion. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.


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ARTICLE II
THE SEPARATION
Section 2.1    General. Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to consummate the transactions contemplated hereby, including the completion of the Internal Reorganization, a portion of which may have already been implemented prior to the date hereof.
Section 2.2    Restructuring: Transfer of Assets; Assumption of Liabilities.
(a)Internal Reorganization. Prior to the Effective Time, except for Transfers contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Effective Time, the Parties shall complete the Internal Reorganization, including by taking the actions referred to in Sections 2.2(b) and 2.2(c) below.
(b)Transfer of Assets. At or prior to the Effective Time (it being understood that some of such Transfers may occur following the Effective Time in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyancing and Assumption Instruments and in connection with the Contribution:
(i)Envista and Danaher shall, and shall cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the respective Danaher Asset Transferees, all of the applicable Asset Transferors’ right, title and interest in and to the Danaher Retained Assets and the applicable Danaher Asset Transferee shall accept from Danaher or Envista and the applicable members of the Danaher Group or Envista Group all of Danaher’s, Envista’s and the other members of the Danaher Group’s or Envista Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests, that are included in the Danaher Retained Assets and (B) Envista and/or the respective Envista Asset Transferees, all of its and the applicable Asset Transferors’ right, title and interest in and to the Envista Assets, and the applicable Envista Asset Transferees shall accept from Danaher and the applicable members of the Danaher Group, all of Danaher’s and the other members of the Danaher Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests, that are included in the Envista Assets.
(ii)Any costs and expenses incurred after the Effective Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6) shall be paid by the Parties as set forth on Section 10.5(b). Other than costs and expenses incurred in accordance with the foregoing sentence, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b).
(c)Assumption of Liabilities. Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, in connection with the Internal Reorganization and the Contribution or, if applicable, from and after the Effective Time (i) pursuant to this Agreement or the applicable Conveyancing and Assumption Instruments, Danaher shall, or shall cause a member of the Danaher Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Danaher Retained Liabilities and (ii) pursuant to this Agreement or the applicable Conveyancing and Assumption Instruments, Envista shall, or shall cause a member of the Envista Group to, Assume all of the Envista Liabilities, in each case, regardless of (A) when or where such Liabilities arose or arise, (B) whether the facts upon which they are based occurred prior to, at or subsequent to the Effective Time, (C) whether accruals for such Liabilities have been transferred to Envista or included on a combined balance sheet of the Envista Business or whether any such accruals are sufficient to cover such Liabilities, (D) where or against whom such Liabilities are asserted or determined, (E) whether arising from or alleged to arise from negligence, gross

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negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Danaher Group or the Envista Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates, (F) which entity is named in any Action associated with any Liability, or (G) any benefits, or lack thereof, that have been or may be obtained by the Danaher Group or the Envista Group in respect of such Liabilities.
(d)Consents. The Parties shall use their commercially reasonable efforts to obtain the Consents required to Transfer any Assets, Contracts, licenses, permits and authorizations issued by any Governmental Entity or parts thereof as contemplated by this Agreement. Notwithstanding anything herein to the contrary, no Contract or other Asset shall be transferred if it would violate applicable Law or, in the case of any Contract, the rights of any third party to such Contract; provided that Section 2.6, to the extent provided therein, shall apply thereto.
(e)It is understood and agreed by the Parties that certain of the Transfers referenced in Section 2.2(b) or Assumptions referenced in Section 2.2(c) have occurred prior to the date hereof and, as a result, no additional Transfers or Assumptions by any member of the Danaher Group or the Envista Group, as applicable, shall be deemed to occur upon the execution of this Agreement with respect thereto. Moreover, to the extent that any member of the Danaher Group or the Envista Group, as applicable, is liable for any Danaher Retained Liability or Assumed Liability, respectively, by operation of law immediately following any Transfer in accordance with this Agreement or any Conveyancing and Assumption Instruments, there shall be no need for any other member of the Danaher Group or the Envista Group, as applicable, to Assume such Liability in connection with the operation of Section 2.2(c) and, accordingly, no other member of such Group shall Assume and such Liability in connection with Section 2.2(c).
Section 2.3    Treatment of Shared Contracts. Without limiting the generality of the obligations set forth in Sections 2.2(a) and (b):
(a)Unless the Parties otherwise agree or the benefits of any Contract described in this Section 2.3 are expressly conveyed to the applicable Party pursuant to an Ancillary Agreement, any Contract that is listed on Schedule 2.3(a) (a “Shared Contract”) shall be assigned in part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, at or after the Effective Time, so that each Party or the members of their respective Groups as of the Effective Time shall be entitled to the rights and benefits, and shall Assume the related portion of any Liabilities, inuring to their respective Businesses; provided, however, that (x) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract (including any Policy) which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled, subject to Section 2.2(d)), and (y) if any Shared Contract cannot be so partially assigned by its terms or otherwise, cannot be amended or has not for any other reason been assigned or amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, (A) at the reasonable request of the Party (or the member of such Party’s Group) to which the benefit of such Shared Contract inures in part, the Party for which such Shared Contract is, as applicable, a Danaher Retained Asset or Envista Asset shall, and shall cause each of its respective Subsidiaries to, for a period ending not later than six (6) months after the Effective Date (unless the term of a Shared Contract (excluding any extensions thereof) ends at a later date, in which case for a period ending on such date), take such other reasonable and permissible actions to cause such member of the Envista Group or the Danaher Group, as the case may be, to receive the benefit of that portion of each Shared Contract that relates to the Envista Business or the Danaher Retained Business, as the case may be (in each case, to the extent so related) as if such Shared Contract had been assigned to (or amended to allow) a member of the applicable Group pursuant to this Section 2.3 and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement) as if such Liabilities had been Assumed by a member of the applicable Group pursuant to this Section 2.3; provided that the Party for which such Shared Contract is a Danaher Retained Asset or an Envista Asset, as applicable, shall be indemnified for all Indemnifiable Losses or other Liabilities arising out of any

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actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such Shared Contract, as the case may be, and (B) the Party to which the benefit of such Shared Contract inures in part shall use commercially reasonable efforts to enter into a separate contract pursuant to which it procures such rights and obligations as are necessary such that it no longer needs to avail itself of the arrangements provided pursuant to this Section 2.3(a); provided that, the Party for which such Shared Contract is, as applicable, a Danaher Retained Asset or Envista Asset, and such Party’s applicable Subsidiaries shall not be liable for any actions or omissions taken in accordance with clause (y) of this Section 2.3(a).
(b)Unless otherwise determined by Danaher in its sole discretion, each of Danaher and Envista shall, and shall cause the members of its Group to, (A) treat for all Tax purposes the portion of each Shared Contract inuring to its respective Businesses as Assets owned by, and/or Liabilities of, as applicable, such Party as of the Effective Time and (B) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or good faith resolution of a Tax Contest).
Section 2.4    Intercompany Accounts, Loans and Agreements.
(a)Except as set forth in Section 5.1(b), all intercompany receivables and payables (other than (x) intercompany loans (which shall be governed by Section 2.4(c)), (y) receivables or payables otherwise specifically provided for on Schedule 2.4(a), and (z) payables created or required by this Agreement, any Ancillary Agreement or any Continuing Arrangements) and intercompany balances, including in respect of any cash balances, any cash balances representing deposited checks or drafts or any cash held in any centralized cash management system between any member of the Danaher Group, on the one hand, and any member of the Envista Group, on the other hand, which exist and are reflected in the accounting records of the relevant Parties immediately prior to the Effective Time, shall continue to be outstanding after the Effective Time and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation or if such terms and conditions are not set forth in writing, such obligation shall be satisfied within 30 days of a written request by the beneficiary of such obligation given to the corresponding obligor thereunder, and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third party and shall no longer be an intercompany account.
(b)As between the Parties (and the members of their respective Group) all payments and reimbursements received after the Effective Time by one Party (or member of its Group) that relate to a Business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay or shall cause the applicable member of its Group to pay over to the Party entitled thereto the amount of such payment or reimbursement without right of set-off.
(c)Except as set forth on Schedule 2.4(c), each of Danaher or any member of the Danaher Group, on the one hand, and Envista or any member of the Envista Group, on the other hand, will settle with the other Party, as the case may be, all intercompany loans, including any promissory notes, owned or owed by the other Party on or prior to the Effective Date, except as otherwise agreed to in good faith by the Parties in writing on or after the date hereof, it being understood and agreed by the Parties that all guarantees and Credit Support Instruments shall be governed by Section 2.10.
Section 2.5    Limitation of Liability; Intercompany Contracts. No Party nor any Subsidiary thereof shall be liable to the other Party or any Subsidiary of the other Party based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding between or among it and the other Party existing at or prior to the Effective Time (other than as set forth on Schedule 2.5, pursuant to this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Third Party Agreements, as set forth in Section 2.4 or Section 5.1(b) or pursuant to any other Contract entered into in connection

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herewith or in order to consummate the transactions contemplated hereby or thereby) and each Party hereby terminates any and all Contracts, arrangements, courses of dealing or understandings between or among it and the other Party effective as of the Effective Time (other than as set forth on Schedule 2.5, this Agreement, any Ancillary Agreement, any Continuing Arrangements, any Third Party Agreements, as set forth in Section 2.4 or Section 5.1(b) or pursuant to any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby), provided, however, that with respect to any Contract, arrangement, course of dealing or understanding between or among the Parties or any Subsidiaries thereof discovered after the Effective Time, the Parties agree that such Contract, arrangement, course of dealing or understanding shall nonetheless be deemed terminated as of the Effective Time with the only liability of the Parties in respect thereof to be the obligations incurred between the Parties pursuant to such Contract, arrangement, course of dealing or understanding between the Effective Time and the time of discovery or later termination of any such Contract, arrangement, course of dealing or understanding.
Section 2.6    Transfers Not Effected at or Prior to the Effective Time; Transfers Deemed Effective as of the Effective Time.
(a)To the extent that any Transfers or Assumptions contemplated by this Article II shall not have been consummated at or prior to the Effective Time, the Parties shall, except as set forth in Schedule 2.6, use commercially reasonable efforts to effect such Transfers or Assumptions as promptly following the Effective Time as shall be practicable. Nothing herein shall be deemed to require or constitute the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation of Law cannot be Transferred; provided, however, that the Parties and their respective Subsidiaries shall cooperate and use commercially reasonable efforts to seek to obtain, in accordance with applicable Law, any necessary Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and Assumed pursuant to this Article II to the fullest extent permitted by applicable Law. In the event that any such Transfer of Assets or Assumption of Liabilities has not been consummated, from and after the Effective Time, except as set forth in Schedule 2.6, (i) the Party (or relevant member in its Group) retaining such Asset shall thereafter hold (or shall cause such member in its Group to hold) such Asset in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and (ii) the Party intended to Assume such Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. To the extent the foregoing applies to any Contracts (other than Shared Contracts, which shall be governed solely by Section 2.3) to be assigned for which any necessary Consents or Governmental Approvals are not received prior to the Effective Time, the treatment of such Contracts shall, for the avoidance of doubt, be subject to Section 2.8 and Section 2.9, to the extent applicable. In addition, the Party retaining such Asset or Liability (or relevant member of its Group) shall (or shall cause such member in its Group to) treat, insofar as reasonably possible and to the extent permitted by applicable Law, such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Asset is to be Transferred or by the Party Assuming such Liability in order to place such Party, insofar as reasonably possible and to the extent permitted by applicable Law, in the same position as if such Asset or Liability had been Transferred or Assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for income and gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the relevant member or members of the Danaher Group or the Envista Group entitled to the receipt of such Asset or required to Assume such Liability. In furtherance of the foregoing, the Parties agree that, as of the Effective Time, except as set forth in Schedule 2.6 and subject to Section 2.2(c) and Section 2.9(b), each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have Assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to Assume pursuant to the terms of this Agreement.

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(b)If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of Transfer of any Asset or deferral of the Assumption of any Liability pursuant to Section 2.6(a), are obtained or satisfied, the Transfer, assignment, Assumption or novation of the applicable Asset or Liability shall be effected without further consideration in accordance with and subject to the terms of this Agreement (including Section 2.2) and/or the applicable Ancillary Agreement, and shall, to the extent possible without the imposition of any undue cost on any Party, be deemed to have become effective as of the Effective Time.
(c)The Party (or relevant member of its Group) retaining any Asset or Liability due to the deferral of the Transfer of such Asset or the deferral of the Assumption of such Liability pursuant to Section 2.6(a) or otherwise, except as set forth in Schedule 2.6, shall (i) not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Party (or relevant member of its Group) entitled to such Asset or the Person intended to be subject to such Liability, other than reasonable attorneys’ fees and recording or similar or other incidental fees, all of which shall be promptly reimbursed by the Party (or relevant member of its Group) entitled to such Asset or the Person intended to be subject to such Liability and (ii) be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such retained Asset or Liability, as the case may be.
(d)After the Effective Time, each Party (or any member of its Group) may receive mail, packages, electronic mail and any other written communications properly belonging to another Party (or any member of its Group). Accordingly, at all times after the Effective Time, each Party is hereby authorized to receive and, if reasonably necessary to identify the proper recipient in accordance with this Section 2.6(d), open all mail, packages, electronic mail and any other written communications received by such Party that belongs to such other Party, and to the extent that they do not relate to the business of the receiving Party, the receiving Party shall promptly deliver such mail, packages, electronic mail or any other written communications (or, in case the same also relates to the business of the receiving Party or another Party, copies thereof) to such other Party as provided for in Section 10.6; it being understood that if a Party receives a telephone call that relates to the business of the other Party, then the receiving Party shall inform the person making such telephone call to contact the other Party. The provisions of this Section 2.6(d) are not intended to, and shall not, be deemed to constitute an authorization by any Party to permit the other to accept service of process on its behalf and no Party is or shall be deemed to be the agent of any other Party for service of process purposes.
(e)With respect to Assets and Liabilities described in Section 2.6(a), each of Danaher and Envista shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes (A) the deferred Assets as assets having been Transferred to and owned by the Party entitled to such Assets not later than the Effective Time and (B) the deferred Liabilities as liabilities having been Assumed and owned by the Person intended to be subject to such Liabilities not later than the Effective Time and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Law or good faith resolution of a Tax Contest).
Section 2.7    Conveyancing and Assumption Instruments. In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the date hereof by the appropriate entities to the extent not executed prior to the date hereof, any Conveyancing and Assumption Instruments necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for Transfers and Assumptions to be effected pursuant to Delaware Law or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means

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of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.
Section 2.8    Further Assurances; Ancillary Agreements.
(a)In addition to and without limiting the actions specifically provided for elsewhere in this Agreement and subject to the limitations expressly set forth in this Agreement, including Section 2.6, each of the Parties shall cooperate with each other and use (and shall cause its respective Subsidiaries and Affiliates to use) commercially reasonable efforts, at and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.
(b)Without limiting the foregoing, at and after the Effective Time, each Party shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party (except as provided in Sections 2.2(b)(ii) and 2.6(c)) from and after the Effective Time, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of Transfer or title, and to make all filings with, and to obtain all Consents and/or Governmental Approvals, any permit, license, Contract, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party shall, at the reasonable request, cost and expense of any other Party (except as provided in Sections 2.2(b)(ii) and 2.6(c)), take such other actions as may be reasonably necessary to vest in such other Party such title and such rights as possessed by the transferring Party to the Assets allocated to such other Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest.
(c)Without limiting the foregoing, in the event that any Party (or member of such Party’s Group) receives any Assets (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) or is liable for any Liability that is otherwise allocated to any Person that is a member of the other Group pursuant to this Agreement or the Ancillary Agreements, such Party agrees to promptly Transfer, or cause to be Transferred such Asset or Liability to the other Party so entitled thereto (or member of such other Party’s Group as designated by such other Party) at such other Party’s expense. Prior to any such Transfer, such Asset or Liability, as the case may be, shall be held in accordance with the provisions of Section 2.6.
(d)At or prior to the Effective Time, each of Danaher and Envista shall enter into, and/or (where applicable) shall cause a member or members of their respective Group to enter into, the Ancillary Agreements and any other Contracts reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.
(e)On or prior to the Effective Date, Danaher and Envista in their respective capacities as direct or indirect stockholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of Danaher or Subsidiary of Envista, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.
Section 2.9    Novation of Liabilities; Indemnification.
(a)Each Party, at the request of any member of the other Party’s Group (such other Party, the “Other Party”), shall use commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the

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fullest extent permitted by applicable Law all obligations under Contracts (other than Shared Contracts, which shall be governed by Section 2.3) and Liabilities (other than with regard to guarantees or Credit Support Instruments, which shall be governed by Section 2.10), but solely to the extent that the Parties are jointly or each severally liable with regard to any such Contracts or Liabilities and such Contracts or Liabilities have been, in whole, but not in part, allocated to the first Party, or, if permitted by applicable Law, to obtain in writing the unconditional release of the applicable Other Party so that, in any such case, the members of the applicable Group shall be solely responsible for such Contracts or Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any third party from whom any such Consent, Governmental Approval, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party). In addition, with respect to any Action where any Party hereto is a defendant, when and if requested by such Party, the Other Party at its own cost will use commercially reasonable efforts to remove the requesting Party as a defendant to the extent that such Action relates solely to Assets or Liabilities that the Other Party (or any member of such requesting Party’s Group) has been allocated pursuant to this Article II, and the Other Party will cooperate and assist in any required communication with any plaintiff or other related third party.
(b)If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, Governmental Approval, release, substitution or amendment referenced in Section 2.9(a), the Other Party or a member of such Other Party’s Group shall continue to be bound by such Contract, license or other obligation that does not constitute a Liability of such Other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Group thereunder from and after the Effective Time. For the avoidance of doubt, in furtherance of the foregoing, the Liable Party or a member of such Liable Party’s Group, as agent or subcontractor of the Other Party or a member of such Other Party’s Group, to the extent reasonably necessary to pay, perform and discharge fully any Liabilities, or retain the benefits (including pursuant to Section 2.6) associated with such Contract or license, is hereby granted the right to, among other things, (i) prepare, execute and submit invoices under such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group), (ii) send correspondence relating to matters under such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group), (iii) file Actions in the name of the Other Party (or the applicable member of such Other Party’s Group) in connection with such Contract or license and (iv) otherwise exercise all rights in respect of such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group); provided that (y) such actions shall be taken in the name of the Other Party (or the applicable member of such Other Party’s Group) only to the extent reasonably necessary or advisable in connection with the foregoing and (z) to the extent that there shall be a conflict between the provisions of this Section 2.9(b) and the provisions of any more specific arrangement between a member of such Liable Party’s Group and a member of such Other Party’s Group, such more specific arrangement shall control. The Liable Party shall indemnify each Other Party and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the Other Party with respect to any matter to the extent that such Liabilities arise from such Other Party’s willful breach, knowing violation of Law, fraud, misrepresentation or gross negligence in connection therewith, in which case such Other Party shall be responsible for such Liabilities; it being understood that any exercise of rights under this Agreement by such Other Party shall not be deemed to be willful breach, knowing violation of Law, fraud, misrepresentation or gross negligence. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or, at the direction of the Liable Party, to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, Governmental Approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall, to the fullest extent permitted

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by applicable Law, promptly Transfer or cause the Transfer of all rights, obligations and other Liabilities thereunder of such Other Party or any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities to the fullest extent permitted by applicable Law. Each of the applicable Parties shall, and shall cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or such Subsidiaries’ part, under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Section 2.9.
Section 2.10    Guarantees; Credit Support Instruments.
(a)Except as otherwise specified in any Ancillary Agreement, at or prior to the Effective Time or as soon as practicable thereafter, (i) Danaher shall (with the reasonable cooperation of the applicable member of the Envista Group) use its commercially reasonable efforts to have each member of the Envista Group removed as guarantor of or obligor for any Danaher Retained Liability to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(i), to the extent that they relate to Danaher Retained Liabilities and (ii) Envista shall (with the reasonable cooperation of the applicable member of the Danaher Group) use commercially reasonable efforts to have each member of the Danaher Group removed as guarantor of or obligor for any Envista Liability, to the fullest extent permitted by applicable Law, including in respect of those guarantees set forth on Schedule 2.10(a)(ii), to the extent that they relate to Envista Liabilities.
(b)At or prior to the Effective Time, to the extent required to obtain a release from a guaranty:
(i)of any member of the Danaher Group, Envista shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Envista would be reasonably unable to comply or (B) which would be reasonably expected to be breached; and
(ii)of any member of the Envista Group, Danaher shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Danaher would be reasonably unable to comply or (B) which would be reasonably expected to be breached.
(c)If Danaher or Envista is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) Danaher, to the extent a member of the Danaher Group has assumed the underlying Liability with respect to such guaranty or Envista, to the extent a member of the Envista Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article V) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) Envista shall reimburse the applicable member of the Danaher Group for all out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Danaher and Envista, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its obligations under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party.

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(d)Danaher and Envista shall cooperate and Envista shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Danaher or other members of the Danaher Group on behalf of or in favor of any member of the Envista Group or the Envista Business (the “Danaher CSIs”) as promptly as practicable with Credit Support Instruments from Envista or a member of the Envista Group as of the Effective Time. With respect to any Danaher CSIs that remain outstanding after the Effective Time, (i) Envista shall, and shall cause the members of the Envista Group to, jointly and severally indemnify and hold harmless the Danaher Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Danaher CSIs in accordance with the terms thereof, (ii) Envista shall reimburse the applicable member of the Danaher Group for all out of pocket expenses incurred by it arising out of or related to any such Credit Support Instrument, and (iii) without the prior written consent of Danaher, Envista shall not, and shall not permit any member of the Envista Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Danaher or any member of the Danaher Group has issued any Credit Support Instruments which remain outstanding. Neither Danaher nor any member of the Danaher Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the Envista Group or the Envista Business after the expiration of any such Credit Support Instrument.
Section 2.11    Disclaimer of Representations and Warranties.
(a)EACH OF DANAHER (ON BEHALF OF ITSELF AND EACH MEMBER OF THE DANAHER GROUP) AND ENVISTA (ON BEHALF OF ITSELF AND EACH MEMBER OF THE ENVISTA GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENTS OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NONINFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.
(b)Each of Danaher (on behalf of itself and each member of the Danaher Group) and Envista (on behalf of itself and each member of the Envista Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 2.11(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United

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States or if, under the Laws of a jurisdiction outside the United States, both Danaher or any member of the Danaher Group, on the one hand, and Envista or any member of the Envista Group, on the other hand, are jointly or severally liable for any Danaher Liability or any Envista Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Subsidiaries.
(c)Danaher hereby waives compliance by itself and each and every member of the Danaher Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Danaher Assets to Danaher or any member of the Danaher Group.
(d)Envista hereby waives compliance by itself and each and every member of the Envista Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Envista Assets to Envista or any member of the Envista Group.
Section 2.12    Envista Financing Arrangements. Prior to the Effective Time, Envista shall enter into the Envista Financing Arrangements, on such terms and conditions as determined by Danaher in its sole discretion (including the amount that shall be borrowed pursuant to the Envista Financing Arrangements and the terms and interest rates for such borrowings) and the Envista Financing Arrangements shall have been consummated in accordance therewith. Danaher and Envista shall participate in the preparation of all materials and presentations as may be reasonably necessary to secure funding pursuant to the Envista Financing Arrangements, including rating agency presentations necessary to obtain the requisite ratings needed to secure the financing under any of the Envista Financing Arrangements. The Parties agree that Envista, and not Danaher, shall be ultimately responsible for all costs and expenses incurred by, and for reimbursement of such costs and expenses to, any member of the Danaher Group or the Envista Group associated with the Envista Financing Arrangements.
Section 2.13    Cash Management; Consideration.
(a)From the date of this Agreement until the Effective Time, Danaher and its Subsidiaries shall be entitled to use, retain or otherwise dispose of all Cash Equivalents generated by the Envista Business and the Envista Assets in Danaher’s sole discretion. Except as provided in this Section 2.13, all Cash Equivalents held by any member of the Envista Group as of the Effective Time shall be an Envista Asset and all Cash Equivalents held by any member of the Danaher Group as of the Effective Time shall be a Danaher Retained Asset. To the extent that following the Effective Time any Cash Equivalents are required to be transferred from any member of the Danaher Group to any member of the Envista Group or from any member of the Envista Group to any member of the Danaher Group to make effective the Internal Reorganization or the Contribution pursuant to this Agreement and the Ancillary Agreements (including if required by Law or regulation to effect the foregoing), but excluding for the avoidance of doubt, the transfer of Cash Equivalents contemplated by Section 2.13(b), the Party receiving such Cash Equivalents shall promptly transfer an amount in cash equal to such transferred Cash Equivalents back to the transferring Party so as not to override the allocations of Assets, Liabilities and expenses related to the Internal Reorganization and the Contribution contemplated by this Agreement and the Ancillary Agreements.
(b)In exchange for the Transfer of Assets to Envista in the Contribution, Envista agrees, on or prior to the Effective Date, to (A) issue to Danaher 127,867,900 newly issued, fully paid and nonassessable shares of Common Stock and (B) pay to Danaher (x) all of the net proceeds of the IPO (including the net proceeds from the exercise of the Underwriters’ overallotment option if it is exercised by the Underwriters, which payment shall be made by Envista to Danaher promptly following Envista’s receipt of such proceeds), after deducting only the underwriters’ discount, and (y) all of the net proceeds

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of the Envista Financing Arrangements received by Envista at or prior to the consummation of the IPO (together with any interest accrued thereon following the receipt of such proceeds by Envista) (such payment, collectively, the “Consideration”). Each applicable payment made by Envista to Danaher pursuant to this Section 2.13(b) shall be made by wire transfer of immediately available funds to an account designated by Danaher to Envista in writing.
(c)Any payment made in accordance with this Section 2.13 shall be treated in accordance with the terms of Section 10.21.


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ARTICLE III
THE IPO AND ACTIONS PENDING THE IPO; OTHER TRANSACTIONS
Section 3.1    The IPO. Subject to the terms of the Underwriting Agreement, Danaher may, in its sole and absolute discretion, determine the terms of the IPO, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the IPO and the timing and conditions to the consummation of the IPO. In addition, subject to the terms of the Underwriting Agreement, Danaher may, at any time and from time to time until the consummation of the IPO, modify or change the terms of the IPO, including by accelerating or delaying the timing of the consummation of all or part of, or terminating, the IPO.
Section 3.2    Envista Cooperation. Envista shall cooperate with Danaher to accomplish the IPO and shall, at Danaher’s direction, promptly take any and all actions necessary or desirable to effect the IPO on terms determined by Danaher in its sole discretion. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement:
(a)Envista shall file the IPO Registration Statement, and any amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by the Underwriting Agreement, the Commission and applicable Law, including federal, state or foreign securities Laws. Envista shall also cooperate in preparing, filing with the Commission and causing to become effective a registration statement registering the Common Stock under the Exchange Act, and any registration statements or amendments thereto that are required in connection with the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO or the other transactions contemplated by this Agreement and the Ancillary Agreements.
(b)Envista shall enter into the Underwriting Agreement, in form and substance satisfactory to Danaher and shall comply with its obligations thereunder.
(c)Envista shall take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO.
(d)Envista shall participate in the preparation of materials and presentations as any of Danaher and the Underwriters shall deem necessary or desirable in connection with the IPO.
(e)Envista shall cooperate in all respects with Danaher and the Underwriters in connection with the pricing of the Common Stock to be issued in the IPO and the timing of the IPO and shall, at any such Person’s request, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting Agreement.
(f)Envista shall prepare, file and make effective an application for listing of the Common Stock issued in the IPO on the New York Stock Exchange, and shall comply with the listing standards and requirements related thereto.
Section 3.3    Organizational Documents. Prior to the Effective Time, Danaher and Envista shall each take all actions that may be required to provide for the adoption by Envista of the Amended and Restated Certificate of Incorporation of Envista substantially in the form attached as Exhibit G (the “Charter”) and the Amended and Restated Bylaws of Envista substantially in the form attached as Exhibit H (the “Bylaws”), to be effective as of the Effective Date.
Section 3.4    Directors. At or prior to the Effective Time, Danaher shall take all necessary action to cause the Envista Board to include, as of the Effective Date, the individuals identified in the IPO Registration Statement as directors of Envista upon completion of the IPO.

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Section 3.5    Officers. At or prior to the Effective Time, Danaher shall take all necessary action to cause the individuals identified as officers of Envista in the IPO Registration Statement to be officers of Envista on or prior to the Effective Date.
Section 3.6    Resignations and Removals.
(a)Except as provided in Section 3.6(b), on or prior to the Effective Date or as soon thereafter as practicable, (i) Danaher shall cause all its employees and any employees of its Subsidiaries (excluding any employees of any member of the Envista Group) to resign or be removed, effective as of the Effective Time, from all positions as officers or directors of any member of the Envista Group in which they serve, and (ii) Envista shall cause all its employees and any employees of its Subsidiaries to resign, effective as of the Effective Time, from all positions as officers or directors of any members of the Danaher Group in which they serve.
(b)No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the IPO Registration Statement as a Person who is to hold such position or office following the IPO.
Section 3.7    The Distribution or Other Disposition.
(a)Danaher shall, in its sole and absolute discretion, determine (i) whether to proceed with all or part of the Distribution or Other Disposition and (ii) all terms of the Distribution or Other Disposition, as applicable, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution or Other Disposition and the timing of and conditions to the consummation of the Distribution or Other Disposition. In addition, in the event that Danaher determines to proceed with the Distribution or Other Disposition, Danaher may at any time and from time to time until the completion of the Distribution or Other Disposition abandon, modify or change any or all of the terms of the Distribution or Other Disposition, including, without limitation, by accelerating or delaying the timing of the consummation of all or part of the Distribution or Other Disposition.
(b)Envista shall cooperate with Danaher in all respects to accomplish the Distribution or Other Disposition and shall, at Danaher’s direction, promptly take any and all actions necessary or desirable to effect the Distribution or Other Disposition, including, without limitation, the registration under the Securities Act of the offering of the Common Stock on an appropriate registration form or forms to be designated by Danaher and the filing of any necessary documents pursuant to the Exchange Act. Danaher shall select any investment bank(s), manager(s), underwriter(s) or dealer-manager(s) in connection with the Distribution or Other Disposition, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting, tax and other advisors and service providers in connection with the Distribution or Other Disposition, as applicable. Envista and Danaher, as the case may be, will provide to the exchange agent all share certificates (to the extent certificated) or book-entry authorizations (to the extent not certificated) and any information required in order to complete the Distribution or Other Disposition.


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ARTICLE IV
CERTAIN COVENANTS
Section 4.1    Cooperation. From and after the Effective Time, and subject to the terms of and limitations contained in this Agreement and the Ancillary Agreements, each Party shall, and shall cause each of its respective Affiliates and employees to, (i) provide reasonable cooperation and assistance to the other Party (and any member of its respective Group) in connection with the completion of the transactions contemplated herein and in each Ancillary Agreement, (ii) reasonably assist the other Party in the orderly and efficient transition in becoming a separate company to the extent set forth in the Transition Services Agreement or as otherwise set forth herein (including, but not limited to, complying with Articles V, VI and IX) and (iii) reasonably assist the other Party to the extent such Party is providing or has provided services, as applicable, pursuant to the Transition Services Agreement in connection with requests for information from, audits or other examinations of, such other Party by a Governmental Entity; in each case, except as otherwise set forth in this Agreement or may otherwise be agreed to by the Parties in writing, at no additional cost to the Party requesting such assistance other than for the actual out-of-pocket costs (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing) incurred by any such Party, if applicable.
Section 4.2    Retained Names.
(a)No later than twenty (20) days following the Effective Date, Envista shall, and shall cause the members of the Envista Group, to change their names and cause their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Danaher Retained Names. Following the Effective Date, unless otherwise directed by Danaher, Envista shall, and shall cause the members of the Envista Group, to (i) immediately cease to hold themselves out as having any affiliation with Danaher or any members of the Danaher Group (provided that this obligation shall not apply to inventory of printed materials of the Envista Group existing as of the Effective Date), and (ii) as soon as practicable, but in no event later than sixty (60) days following the Effective Date, cease to make any use of any Danaher Retained Names. In furtherance thereof, as soon as practicable but in no event later than six (6) months following the Effective Date, Envista shall, and shall cause the members of the Envista Group, to remove, strike over, or otherwise obliterate all Danaher Retained Names from all assets and other materials owned by or in the possession of any member of the Envista Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided, however, that Envista shall promptly after the Effective Date post a disclaimer in a form and manner reasonably acceptable to Danaher on the “www.Envistaco.com” website informing its customers that Envista, and not Danaher, is responsible for the operation of the Envista Business, including such website and any applicable services. Any use by the members of the Envista Group of any of the Danaher Retained Names as permitted in this Section 4.2(a) is subject to their use of the Danaher Retained Names in a form and manner, and with standards of quality, of that in effect for the Danaher Retained Names as of the Effective Date. Envista and the members of the Envista Group shall not use the Danaher Retained Names in a manner that may reflect negatively on such name and marks or on Danaher or any member of the Danaher Group. Upon expiration or termination of the rights granted to the Envista Group pursuant to this Section, Envista hereby assigns, and shall cause the other members of the Envista Group to assign, to Danaher their rights (if any) to any Trademarks forming a part of or associated with the Danaher Retained Names. Danaher shall have the right to terminate the foregoing license, effective immediately, if any member of the Envista Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Danaher in relation to use of the Danaher Retained Names. Envista shall indemnify, defend and hold harmless Danaher and the members of the Danaher Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Envista Group of the Danaher Retained Names pursuant to this Section 4.2(a).

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(b)Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 4.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Danaher and the members of the Danaher Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 4.2.
Section 4.3    No Restriction on Competition. It is the explicit intent of each of the Parties that the provisions of this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities which may be conducted by the Parties. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on (i) the ability of any party hereto to engage in any business or other activity which competes with the business of any other Party hereto or (ii) the ability of any party to engage in any specific line of business or engage in any business activity in any specific geographic area.
Section 4.4    No Hire and No Solicitation of Employees. From and after the Effective Date until the Disposition Date, none of Danaher, Envista or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of any other Party’s respective Group. For and during the twelve (12) month period following the Disposition Date, none of Danaher, Envista or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing, nothing in this Section 4.4 shall restrict or preclude Danaher, Envista or any member of their respective Groups from soliciting or hiring (i) during the twelve (12) month nonsolicitation period referenced above, any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective Group; or (iii) any employee whose employment has been terminated by such employee after sixty (60) days from the date of termination of such employee’s employment.
Section 4.5    Corporate Opportunities.
(a)From and after the Effective Time and for so long as the Danaher Group Beneficially Owns shares of Envista Common Stock representing, in the aggregate, at least 10% of the total voting power of the then outstanding Envista Voting Stock with respect to the election of directors or has any directors, officers or employees who serve on the Envista Board, the Envista Board will, in accordance with Section 122(17) of the General Corporation Law of the State of Delaware, renounce any interest or expectancy of Envista in, or in being offered an opportunity to participate in, any corporate opportunities of any member of the Envista Group that are presented to any member of the Danaher Group or any of its directors, officers or employees.
(b)For the purposes of this Section 4.5, “corporate opportunities” of a Group shall include, but not be limited to, business opportunities which the Envista Group is financially able to undertake, which are, from their nature, in the line of the Envista Group’s business, are of practical advantage to it and are ones in which the Envista Group would have an interest or a reasonable expectancy, and in which, by embracing the opportunities or allowing such opportunities to be embraced by the Danaher Group or its directors, officers or employees, the self-interest of the Danaher Group or

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any of its directors, officers or employees will or could be brought into conflict with that of the Envista Group.


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ARTICLE V
INDEMNIFICATION
Section 5.1    Release of Pre-IPO Claims.
(a)Except (i) as provided in Section 5.1(b), (ii) as may be otherwise expressly provided in this Agreement or in any Ancillary Agreement and (iii) for any matter for which any Party is entitled to indemnification pursuant to this Article V:
(i)Danaher, for itself and each member of the Danaher Group, its Affiliates as of the Effective Time and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of the Danaher Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Envista and the other members of the Envista Group, its Affiliates and all Persons who at any time prior to the Effective Time were stockholders, directors, officers, agents or employees of any member of the Envista Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Danaher Retained Liabilities, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Effective Time, including in connection with the Internal Reorganization and the IPO and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Danaher Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the Envista Groups in respect of any Danaher Released Liabilities; provided, however, that nothing in this Section 5.1(a)(i) shall relieve any Person released in this Section 5.1(a)(i) who, after the Effective Time, is a director, officer or employee of any member of the Envista Group and is no longer a director, officer or employee of any member of the Danaher Group from Liabilities arising out of, relating to or resulting from his or her service as a director, officer or employee of any member of the Envista Group after the Effective Time. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit Danaher, any member of the Danaher Group, or their respective Affiliates from commencing any Actions against any Envista officer, director, agent or employee, or their respective heirs, executors, administrators, successors and assigns with regard to matters arising from, or relating to, (i) theft of Danaher Know-How or (ii) intentional criminal acts by any such officers, directors, agents or employees.
(ii)Envista, for itself and each member of the Envista Group, its Affiliates as of the Effective Time and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time were directors, officers, agents or employees of any member of the Envista Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge Danaher and the other members of the Danaher Group, its Affiliates and all Persons who at any time prior to the Effective Time were stockholders, directors, officers, agents or employees of any member of the Danaher Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Envista Liabilities, whether at Law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Effective Time, including in connection with the Internal Reorganization and the IPO and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Envista Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the Danaher Group in respect of any Envista Released Liabilities; provided, however that for purposes of this Section 5.1(a)(ii), the members of the Envista Group shall also release and discharge any officers or other employees of any member of the Danaher Group, to the extent any

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such officers or employees served as a director or officer of any members of the Envista Group prior to the Effective Time, from any and all Liability, obligation or responsibility for any and all past actions or failures to take action, in each case in their capacity as a director or officer of any such member of the Envista Group, prior to the Effective Time, including actions or failures to take action that may be deemed to have been negligent or grossly negligent.
(b)Nothing contained in this Agreement, including Section 5.1(a), Section 2.4(a) or Section 2.5, shall impair or otherwise affect any right of any Party and, as applicable, a member of such Party’s Group, as well as their respective heirs, executors, administrators, successors and assigns, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings contemplated in this Agreement or in any Ancillary Agreement to continue in effect after the Effective Time. In addition, nothing contained in Section 5.1(a) shall release any person from:
(i)any Liability Assumed, Transferred or allocated to a Party or a member of such Party’s Group pursuant to or as contemplated by, or any other Liability of any member of such Group under, this Agreement or any Ancillary Agreement, including (A) with respect to Danaher, any Danaher Retained Liability and (B) with respect to Envista, any Envista Liability;
(ii)any Liability provided for in or resulting from any other Contract or arrangement that is entered into after the Effective Time between any Party (and/or a member of such Party’s or Parties’ Group), on the one hand, and any other Party or Parties (and/or a member of such Party’s or Parties’ Group), on the other hand;
(iii)any Liability with respect to any Continuing Arrangements;
(iv)any Liability that the Parties may have with respect to indemnification pursuant to this Agreement or otherwise for Actions brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Agreement and, in particular, this Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; and
(v)any Liability the release of which would result in a release of any Person other than the Persons released in Section 5.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 5.1(a) with respect to such Liability.
In addition, nothing contained in Section 5.1(a) shall release: (i) Danaher from indemnifying any director, officer or employee of the Envista Group who was a director, officer or employee of Danaher or any of its Affiliates prior to the Effective Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations; it being understood that if the underlying obligation giving rise to such Action is an Envista Liability, Envista shall indemnify Danaher for such Liability (including Danaher’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V; and (ii) Envista from indemnifying any director, officer or employee of the Danaher Group who was a director, officer or employee of Envista or any of its Affiliates prior to the Effective Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations; it being understood that if the underlying obligation giving rise to such Action is a Danaher Retained Liability, Danaher shall indemnify Envista for such Liability (including Envista’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V.
(c)Each Party shall not, and shall not permit any member of its Group to, make any claim for offset, or commence any Action, including any claim of contribution or any indemnification, against any other Party or any member of any other Party’s Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a).

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(d)If any Person associated with a Party (including any director, officer or employee of a Party) initiates any Action with respect to claims released by this Section 5.1, the Party with which such Person is associated shall be responsible for the fees and expenses of counsel of the other Party (and/or the members of such Party’s Group, as applicable) and such other Party shall be indemnified for all Liabilities incurred in connection with such Action in accordance with the provisions set forth in this Article V.
Section 5.2    Indemnification by Danaher. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Danaher shall indemnify, defend and hold harmless the Envista Indemnitees from and against any and all Indemnifiable Losses of the Envista Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Danaher Retained Liabilities, including the failure of any member of the Danaher Group or any other Person to pay, perform or otherwise discharge any Danaher Retained Liability in accordance with its respective terms, whether arising prior to, at or after the Effective Time, (b) any Danaher Retained Asset or Danaher Retained Business, whether arising prior to, at or after the Effective Time, or (c) any breach by Danaher of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.
Section 5.3    Indemnification by Envista. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Effective Time, Envista shall and shall cause the other members of the Envista Group to indemnify, defend and hold harmless the Danaher Indemnitees from and against any and all Indemnifiable Losses of the Danaher Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Envista Liabilities, including the failure of any member of the Envista Group or any other Person to pay, perform or otherwise discharge any Envista Liability in accordance with its respective terms, whether prior to, at or after the Effective Time, (b) any Envista Asset or Envista Business, whether arising prior to, at or after the Effective Time, (c) any breach by Envista of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder, or (d) any Liabilities of the Danaher Group under any of the agreements listed on Schedule 5.3.
Section 5.4    Procedures for Indemnification.
(a)    Direct Claims. Other than with respect to Third Party Claims, which shall be governed by Section 5.4(b), each Danaher Indemnitee and Envista Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within forty-five (45) days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of forty-five (45) days after receipt of a notice under this Section 5.4(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

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(b)    Third Party Claims. If a claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement (a “Third Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing (which notice obligation may be satisfied by providing copies of all notices and documents received by the Indemnitee relating to the Third Party Claim), and in reasonable detail, of the Third Party Claim promptly (and in any event within the earlier of (x) forty-five (45) days or (y) two (2) Business Days prior to the final date of the applicable response period under such Third Party Claim) after receipt by such Indemnitee of written notice of the Third Party Claim; provided, however, that the failure to provide notice of any such Third Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within ten (10) Business Days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. For all purposes of this Section 5.4(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(86)(vii).
(c)    Other than in the case of (i) Taxes addressed in the Tax Matters Agreement, which shall be addressed as set forth therein or (ii) indemnification by a beneficiary Party of a guarantor Party pursuant to Section 2.10(c) (the defense of which shall be controlled by the beneficiary Party), the Indemnifying Party shall be entitled, if it so chooses, to assume the defense thereof, and if it does not assume the defense of such Third Party Claim, to participate in the defense of any Third Party Claim in accordance with the terms of Section 5.5 at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable to the Indemnitee, within thirty (30) days of the receipt of an indemnification notice from such Indemnitee; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim to the extent such Third Party Claim (x) is an Action by a Governmental Entity, (y) involves an allegation of a criminal violation or (z) seeks injunctive relief against the Indemnitee. In connection with the Indemnifying Party’s defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), or in the event that any Third Party Claim seeks equitable relief which would restrict or limit the future conduct of the Indemnitee’s business or operations, such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter; provided further, that if the Indemnifying Party has assumed the defense of the Third Party Claim but has specified, and continues to assert, any reservations or exceptions to such defense or to its liability therefor, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party. The Indemnifying Party shall have the right to compromise or settle a Third Party Claim the defense of which it shall have assumed pursuant to this Section 5.4(c) and any such settlement or compromise made or caused to be made of a Third Party Claim in accordance with this Article V shall be binding on the Indemnitee, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such Third Party Claim without the written consent of the Indemnitee unless such settlement (A) completely and unconditionally releases the Indemnitee in connection with such matter, (B) provides relief consisting solely of money damages borne by the Indemnifying Party and (C) does not involve any admission by the Indemnitee of any wrongdoing or violation of Law.
(d)    If an Indemnifying Party fails for any reason to assume responsibility for defending a Third Party Claim within the period specified in this Section 5.4, such Indemnitee may

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defend such Third Party Claim at the cost and expense of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the Third Party Claim within the time period specified in clause (c) above, it shall not be a defense to any obligation to pay any amount in respect of such Third Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability.
(e)    Except as otherwise set forth in Section 6.5 and Section 8.3, or to the extent set forth in any Ancillary Agreement, absent fraud or willful misconduct by an Indemnifying Party, the indemnification provisions of this Article V shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article V against any Indemnifying Party. For the avoidance of doubt, all disputes in respect of this Article V shall be resolved in accordance with Article VIII.
(f)    Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification that differ from the provisions set forth in this Section 5.4, the terms of the Ancillary Agreement will govern.
(g)    The provisions of this Article V shall apply to Third Party Claims that are already pending or asserted as well as Third Party Claims brought or asserted after the date of this Agreement. There shall be no requirement under this Section 5.4 to give a notice with respect to any Third Party Claim that exists as of the Effective Time. The Parties acknowledge that Liabilities for Actions (regardless of the parties to the Actions) may be partly Danaher Liabilities and partly Envista Liabilities. If the Parties cannot agree on the allocation of any such Liabilities for Actions, they shall resolve the matter pursuant to the procedures set forth in Article VIII. Neither Party shall, nor shall either Party permit its Subsidiaries to, file Third Party claims or cross-claims against the other Party or its Subsidiaries in an Action in which a Third Party Claim is being resolved.
Section 5.5    Cooperation in Defense and Settlement.
(a)    With respect to any Third Party Claim that implicates both Parties in any material respect due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense (in a manner that, to the extent reasonably practicable, will preserve for all Parties any Privilege with respect thereto). The Party that is not responsible for managing the defense of any such Third Party Claim shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims. Notwithstanding the foregoing, nothing in this Section 5.5(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 5.4.
(b)    Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against Envista relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Effective Time or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Danaher, adversely impact the conduct of the Danaher Retained Businesses, Danaher shall have, at Danaher’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by Envista to any third party involved in such Action (including any Governmental Entity), to the extent that Danaher’s

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participation does not affect any privilege in a material and adverse manner; provided that to the extent that any such action requires the submission by Envista of any content relating to any current or former officer or director of Danaher, such content will only be submitted in a form approved by Danaher in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Danaher shall have a right to consent to any compromise or settlement related thereto.
(c)    Notwithstanding anything to the contrary in this Agreement, with respect to any notices or reports to be submitted to, or reporting, disclosure, filing or other requirements to be made with, any Governmental Entity by Envista or its Subsidiaries (“Governmental Filing”) where the Governmental Filing requires disclosure of facts, information or data that relate, in whole or in part, to periods prior to the Effective Time, Danaher shall have the reasonable opportunity to consult, advise and comment on the preparation and content of any such Governmental Filing in advance of its submission to a Governmental Entity, and Envista shall in good faith consider and take into account any comments so provided by Danaher with respect to such Governmental Filing.
(d)    Each of Danaher and Envista agrees that at all times from and after the Effective Time, if an Action is commenced by a third party naming two (2) or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts at its own expense to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.
Section 5.6    Indemnification Payments. Indemnification required by this Article V shall be made by periodic payments of the amount of Indemnifiable Losses in a timely fashion during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss incurred.
Section 5.7    Indemnification Obligations Net of Insurance Proceeds and Other Amounts.
(a)    Any recovery by any Indemnitee for any Indemnifiable Loss subject to indemnification pursuant to this Article V shall be calculated (i) net of Insurance Proceeds actually received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short-term borrowing, of future premium increases known at such time) and (ii) net of any proceeds actually received by the Indemnitee from any unaffiliated third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article V to any Indemnitee pursuant to this Article V shall be reduced by any Insurance Proceeds or Third Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee corresponding to the related Indemnifiable Loss. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party corresponding to any Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third Party Proceeds, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or Third Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.
(b)    Any Indemnity Payment shall be increased as necessary so that after making all payments corresponding to Taxes imposed on or attributable to such Indemnity Payment, the Indemnitee receives an amount equal to the sum it would have received had no such Taxes been imposed.
(c)    The Parties hereby agree that an insurer or other third party that would otherwise be obligated to pay any amount shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of any provision contained in this Agreement or any Ancillary Agreement, and that no insurer or any other Third Party shall be entitled to a “windfall” (e.g., a benefit they would not otherwise be entitled to receive, or the reduction or elimination of an insurance coverage obligation that they would otherwise have, in the absence of the indemnification or release

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provisions) by virtue of any provision contained in this Agreement or any Ancillary Agreement. Each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to collect or recover, or allow the Indemnifying Party to collect or recover, or cooperate with each other in collecting or recovering, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification may be available under this Article V. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Actions to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.
Section 5.8    Contribution. If the indemnification provided for in this Article V is unavailable for any reason to an Indemnitee (other than failure to provide notice with respect to any Third Party Claims in accordance with Section 5.4(b)) in respect of any Indemnifiable Loss, then the Indemnifying Party shall, in accordance with this Section 5.8, contribute to the Indemnifiable Losses incurred, paid or payable by such Indemnitee as a result of such Indemnifiable Loss in such proportion as is appropriate to reflect the relative fault of Envista and each other member of the Envista Group, on the one hand, and Danaher and each other member of the Danaher Group, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss. With respect to any Indemnifiable Losses arising out of or related to information contained in the IPO Disclosure Documents or other securities law filing, the relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact relates to information supplied by the Envista Business of a member of the Envista Group, on the one hand, or the Danaher Retained Business or a member of the Danaher Group, on the other hand.
Section 5.9    Additional Matters; Survival of Indemnities.
(a)    The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in this Article V shall survive the IPO.
(b)    The rights and obligations of any member of the Danaher Group or any member of the Envista Group, in each case, under this Article V shall survive (i) the sale or other Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities and (ii) any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.
Section 5.10    Environmental Matters.
(a)    Exchange of Information. Without limiting any other provision of this Agreement, each of Danaher and Envista agrees to provide, or cause to be provided, at any time before, at, or after the Effective Time, as soon as reasonably practicable after written request therefore, reasonable access to any non-privileged information in the possession or under the control of such respective Group and reasonable access to its employees to the extent that (i) such information relates to, or such employees have relevant knowledge regarding, specific alleged Environmental Liabilities, including the requesting party’s alleged or potential link to environmental contamination at an Off-Site Location or real property that was allegedly owned or operated by the Danaher Group and any operating group, business unit, division, Subsidiary, line of business or investment of Danaher or any of its Subsidiaries (including any member of the Envista Group) prior to the Effective Time; or (ii) such information relates to, or such employees have relevant knowledge regarding, the impact that any alleged Environmental Liability could have on the operations, activities or liability exposure of the requesting party; and (iii) the information and access to employees can be provided without significant disruption to the Group’s business or operations.

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(b)    Substitution.
(i)    Envista shall use its best efforts to obtain any consents, transfers, assignments, assumptions, waivers, or other legal instruments necessary to cause Envista or the appropriate Subsidiary of Envista to be fully substituted for Danaher or other member of the Danaher Group with respect to: (i) any order, decree, judgment, agreement or Action with respect to Envista Environmental Liabilities that are in effect as of the Effective Time; or (ii) Environmental Permits, financial assurance obligations or instruments, or other environmental approvals or filings associated with the Envista Assets. Envista shall inform the applicable Governmental Entity about its assumption of the Environmental Liabilities associated with the matters listed on Section 5.10(b) and request that the Governmental Entities direct all communications, requirements, notifications and/or official letters related to such matters to Envista. Danaher shall use its best efforts to provide necessary assistance or signatures to Envista to achieve the purposes of this section.
(ii)    Until such time as Envista and Danaher complete the substitutions outlined in Section 5.10(b)(i) above, Envista shall comply with all applicable Environmental Laws, including all reporting obligations, and the terms and conditions of all orders, decrees, judgments, agreements, actions, Environmental Permits, financial assurances, obligations, instruments or other environmental approvals or filings that remain in Danaher’s name relating to the Envista Assets and the Envista Environmental Liabilities.


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ARTICLE VI
PRESERVATION OF RECORDS; ACCESS TO INFORMATION;
CONFIDENTIALITY; PRIVILEGE
Section 6.1    Preservation of Corporate Records. Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 6.2, each Party shall use its commercially reasonable efforts, at such Party’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to the applicable record retention policy of Danaher or such other member of the Danaher Group, respectively, as in effect immediately prior to the Effective Time, including, without limitation, pursuant to any “Litigation Hold” issued by Danaher or any of its Subsidiaries prior to the Effective Time, (ii) the concluding date of any period as may be required by any applicable Law, (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Danaher Group or the Envista Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire, and (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Danaher Group or the Envista Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; provided that with respect to any pending or threatened Action arising after the Effective Time, clause (iii) of this sentence applies only to the extent that whichever member of the Danaher Group or the Envista Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from the other that certain Information relating to the Envista Business, the Danaher Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties shall use reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party.
Section 6.2    Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article V (in which event the provisions of such Article V shall govern) or for matters related to provision of Tax Records (in which event the provisions of the Tax Matters Agreement shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information:
(a)    After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Envista for specific and identified Information:
(i)    that (x) relates to Envista or the Envista Business, as the case may be, prior to the Effective Time or (y) is necessary for Envista to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Danaher and/or Envista are parties, Danaher shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Envista has a reasonable need for such originals) in the possession or control of Danaher or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Envista; provided that, to the extent any originals are delivered to Envista pursuant to this Agreement or the Ancillary Agreements, Envista shall, at its own expense, return them to Danaher within a reasonable time after the need to retain such originals has ceased; provided further that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the first anniversary of the date of this Agreement; provided further that, in the event that Danaher, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Article VII) would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege, Danaher shall not be obligated to provide such Information requested by Envista;

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(ii)    that (x) is required by Envista with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Envista (including under applicable securities laws) by a Governmental Entity having jurisdiction over Envista, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Danaher shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Envista has a reasonable need for such originals) in the possession or control of Danaher or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Envista; provided that, to the extent any originals are delivered to Envista pursuant to this Agreement or the Ancillary Agreements, Envista shall, at its own expense, return them to Danaher within a reasonable time after the need to retain such originals has ceased; provided further that, in the event that Danaher, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Article VII) would violate any Law or Contract with a Third Party or waive any Privilege, Danaher shall not be obligated to provide such Information requested by Envista; or
(b)    After the Effective Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Danaher for specific and identified Information:
(i)    that (x) relates to matters prior to the Effective Time or (y) is necessary for Danaher to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which Danaher and/or Envista are parties, Envista shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Danaher has a reasonable need for such originals) in the possession or control of Envista or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Danaher; provided that, to the extent any originals are delivered to Danaher pursuant to this Agreement or the Ancillary Agreements, Danaher shall, at its own expense, return them to Envista within a reasonable time after the need to retain such originals has ceased; provided further that, in the event any such access or the provision of any such Information (including information requested under Article VII) would violate any Law or Contract with a third party or waive any Privilege, Envista shall not be obligated to provide such Information requested by Danaher.
(ii)    that (x) is required by Danaher with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on Danaher (including under applicable securities laws) by a Governmental Entity having jurisdiction over Danaher, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Envista shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Danaher has a reasonable need for such originals) in the possession or control of Envista or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of Danaher; provided that, to the extent any originals are delivered to Danaher pursuant to this Agreement or the Ancillary Agreements, Danaher shall, at its own expense, return them to Envista within a reasonable time after the need to retain such originals has ceased.
(c)    Each of Danaher and Envista shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to this Article VI or Article VII of their obligation to hold such information confidential in accordance with the provisions of this Agreement.
(d)    On the Effective Date, Envista shall deliver to Danaher an electronic copy of any and all databases in the possession of any member of the Envista Group that exist as of such date and were established at or prior to the Effective Time to retain records relating to the organizational structure, business or operations of the Envista Business or as otherwise may be requested by Danaher.

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Section 6.3    Witness Services. At all times from and after the Effective Time, each of Danaher and Envista shall use its commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees and agents (taking into account the business demands of such individuals) as witnesses to the extent that (i) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions in which one or more members of one Group is adverse to one or more members of the other Group) and (ii) there is no conflict in the Action between the requesting Party and the other Party. A Party providing a witness to the other Party under this Section 6.3 shall be entitled to receive from the recipient of such witness services, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be reasonably incurred and properly paid under applicable Law.
Section 6.4    Reimbursement; Other Matters. Except to the extent otherwise contemplated by this Agreement or any Ancillary Agreement, a Party providing Information or access to Information to the other Party under this Article VI shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), as may be reasonably incurred in providing such Information or access to such Information.
Section 6.5    Confidentiality.
(a)    Notwithstanding any termination of this Agreement, and except as otherwise provided in the Ancillary Agreements, each of Danaher and Envista shall hold, and shall cause their respective Affiliates and their officers, employees, agents, consultants and advisors to hold, in strict confidence (and not to disclose or release or, except as otherwise permitted by this Agreement or any Ancillary Agreement, use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to the other Party or its Affiliates; provided that each Party may disclose, or may permit disclosure of, Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information for auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Subsidiaries is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against the other Party or in respect of claims by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement (including pursuant to Section 2.3) or an Ancillary Agreement, (vi) to Governmental Entities in accordance with applicable procurement regulations and contract requirements or (vii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a third party pursuant to clause (ii), (iii), (v) or (vi) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the Party to whom the

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Confidential Information relates of the existence of such request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information.
(b)    Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of third parties that was received under confidentiality or non-disclosure agreements with such third party while such Party and/or members of its Group were part of the Danaher Group. Each Party shall comply, and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such third-party agreements entered into prior to the Effective Time, with respect to any confidential and proprietary Information of third parties to which it or any other member of its Group has had access.
(c)    Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that applies to Danaher’s confidential and proprietary information pursuant to policies in effect as of the Effective Time and (ii) confidentiality obligations provided for in any Contract between each Party or its Subsidiaries and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by any other Party as of the Effective Time may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the Envista Business (in the case of the Envista Group) or the Danaher Retained Business (in the case of the Danaher Group); provided that such Confidential Information may only be used by such Party and its officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used as of the date of this Agreement, and may only be shared with additional officers, employees, agents, consultants and advisors of such Party on a need-to-know basis exclusively with regard to such specified use; provided further that such Confidential Information may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of Section 6.5(a).
(d)    The Parties agree that irreparable damage may occur in the event that the provisions of this Section 6.5 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or injunctions to enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.
(e)    For the avoidance of doubt and notwithstanding any other provision of this Section 6.5, (i) the disclosure and sharing of Privileged Information shall be governed solely by Section 6.6, and (ii) Information that is subject to any confidentiality provision or other disclosure restriction in any Ancillary Agreement shall be governed by the terms of such Ancillary Agreement.
(f)    For the avoidance of doubt and notwithstanding any other provision of this Section 6.5, following the Effective Date, the confidentiality obligations under this Agreement shall continue to apply to any and all Confidential Information concerning or belonging to each Party or its Affiliates that is shared or disclosed with the other Party or its Affiliates, whether or not such Confidential Information is shared pursuant to this Agreement, any Ancillary Agreement or otherwise.
Section 6.6    Privilege Matters.
(a)    Pre-IPO Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered

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for the collective benefit of each of the members of the Danaher Group and the Envista Group, and that each of the members of the Danaher Group and the Envista Group should be deemed to be the client with respect to such pre-IPO services for the purposes of asserting all privileges, immunities, or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”). The Parties shall have a shared Privilege with respect to all Information subject to Privilege (“Privileged Information”) which relates to such pre-IPO services. For the avoidance of doubt, Privileged Information within the scope of this Section 6.6 includes, but is not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.
(b)    Post-IPO Services. The Parties recognize that legal and other professional services will be provided following the Effective Time to each of Danaher and Envista. The Parties further recognize that certain of such post-IPO services will be rendered solely for the benefit of Danaher or Envista, as the case may be, while other such post-IPO services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve both Danaher and Envista. With respect to such post-IPO services and related Privileged Information, the Parties agree as follows:
(i)    All Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve both Danaher and Envista shall be subject to a shared Privilege among the Parties involved in the claims, proceedings, litigation, disputes, or other matters at issue; and
(ii)    Except as otherwise provided in Section 6.6(b)(i), Privileged Information relating to post-IPO services provided solely to one of Danaher or Envista shall not be deemed shared between the Parties, provided, that the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information or (y) otherwise to share Privileged Information without waiving any Privilege which could be asserted under applicable Law.
(c)    The Parties agree as follows regarding all Privileged Information with respect to which the Parties shall have a shared Privilege under Section 6.6(a) or (b):
(i)    Subject to Section 6.6(c)(iii) and (iv), Envista may not waive, allege or purport to waive, any Privilege which could be asserted under any applicable Law, and in which Danaher has a shared Privilege, without the consent of Danaher, which shall not be unreasonably withheld or delayed. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within fifteen (15) days after written notice by Envista to Danaher. Danaher shall be entitled, in its sole discretion to waive, allege or purport to waive, any Privilege in connection with any Privileged Information, whether or not the Privileged Information is in the possession or under the control of any member of the Danaher Group or any member of the Envista Group;
(ii)    If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a Privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, and shall endeavor to minimize any prejudice to the rights of the other Party. Danaher shall not unreasonably withhold consent to any request for waiver by Envista and specifically agrees that it shall not withhold consent to waive for any purpose except to protect its own legitimate interests;
(iii)    If, within fifteen (15) days of receipt by Envista of written objection, the Parties have not succeeded in negotiating a resolution to any dispute regarding whether a Privilege should be waived, and Envista determines that a Privilege should nonetheless be waived to protect or advance its interest, Envista shall provide Danaher fifteen (15) days written notice prior to effecting such waiver. Each Party specifically agrees that failure within fifteen (15) days of receipt of such notice to commence proceedings in accordance with Section 8.2 to enjoin such disclosure under applicable Law shall be

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deemed full and effective consent to such disclosure, and any such Privilege shall not be waived by Envista under the final determination of such dispute in accordance with Section 8.2; and
(iv)    In the event of any litigation or dispute between the Parties, or any members of their respective Groups, either such Party may waive a Privilege in which the other Party or member of such Group has a shared Privilege, without obtaining the consent of the other Party; provided that such waiver of a shared Privilege shall be effective only as to the use of Privileged Information with respect to the litigation or dispute between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared Privilege with respect to third parties.
(d)    The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Danaher or Envista as set forth in Section 6.5 and this Section 6.6, to maintain the confidentiality of Privileged Information and to assert and maintain any applicable Privilege. The access to Information being granted pursuant to Section 5.5, Section 6.1, Section 6.2 and Article VII, the agreement to provide witnesses and individuals pursuant to Section 5.5 and Section 6.3, the furnishing of notices and documents and other cooperative efforts contemplated by Section 5.5, and the transfer of Privileged Information between the Parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Agreement or otherwise.
Section 6.7    Ownership of Information. Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article VI shall be deemed to remain the property of the providing Party. Unless expressly set forth herein, nothing contained in this Agreement shall be construed as granting a license or other rights to any Party with respect to any such Information, whether by implication, estoppel or otherwise.
Section 6.8    Personal Data.
(a)    The Parties acknowledge that (i) Danaher is a Data Controller with respect to the Processing of the Danaher Personal Data prior to and after the Effective Time, (ii) Danaher and Envista are separate Data Controllers with respect to the Processing of Envista Personal Data prior to the Effective Time, and (iii) Envista remains a Data Controller with respect to the Processing of the Envista Personal Data from and after the Effective Time. As such, from and after the Effective Time, Envista shall comply with the requirements of Data Protection Laws applicable to Data Controllers in connection with the Envista Personal Data and this Agreement and shall not knowingly do anything or permit anything to be done which might lead to a breach by Danaher or its Affiliates of the Data Protection Laws.
(b)    Both Parties shall cooperate to ensure that their Processing of Personal Data hereunder does and will comply with all applicable Data Protection Laws and take all reasonable precautions to avoid acts that place the other Party in breach of its obligations under any applicable Data Protection Laws. Nothing in this Section 6.8 shall be deemed to prevent any Party from taking the steps it reasonably deems necessary to comply with any applicable Data Protection Laws.
Section 6.9    Other Agreements. The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in any Ancillary Agreement.


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ARTICLE VII
FINANCIAL AND OTHER COVENANTS
Section 7.1    Disclosure and Financial Controls. Envista agrees that, for so long as Danaher is required to consolidate the results of operations and financial position of Envista and/or any other members of the Envista Group or to account for its investment in Envista and/or any other members of the Envista Group under the equity method of accounting (determined in accordance with GAAP and consistent with Commission reporting requirements):
(a)Disclosure and Financial Controls. Envista will, and will cause each other member of the Envista Group to, maintain, as of and after the Effective Date, disclosure controls and procedures and internal control over financial reporting as defined in Rule 13a-15 under the Exchange Act; Envista will cause each of its principal executive and principal financial officers to sign and deliver certifications to Envista’s periodic reports and will include the certifications in Envista’s periodic reports, in each case, as and when required pursuant to Rule 13a-14 under the Exchange Act and Item 601 of Regulation S-K; Envista will comply with its obligations under Sections 302 and 404 of the Sarbanes-Oxley Act of 2002; Envista will cause its management to evaluate Envista’s disclosure controls and procedures and internal control over financial reporting (including any change in internal control over financial reporting) as and when required pursuant to Rule 13a-15 under the Exchange Act; Envista will disclose in its periodic reports filed with the Commission information concerning Envista management’s responsibilities for and evaluation of Envista’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of Envista’s independent auditors relating to internal control over financial reporting) as and when required under Items 307 and 308 of Regulation S-K and other applicable Commission rules; and, without limiting the general application of the foregoing, Envista will, and will cause each other member of the Envista Group to, maintain as of and after the Effective Date internal systems and procedures that will provide reasonable assurance that (i) the Financial Statements are reliable and timely prepared in accordance with GAAP and applicable Law, (ii) all transactions of members of the Envista Group are recorded as necessary to permit the preparation of the Financial Statements, (iii) the receipts and expenditures of members of the Envista Group are authorized at the appropriate level within Envista, and (iv) unauthorized use or disposition of the assets of any member of the Envista Group that could have a material effect on the Financial Statements is prevented or detected in a timely manner. It is understood and agreed that references in this Section 7.1(a) to reporting or other obligations of Envista shall be deemed to assume, for purposes hereof, that Envista is subject to the same rules and regulations as Danaher.
(b)Fiscal Year. Envista will, and will cause each member of the Envista Group organized in the U.S. to, maintain a fiscal year and fiscal quarters that commence and end on the same calendar days as Danaher’s fiscal year and fiscal quarters commence and end, and maintain monthly accounting periods that commence and end on the same calendar days as Danaher’s monthly accounting periods commence and end. Envista will, and will cause each other member of the Envista Group organized outside the U.S. to, maintain a fiscal year and fiscal quarters that commence and end on the same calendar days as the fiscal year and fiscal quarters of the corresponding members of the Danaher Group (if any) organized outside the U.S. commences and ends, and maintain monthly accounting periods that commence and end on the same calendar days as the monthly accounting periods of the corresponding members of the Danaher Group (if any) organized outside the U.S. commence and end.
(c)Monthly and Quarterly Financial Information. Envista will deliver or make available to Danaher a consolidated income statement and balance sheet, or the information required to prepare a consolidated income statement and balance sheet, on a monthly basis for Envista for such period in the same format and manner, with the same detail, and in the same timeframe, as the Envista Business delivered or made available such information to Danaher prior to the Effective Date (such practices, the “Financial Delivery Practices”). Envista will deliver or make available to Danaher a consolidated income statement and balance sheet and supplemental data related to cash flows, or the

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information required to prepare a consolidated income statement and balance sheet and supplemental data related to cash flows, and other necessary disclosures on a quarterly basis in accordance with the Financial Delivery Practices. Envista will be responsible for reviewing its results and data and for informing Danaher immediately of any post-closing adjustments that come to its attention. Envista must provide final sign-off of its results, using Danaher’s materiality standards, no later than nine (9) Business Days after the quarterly close period end for the income statement and no later than twelve (12) Business Days after the quarterly close period end for the balance sheet and supplemental data, in each case unless otherwise directed by Danaher. A certification will be provided by the Chief Executive Officer and Chief Financial Officer of Envista that the quarterly financials and internal controls appropriately represent the financial position and current financial reporting controls of Envista no later than five (5) Business Days prior to Danaher’s filing of its quarterly financial statements with the Commission.
(d)Quarterly Financial Statements. As soon as practicable, in accordance with the Financial Delivery Practices, Envista will deliver to Danaher drafts of (i) the consolidated financial statements of the Envista Group (and notes thereto) for each fiscal quarter and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal quarter of Envista the consolidated figures (and notes thereto) for the corresponding quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP, and (ii) a discussion and analysis by management of the Envista Group’s financial condition and results of operations for such fiscal quarter, including an explanation of any material period-to-period changes and any off-balance sheet transactions, all in reasonable detail and prepared in accordance with Item 303(b) of Regulation S-K; provided, however, that Envista will deliver such information at a specified, earlier time upon Danaher’s written request with at least twenty (20) days’ advance notice. The information set forth in (i) and (ii) above is referred to in this Agreement as the “Quarterly Financial Statements.” No later than seven (7) Business Days prior to the date Envista publicly files the Quarterly Financial Statements with the Commission or otherwise makes such Quarterly Financial Statements publicly available, Envista will deliver to Danaher the final form of the Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of Envista in the forms required under Commission rules for periodic reports and in form and substance satisfactory to Danaher; provided, however, that Envista may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by Envista to Danaher as soon as practicable, and in any event within eight (8) hours of making any such corrections or changes; provided, further, that Danaher’s and Envista’s legal and financial representatives will actively consult with each other regarding any changes (whether or not substantive) which Envista may consider making to its Quarterly Financial Statements and related disclosures during the seven (7) Business Days immediately prior to any anticipated filing with the Commission, with particular focus on any changes which would have an effect upon Danaher’s financial statements or related disclosures. Without limiting the foregoing, Envista will consult with Danaher regarding Danaher’s comments on the Quarterly Financial Statements and related disclosures and shall accept all of Danaher’s comments on such Quarterly Financial Statements and related disclosures except to the extent such comments are inconsistent with applicable Law or GAAP. In addition to the foregoing, no Quarterly Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to the ownership of Envista by Danaher or the Transactions, will be filed with the Commission or otherwise made public by any Envista Group member without the prior written consent of Danaher. Notwithstanding anything to the contrary in this Section 7.1(d), Envista will not file its Quarterly Financial Statements with the Commission prior to the time that Danaher files the Danaher quarterly financial statements with the Commission unless otherwise required by applicable Law.
(e)Annual Financial Statements. On an annual basis, in accordance with the Financial Delivery Practices, Envista will deliver to Danaher an income statement and balance sheet and supplemental data related to cash flows and other necessary disclosures for such fiscal year in such format and detail as Danaher may request. Envista will be responsible for reviewing its results and data and for informing Danaher immediately of any post-closing adjustments in excess of $5 million pre-tax that come

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to its attention and of any adjustments below $5 million within eight (8) hours of its awareness. Envista must provide final sign-off of its results, using Danaher’s materiality standards, no later than nine (9) Business Days after the annual close period end for the income statement and no later than twelve (12) Business Days after the annual close period end for the balance sheet and supplemental data, in each case unless otherwise directed by Danaher. A certification will be provided by the Chief Executive Officer and Chief Financial Officer of Envista pertaining to the internal controls no later than five (5) Business Days prior to Danaher’s filing of its audited annual financial statements (the “Danaher Annual Statements”) with the Commission. As soon as practicable, and in any event no later than twenty (20) Business Days prior to the date on which Danaher has notified Envista that Danaher intends to file its annual report on Form 10-K or other document containing annual financial statements with the Commission, Envista will deliver to Danaher any financial and other information and data with respect to the Envista Group and its business, properties, financial position, results of operations and prospects as is reasonably requested by Danaher in connection with the preparation of Danaher’s financial statements and annual report on Form 10-K. As soon as practicable, and in any event no later than ten (10) Business Days prior to the date on which Envista is required to file an annual report on Form 10-K or other document containing its Annual Financial Statements (as defined below) with the Commission, Envista will deliver to Danaher (i) drafts of the consolidated financial statements of the Envista Group (and notes thereto) for such year, setting forth in each case in comparative form the consolidated figures (and notes thereto) for the previous fiscal years and all in reasonable detail and prepared in accordance with Regulation S-X and GAAP and (ii) a discussion and analysis by management of the Envista Group’s financial condition and results of operations for such year, including an explanation of any material period-to-period change and any off-balance sheet transactions, all in reasonable detail and prepared in accordance with Items 303(a) and 305 of Regulation S-K. The information set forth in (i) and (ii) above is referred to in this Agreement as the “Annual Financial Statements.” Envista will deliver to Danaher all revisions to such drafts as soon as any such revisions are prepared or made. No later than seven (7) Business Days prior to the date Envista publicly files the Annual Financial Statements with the Commission or otherwise makes such Annual Financial Statements publicly available, Envista will deliver to Danaher the final form of its annual report on Form 10-K and certifications thereof by the principal executive and financial officers of Envista in the forms required under Commission rules for periodic reports and in form and substance satisfactory to Danaher; provided, however, that Envista may continue to revise such Annual Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by Envista to Danaher as soon as practicable, and in any event within eight (8) hours of making any such corrections or changes; provided, further, that Danaher’s and Envista’s legal and financial representatives will actively consult with each other regarding any changes (whether or not substantive) which Envista may consider making to its Annual Financial Statements and related disclosures during the seven (7) Business Days immediately prior to any anticipated filing with the Commission. Without limiting the foregoing, Envista will consult with Danaher regarding Danaher’s comments on the Annual Financial Statements and related disclosures and shall accept all of Danaher’s comments on such Annual Financial Statements and related disclosures except to the extent such comments are inconsistent with applicable Law or GAAP. In addition to the foregoing, no Annual Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to the ownership of Envista by Danaher or the Transactions will be filed with the Commission or otherwise made public by any Envista Group member without the prior written consent of Danaher. Notwithstanding anything to the contrary in this Section 7.1(e), Envista will not file its Annual Financial Statements with the Commission prior to the time that Danaher files the Danaher Annual Statements with the Commission unless otherwise required by applicable Law.
(f)Affiliate Financial Statements. Envista will deliver to Danaher all quarterly financial statements and annual financial statements of each Affiliate of Envista which is itself required to file financial statements with the Commission or otherwise make such financial statements publicly available, with such financial statements to be provided in the same manner and detail and on the same time schedule as Quarterly Financial Statements and Annual Financial Statements required to be delivered to Danaher pursuant to this Section 7.1.

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(g)Conformance with Danaher Financial Presentation. All information provided by any member of the Envista Group to Danaher or filed with the Commission pursuant to Section 7.1(c) through (f) inclusive will be consistent in terms of format and detail and otherwise with Danaher’s policies with respect to the application of GAAP and practices in effect on the Effective Date with respect to the provision of such financial information by such member of the Envista Group to Danaher (and, where appropriate, as presently presented in financial reports to the Danaher Board), with such changes therein as may be requested by Danaher from time to time consistent with changes in such accounting principles and practices, including any changes in the interpretation or application of GAAP.
(h)Envista Reports Generally. Envista shall, and shall cause each other member of the Envista Group that files information with the Commission to, deliver to Danaher: (i) substantially final drafts, as soon as the same are prepared, of (A) all reports, notices and proxy and information statements to be sent or made available by such member(s) of the Envista Group to its or their respective security holders, (B) all regular, periodic and other reports to be filed or furnished under Sections 13, 14, 15 and 16 of the Exchange Act and the rules and regulations thereunder (including reports on Forms 10-K, 10-Q and 8-K, annual reports to stockholders, and Forms 3, 4 and 5 and amendments thereto with respect to Envista Securities (“Section 16 Reports”)), and (C) all registration statements and prospectuses to be filed by any such member of the Envista Group with the Commission or any securities exchange pursuant to the listed company manual (or similar requirements) of such exchange (collectively, the documents identified in clauses (A), (B) and (C) are referred to in this Agreement as “Envista Public Documents”), and (ii) as soon as practicable, but in no event later than five (5) Business Days (other than with respect to Form 8-Ks or Section 16 Reports) prior to the earliest of the dates the same are printed, sent or filed, current drafts of all such Envista Public Documents and, with respect to Form 8-Ks and Section 16 Reports, as soon as practicable, but in no event later than three (3) Business Days prior to the earliest date the same are filed in the case of planned Form 8-Ks, and as soon as practicable, but in no event less than two (2) hours prior to the filing, in the case of unplanned Form 8-Ks and Section 16 Reports; provided, however, that Envista may continue to revise such Envista Public Documents prior to the filing thereof in order to make corrections and non-substantive changes, which corrections and changes will be delivered by Envista to Danaher as soon as practicable, and in any event within eight (8) hours of making any such corrections or changes; provided, further, that the legal and financial representatives of Danaher and Envista will actively consult with each other regarding any changes (whether or not substantive) which Envista may consider making to any of its Envista Public Documents and related disclosures prior to any anticipated filing with the Commission, with particular focus on any changes which would have an effect upon Danaher’s financial statements or related disclosures. Without limiting the foregoing, Envista shall consult with Danaher regarding Danaher’s comments on the Envista Public Documents and shall accept all of Danaher’s comments on such Envista Public Documents except to the extent such comments are inconsistent with applicable Law or GAAP. In addition to the foregoing, no Envista Public Document or any other document which refers to, or contains information not previously publicly disclosed with respect to the ownership of Envista by Danaher or the Transactions will be filed with the Commission or otherwise made public by any Envista Group member without the prior written consent of Danaher.
(i)Budgets and Financial Projections. Envista will, as promptly as practicable, deliver to Danaher copies of all annual budgets and financial projections (consistent in terms of format and detail with Danaher’s historical practices, except as mutually agreed upon by the Parties) relating to Envista on a consolidated basis and will provide Danaher an opportunity to meet with management of Envista to discuss such budgets and projections. In addition, to the extent requested by Danaher, Envista will participate in Danaher’s annual strategic review planning and other similar meetings and processes in a manner consistent with past practices or with such changes as Danaher may reasonably request.
(j)Other Information. With reasonable promptness, Envista will deliver to Danaher such additional financial and other information and data with respect to the Envista Group and their business, properties, financial positions, results of operations and prospects as from time to time may be requested by Danaher.

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(k)Press Releases and Similar Information. Envista and Danaher will consult with each other as to the timing of their annual and quarterly earnings releases and any interim financial guidance for a current or future period and will give each other the opportunity to review the information therein relating to the Envista Group and to comment thereon. Danaher and Envista shall coordinate the timing of (i) their respective earnings release conference calls and (ii) their respective public earnings release issuance and filings with the Commission, in each case as directed by Danaher. No later than one (1) Business Day prior to the time and date that a Party intends to publish its regular annual or quarterly earnings release or any financial guidance for a current or future period, such Party will deliver to the other Party copies of substantially final drafts of all related press releases and other statements to be made available by any member of that Party’s Group to employees of any member of that Party’s Group or to the public concerning any matters that could be reasonably likely to have a material financial impact on the earnings, results of operations, financial condition or prospects of any member of the Envista Group. In addition, prior to the issuance of any such press release or public statement that meets the criteria set forth in the preceding sentence, the issuing Party will consult with the other Party regarding any changes (other than typographical or other similar minor changes) to such substantially final drafts. Immediately following the issuance thereof, the issuing Party will deliver to the other Party copies of final drafts of all press releases and other public statements. Envista shall obtain the written consent of Danaher prior to issuing any press releases or otherwise making public statements with respect to the Transactions or any of the other transactions contemplated hereby and prior to making any filings with any Governmental Authority with respect thereto.
(l)Cooperation on Danaher Filings. Envista will cooperate fully, and cause Envista Auditors to cooperate fully, with Danaher to the extent requested by Danaher in the preparation of Danaher’s public earnings or other press releases, quarterly reports on Form 10-Q, annual reports to stockholders, annual reports on Form 10-K, any current reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by Danaher with the Commission, any national securities exchange or otherwise made publicly available (collectively, the “Danaher Public Filings”). Envista agrees to provide to Danaher all information that Danaher requests in connection with any Danaher Public Filings or that, in the judgment of Danaher’s counsel, is required to be disclosed or incorporated by reference therein under any Law. Envista will provide such information in a timely manner on the dates requested by Danaher (which may be earlier than the dates on which Envista otherwise would be required hereunder to have such information available) to enable Danaher to prepare, print and release all Danaher Public Filings on such dates as Danaher will determine but in no event later than as required by applicable Law. Envista will use its commercially reasonable efforts to cause Envista Auditors to consent to any reference to them as experts in any Danaher Public Filings required under any Law. If and to the extent requested by Danaher, Envista will diligently and promptly review all drafts of such Danaher Public Filings and prepare in a diligent and timely fashion any portion of such Danaher Public Filing pertaining to Envista. Prior to any printing or public release of any Danaher Public Filing, an appropriate executive officer of Envista will, if requested by Danaher, certify that the information relating to any member of the Envista Group or the Envista Business in such Danaher Public Filing is accurate, true, complete and correct in all material respects. Unless required by Law, Envista will not publicly release any financial or other information which conflicts with the information with respect to any member of the Envista Group or the Envista Business that is included in any Danaher Public Filing without Danaher’s prior written consent. Prior to the release or filing thereof, Danaher will provide Envista with a draft of any portion of a Danaher Public Filing containing information relating to the Envista Group and will give Envista an opportunity to review such information and comment thereon; provided that Danaher will determine in its sole and absolute discretion the final form and content of all Danaher Public Filings.
Section 7.2    Auditors and Audits; Annual Statements and Accounting. Envista agrees that for so long as Danaher is required to consolidate the results of operations and financial position of Envista and/or any other members of the Envista Group or to account for its investment in Envista and/or any other members of the Envista Group under the equity method of accounting (determined in accordance with GAAP and consistent with Commission reporting requirements) (such period, which shall be

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extended if and for so long as any amendments to, or restatements or modifications of, any Danaher Public Filings made during such period are necessary, an “Applicable Period”), and for purposes of Section 7.2(a) only, for so long as services are being provided under the Transition Services Agreement, it shall comply with the following additional obligations:
(a)Selection of Envista Auditors. Unless required by Law or directed by Danaher, Envista will not select an accounting firm other than Ernst & Young LLP (or its affiliate accounting firms) to serve as its independent certified public accountants (“Envista Auditors”) without Danaher’s prior written consent. Notwithstanding the foregoing, Envista shall obtain the approval of Danaher prior to engaging Ernst & Young LLP (or its affiliate accounting firms) for any non-audit services, including any such services that may affect the accounting firm’s independence.
(b)Audit Timing. Beginning with the 2019 fiscal year, Envista will use its best efforts to enable Envista Auditors to complete their audit for the 2019 fiscal year such that they will date their opinion on the Annual Financial Statements on the same date that Danaher’s independent certified public accountants (“Danaher Auditors”) date their opinion on the Danaher Annual Statements, and to enable Danaher to meet its timetable for the printing, filing and public dissemination of the Danaher Annual Statements, all in accordance with Section 7.1(a) hereof and as required by applicable Law.
(c)Quarterly Review. Beginning in the 2019 fiscal year, Envista shall use its best efforts to enable Danaher Auditors to complete their quarterly review procedures on the Quarterly Financial Statements on the same date that Danaher Auditors complete their quarterly review procedures on Danaher’s quarterly financial statements.
(d)Information Needed by Danaher. Envista will provide to Danaher on a timely basis all information that Danaher requires to meet its schedule for the preparation, printing, filing, and public dissemination of the Danaher Annual Statements in accordance with Section 7.1(a) hereof and as required by applicable Law. Without limiting the generality of the foregoing, Envista will provide all required financial information with respect to the Envista Group to Envista Auditors in a sufficient and reasonable time and in sufficient detail to permit Envista Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to Danaher Auditors with respect to information to be included or contained in the Danaher Annual Statements.
(e)Access to Envista Auditors. Envista will authorize Envista Auditors to make available to the Danaher Auditors both the personnel who performed, or are performing, the annual audit and quarterly reviews of Envista and work papers related to the annual audit and quarterly reviews of Envista, in all cases within a reasonable time prior to Envista Auditors’ opinion date, so that the Danaher Auditors are able to perform the procedures they consider necessary to take responsibility for the work of Envista Auditors as it relates to the Danaher Auditors’ report on Danaher’s statements, all within sufficient time to enable Danaher to meet its timetable for the printing, filing and public dissemination of the Danaher Annual Statements.
(f)Access to Records. Envista will provide Danaher Auditors and Danaher’s other Representatives, including Danaher’s internal auditors, with access to the Envista Group’s books and records so that Danaher may conduct audits relating to the financial statements provided by Envista under this Agreement as well as to the internal accounting controls and operations of the Envista Group.
(g)Operating Review Process. Envista shall conduct its strategic and operational review process on a schedule that is consistent with that of Danaher’s. As a supplement to the information furnished by Envista to Danaher pursuant to Section 7.1, Envista shall allow Danaher to conduct its strategic and operational reviews of Envista through participation in meetings or other activities of the Envista Board by the Danaher Designees or otherwise as requested by Danaher outside of such meetings or other activities of the Envista Board. To facilitate Danaher’s participation in the process in this manner, Envista shall hold all of its regularly scheduled board meetings at which its strategic and operational reviews are discussed within a time frame consistent with Danaher’s strategic and operational

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review process. Envista shall also allow Danaher to conduct all other reviews of Envista’s operations, affairs, finances or results (other than those required to comply with applicable financial reporting requirements or its customary financial reporting practices) through participation in meetings or other activities of the Envista Board by the Danaher Designees or otherwise as requested by Danaher outside of such meetings or other activities of the Envista Board. In connection with strategic, operational or other reviews, relevant Danaher personnel other than the Danaher Designees may participate at Danaher’s invitation. Danaher will notify Envista in advance of any such additional attendees.
(h)Notice of Changes. Envista will give Danaher as much prior notice as reasonably practicable of any proposed determination of, or any significant changes in, Envista’s accounting estimates or accounting principles from those in effect on the Effective Date. Envista will consult with Danaher and, if requested by Danaher, Envista will consult with the Danaher Auditors with respect thereto. Envista will not make any such determination or changes without Danaher’s prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in Envista’s or Danaher’s financial statements as filed with the Commission or otherwise publicly disclosed therein.
(i)Accounting Changes Requested by Danaher. Notwithstanding clause (h) above, Envista will make any changes in its accounting practices or accounting principles, including any changes in the interpretation or application of GAAP, that are requested by Danaher in order for Envista’s accounting practices and principles to be consistent with those of Danaher.
(j)Special Reports of Deficiencies or Violations. Envista will report in reasonable detail to Danaher the following events or circumstances promptly (and in any event within forty-eight (48) hours) after any executive officer of Envista or any member of the Envista Board becomes aware of such matter: (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Envista’s ability to record, process, summarize and report financial information; (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Envista’s internal controls over financial reporting; (C) any illegal act within the meaning of Section 10A(b) and (f) of the Exchange Act; and (D) any other material violation of Law (including any violation of law that an attorney representing any member of the Envista Group has formally reported to any officers or directors of Envista pursuant to the Commission’s attorney conduct rules (17 C.F.R. Part 205)).
Section 7.3    Envista Board Representation.
(a)Following the Effective Date, and for so long as the Danaher Group Beneficially Owns shares of Envista Common Stock representing, in the aggregate, a majority of the total voting power of the then outstanding Envista Voting Stock with respect to the election of directors, Danaher shall have the right to designate for nomination by the Envista Board (or any nominating committee thereof) for election to the Envista Board (each person so designated, a “Danaher Designee”) a majority of the members of the Envista Board and the right to designate the Chairman of the Board. For so long as the Danaher Group Beneficially Owns shares of Envista Common Stock representing, in the aggregate, less than a majority but at least 10% of the total voting power of the then outstanding Envista Voting Stock with respect to the election of directors, Danaher shall have the right to designate for nomination by the Envista Board (or any nominating committee thereof) for election to the Envista Board a proportionate number of Danaher Designees to the Envista Board, as calculated in accordance with Section 7.3(d). Notwithstanding anything to the contrary set forth herein, Envista’s obligations with respect to the election or appointment of Danaher Designees (i) shall be limited to the obligations set forth under this Section 7.3 and (ii) shall be further limited by Envista’s compliance with Law and any applicable Commission or stock exchange director independence requirements (giving effect to any “controlled company” exemption applicable thereto), provided that Envista otherwise exercises best efforts to comply therewith.

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(b)For so long as the Danaher Group Beneficially Owns shares of Envista Common Stock representing, in the aggregate, a majority of the total voting power of the then outstanding Envista Voting Stock with respect to the election of directors, Envista shall take advantage of all available “controlled company” exemptions under the rules of the stock exchange on which Envista’s shares are listed, including exemptions from compliance with certain corporate governance requirements relating to director independence. Commencing with the annual meeting of stockholders of Envista to be held in 2020 and prior to each annual meeting of stockholders of Envista thereafter, Danaher shall be entitled to present to the Envista Board or any nominating committee thereof for nomination thereby such number of Danaher Designees for election to the Envista Board (or if there is a classified board, the class of directors up for election) at such annual meeting as would result in Danaher having the appropriate number of Danaher Designees on the Envista Board as determined pursuant to this Section 7.3.
(c)Envista shall at all such times exercise all authority under applicable Law and cause all such Danaher Designees to be nominated for election as members of the Envista Board by the Envista Board (or any nominating committee thereof). Envista shall cause each Danaher Designee for election to the Envista Board to be included in the slate of nominees recommended by the Envista Board to holders of Envista Common Stock (including at any special meeting of stockholders held for the election of directors) and shall use best efforts to cause the election of each such Danaher Designee, including soliciting proxies in favor of the election of such persons. In the event that any Danaher Designee elected to the Envista Board shall cease to serve as a director for any reason, the vacancy resulting therefrom shall be filled by the Envista Board with a substitute Danaher Designee. In the event that as a result of any increase in the size of the Envista Board, Danaher is entitled to have one or more additional Danaher Designees elected to the Envista Board pursuant to this Section 7.3, the Envista Board shall appoint the appropriate number of such additional Danaher Designees.
(d)If at any time the Danaher Group Beneficially Owns shares of Envista Common Stock representing, in the aggregate, less than a majority but at least 10% of the total voting power of the then outstanding Envista Voting Stock with respect to the election of directors, the number of persons Danaher shall be entitled to designate for nomination by the Envista Board (or any nominating committee thereof) for election to the Envista Board shall be equal to the number of directors computed using the following formula (rounded to the nearest whole number): the product of (i) the percentage of the total voting power of the then outstanding Envista Voting Stock Beneficially Owned by the Danaher Group and (ii) the number of directors then on the Envista Board (assuming no vacancies exist). Notwithstanding the foregoing, if the calculation set forth in the foregoing sentence would result in Danaher being entitled to elect a majority of the members of the Envista Board solely as a result of rounding, the formula will be recalculated with the product being rounded down to the nearest whole number; provided, however, that if the Danaher Group, at any time, acquires additional shares of Envista Common Stock so that the Danaher Group Beneficially Owns shares of Envista Common Stock representing, in the aggregate, a majority of the total voting power of the then outstanding Envista Voting Stock with respect to the election of directors, then the number of persons Danaher shall be entitled to designate for nomination by the Envista Board (or any nominating committee thereof) for election to the Envista Board shall be adjusted upward, if appropriate as a result of rounding, in accordance with the provisions of this Section 7.3(d). If the number of Danaher Designees serving on the Envista Board exceeds the number determined pursuant to the foregoing sentences of this Section 7.3(d) (such difference being herein called the “Excess Director Number”), then Danaher in its sole discretion shall instruct such Danaher Designees (the number of which designees shall be equal to the Excess Director Number) to promptly resign from the Envista Board, and, to the extent such persons do not so resign, Danaher shall assist Envista in increasing the size of the Envista Board, so that after giving effect to such increase, the number of Danaher Designees on the Envista Board is in accordance with the provisions of this Section 7.3(d).
(e)The Parties agree that the Envista Board shall consist of three classes of directors at the Effective Time, which shall include three (3) Danaher Designees in Class I and two (2) Danaher Designee in Class III, as set forth in the IPO Registration Statement.

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Section 7.4    Committees. As of the Effective Date and for so long as the Danaher Group Beneficially Owns shares of Envista Common Stock representing, in the aggregate, a majority of the total voting power of the then outstanding Envista Voting Stock with respect to the election of directors, any committee of the Envista Board shall, unless Danaher consents otherwise, be composed of directors at least a majority of which are Danaher Designees; provided that the Danaher Designees on any committee of the Envista Board shall comply with the applicable director independence requirements under applicable Law, after taking into account all available “controlled company” exemptions under the rules of the stock exchange on which Envista’s shares are listed. As of the Effective Date and for so long as the Danaher Group Beneficially Owns shares of Envista Common Stock representing, in the aggregate, less than a majority but at least 10% of the total voting power of the then outstanding Envista Voting Stock with respect to the election of directors, each committee of the Envista Board shall, unless Danaher consents otherwise, include at least one Danaher Designee; provided that the Danaher Designees on any committee of the Envista Board shall comply with the applicable director independence requirements under applicable Law.
Section 7.5    Other Covenants. In addition to the other covenants contained in this Agreement and the Ancillary Agreements, Envista hereby covenants and agrees that, for so long as Danaher Beneficially Owns shares of Envista Common Stock representing, in the aggregate, a majority of the total voting power of the then outstanding Envista Voting Stock with respect to the election of directors:
(a)    Envista will not, without the prior written consent of Danaher, take, or cause to be taken, directly or indirectly, any action, including making or failing to make any election under the Law of any state, which has the effect, directly or indirectly, of restricting or limiting the ability of Danaher to freely sell, transfer, assign, pledge or otherwise dispose of shares of Envista Common Stock or would restrict or limit the rights of any transferee of Danaher as a holder of Envista Common Stock. Without limiting the generality of the foregoing, Envista will not, without the prior written consent of Danaher, (i) adopt or thereafter amend, supplement, restate, modify or alter any stockholder rights plan in any manner that would result in (A) an increase in the ownership of Envista Common Stock by Danaher causing the rights thereunder to detach or become exercisable and/or (B) Danaher and its transferees not being entitled to the same rights thereunder as other holders of Envista Common Stock or (ii) take any action, or take any action to recommend to its stockholders any action, which would among other things, limit the legal rights of, or deny any benefit to, Danaher as an Envista stockholder either (A) solely as a result of the amount of Envista Common Stock owned by Danaher or (B) in a manner not applicable to Envista stockholders generally.
(b)    Except with respect to 961,778 shares of Envista Common Stock approved by the Envista Board (or a committee thereof) and its stockholders pursuant to the Envista 2019 Omnibus Incentive Plan and 22,222 shares of Envista Common Stock approved by the Envista Board (or a committee thereof) and its stockholders pursuant to the Envista Deferred Compensation Plan, Envista will not, without the prior written consent of Danaher, issue any Envista Securities; provided, that in no case shall any issuance (including any issuance of Envista Securities pursuant to the Envista 2019 Omnibus Incentive Plan or the Envista Deferred Compensation Plan or any other benefit plans or arrangements approved by the Envista Board) result in Danaher owning directly or indirectly less than (i) a majority of the outstanding shares of Envista Common Stock (on a fully-diluted basis) or (ii) 80% of the total voting power of the then outstanding Envista Voting Stock (on a fully-diluted basis) with respect to the election of directors. Prior to the Disposition Date, Envista shall not, without the prior written consent of Danaher issue any share of Envista Non-Voting Stock.
(c)    To the extent that Danaher is a party to any Contracts that provide that certain actions or inactions of Danaher Affiliates (which for purposes of such Contract include any member of the Envista Group) may result in Danaher being in breach of or in default under such Contracts and Danaher has advised Envista of the existence, and has furnished Envista with copies, of such Contracts (or the relevant portions thereof), Envista will not take or fail to take, as applicable, and Envista will cause the other members of the Envista Group not to take or fail to take, as applicable, any actions that reasonably could result in Danaher being in breach of or in default under any such Contract. The Parties acknowledge

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and agree that from time to time Danaher may in good faith enter into additional Contracts or amendments to existing Contracts that provide that certain actions or inactions of Danaher Subsidiaries or Affiliates (including, for purposes of this Section 7.5(c), members of the Envista Group) may result in Danaher being in breach of or in default under such Contracts. In such event, provided Danaher has notified Envista of such additional Contracts or amendments to existing Contracts, Envista will not thereafter take or fail to take, as applicable, and Envista will cause the other members of the Envista Group not to take or fail to take, as applicable, any actions that reasonably could result in Danaher being in breach of or in default under any such additional Contracts or amendments to existing Contracts. Danaher acknowledges and agrees that Envista will not be deemed in breach of this Section 7.5(c) to the extent that, prior to being notified by Danaher of an additional Contract or an amendment to an existing Contract pursuant to this Section 7.5(c), an Envista Group member already has taken or failed to take one or more actions that would otherwise constitute a breach of this Section 7.5(c) had such action(s) or inaction(s) occurred after such notification; provided that Envista does not, after notification by Danaher, take any further action or fail to take any action that contributes further to such breach or default. Envista agrees that any Information provided to it pursuant to this Section 7.5(c) will constitute Information that is subject to Envista’s obligations under Article VI.
(d)    Without the prior written consent of Danaher, no member of the Envista Group shall enter into any Contract that purports to bind or impose any obligations or Liabilities (including, without limitation, any non-competition, exclusivity, non-solicitation or similar obligations) on any member of the Danaher Group (or any director, officer or employee of any member of the Danaher Group).
(e)    For the duration of the Transition Services Agreement (but only to the extent that the Services provided by Danaher under the Transition Services Agreement relate to making payments on Envista’s behalf, maintenance of books and records, or otherwise present, in Danaher’s judgment, a potential risk to Danaher under any applicable anti-corruption Law):
(i)Envista will, and will cause each other member of the Envista Group to, not take any action directly or indirectly to (A) offer or pay, or authorize the offer or payment of, any money or anything of value, or (B) accept any payment referred to in clause (A), in each case, in order to improperly or corruptly seek to influence any Government Official or any other person in order to gain an improper advantage;
(ii)Envista will, and will cause each other member of the Envista Group to, implement, maintain and enforce a compliance and ethics program in substance and form and effectiveness reasonably equivalent to Danaher’s compliance and ethics program, designed to prevent and detect violations of applicable anti-corruption Laws throughout its operations (including Subsidiaries) and the operations of its contractors and sub-contractors; and
(iii)Envista will, and will cause each other member of the Envista Group to, implement, maintain and enforce, a system of adequate internal accounting controls designed to ensure the making and keeping of fair and accurate books, records and accounts.
Section 7.6    Danaher Policies and Procedures. Prior to the Disposition Date and except as (a) otherwise agreed between the parties hereto from time to time, (b) set forth on Schedule 7.6 or (c) set forth in any Ancillary Agreement, Envista consistently will implement and maintain Danaher’s business practices and standards in accordance with the Danaher policies and procedures in effect as of the Effective Date, as they may be amended or supplemented by Danaher from time to time (and, in any such event, Danaher shall provide notice to Envista of any such amendment or supplement in accordance with Section 10.6). Notwithstanding the foregoing, Envista may apply materiality thresholds that are lower than those contained in any such Danaher policy and procedure. Notwithstanding anything contained in this Section 7.6 to the contrary, in circumstances where a provision of the Charter or the Bylaws or any Ancillary Agreement, on the one hand, and a Danaher policy applicable to Subsidiaries of Danaher, on the other hand, would each apply, the provision in the Charter or the Bylaws or the Ancillary Agreement shall

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control with respect to Envista and its Subsidiaries. For the avoidance of doubt, it is understood and agreed that neither Danaher nor any member of the Danaher Group shall be subject to any policies or procedures implemented by Envista, including any policies, procedures or limitations (other than any applicable Laws) with respect to trading in Envista’s securities.
Section 7.7    Covenants Regarding the Incurrence of Indebtedness.
(a)    Envista covenants and agrees that, from and after the Effective Date until the Disposition Date, Envista will not, and Envista will not permit any other member of the Envista Group to, without Danaher’s prior written consent, directly or indirectly, incur any Envista Debt Obligations other than pursuant to Envista Financing Arrangements and such other unsecured and uncommitted lines of credit made available to members of the Envista Group as of the Effective Date.
(b)    In order to implement this Section 7.7, Envista will notify Danaher in writing as promptly as practicable following the time it or any other member of the Envista Group determines it wishes to incur any Envista Debt Obligations for which Danaher’s prior written consent is required.
Section 7.8    Applicability of Rights in the Event of an Acquisition of Envista. In the event Envista merges into, consolidates, sells substantially all of its assets to or otherwise becomes an Affiliate of a Person (other than Danaher), pursuant to a transaction or series of related transactions in which Danaher or any member of the Danaher Group receives equity securities of such Person (or of any Affiliate of such Person) in exchange for Envista Common Stock held by Danaher or any member of the Danaher Group, all of the rights of Danaher set forth in this Article VII shall continue in full force and effect and shall apply to the Person the equity securities of which are received by Danaher pursuant to such transaction or series of related transactions (it being understood that all other provisions of this Agreement will apply to Envista notwithstanding this Section 7.8). Envista agrees that, without the consent of Danaher, it will not enter into any Contract which will have the effect set forth in the first clause of the preceding sentence, unless such Person agrees to be bound by the foregoing provision.
Section 7.9    Transfer of Danaher’s Rights Under Article VII. Danaher may transfer all or any portion of its rights under this Article VII to a transferee of any Envista Common Stock from any member of the Danaher Group (a “Danaher Transferee”) holding at least 10% of the voting power of all of the outstanding shares of Envista Common Stock. Danaher shall give written notice to Envista of its transfer of rights under this Article VII no later than thirty (30) days after Danaher enters into a binding agreement for such transfer of rights. Such notice shall state the name and address of the Danaher Transferee and identify the amount of Envista Common Stock transferred and the scope of rights being transferred under this Article VII. In connection with any such transfer, the term “Danaher” as used in this Article VII shall, where appropriate to give effect to the assignment of rights and obligations hereunder to such Danaher Transferee, be deemed to refer to such Danaher Transferee. Danaher and any Danaher Transferee may exercise the rights under this Article VII in such priority, as among themselves, as they shall agree upon among themselves, and Envista shall observe any such agreement of which it shall have notice as provided above.


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ARTICLE VIII
DISPUTE RESOLUTION
Section 8.1    Negotiation. In the event of a controversy, dispute or Action arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or the Ancillary Agreements or otherwise arising out of, or in any way related to, this Agreement or the Ancillary Agreements or the transactions contemplated hereby, including any Action based on contract, tort, statute or constitution (collectively, “Disputes”), the general counsels of the Parties (or such other individuals designated by the respective general counsels) and/or the executive officers designated by the Parties shall negotiate for a reasonable period of time to settle such Dispute; provided, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed sixty (60) days (the “Negotiation Period”) from the time of receipt by a Party of written notice of such Dispute (“Dispute Notice”) and settlement of such Dispute pursuant to this Section 8.1 shall be confidential, and no written or oral statements or offers made by the Parties during such settlement negotiations shall be admissible for any purpose in any subsequent proceedings, including any arbitration proceeding pursuant to Section 8.2; provided further, that in the event of any arbitration in accordance with Section 8.2 hereof, the Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Dispute has been resolved.
Section 8.2    Arbitration. If the Dispute has not been resolved for any reason after the Negotiation Period, such Dispute shall be submitted to final and binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”), except as modified herein.
(a)The arbitration shall be conducted by a three-member arbitral tribunal (the “Arbitral Tribunal”). The claimant shall nominate one arbitrator in accordance with the Rules, and the respondent shall nominate one arbitrator in accordance with the Rules within twenty-one days (21) after the appointment of the first arbitrator. The third arbitrator, who shall serve as chair of the Arbitral Tribunal, shall be jointly nominated by the two party-nominated arbitrators within twenty-one (21) days of the confirmation of the appointment of the second arbitrator. If any arbitrator is not appointed within the time limit provided herein, such arbitrator shall be appointed by the AAA in accordance with the listing, striking and ranking procedure in the Rules.
(b)The arbitration shall be held, and the award shall be rendered, in New York, New York, in the English language.
(c)For the avoidance of doubt, by submitting their dispute to arbitration under the Rules, the Parties expressly agree that all issues of arbitrability, including all issues concerning the propriety and timeliness of the commencement of the arbitration (including any defense based on a statute of limitation, if applicable), the jurisdiction of the Arbitral Tribunal, and the procedural conditions for arbitration, shall be finally and solely determined by the Arbitral Tribunal.
(d)Without derogating from Section 8.2(e) below, the Arbitral Tribunal shall have the full authority to grant any pre-arbitral injunction, pre-arbitral attachment, interim or conservatory measure or other order in aid of arbitration proceedings (“Interim Relief”). The Parties shall exclusively submit any application for Interim Relief to only: (A) the Arbitral Tribunal; or (B) prior to the constitution of the Arbitral Tribunal, an Emergency Arbitrator appointed in the manner provided for in the Rules. Any Interim Relief so issued shall, to the extent permitted by applicable Law, be deemed a final arbitration award for purposes of enforceability, and, moreover, shall also be deemed a term and condition of this Agreement subject to specific performance in Section 8.3 below. The foregoing procedures shall constitute the exclusive means of seeking Interim Relief, provided, however, that (i) the Arbitral Tribunal shall have the power to continue, review, vacate or modify any Interim Relief granted by an Emergency

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Arbitrator; (ii) in the event an Emergency Arbitrator or the Arbitral Tribunal issues an order granting, denying or otherwise addressing Interim Relief (a “Decision on Interim Relief”), any Party may apply to enforce or require specific performance of such Decision on Interim Relief in any court of competent jurisdiction; and (iii) either Party shall retain the right to apply for freezing orders to prevent the improper dissipation of transfer of assets to a court of competent jurisdiction.
(e)The Arbitral Tribunal shall have the power to grant any remedy or relief that it deems just and equitable and that is in accordance with the terms of this Agreement, including specific performance and temporary or final injunctive relief, provided, however, that the Arbitral Tribunal shall have no authority or power to limit, expand, alter, amend, modify, revoke or suspend any condition or provision of this Agreement or any Ancillary Agreement, nor any right or power to award punitive, exemplary or treble damages.
(f)The Arbitral Tribunal shall have the power to allocate the costs and fees of the arbitration, including reasonable attorneys’ fees and costs as well as those costs and fees addressed in the Rules, between the Parties in the manner it deems fit.
(g)Arbitration under this Article VIII shall be the sole and exclusive remedy for any Dispute, and any award rendered thereby shall be final and binding upon the Parties as from the date rendered. Judgment on the award rendered by the Arbitral Tribunal may be entered in any court having jurisdiction thereof, including any court having jurisdiction over the relevant Party or its Assets.
Section 8.3    Specific Performance. From and after the Effective Date, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Parties agree that the Party or Parties to this Agreement or such Ancillary Agreement who are or are to be thereby aggrieved shall, subject and pursuant to the terms of this Article VIII (including for the avoidance of doubt, after compliance with all notice and negotiation provisions herein), have the right to specific performance and injunctive or other equitable relief of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the Effective Date, the remedies at law for any breach or threatened breach of this Agreement or any Ancillary Agreement, including monetary damages, are inadequate compensation for any Indemnifiable Loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.
Section 8.4    Treatment of Arbitration. The Parties agree that any arbitration hereunder shall be kept confidential, and that the existence of the proceeding and all of its elements (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall be deemed confidential, and shall not be disclosed beyond the Arbitral Tribunal, the Parties, their counsel, and any Person necessary to the conduct of the proceeding, except as and to the extent required by law and to defend or pursue any legal right. In the event any Party makes application to any court in connection with this Section 8.4 (including any proceedings to enforce a final award or any Interim Relief), that party shall take all steps reasonably within its power to cause such application, and any exhibits (including copies of any award or decisions of the Arbitral Tribunal or Emergency Arbitrator) to be filed under seal, shall oppose any challenge by any third party to such sealing, and shall give the other Party immediate notice of such challenge.
Section 8.5    Continuity of Service and Performance. Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article VIII with respect to all matters not subject to such dispute resolution.
Section 8.6    Consolidation. The arbitrator may consolidate an arbitration under this Agreement with any arbitration arising under or relating to the Ancillary Agreements or any other

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agreement between the Parties entered into pursuant hereto, as the case may be, if the subject of the Disputes thereunder arises out of or relates essentially to the same set of facts or transactions. Such consolidated arbitration shall be determined by the arbitrator appointed for the arbitration proceeding that was commenced first in time.


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ARTICLE IX
INSURANCE
Section 9.1    Insurance Matters.
(a)Envista acknowledges and agrees that, from and after the Effective Time, neither Envista nor any member of the Envista Group shall have any rights to or under any Policies of Danaher, including the Company Policies, other than (x) any insurance policies acquired prior to the Effective Time directly by and in the name of Envista or a member of the Envista Group and that provide coverage solely for one or more members of the Envista Group, or (y) as expressly provided in Section 5.7 or this Article IX.
(b)Notwithstanding Section 9.1(a), from and after the Effective Time, with respect to any Liability accrued and/or incurred by Envista or its predecessors prior to the Effective Time, Danaher may, at its sole discretion, provide Envista with access to, and, if and to the extent determined by Danaher in its discretion, Envista and Danaher may jointly make claims under, the Company Policies if and solely to the extent that the terms of such policies provide for such coverage to Envista or its predecessors with respect to any Envista Liabilities accrued and/or incurred prior to the Effective Time, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and subject to the following additional conditions:
(i)Envista shall inform Danaher of any potential claim under any of the Company Policies with regard to any Envista Liability and Danaher shall determine whether and at what time to report any such claims under such Company Policies directly to the applicable insurance company, and to submit a claim for coverage thereunder, and Danaher shall provide a copy of all such claim reports and submissions to Envista; provided, that with respect to any such claims, Envista shall provide Danaher with the information regarding the claims and provide recommendations with regard to the reporting and submission of such claims, and Danaher shall consult with Envista with regard to the timing thereof;
(ii)If and to the extent that Envista is the sole entity recovering insurance proceeds under one or more of the Company Policies in respect of a particular claim for coverage, Envista shall exclusively bear and be responsible for (and Danaher shall have no obligation to repay or reimburse Envista for) and pay the applicable insurers as required under the applicable Company Policies for any and all costs as a result of having access to, or making claims under, such Policies, including any amounts of deductibles and self-insured retention associated with such claims, claim handling and administrative costs, collateral requirements and costs, Taxes, surcharges, additional premiums, state assessments, reinsurance costs, and other related costs, relating to all open, closed or re-opened claims covered by the applicable Policies, whether such claims are made by Envista, its employees or third parties, and Envista shall indemnify, hold harmless and reimburse Danaher for any such amounts incurred by Danaher to the extent resulting from any access to, any claims made by Envista under, any Company Policies provided pursuant to this Section 9.1. If Danaher and Envista jointly make a claim for coverage under the Company Policies for amounts that have been or may in the future be incurred partially by Danaher and partially by Envista, at the sole discretion of Danaher, any insurance recovery resulting therefrom may first be allocated to reimburse Danaher and/or Envista for their respective costs, legal and consulting fees, and other out-of-pocket expenses incurred in pursuing such insurance recovery, with the remaining net proceeds from the insurance recovery to be allocated as between Danaher and Envista in a manner at the sole discretion of Danaher at or near the time of such recovery;
(iii)Envista shall exclusively bear (and Danaher shall have no obligation to repay or reimburse Envista for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts, incurred from and after the Effective Time, of all such claims pursued by Envista under the Company Policies as provided for in this Section 9.1(b); and

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(iv)in connection with making any joint claim under any Company Policies pursuant to this Section 9.1(b), Danaher shall control the administration of all such claims, including the timing of any assertion and pursuit of coverage, and Envista shall not take any action that would be reasonably likely to: (A) have an adverse impact on the then-current relationship between Danaher and the applicable insurance company; (B) result in the applicable insurance company terminating or reducing coverage to Danaher or Envista, or increasing the amount of any premium owed by Danaher under the applicable Company Policies; (C) otherwise compromise, jeopardize or interfere with the rights of Danaher under the applicable Company Policies or (D) otherwise compromise or impair Danaher’s ability to enforce its rights with respect to any indemnification under or arising out of this Agreement, and Danaher shall have the right, in its sole discretion, to cause Envista to desist from any action that Danaher determines, in its sole discretion, would compromise or impair Danaher’s rights in accordance with this clause (D).
At all times, Danaher and Envista shall, subject to the limitations set forth in Section 6.5, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim.
(c)Notwithstanding Section 9.1(b), from and after the Effective Time, any director or officer of Envista or any member of the Envista Group who served as a director or officer of Danaher or any member of the Danaher Group prior to the Effective Time shall be entitled to pursue coverage under the director and officer liability insurance policies maintained by Danaher or any member of the Danaher Group to the extent that such policies provide coverage for such director’s or officer’s acts and omissions in his or her respective capacity as director or officer of Danaher or any member of the Danaher Group prior to the Effective Time, subject to the terms and conditions of such policies (including but not limited to any limits on coverage or scope, any deductibles or retention amounts and other fees and expenses).
(d)Any payments, costs and adjustments required pursuant to Section 9.1(b) shall at Danaher’s election either be billed by Danaher to Envista on a monthly basis and Envista shall pay such billed payments, costs and adjustments to Danaher within sixty (60) days from receipt of invoice, or billed directly by the applicable third party to Envista. If Danaher incurs costs to enforce Envista’s obligations under this Section 9.1, Envista agrees to indemnify Danaher for such enforcement costs, including reasonable attorneys’ fees.
(e)Notwithstanding anything to the contrary in this Agreement, from and after the Effective Time, neither Envista nor any member of the Envista Group shall have any rights or claims against or with respect to any self-insurance or captive insurance company arrangement of Danaher or any member of the Danaher Group. In addition, as of the Effective Time, Envista, for itself and each member of the Envista Groups does hereby remise, release and forever discharge Danaher and the other members of the Danaher Group of any rights or claims against or with respect to any self-insurance or captive insurance company arrangement of Danaher or any member of the Danaher Group.
(f)At the Effective Time, Envista shall have in effect all insurance programs required to comply with Envista’s statutory obligations.
(g)This Agreement shall not be considered as an attempted assignment of any policy of insurance in its entirety, nor is it considered to be itself a contract of insurance, and further this Agreement shall not be construed to waive any right or remedy of Danaher under or with respect to any of the Company Policies and programs or any other contract or policy of insurance, and Danaher reserves all of its rights under such Policies.
(h)Danaher shall not be liable to Envista for claims not reimbursed by insurers for any reason not within the control of Danaher, including coinsurance provisions, deductibles, quota share deductibles, exhaustion of aggregates, self-insured retentions, bankruptcy or insolvency of an insurance

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carrier, Company Policy limitations or restrictions, any coverage disputes, any failure to timely claim by Danaher or any defect in such claim or its processing.
(i)In the event that Insured Claims of more than one Party exist relating to the same occurrence, the relevant Parties shall jointly defend and waive any conflict of interest to the extent necessary to the conduct of the joint defense. Nothing in this Section 9.1(i) shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those obligations under Article V, including those created by this Agreement, by operation of law or otherwise.
(j)In the event of any Action by any Party (or both of the Parties) to recover or obtain insurance proceeds, or to defend against any Action by an insurance carrier to deny any Policy benefits, both Parties may join in any such Action and be represented by joint counsel and both Parties shall waive any conflict of interest to the extent necessary to conduct any such Action. Nothing in this Section 9.1(j) shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created under Article V of this Agreement or otherwise, by operation of Law, or otherwise.
(k)Notwithstanding anything contained in this Section 9.1, to the extent Danaher has entered into or agrees to enter into, whether on its own or with respect to the any arrangement provided for under this Section 9.1, any settlement agreement or other arrangement with any insurance provider regarding coverage under any Company Policy that provides for any limitation of coverage or release of such insurance provider with regard to any coverage thereunder, whether in whole or in part (collectively, the “Released Insurance Matters”), Envista agrees that it shall (i) abide by the terms of and, to the extent required, consent to, any such settlement or arrangement relating to the Released Insurance Matters as a condition to receiving any coverage under any Company Policy related thereto, (ii) have no rights to any such coverage under the Company Policies with respect to any Released Insurance Matters and (iii) make no claims under any Company Policies with respect to any Released Insurance Matters.
(l)Notwithstanding anything contained in this Section 9.1, from and after the Effective Time, Envista shall maintain the insurance policies set forth in Schedule 9.1(l).
Section 9.2    Certain Matters Relating to Danaher’s Organizational Documents. From the Effective Time until six (6) years from the Disposition Date, the certificate of incorporation and bylaws of Envista shall contain provisions no less favorable with respect to indemnification of directors and officers than those set forth in the Charter or Bylaws, which provisions shall not be amended, repealed or otherwise modified for such period in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were indemnified under the Charter or Bylaws, unless such amendment, repeal, or other modification shall be required by Law and then only to the minimum extent required by Law or approved by Envista’s stockholders.
Section 9.3    Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Envista and its Subsidiaries designated by Danaher or its Affiliates (the “Danaher D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by Danaher or certain of its Affiliates (collectively, the “Danaher Indemnitors”) in connection with their service as directors or officers of Envista or its Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any Danaher Indemnitor, (a) Envista is the indemnitor of first resort (i.e., Envista’s obligations to the Danaher D&O Indemnitees are primary, and any obligation of the Danaher Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Danaher D&O Indemnitee are secondary), (b) Envista shall be required to advance the full amount of expenses incurred by the Danaher D&O Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, any other agreement between Envista and the Danaher D&O Indemnitees or the certificate of incorporation or bylaws of Envista and (c) Envista hereby irrevocably waives, relinquishes and releases each of the Danaher Indemnitors from any and all

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claims against any of the Danaher Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the Danaher Indemnitors to or on behalf of any Danaher D&O Indemnitee with respect to any claim for which a Danaher D&O Indemnitee has sought or may seek indemnification from Envista, (i) Envista’s obligations hereunder shall not be affected, (ii) the Danaher Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Danaher D&O Indemnitee, as applicable, against Envista, and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any Danaher D&O Indemnitee in connection with his or her service as a director or officer of Envista or any of its Subsidiaries shall constitute Envista Liabilities.

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ARTICLE X
MISCELLANEOUS
Section 10.1    Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of (a) this Agreement and the provisions of any Ancillary Agreement or Continuing Arrangement, such Ancillary Agreement or Continuing Arrangement shall control (except with respect to any Conveyancing and Assumption Instruments, in which case this Agreement shall control) and (b) this Agreement and any agreement which is not an Ancillary Agreement, this Agreement shall control unless specifically stated otherwise in such agreement. For the avoidance of doubt, the Conveyancing and Assumption Instruments are intended to be ministerial in nature and only to effect the transactions contemplated by this Agreement with respect to the applicable local jurisdiction and shall not expand or modify the rights and obligations of the Parties or their Affiliates under this Agreement or any of the Ancillary Agreements that are not Conveyancing and Assumption Instruments. Except as expressly set forth in this Agreement or any Ancillary Agreement: (i) all matters relating to Taxes and Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by the Tax Matters Agreement; and (ii) for the avoidance of doubt, in the event of any conflict between this Agreement or any Ancillary Agreement, on the one hand, and the Tax Matters Agreement, on the other hand, with respect to such matters, the terms and conditions of the Tax Matters Agreement shall govern.
Section 10.2    Ancillary Agreements. Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.
Section 10.3    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.
Section 10.4    Survival of Agreements. Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.
Section 10.5    Expenses.
(a)Except as otherwise expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, all out-of-pocket fees and expenses incurred at or prior to the Effective Time by any member of the Danaher Group or the Envista Group that Danaher determines, in its sole and absolute discretion, are in connection with, or as required by, the preparation, execution, delivery and implementation of this Agreement, any Ancillary Agreement and the IPO Registration Statement and the consummation of the Internal Reorganization, the Contribution and the IPO (the “Transaction-related Expenses”) shall be borne and paid by Danaher; provided, that all costs and expenses other than the Transaction-related Expenses incurred at or prior to the Effective Time with respect to any third party vendors or services provided to or for the benefit of any member of the Envista Group shall be borne and paid by Envista; provided further, that notwithstanding anything herein to the contrary, all costs and expenses incurred with respect to the services listed on Schedule 10.5(a) shall not be deemed Transaction-related Expenses and shall be borne and paid by Envista.
(b)The Danaher Group shall have no responsibility for, and Envista shall indemnify the Danaher Group in respect of, any out-of-pocket fees and expenses incurred following the Effective Time in connection with, or as required by, the preparation, execution, delivery and implementation of this Agreement any Ancillary Agreement and the IPO Registration Statement and the consummation of

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the Internal Reorganization, the Contribution and the IPO (except to the extent such fees and expenses were incurred in connection with services expressly requested by Danaher in writing following the Effective Time).
(c)Except as otherwise expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, any costs and expenses incurred in obtaining any Consents or novation from a third party in connection with the assignment to or assumption by a Party or its Subsidiary of any Contracts in connection with the Internal Reorganization, the Contribution or the IPO shall be borne by the Party or its Subsidiary to which such Contract is being assigned.
(d)Except as set forth in Section 10.5(b), with respect to any expenses incurred pursuant to a request for further assurances granted under Section 2.8, the Parties agree that any and all fees and expenses incurred by either Party shall be borne and paid by the requesting Party; it being understood that no Party shall be obliged to incur any third party accounting, consulting, advisor, banking or legal fees, costs or expenses, and the requesting Party shall not be obligated to pay such fees, costs or expenses, unless such fee, cost or expense shall have had the prior written approval of the requesting Party. Notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries of personnel). With respect to any fees, costs and expenses incurred by either Party in satisfying its obligations under Section 7.1 or Section 7.2, the requesting Party shall be responsible for the other Party’s fees, costs and expenses.
Section 10.6    Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.6):
To Danaher:
Danaher Corporation
2200 Pennsylvania Ave., NW - Suite 800W
Washington, DC 20037-1701
Attn: General Counsel
To Envista:
Envista Holdings Corporation
200 S. Kraemer Blvd., Building E
Brea, California 92821
Attn: General Counsel
Section 10.7    Waivers. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group).
Section 10.8    Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (i) with respect to Danaher, an Affiliate of Danaher, or (ii) a bona fide third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party to this

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Agreement; provided however that in the case of each of the preceding clauses (i) and (ii), no assignment permitted by this Section 10.8 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.
Section 10.9    Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.
Section 10.10    Termination and Amendment. This Agreement (including Article V hereof) may be terminated, modified or amended at any time prior to the Disposition Date by and in the sole discretion of Danaher without the approval of Envista or the stockholders of Danaher. In the event of such termination, no Party shall have any liability of any kind to the other Party or any other Person. After the Disposition Date, this Agreement may not be terminated, modified or amended except by an agreement in writing signed by Danaher and Envista.
Section 10.11    Payment Terms.
(a)    Except as set forth in Article V or as otherwise expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by a Party (and/or a member of such Party’s Group), on the one hand, to the other Party (and/or a member of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within sixty (60) days after presentation of an invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.
(b)    Except as set forth in Article V or as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within sixty (60) days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to the Prime Rate, from time to time in effect, calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.
(c)    Without the consent of the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by either Danaher or Envista under this Agreement shall be made in US Dollars. Except as expressly provided herein, any amount which is not expressed in US Dollars shall be converted into US Dollars by using the exchange rate published on Bloomberg at 5:00 pm Eastern Standard time (EST) on the day before the relevant date or in the Wall Street Journal on such date if not so published on Bloomberg. Except as expressly provided herein, in the event that any indemnification payment required to be made hereunder or under any Ancillary Agreement may be denominated in a currency other than US Dollars, the amount of such payment shall be converted into US Dollars on the date in which notice of the claim is given to the Indemnifying Party.
Section 10.12    Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.
Section 10.13    Third Party Beneficiaries. Except (i) as provided in Article V relating to Indemnitees and for the release under Section 5.1 of any Person provided therein and (ii) as specifically provided in any Ancillary Agreement, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.
Section 10.14    Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

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Section 10.15    Exhibits and Schedules.
(a)    The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Danaher Group or the Envista Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Danaher Group or the Envista Group or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any Exhibit or Schedule is made solely for purposes of allocating potential liabilities among the Parties and shall not be deemed as or construed to be an admission that any such liability exists.
(b)    Subject to the prior written consent of the other Party (not to be unreasonably withheld or delayed), each Party shall be entitled to update the Schedules from and after the date hereof until the Effective Time.
Section 10.16    Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.
Section 10.17    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 10.18    Public Announcements. From and after the Effective Time, Danaher and Envista shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the transactions contemplated by this Agreement or the Ancillary Agreements, and shall not issue any such press release or make any such public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange; (b) for disclosures made that are substantially consistent with disclosure contained in any IPO Disclosure Document; or (c) as may pertain to disputes between one Party or any member of its Group, on one hand, and the other Party or any member of its Group, on the other hand.
Section 10.19    Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.
Section 10.20    No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations and recoveries that may arise out of one or more of the following Sections: Section 5.2; Section 5.3; and Section 5.4).
Section 10.21    Tax Treatment of Payments. Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to among the Parties, for U.S. federal Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 10.11) by: (i) Envista to Danaher shall be treated for all Tax purposes as a distribution by Envista to Danaher with respect to stock of Envista occurring on or immediately before the Effective Date; or (ii) Danaher to Envista shall be treated for all Tax purposes as a tax-free contribution by Danaher to Envista with respect to its stock occurring on or immediately before the Effective Date; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest

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such challenge. Notwithstanding the foregoing, Danaher shall notify Envista if it determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.
Section 10.22    No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder or under the other Ancillary Agreements shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Section 10.23    No Admission of Liability. The allocation of Assets and Liabilities herein (including on the Schedules hereto) is solely for the purpose of allocating such Assets and Liabilities between Danaher and Envista and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of Danaher or Envista.
Section 10.24    Advisors. It is acknowledged and agreed by each of the Parties that Danaher, on behalf of itself and the other members of the Danaher Group, has retained each of the Persons identified on Schedule 10.24 to act as counsel in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 10.24 have not acted as counsel for Envista or any other member of the Envista Group in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that none of Envista or any member of the Envista Group has the status of a client of the Persons listed on Schedule 10.24 for conflict of interest or any other purposes as a result thereof. Envista hereby agrees, on behalf of itself and each other member of the Envista Group that, in the event that a dispute arises after the Effective Time in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the IPO and/or any of the other transactions contemplated hereby and thereby between Danaher and Envista or any of the members of their respective Groups, each of the Persons listed on Schedule 10.24 may represent any or all of the members of the Danaher Group in such dispute even though the interests of the Danaher Group may be directly adverse to those of the Envista Group. Envista further agrees, on behalf of itself and each other member of the Envista Group that, with respect to this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Danaher or the applicable member of the Danaher Group and may be controlled by Danaher or such member of the Danaher Group and shall not pass to or be claimed by Envista or any member of the Envista Group. Without limiting the foregoing, Envista acknowledges and agrees that each of Skadden, Arps, Slate, Meagher & Flom, LLP, WilmerHale, DLA Piper and Davis Polk & Wardwell LLP is representing Danaher, and not Envista, in connection with the transactions contemplated hereby.
Section 10.25    Plan of Reorganization. This Agreement constitutes a “plan of reorganization” within the meaning of Treas. Reg. Section 1.368-2(g).
[Signature Page Follows]


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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


DANAHER CORPORATION
 
 
By:
/s/ James F. O'Reilly
Name:
James F. O'Reilly
Title:
Vice President, Associate General
 
Counsel and Secretary
 
 
ENVISTA HOLDINGS CORPORATION
 
 
By:
/s/ Howard H. Yu
Name:
Howard H. Yu
Title:
Senior Vice President and Chief
 
Financial Officer






























[Signature Page to Separation Agreement]

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73
Exhibit 10.2










TRANSITION SERVICES AGREEMENT

by and between

DANAHER CORPORATION

and

ENVISTA HOLDINGS CORPORATION

Dated as of September 19, 2019


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This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 19, 2019, is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Envista Holdings Corporation (“Envista”), a Delaware corporation. “Party” or “Parties” means Danaher or Envista, individually or collectively, as the case may be.
W I T N E S S E T H:
WHEREAS, the Parties have entered into that certain Separation Agreement, dated as of September 19, 2019 (the “Separation Agreement”); and
WHEREAS, pursuant to the Separation Agreement, certain services are to continue to be provided by the Danaher Group to the Envista Group and by the Envista Group to the Danaher Group after the Effective Date upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01    Certain Defined Terms.
(a)Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement.
(b)The following capitalized terms used in this Agreement shall have the meanings set forth below:
“Danaher Provider” means Danaher or a Provider that is a member of the Danaher Group.
“Effective Date” has the meaning set forth in the Separation Agreement.
“Envista Provider” means Envista or a Provider that is a member of the Envista Group.
“Force Majeure” means, with respect to a Party, an event beyond the reasonable control of such Party, including acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure or interruption of networks or energy sources.
“Prime Rate” means the rate last quoted as of the time of determination by The Wall Street Journal as the “Prime Rate” in the United States or, if the Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate as of such time, or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Danaher) or any similar release by the Federal Reserve Board (as determined by Danaher).
“Provider” means the Party or its Affiliates providing a Service or access to a Facility under this Agreement.
“Recipient” means the Party to whom a Service or access to a Facility is being provided under this Agreement.
“Virus(es)” means any computer instructions (i) that have a material adverse effect on the operation, security or integrity of a computing telecommunications or other digital operating or processing system or environment, including other programs, data, databases, computer libraries and computer and communications equipment, by altering, destroying, disrupting or inhibiting such operation, security or integrity; (ii) that without functional purpose, self-replicate without manual intervention; or

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(iii) that purport to perform a useful function but which actually perform either a destructive or harmful function, or perform no useful function and utilize substantial computer, telecommunications or memory resources.
ARTICLE II
SERVICES, ACCESS TO FACILITIES AND DURATION
Section 2.01    Services. Subject to the terms and conditions of this Agreement, Danaher shall provide (or cause to be provided) to the Envista Group all of the services listed in Schedule 2.01-1 attached hereto (as such Schedule may be amended pursuant to Section 2.04, the “Danaher Provided Services”). Subject to the terms and conditions of this Agreement, Envista shall provide (or cause to be provided) to the Danaher Group all of the services listed in Schedule 2.01-2 attached hereto (as such Schedule may be amended pursuant to Section 2.04, the “Envista Provided Services”, and collectively with the Danaher Provided Services and any Additional Services, the “Services”).
Section 2.02    Access to Facilities. Subject to the terms and conditions of this Agreement, Danaher shall provide (or cause to be provided) to the Envista Group access to the facilities, equipment and software listed in Schedule 2.02-1 attached hereto (as such Schedule may be amended pursuant to Section 2.04, the “Danaher Provided Facilities”). Subject to the terms and conditions of this Agreement, Envista shall provide (or cause to be provided) to the Danaher Group access to the facilities, equipment and software listed in Schedule 2.02.-2 attached hereto (as such Schedule may be amended pursuant to Section 2.04, the “Envista Provided Facilities”, and collectively with the Danaher Provided Facilities and any Additional Facilities, the “Facilities”).
Section 2.03    Duration of Services and Access to Facilities. Subject to Section 6.01 hereof, each of Danaher and Envista shall provide or cause to be provided to the respective Recipients each Service or access to each Facility until the expiration of the period set forth next to such Service or Facility on the applicable Schedules hereto or, if no such period is provided with respect to a particular Service or Facility on such Schedules, on the second (2nd) anniversary of the Effective Date (the “Term”); provided, however, to the extent that a Danaher Provider’s ability to provide a Danaher Provided Service or access to a Danaher Provided Facility, as the case may be, is dependent on the continuation of either a Envista Provided Service or access to a Envista Provided Facility, as the case may be, Danaher’s obligation to provide, or cause to be provided, such Danaher Provided Service or access to such Danaher Provided Facility shall terminate automatically with the termination of such supporting Envista Provided Service or access to such supporting Envista Provided Facility; provided, further, to the extent that a Envista Provider’s ability to provide a Envista Provided Service or access to a Envista Provided Facility, as the case may be, is dependent on the continuation of either a Danaher Provided Service or access to a Danaher Provided Facility, as the case may be, Envista’s obligation to provide, or cause to be provided, such Envista Provided Service or access to such Envista Provided Facility shall terminate automatically with the termination of such supporting Danaher Provided Service or access to such supporting Danaher Provided Facility.
Section 2.04    Additional Services and Access to Additional Facilities. If, within four (4) months after the Effective Date, Danaher or Envista (or the Danaher Transition Manager or Envista Transition Manager, as applicable) identifies a service that (a) the Danaher Group provided to the Envista Group during the one (1)-year period prior to the Effective Date that the Envista Group reasonably needs in order for the Envista Business to continue to operate in substantially the same manner in which the Envista Business operated prior to the Effective Date, and such service was not included in Schedule 2.01-1 (other than because the Parties agreed such services shall not be provided), or (b) the Envista Group provided to the Danaher Group prior to the Effective Date that the Danaher Group reasonably needs in order for the Danaher Group to continue to operate their businesses other than the Envista Business (the “Danaher Business”) in substantially the same manner in which such businesses operated prior to the Effective Date, and such service was not included in Schedule 2.01-2 (other than because the Parties agreed such services shall not be provided), and in each case the proposed Recipient of such

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service is unable to reasonably obtain such service from a Third Party, then, in each case, Envista and Danaher shall use commercially reasonable efforts to provide, or cause to be provided, such requested services (such additional services, the “Additional Services”). If, within four (4) months after the Effective Date, Danaher or Envista identifies access to additional facilities, equipment or software that (x) the Danaher Group provided to the Envista Group during the one (1)-year period prior to the Effective Date that the Envista Group reasonably needs in order for the Envista Business to continue to operate in substantially the same manner in which the Envista Business operated prior to the Effective Date, and such access was not included in Schedule 2.02-1 (other than because the Parties agreed such access shall not be provided), or (y) the Envista Group provided to Danaher or its Affiliates prior to the Effective Date that the Danaher Group reasonably needs in order for the Danaher Business to continue to operate in substantially the same manner in which the Danaher Business operated prior to the Effective Date, and such access was not included in Schedule 2.02-2 (other than because the Parties agreed such access shall not be provided), and in each case the proposed Recipient of such facilities, equipment or software is unable to reasonably obtain such service from a Third Party, then, in each case, Envista and Danaher shall use commercially reasonable efforts to provide such requested access (such additional facilities, equipment and software, the “Additional Facilities”). Unless specifically agreed in writing to the contrary, the Parties shall amend the appropriate Schedule in writing to include such Additional Services or access to Additional Facilities (including the termination date with respect to such services, which, for clarity, shall be no later than the end of the Term) and such Additional Services or access to Additional Facilities shall be deemed Services or access to Facilities, respectively, hereunder, and accordingly, the Party requested to provide such Additional Services or access to Additional Facilities shall provide such Additional Services or access to Additional Facilities, or cause such Additional Services or access to Additional Facilities to be provided, in accordance with the terms and conditions of this Agreement.
Section 2.05    Exception to Obligation to Provide Services or Access to Facilities. Notwithstanding anything in this Agreement to the contrary, including Danaher’s and Envista’s obligations set forth in Section 2.01 hereof, the relevant Providers shall not be obligated to (and neither Danaher nor Envista shall be obligated to cause any Provider to) provide any Services or access to any Facilities if the provision of such Services or access to such Facilities would violate any Law or any Contract to which Danaher, Envista, any of Danaher’s or Envista’s Affiliates or any of the Providers are subject; provided, however, that Danaher and Envista shall comply with Section 7.02 in obtaining any Consents necessary to provide such Services or access to such Facilities.
Section 2.06    Standard of the Provision of Services or Access to Facilities. The provision of Services and access to Facilities shall be provided in the manner and at a level substantially consistent with that provided by the Providers immediately preceding the Effective Date. All of the Danaher Provided Services and Danaher Provided Facilities shall be for the sole use and benefit of Envista Group, and all of the Envista Provided Services and Envista Provided Facilities shall be for the sole use and benefit of the Danaher Group; provided that nothing in this Section 2.06 is intended to limit a Provider’s access to or use of its own Facilities except as may be set forth in the applicable Schedule 2.02.
Section 2.07    Change in Services or Access to Facilities. The Providers may from time to time reasonably supplement, modify, substitute or otherwise alter the Services provided and access to the Facilities in a manner that does not materially adversely affect the quality or availability of Services or access to the Facilities or increase the cost of using such Services or accessing such Facilities.
Section 2.08    Subcontractors. A Provider may subcontract any of the Services or portion thereof to any other Person, including any Affiliate of the Provider; provided, however, that such other Person shall be subject to service standards and confidentiality provisions at least equivalent to those set forth herein, and such Provider shall in all cases remain primarily responsible for all of its obligations hereunder with respect to the Services provided by such subcontractor.
Section 2.09    Electronic Access.

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(a)To the extent that the performance or receipt of Services or access to Facilities hereunder requires access to a Group’s intranet or other internal systems by the other Group (the “Accessing Group”), the Party whose Group intranet or other internal systems is being accessed shall provide or cause to be provided limited access to such systems, subject to policies, procedures and limitations to be determined by such Party. From and after the Effective Date, a Party shall cause its Accessing Group to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of the other Party, copies of which shall be made available to the Accessing Group upon reasonable request.
(b)While Services and access to Facilities are being provided hereunder, the Parties shall take commercially reasonable measures to ensure that no Virus or similar items are coded or introduced into the Services or Facilities. With respect to Services or access to Facilities provided by third parties, compliance with the applicable agreement with such third party shall be deemed sufficient commercially reasonable measures. If a Virus is found to have been introduced into such Services or Facilities, the Parties hereto shall use commercially reasonable efforts to cooperate and to diligently work together and with each Provider providing the Services or access to Facilities to eliminate the effects of the Virus.
(c)The Parties shall, and shall cause their respective Providers to, exercise reasonable care in providing, accessing and using the Services and Facilities to prevent access to the Services and Facilities by unauthorized Persons.
ARTICLE III
COSTS AND DISBURSEMENTS
Section 3.01    Costs and Disbursements.
(a)Each Party (or its designee) shall pay to the other Party providing, or causing to be provided, the applicable Service or Facility a monthly fee for such Service or access to such Facility as set forth therefor in the applicable Schedule hereto, and with respect to an Additional Service or Additional Facility, the monthly fee shall be the applicable Provider’s internal and external costs and expenses of providing such Additional Services or access to such Additional Facilities, plus any costs associated with migrating data or otherwise preparing any Additional Services or access to any Additional Facilities to be provided under this Agreement (each aggregate fee calculated in accordance with this provision constituting a “Service Charge” and, collectively, the “Service Charges”); provided, however, that a fee for a Service or Facility not provided or made available hereunder for a full month shall be pro-rated for the portion of such month provided or made available. During the Term, the amount of a Service Charge for any Services or access to Facilities shall not increase, except to the extent that there is an increase after the Effective Date in the costs actually incurred by the Provider in providing such Services or access to Facilities, including as a result of (i) an increase in the amount of such Services or access to Facilities being provided to the Recipient (as compared to the amount of the Services or access to Facilities underlying the determination of a Service Charge), (ii) an increase in the rates or charges imposed by any third-party provider that is providing goods or services used by the Provider in providing the Services or access to Facilities (as compared to the rates or charges underlying a Service Charge), (iii) an increase in the payroll or benefits for any personnel used by the Provider in providing the Services or access to Facilities, or (iv) any increase in costs relating to any changes requested by the Recipient in the nature of the Services or access to Facilities provided (including relating to newly installed products or equipment or any upgrades to existing products or equipment).
(b)As of the Effective Date, the Parties shall mutually agree on a form of invoice to be issued for the aggregate of Service Charges by each Party. Each of Danaher and Envista (or their designees), as applicable, shall deliver invoices to the other Party (or its designees) in accordance with the terms hereof, beginning as of the Effective Date and, thereafter, on or prior to the tenth (10th) day following the fiscal month end for each succeeding month or week (in accordance with the terms hereof)

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for the duration of this Agreement (or at such other frequency as is consistent with the basis on which the Service Charges are determined and, if applicable, charged to Affiliates of each Party) in arrears for the Service Charges due under this Agreement. Each of Danaher or Envista (or their designees) shall pay, or cause to be paid, the amount of such invoice by wire transfer or check to the other Party (or its designees) within fifteen (15) days of the date of such invoice; provided that (i) any Contracts that prescribe other payment terms for any other individual Service or access to a Facility shall continue to govern; and (ii) to the extent consistent with past practice with respect to Services or access to Facilities rendered outside the United States, payments may be required in local currency. If Danaher or Envista (or their designees), as applicable, fails to pay such amount by such date, such Party shall be obligated to pay to the other Party providing, or causing to be provided, the Services and access to the Facilities, in addition to the amount due, interest on such amount at a rate per annum equal to the Prime Rate, from time to time in effect, calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.
Section 3.02    No Right to Set-Off. Each of Danaher or Envista, as applicable, shall pay the full amount of Service Charges and shall not set-off, counterclaim or otherwise withhold any amount owed to the other Party under this Agreement, on account of any obligation owed by the other Party to Danaher or Envista, as applicable, under this Agreement, the Separation Agreement or any other Ancillary Agreement that has not been finally adjudicated, settled or otherwise agreed upon by the Parties in writing; provided, however, that Danaher or Envista, as applicable, shall be permitted to assert a set-off right with respect to any obligation that has been so finally adjudicated, settled or otherwise agreed upon by the Parties in writing against amounts owed by the other Party under this Agreement.
ARTICLE IV
WARRANTIES AND COMPLIANCE
Section 4.01    Disclaimer of Warranties. Except as expressly set forth herein, the Parties acknowledge and agree that (a) the Services and Facilities are provided as-is, (b) the Recipients assume all risks and Liability arising from or relating to their use of and reliance upon the Services and the Facilities and (c) each Party and their respective Providers make no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY AND THEIR RESPECTIVE PROVIDERS HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES AND THE FACILITIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, MISAPPROPRIATION, COMMERCIAL UTILITY, OR MERCHANTABILITY OR FITNESS OF THE SERVICES AND FACILITIES FOR A PARTICULAR PURPOSE.
Section 4.02    Compliance with Laws and Regulations. Each Party hereto shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED OBLIGATION OR WARRANTY WITH RESPECT TO THE SERVICES THAT COULD BE CONSTRUED TO REQUIRE PROVIDER TO DELIVER SERVICES HEREUNDER IN SUCH A MANNER TO ALLOW A RECIPIENT TO ITSELF COMPLY WITH ANY LAW APPLICABLE TO THE ACTIONS OR FUNCTIONS OF SUCH RECIPIENT (OR ITS AFFILIATES).
ARTICLE V
LIABILITY AND INDEMNIFICATION
Section 5.01    Procedures. The provisions of Article V of the Separation Agreement shall govern any and all Liabilities or indemnification (including any Indemnifiable Losses) under or in connection with this Agreement, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under or in connection with this Agreement.

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ARTICLE VI
TERMINATION
Section 6.01    Termination.
(a)Notwithstanding Section 2.03, this Agreement may be terminated earlier by Danaher: (i) if Envista, any Envista Provider or any of the Envista Group are in material breach of the terms of this Agreement and such breach is not corrected within thirty (30) days of a written notice from Danaher or the Danaher Transition Manager of such breach; (ii) immediately upon written notice from Danaher or the Danaher Transition Manager, with respect to any Danaher Provided Service or access to any Danaher Provided Facility, if the continued performance of such Danaher Provided Service or the provision of access to such Danaher Provided Facility would be a violation of any Law or any Contract in effect prior to the Effective Date; or (iii) upon any failure of Envista to pay any outstanding Service Charge due to Danaher, except to the extent any part of an outstanding Service Charge is not paid due to a good faith dispute of such Service Charge by Envista.
(b)Notwithstanding Section 2.03, this Agreement may be terminated earlier by Envista: (i) if Danaher or any Danaher Provider is in material breach of the terms of this Agreement and such breach is not corrected within thirty (30) days of a written notice from Envista or the Envista Transition Manager of such breach; (ii) immediately upon written notice from Envista or the Envista Transition Manager, with respect to any Envista Provided Service or access to any Envista Provided Facility, if the continued performance of such Envista Provided Service or the provision of access to such Envista Provided Facility would be a violation of any Law or any Contract in effect prior to the Effective Date; or (iii) upon the failure of Danaher to pay any outstanding Service Charge due to Envista, except to the extent any part of an outstanding Service Charge is not paid due to a good faith dispute of such Service Charge by Danaher.
(c)Without prejudice to any rights with respect to a Force Majeure: (i) a Recipient may from time to time terminate this Agreement with respect to any Service or access to Facility, in whole but not in part: (A) for any reason or no reason upon providing at least thirty (30) days’ prior written notice to the Provider’s Envista Transition Manager or Danaher Transition Manager, as applicable, of such termination (unless a longer notice period is specified in the Schedules attached hereto or in a third party Contract to provide Services or access to Facilities); (B) if the Provider of such Service or Facilities has failed to perform any of its material obligations under this Agreement with respect to such Service or access to Facility, and such failure shall continue to exist thirty (30) days after receipt by the Provider’s Envista Transition Manager or Danaher Transition Manager, as applicable, of written notice of such failure from the Recipient’s Envista Transition Manager or Danaher Transition Manager, as applicable; or (C) immediately upon mutual written agreement of the Parties; and (ii) a Provider may terminate this Agreement with respect to one or more Services or access to Facilities, in whole but not in part, at any time upon prior written notice to the Recipient’s Envista Transition Manager or Danaher Transition Manager, as applicable, if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Services or access to Facilities, and such failure shall be continued uncured for a period of thirty (30) days after receipt by the Recipient’s Envista Transition Manager or Danaher Transition Manager, as applicable, of a written notice of such failure from the Provider’s Envista Transition Manager or Danaher Transition Manager, as applicable. The relevant Schedule shall be updated to reflect any terminated Service. In the event that the effective date of the termination of any Service or access to Facility is a day other than at the end of a month, the Service Charge associated with such Service or access to Facility shall be pro-rated appropriately.
(d)A Recipient may from time to time request a reduction in part of the scope or amount of any Service or access to Facility. If requested to do so by the Recipient’s Envista Transition Manager or Danaher Transition Manager, as applicable, the other Party, through its Envista Transition Manager or Danaher Transition Manager, as applicable, agrees to discuss in good faith appropriate reductions to the relevant Service Charges in light of all relevant factors including the costs and benefits

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to the Provider of any such reductions. The relevant Schedule shall be updated to reflect any reduced Service agreed to in writing by the Parties. In the event that any Service or access to Facility is so reduced other than at the end of a month, the Service Charge associated with such Service or access to Facility for the month in which such Service or access to Facility is reduced shall be pro-rated appropriately.
(e)To the extent that a Recipient is not in compliance with Section 7.01(b) and such non-compliance remains unremedied for a period of ten (10) days, the Provider may terminate the provision of any Services or access to Facilities provided under such third party Contract.
Section 6.02    Effect of Termination.
(a)Upon termination of any Service or access to any Facility pursuant to this Agreement, the Provider of the terminated Service or access to the Facility or its Affiliate shall have no further obligation to provide the terminated Service or access to the Facility, and Danaher or Envista, as applicable, shall have no obligation to pay any Service Charges relating to any such Service or access to such Facility; provided that Danaher or Envista, as applicable shall remain obligated to the other Party for the Service Charges owed and payable in respect of Services or access to Facilities provided prior to the effective date of termination. In connection with termination of any Service or access to any Facility, the provisions of this Agreement not relating solely to such terminated Service or access to such Facility shall survive any such termination.
(b)In connection with a termination of this Agreement, Article IV, Article V, this Section 6.02, Article VIII, and Liability for all due and unpaid Service Charges shall continue to survive indefinitely.
Section 6.03    Force Majeure.
(a)No Party (or any Person acting on its behalf) shall have any Liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure; provided that (i) such Party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of Force Majeure on its obligations; and (ii) the nature, quality and standard of care that the Provider shall provide in delivering a Service or providing access to a Facility after a Force Majeure shall be substantially the same as the nature, quality and standard of care that the Provider provides prior to the Force Majeure. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of the cause, and if the Provider is the Party so prevented then the Recipient shall not be obligated to pay the Service Charge for a Service or Facility to the extent and for so long as such Service or Facility is not made available to the Recipient hereunder as a result of such Force Majeure.
(b)During the period of a Force Majeure, the Recipient shall be entitled to seek an alternative service provider at its own cost with respect to such Services or access to such Facilities and Danaher or Envista, as applicable, shall be entitled to permanently terminate such Services or access to such Facilities (and shall be relieved of the obligation to pay Service Charges for the provision of such Services or access to such Facilities throughout the duration of such Force Majeure or, in the event of such permanent termination, thereafter) if a Force Majeure shall continue to exist for more than fifteen (15) consecutive days.
ARTICLE VII
MANAGEMENT AND CONTROL
Section 7.01    Cooperation.

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(a)    During the Term, each Party shall, and shall cause its Affiliate Recipients to, use its commercially reasonable efforts to cooperate with the relevant Provider and its Affiliates with respect to such Provider providing the Services and access to the Facilities and responding to such Provider’s reasonable requests for information related to the functionality or operation of the Services and Facilities. Neither Party nor any of its Affiliates shall knowingly take any action which would substantially interfere with or substantially increase the cost of the other Party providing (or causing to be provided) any of the Services or access to the Facilities. After the Effective Date, each Party and its Affiliates shall use its commercially reasonable efforts to enable the other Party or its Affiliates to provide the Services and access the Facilities as soon as possible after the Effective Date. Without limiting the foregoing, each Party shall provide the relevant Provider with reasonable access (during reasonable business hours) to (i) records related to the provision of the Services and access to the Facilities; and (ii) the relevant Party’s personnel and facilities for the purpose of training and consultation with respect to the Services and access to Facilities.
(b)    To the extent the Parties or a member of their respective Group have entered into any third party Contracts in connection with any of the Services or access to the Facilities, the Recipients shall comply with the terms of such Contract to the extent the Recipients or their Envista Transition Manager or Danaher Transition Manager, as applicable, have been informed of such terms.
Section 7.02    Required Consents. Each Party shall use commercially reasonable efforts to obtain any and all third party Consents necessary or advisable to allow the relevant Provider to provide the Services and access to the Facilities (the “Required Consents”); provided, however, that the costs of such third party Consents shall be paid by the Recipient of the provision of such Services and access to such Facilities. Each Party shall provide written evidence of receipt of Required Consents to the other Party upon such other Party’s request.
Section 7.03    Primary Points of Contact for Agreement.
(a)Appointment and Responsibilities. Each Party shall appoint an individual to act as the primary point of operational contact for the administration and operation of this Agreement, as follows:
(i)The individual appointed by Envista as the primary point of operational contact pursuant to this Section 7.03(a) (the “Envista Transition Manager”) shall have overall responsibility for coordinating, on behalf of Envista, all activities undertaken by Envista and its Providers, Affiliates and Representatives hereunder, including the performance of Envista’s obligations hereunder, the coordinating of the provision of the Envista Provided Services and access to the Envista Provided Facilities with Danaher, acting as a day-to-day contact with Danaher Transition Manager and making available to Danaher the data, facilities, resources and other support services from Envista required for Danaher Providers to be able to provide the Danaher Provided Services and access to the Danaher Provided Facilities in accordance with the requirements of this Agreement. Envista may change Envista Transition Manager from time to time upon written notice to Danaher. Envista shall use commercially reasonable efforts to provide at least thirty (30) days’ prior written notice of any such change.
(ii)The individual appointed by Danaher as the primary point of operational contact pursuant to this Section 7.03(a) (the “Danaher Transition Manager”) shall have overall operational responsibility for coordinating, on behalf of Danaher, all activities undertaken by Danaher and its Providers, Affiliates and Representatives hereunder, including the performance of Danaher’s obligations hereunder, the coordinating of the provision of the Danaher Provided Services and access to the Danaher Provided Facilities with Envista, acting as a day-to-day contact with Envista Transition Manager and making available to Envista the data, facilities, resources and other support services from Danaher required for Envista Providers to be able to provide the Envista Provided Services and access to the Envista Provided Facilities in accordance with the requirements of this Agreement. Danaher may change Danaher Transition Manager from

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time to time upon written notice to Envista. Danaher shall use commercially reasonable efforts to provide at least thirty (30) days’ prior written notice of any such change.
(b)Review Meetings. Danaher Transition Manager and Envista Transition Manager shall meet either in-person at a mutually acceptable location or via telephone or video conference at least monthly to review Danaher’s and Envista’s provision of the Services and access to the Facilities as required under this Agreement.
Section 7.04    Steering Committee.
(a)Size and Composition. Danaher shall appoint three (3) members of its management staff, and Envista shall appoint three (3) members of its management staff to serve on a steering committee (the “Steering Committee”). Either Party may change its Steering Committee members from time to time upon written notice to the other Party; provided, however, that Danaher Transition Manager and Envista Transition Manager shall at all times remain as members of the Steering Committee. In addition, the Parties may mutually agree to increase or decrease the size, purpose or composition of the Steering Committee in an effort for the Providers to better provide, and for the Recipients to better utilize, the Services and access to the Facilities.
(b)Responsibilities. The Steering Committee’s responsibilities include:
(i)generally overseeing the performance of each Party’s obligations under this Agreement; and
(ii)making, and providing continuity for making, decisions for the Recipients with respect to the establishment, prioritization and use of the Services and access to the Facilities.
(c)Meetings. The Steering Committee shall meet once a month or at such other frequency as mutually agreed by the Parties. Each Steering Committee meeting shall be either in-person at a mutually acceptable location or via telephone or video conference.
Section 7.05    Personnel.
(a)The Provider of any Service or access to any Facility shall make available to the Recipient of such Service or access to such Facility such personnel as may be reasonably necessary to provide such Service, in accordance with such Provider’s standard business practices. The Provider shall have the right, in its reasonable discretion, to (i) designate which personnel it will assign to perform such Service, and (ii) remove and replace such personnel at any time.
(b)The Provider of any Service or Facility shall be solely responsible for all salary, employment and other benefits of and Liabilities relating to the employment of persons employed by such Provider. In performing their respective duties hereunder, all such employees and representatives of any Provider shall be under the direction, control and supervision of such Provider, and such Provider shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives.
Section 7.06    No Agency
. Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any Party or its Affiliates acting as an agent of another unaffiliated Person in the conduct of such other Person’s business. A Provider of any Service or access to any Facility hereunder shall act as an independent contractor and not as the agent of the Recipient or its Affiliates in performing such Service or providing access to such Facility.

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Section 7.07    Data Processing. The provisions of the Data Processing Addendum attached as Exhibit A hereto shall govern the Processing of the Personal Data of the other Party in connection with the provision of Services hereunder.
ARTICLE VIII
MISCELLANEOUS
Section 8.01    Treatment of Confidential Information.
(a)The provisions of Section 6.5 of the Separation Agreement shall govern the treatment of Confidential Information hereunder.
(b)Each Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services hereunder.
Section 8.02    Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall govern.
Section 8.03    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.
Section 8.04    Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.04):
To Danaher:
Danaher Corporation,
2200 Pennsylvania Ave., NW - Suite 800W
Washington, DC 20037-1701
Attn: General Counsel
To Envista:
Envista Holdings Corporation
200 S. Kraemer Blvd., Building E
Brea, California 92821
Attn: General Counsel
Section 8.05    Waivers. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group). No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

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Section 8.06    Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to a bona fide third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a Party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party; provided, however, that in the case of each of the preceding clauses (i) and (ii), no assignment permitted by this Section 8.06 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement.
Section 8.07    Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.
Section 8.08    Payment Terms. Without the consent of the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by either Danaher or Envista under this Agreement shall be made in US Dollars. Except as expressly provided herein, any amount which is not expressed in US Dollars shall be converted into US Dollars by using the exchange rate published on Bloomberg at 5:00 pm Eastern Standard time (EST) on the day before the relevant date or in the Wall Street Journal on such date if not so published on Bloomberg.
Section 8.09    Subsidiaries . Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Date, to the extent such Subsidiary remains a Subsidiary of the applicable Party.
Section 8.10    Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, Liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.
Section 8.11    Titles and Headings. Titles and headings to Articles and Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
Section 8.12    Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.
Section 8.13    Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.
Section 8.14    Dispute Resolution. The provisions of Article VIII of the Separation Agreement shall govern any Dispute under or in connection with this Agreement.
Section 8.15    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 8.16    Interpretation.
(a)The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

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(b)When a reference is made in this Agreement to an Article, Section or Exhibit such reference shall be to an Article or Section of, or Exhibit to, this Agreement unless otherwise indicated. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” References to “dollar” or “$” contained herein are to United States Dollars (unless otherwise specified). The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
[Signature page follows]


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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.
DANAHER CORPORATION
 
 
By:
/s/ James F. O'Reilly
Name:
James F. O'Reilly
Title:
Vice President, Associate General
 
Counsel and Secretary
 
 
ENVISTA HOLDINGS CORPORATION
 
 
By:
/s/ Howard H. Yu
Name:
Howard H. Yu
Title:
Senior Vice President and Chief
 
Financial Officer


[Signature Page to Transition Services Agreement]

Exhibit 10.3







TAX MATTERS AGREEMENT

by and between

DANAHER CORPORATION

and

ENVISTA HOLDINGS CORPORATION

Dated as of September 19, 2019


    



TABLE OF CONTENTS
Article I
 
 
 
DEFINITIONS
 
 
 
1.1
General
1

 
 
 
Article II
 
 
 
PAYMENTS AND TAX REFUNDS
 
 
 
2.1
U.S. Federal Income Tax Relating to Joint Returns
7

2.2
U.S. Federal Income Tax Relating to Separate Returns
7

2.3
U.S. State Tax Relating to Joint Returns
7

2.4
U.S. State Tax Relating to Separate Returns
7

2.5
Foreign Tax Relating to Joint Returns
7

2.6
Foreign Tax Relating to Separate Returns
8

2.7
Certain Transaction Taxes
8

2.8
Determination of Tax Attributable to the Envista Business
8

2.9
Allocation of Employment Taxes
8

2.10
Tax Refunds
8

2.11
Tax Benefits
9

2.12
Prior Agreements
9

 
 
 
Article III
 
 
 
PREPARATION AND FILING OF TAX RETURNS
 
 
 
3.1
Danaher’s Responsibility
9

3.2
Envista’s Responsibility
9

3.3
Right To Review Tax Returns
9

3.4
Cooperation
9

3.5
Tax Reporting Practices
10

3.6
Reporting of Reorganization
10

3.7
Payment of Taxes
10

3.8
Amended Returns and Carrybacks
11

3.9
Tax Attributes
11

 
 
 
Article IV
 
 
 
TAX-FREE STATUS OF THE DISTRIBUTION
4.1
Representations and Warranties
11

4.2
Restrictions Relating to the Distribution
12

 
 
 
Article V
 
 
 
INDEMNITY OBLIGATIONS

i

5.1
Indemnity Obligations
13

5.2
Indemnification Payments
14

5.3
Payment Mechanics
14

5.4
Treatment of Payments
14

 
 
 
Article VI
 
 
 
TAX CONTESTS
 
 
 
6.1
Notice
15

6.2
Separate Returns
15

6.3
Joint Return
15

6.4
Obligation of Continued Notice
15

6.5
Settlement Rights
15

 
 
 
Article VII
 
 
 
COOPERATION
 
 
 
7.1
General
16

7.2
Consistent Treatment
16

 
 
 
Article VIII
 
 
 
RETENTION OF RECORDS; ACCESS
 
 
 
8.1
Retention of Records
16

8.2
Access to Tax Records
17

 
 
 
Article IX
 
 
 
DISPUTE RESOLUTION
 
 
 
Article X
 
 
 
MISCELLANEOUS PROVISIONS
 
 
 
10.1
Conflicting Agreements
17

10.2
Interest on Late Payments
17

10.3
Successors
17

10.4
Application to Present and Future Subsidiaries
17

10.5
Assignability
18

10.6
No Fiduciary Relationship
18

10.7
Further Assurances
18

10.8
Survival
18

10.9
Notices
18

10.10
Effective Date
19


ii

TAX MATTERS AGREEMENT
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of September 19, 2019, between Danaher Corporation, a Delaware corporation (“Danaher”) and Envista Holdings Corporation, a Delaware corporation (“Envista” and, together with Danaher, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation Agreement”).
R E C I T A L S
WHEREAS, the board of directors of Danaher has determined that it is in the best interests of Danaher to separate Danaher’s dental business from its other businesses, creating Envista as a new subsidiary company (the “Separation”) and, following the Separation, to undertake an initial public offering (the “IPO”) of Envista.
WHEREAS, Envista has been incorporated for these purposes and has not engaged in activities except those incidental to its formation and in preparation for the IPO;
WHEREAS, Danaher will effect certain restructuring transactions described in the Separation Plan for the purpose of aggregating the dental business in the Envista Group (as defined below) prior to the IPO (collectively, the “Reorganization”);
WHEREAS, following the IPO, Danaher intends to effect the Distribution in a transaction, that, combined with certain steps in the Reorganization, is intended to qualify as tax-free under Section 368(a)(1)(D) and 355 of the Code;
WHEREAS, certain members of the Danaher Group (as defined below), on the one hand, and certain members of the Envista Group, on the other hand, file certain Tax Return on a consolidated, combined or unitary basis for certain federal, state, local and foreign Tax purposes;
WHEREAS, the Parties desire to (a) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing of Tax Returns, and provide for certain other matters relating to Taxes and (b) set forth certain covenants and indemnities relating to the preservation of the tax-free status of the Separation and Distribution; and
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1    General. As used in this Agreement, the following terms shall have the following meanings:
“Adjustment” shall mean an adjustment of any item of income, gain, loss, deduction, credit or any other item affecting Taxes of a taxpayer pursuant to a Final Determination.
“Affiliate” shall mean, with respect to a Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. For this purpose, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise.
“Agreement” shall have the meaning set forth in the preamble hereto.

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“Ancillary Agreement” shall have the meaning set forth in the Separation Agreement.
“Business Day” shall have the meaning set forth in the Separation Agreement.
“Controlling Party” shall mean, with respect to a Tax Contest, the Party entitled to control such Tax Contest pursuant to Articles 6.2 and 6.3 of this Agreement.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
“Consideration” shall have the meaning set forth in the Separation Agreement.
“Contribution” shall have the meaning set forth in the Separation Agreement.
“Danaher” shall have the meaning set forth in the preamble hereto.
“Danaher Affiliated Group” shall mean an affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which a member of the Danaher Group is a member.
“Danaher Common Stock” shall have the meaning set forth in the Separation Agreement.
“Danaher Federal Consolidated Income Tax Return” shall mean any United States federal income Tax Return for a Danaher Affiliated Group.
“Danaher Group” shall mean Danaher and each Person that is a Subsidiary of Danaher (other than Envista and any other member of the Envista Group).
“Danaher Retained Business” shall have the meaning set forth in the Separation Agreement.
“Danaher Separate Return” shall mean any Tax Return of or including any member of the Danaher Group (including any consolidated, combined or unitary return) that does not include any member of the Envista Group.
“Distribution” shall have the meaning set forth in the Separation Agreement.
“Distribution Date” shall mean the date on which the Distribution is completed.
“Distribution Taxes” means any Taxes incurred solely as a result of the failure of the Tax-Free Status of the Transactions of the Reorganization, the Contribution or the Distribution.
“Effective Date” shall have the meaning set forth in the Separation Agreement.
“Effective Time” shall have the meaning set forth in the Separation Agreement.
“Employee Matters Agreement” shall have the meaning set forth in the Separation Agreement.
“Employment Tax” shall mean those Liabilities (as defined in the Separation Agreement) for Taxes which are allocable pursuant to the provisions of the Employee Matters Agreement.
“Envista” shall have the meaning set forth in the preamble hereof.
“Envista Business” shall have the meaning set forth in the Separation Agreement.
“Envista Common Stock” shall have the meaning set forth in the Separation Agreement.
“Envista Disqualifying Action” means (a) any action (or the failure to take any action) by any member of the Envista Group after the Distribution (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), (b) any event (or series of events) after the Distribution involving the capital stock of Envista or any assets of any member of the Envista Group or (c) any breach by any member of the Envista Group after the Distribution of any representation, warranty or covenant made by them in this Agreement, that, in each case, would adversely affect the Tax-Free Status of the Transactions; provided, however, that the term

2

“Envista Disqualifying Action” shall not include any action entered into pursuant to any Ancillary Agreement (other than this Agreement) or that is undertaken pursuant to the Reorganization, the Contribution or the Distribution.
“Envista Group” shall mean Envista and each Person that will be a Subsidiary of Envista as of immediately after the Effective Time.
“Envista Separate Return” shall mean any Tax Return of or including any member of the Envista Group (including any consolidated, combined or unitary return) that does not include any member of the Danaher Group.
“Federal Income Tax” shall mean 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.
“Final Determination” shall mean the final resolution of liability for any Tax for any taxable period, by or as a result of (a) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed, (b) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, which resolves the entire Tax liability for any taxable period, (c) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax, or (d) any other final resolution, including by reason of the expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS or other Taxing Authority.
“Foreign Tax” shall mean 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, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.
“Group” shall mean either the Envista Group or the Danaher Group, as the context requires.
“Income Tax” shall mean any federal, state, local or Foreign Tax determined by reference to income, gains, net worth, gross receipts, or any Taxes imposed in lieu of such a Tax.
“Indemnifying Party” shall have the meaning set forth in Article 5.2.
“Indemnitee” shall have the meaning set forth in Article 5.2.
“IPO” shall have the meaning set forth in the preamble hereof.
“IRS” shall mean the United States Internal Revenue Service or any successor thereto, including, but not limited to its agents, representatives, and attorneys.
“IRS Ruling” means any U.S. federal income Tax ruling and any supplements thereto, issued to Danaher by the IRS in connection with the Reorganization, the Separation, the Distribution and any related transactions.
“IRS Ruling Request” means any letter filed by Danaher with the IRS requesting a ruling regarding certain tax consequences of the Reorganization, the Separation, the Distribution and any related transaction and any amendment or supplement to such ruling request letter.
“Joint Return” shall mean any Tax Return that actually includes, by election or otherwise, one or more members of the Danaher Group together with one or more members of the Envista Group.
“Law” shall have the meaning set forth in the Separation Agreement.
“Non-Controlling Party” shall mean, with respect to a Tax Contest, the Party that is not entitled to control such Tax Contest pursuant to Articles 6.2 and 6.3 of this Agreement.

3

“Parties” shall mean the parties to this Agreement.
“Past Practices” shall have the meaning set forth in Article 3.5.
“Person” shall have the meaning set forth in the Separation Agreement.
“Post-IPO Period” shall mean any taxable period (or portion thereof) beginning after the Effective Date, including for the avoidance of doubt, the portion of any Straddle Period beginning after the Effective Date.
“Pre-IPO Period” shall mean any taxable period (or portion thereof) ending on or before the Effective Date, including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Effective Date.
“Prohibited Acts” shall have the meaning set forth in Article 4.2.
“Proposed Acquisition Transaction” shall mean 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, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Envista management or shareholders, is a hostile acquisition, or otherwise, as a result of which Envista (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from Envista (or any successor thereto) and/or one or more holders of Envista Common Stock, respectively, any amount of stock of Envista, that would, when combined with any other direct or indirect changes in ownership of the stock of Envista pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise fifty percent (50%) or more of (i) the value of all outstanding shares of Envista 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 Envista as of the date of the 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 Envista of a shareholder rights plan or (ii) issuances by Envista 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 is intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder 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.
“Reasonable Basis” shall mean reasonable basis within the meaning of Section 6662(d)(2)(B)(ii)(II) of the Code and the Treasury Regulations promulgated thereunder (or such other level of confidence required by the Code at that time to avoid the imposition of penalties).
“Refund” shall mean any refund, reimbursement, offset, credit, or other similar benefit in respect of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied against other Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided, however, that the amount of any refund of Taxes shall be net of any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt of or accrual of such refund, including any Taxes imposed by way of withholding or offset.
“Reorganization” shall have the meaning set forth in the recitals.

4

“Responsible Party” shall mean, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return pursuant to this Agreement.
“Restricted Period” shall mean the period which begins with the Distribution Date and ends two (2) years thereafter.
“Separate Return” shall mean a Danaher Separate Return or a Envista Separate Return, as the case may be.
“Separation” shall have the meaning set forth in the recitals.
“Separation Agreement” shall have the meaning set forth in the preamble hereto.
“Separation Plan” shall mean the Global Macro Step Plan, dated the day prior to the Effective Date.
“Straddle Period” shall mean any taxable year or other taxable period that begins on or before the Effective Date and ends after the Effective Date.
“State Tax” means any Tax imposed by any State of the United States or by any political subdivision of any such State, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.
“Subsidiary” shall have the meaning set forth in the Separation Agreement.
“Tax” or “Taxes” shall mean (i) all taxes, charges, fees, duties, levies, imposts, rates or other assessments or governmental charges of any kind imposed by any federal, state, local or non-United States Taxing Authority, including, without limitation, income, gross receipts, employment, estimated, excise, severance, stamp, occupation, premium, windfall profits, environmental, custom duties, property, sales, use, license, capital stock, transfer, franchise, registration, payroll, withholding, social security, unemployment, disability, value added, alternative or add-on minimum or other taxes, whether disputed or not, and including any interest, penalties, charges or additions attributable thereto, (ii) liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any group or being (or having been) included or required to be included in any Tax Return related thereto, and (iii) liability for the payment of any amount of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person.
“Tax Attribute” shall mean net operating losses, capital losses, research and experimentation credit carryovers, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, overall domestic losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.
“Tax Certificates” shall mean any certificates of officers of Danaher and Envista, provided to Davis Polk & Wardwell LLP or any other Law or accounting firm in connection with any Tax Opinion issued in connection with the Reorganization or Distribution.
“Tax Contest” shall have the meaning set forth in Article 6.1.
“Tax-Free Status of the Transactions” shall mean the qualification of (i) the Contribution and the Distribution, taken together, (a) as a reorganization described in Sections 368(a)(1)(D) and 355(a) of the Code, (b) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c) and 361(c) of the Code, (c) as a transaction in which Danaher will recognize no income or gain for U.S. federal income tax purposes with respect to the receipt of the Consideration by reason of Sections 355 and 361 of the Code and (d) as a transaction in which Danaher, Envista and the holders of Danaher Common Stock recognize no income or gain for U.S. federal income tax purposes pursuant to

5

Sections 355, 361 and 1032 of the Code, other than, in the case of Danaher and Envista, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code and (ii) the transactions described on Schedule A as being free from Tax to the extent set forth therein.
“Tax Item” shall mean any item of income, gain, loss, deduction, or credit.
“Tax Law” shall mean the law of any Taxing Authority or political subdivision thereof relating to any Tax.
“Tax Materials” shall have the meaning set forth in Article 4.1(a).
“Tax Opinion” shall mean any written opinion of Davis Polk & Wardwell or any other Law or accounting firm, regarding certain tax consequences of certain transactions executed as part of the Reorganization and the Distribution.
“Tax Records” shall have the meaning set forth in Article 8.1.
“Tax-Related Losses” shall mean (i) 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 (ii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Danaher (or any of its Affiliates) or Envista (or any of its Affiliates) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Taxing Authority, in each case, resulting from the failure of the Reorganization, Distribution, or any transaction associated therewith to qualify for the Tax-Free Status of the Transactions.
“Tax Return” shall mean any return, report, certificate, form or similar statement or document (including any related supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) supplied to or filed with, or required to be supplied to or filed with, a Taxing Authority, or any bill for or notice related to ad valorem or other similar Taxes received from a Taxing Authority, in each case, in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.
“Taxing Authority” shall mean any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).
“Transaction Taxes” shall mean all (i) sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes imposed with respect to the Separation and the Distribution and (ii) any capital gains Taxes imposed with respect to the steps taken pursuant to the Separation Plan, including in each case, any withholding in respect of such Taxes; provided, however, that Transaction Taxes shall not include any Taxes incurred as a result of (x) Envista’s breach of any obligation under the Separation Agreement, this Agreement, or any Ancillary Agreement, or (y) Envista undertaking any action described in Section 4.2(a) or Section 4.2(b), without regard to whether an Unqualified Tax Opinion may have been provided or whether Danaher consented to any such action.
“Treasury Regulations” shall mean the regulations promulgated from time to time under the Code as in effect for the relevant tax period.
“Unqualified Tax Opinion” shall mean a “will” opinion, without substantive qualifications, of a nationally recognized Law or accounting firm, to the effect that a transaction will not affect the Tax-Free Status of the Transactions.

6

ARTICLE II
PAYMENTS AND TAX REFUNDS
2.1    U.S. Federal Income Tax Relating to Joint Returns.
(a)Danaher shall pay and be responsible for any and all Federal Income 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-IPO Periods.
(b)Envista shall pay and be responsible for any and all Federal Income 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 Envista Business for all Post-IPO Periods.
(c)Danaher shall pay and be responsible for any and all Federal Income 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 Federal Income Taxes described in Section 2.1(b) for all Post-IPO Periods.
2.2    U.S. Federal Income Tax Relating to Separate Returns.
(a)Danaher shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Danaher Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.
(b)Envista shall pay and be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Envista Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.
2.3    U.S. State Tax Relating to Joint Returns.
(a)Danaher shall pay and be responsible for any and all State 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-IPO Periods.
(b)Envista shall pay and be responsible for any and all State 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 Envista Business for all Post-IPO Periods.
(c)Danaher shall pay and be responsible for any and all State 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 State Taxes described in Section 2.3(b) for all Post-IPO Periods.
2.4    U.S. State Tax Relating to Separate Returns.
(a)Danaher shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Danaher Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.
(b)Envista shall pay and be responsible for any and all State Taxes due with respect to or required to be reported on any Envista Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.
2.5    Foreign Tax Relating to Joint Returns.
(a)Danaher shall pay and be responsible for any and all Foreign 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-IPO Periods.

7

(b)Envista shall pay and be responsible for any and all Foreign 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 Envista Business for all Post-IPO Periods.
(c)Danaher shall pay and be responsible for any and all Foreign 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 Taxes described in Section 2.5(b) for all Post-IPO Periods.
2.6    Foreign Tax Relating to Separate Returns.
(a)Danaher shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Danaher Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.
(b)Envista shall pay and be responsible for any and all Foreign Taxes due with respect to or required to be reported on any Envista Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.
2.7    Certain Transaction Taxes. Notwithstanding the provisions set forth in Sections 2.1, 2.2, 2.3, 2.4, 2.5, and 2.6, Danaher shall pay and be responsible for any Transaction Taxes.
2.8    Determination of Tax Attributable to the Envista Business.
(a) For purposes of Section 2.1(b), the amount of Federal Income Taxes attributable to the Envista Business shall be reasonably determined by Danaher on a pro forma Envista Group consolidated return prepared:
(i)including only Tax Items of members of the Envista Group that were included in the relevant Danaher Federal Consolidated Income Tax Return;
(ii)except as provided in Section 2.8(a)(iv) hereof, using all elections, accounting methods and conventions used on the relevant Danaher Federal Consolidated Income Tax Return for such period;
(iii)applying the highest statutory marginal corporate income Tax rate in effect for such taxable period;
(iv)assuming that the Envista Group elects not to carry back any net operating losses.
(b) The amount of State Taxes and Foreign Taxes shall be as reasonably determined by Danaher in a manner consistent with the principles of Section 2.8(a), to the extent relevant.
2.9    Allocation of Employment Taxes. Liability for Employment Taxes shall be determined pursuant to the Employee Matters Agreement.
2.10    Tax Refunds.
(a)Danaher shall be entitled to all Refunds related to Taxes the liability for which is allocated to Danaher pursuant to this Agreement. Envista shall be entitled to all Refunds related to Taxes the liability for which is allocated to Envista pursuant to this Agreement.
(b)Envista shall pay to Danaher any Refund received by Envista or any member of the Envista Group that is allocable to Danaher pursuant to this Section 2.10 no later than five (5) Business Days after the receipt of such Refund. Danaher shall pay to Envista any Refund received by Danaher or any member of the Danaher Group that is allocable to Envista pursuant to this Section 2.10 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Section 2.10, any Refund

8

that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (determined without taking into account any applicable extensions).
2.11    Tax Benefits. If Danaher determines, in its good faith discretion, that: (i) one Party is responsible for a Tax pursuant to this Agreement or under applicable Law and (ii) the other Party is entitled to a deduction, credit or other Tax benefit relating to such Tax, then the Party entitled to such deduction, credit or other Tax benefit shall pay to the Party responsible for such Tax the amount of the Tax benefit arising from such deduction, credit or other Tax benefit, as determined by Danaher in its discretion.
2.12    Prior Agreements. Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Danaher Group and any member of the Envista Group shall be terminated with respect to the Envista Group and the Danaher Group as of the Effective Date. No member of either the Envista Group or the Danaher Group shall have any continuing rights or obligations under any such agreement.
ARTICLE III
PREPARATION AND FILING OF TAX RETURNS
3.1    Danaher’s Responsibility. Danaher shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Joint Returns and all Danaher Separate Returns, including any amended Joint Returns or amended Danaher Separate Returns. Notwithstanding the foregoing, with respect to any Joint Return with respect to Foreign Taxes, to the extent that any expenses related to a previously filed Joint Return for similar Foreign Taxes were customarily paid by a member of the Envista Group, as determined by Danaher in its discretion, then any similar expenses shall be borne by Envista, including, for the avoidance of doubt, any expenses related to the preparation of transfer pricing documentation.
3.2    Envista’s Responsibility. Envista shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the Envista Group other than those Tax Returns which Danaher is required to prepare and file under Section 3.1 including any amended Tax Returns. The Tax Returns required to be prepared and filed by Envista under this Section 3.2 shall include any Envista Separate Returns and any amended Envista Separate Returns.
3.3    Right To Review Tax Returns. To the extent that the positions taken on any Tax Return would reasonably be expected to materially adversely affect the Tax position of the Party other than the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Preparing Party”) shall prepare the portions of such Tax Return that relates to the business of the Reviewing Party (the Danaher Retained Business or the Envista Business, as the case may be), shall provide a draft of such portion of such Tax Return to the Reviewing Party for its review and comment at least thirty (30) days prior to the Due Date for such Tax Return, and shall modify such portion of such Tax Return before filing to include the Reviewing Party’s reasonable comments, provided, however, with respect to any Tax Return required to be filed before the Distribution Date with respect to which Danaher is the Preparing Party, Danaher shall consider Envista’s comments in good faith but shall not be required to accept such comments.
3.4    Cooperation. The Parties shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Article VII with respect to the preparation and filing of Tax Returns, including providing information required to be provided in Article VIII. Notwithstanding anything to the contrary in this Agreement, Danaher shall not be required to disclose to

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Envista any consolidated, combined, unitary, or other similar Joint Return of which a member of the Danaher Group is the common parent or any information related to such a Joint Return other than information relating solely to the Envista Group; provided, that Danaher shall provide such additional information that is reasonably required in order for Envista to determine the Taxes attributable to the Envista Business. If an amended Separate Return for States Taxes for which Envista is responsible under this Article II is required to be filed as a result of an amendment made to a Joint Return for Federal Income Tax pursuant to an audit adjustment, then the Parties shall cooperate to ensure that such amended Separate Return can be prepared and filed in a manner that preserves confidential information including through the use of third party preparers.
3.5    Tax Reporting Practices. Except as provided in Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which Envista is the Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and 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 Envista; and (ii) that, to the extent consistent with clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. Envista shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, Envista shall not be permitted, and shall not permit any member of the Envista Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all taxable periods (or portions thereof) ending on or before the Distribution Date have expired without Danaher’s prior written consent.
3.6    Reporting of Reorganization. The Tax treatment of any step in or portion of the Reorganization and the Distribution shall be reported on each applicable Tax Return consistently with the Tax-Free Status of the Transactions, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no Reasonable Basis for such Tax treatment. In the event that a Party shall determine that there is no Reasonable Basis for such Tax treatment, such Party shall notify the other Party no later than twenty (20) Business Days prior to filing the relevant Tax Return and the Parties shall attempt in good faith to agree on the manner in which the relevant portion of the Reorganization and the Distribution shall be reported. If Danaher determines, in its sole discretion, that a protective election under Section 336(e) of the Code shall be made with respect to the Distribution, Envista agrees to take any such action that is necessary to effect such election, including any corresponding election with respect to any of its Subsidiaries, as determined by Danaher. If such a protective election is made, this Agreement shall be amended in such a manner as is determined by Danaher in its good faith discretion to compensate Danaher for any tax benefits realized by Envista as a result of such election.
3.7    Payment of Taxes.
(a)With respect to any Tax Return required to be filed pursuant to this Agreement, the Responsible Party shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any Taxes due in respect of any such Tax Return.
(b)In the case of any Tax Return for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes reported as due on such Tax Return, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party and the Party receiving such notice shall pay such amount to the Responsible Party upon the later of five (5) Business Days prior to the date on which such payment is due and fifteen (15) Business Days after the receipt of such notice.

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(c)With respect to any estimated Taxes, the Party that is or will be the Responsible Party with respect to any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any estimated Taxes due. In the case of any estimated Taxes for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes that will be reported as due on any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such estimated Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party and the Party receiving such notice shall pay such amount to the Responsible Party upon the later of five (5) Business Days prior to the date on which such payment is due and fifteen (15) Business Days after the receipt of such notice.
3.8    Amended Returns and Carrybacks.
(a)Envista shall not, and shall not permit any member of the Envista Group to, file or allow to be filed any request for an Adjustment for any taxable period (or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date) without the prior written consent of Danaher, such consent to be exercised in Danaher’s sole discretion.
(b)Envista shall, and shall cause each member of the Envista Group to, make any available elections to waive the right to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Effective Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Effective Date and (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date.
(c)Envista shall not, and shall cause each member of the Envista Group not to, without the prior written consent of Danaher, make any affirmative election to carry back any Tax Attribute (i) from a taxable period or portion thereof ending after the Effective Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Effective Date or (ii) from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date, in each case, such consent to be exercised in Danaher’s sole discretion.
(d)Receipt of consent by Envista or a member of the Envista Group from Danaher pursuant to the provisions of this Section 3.8 shall not limit or modify Envista’s continuing indemnification obligation pursuant to Article V.
3.9    Tax Attributes. Danaher shall in good faith advise Envista in writing of the amount, if any of any Tax Attributes, which Danaher determines, in its good faith discretion, shall be allocated or apportioned to the Envista Group under applicable Law. Envista and all members of the Envista Group shall prepare all Tax Returns in accordance with such written notice. Envista agrees that it shall not dispute Danaher’s allocation or apportionment of Tax Attributes. For the avoidance of doubt, Danaher shall not be required to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, “earnings & profits studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of business in order to comply with this Section 3.9.
ARTICLE IV
TAX-FREE STATUS OF THE DISTRIBUTION
4.1    Representations and Warranties.
(a)Danaher, on behalf of itself and all other members of the Danaher Group, hereby represents and warrants that (i) it has examined the IRS Ruling, the IRS Ruling Request and any other

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materials delivered or deliverable in connection with the issuance of the IRS Ruling and the Tax Certificates (collectively, the “Tax Materials”) and (ii) the facts presented and representations that have been or will be made therein, to the extent descriptive of or otherwise relating to Danaher or any member of the Danaher Group or the Danaher Retained Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. Danaher, on behalf of itself and all other members of the Danaher Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Danaher or any member of the Danaher Group or the Danaher Retained Business.
(b)Envista, on behalf of itself and all other members of the Envista Group, hereby represents and warrants that (i) it has examined the Tax Materials and (ii) the facts presented and representations that have been or will be made therein, to the extent descriptive of or otherwise relating to Envista or any member of the Envista Group or the Envista Business, were or will be, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. Envista, on behalf of itself and all other members of the Envista Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Envista or any member of the Envista Group or the Envista Business.
(c)Each of Danaher, on behalf of itself and all other members of the Danaher Group, and Envista, on behalf of itself and all other members of the Envista Group represents and warrants that it knows of no fact (after due inquiry) that may cause the Tax treatment of the Reorganization or the Distribution to be other than the Tax-Free Status of the Transactions.
(d)Each of Danaher, on behalf of itself and all other members of the Danaher Group, and Envista, on behalf of itself and all other members of the Envista Group represents and warrants that it has no plan or intent to take any action which is inconsistent with any statements or representations made in the Tax Materials.
4.2    Restrictions Relating to the Distribution .
(a)Envista, on behalf of itself and all other members of the Envista Group, hereby covenants and agrees that no member of the Envista Group will take, fail to take, or permit to be taken: (i) any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials or (ii) any action which constitutes an Envista Disqualifying Action.
(b)During the Restricted Period, Envista:
(i)shall continue and cause to be continued the active conduct of the Envista Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code, as conducted immediately prior to the Distribution,
(ii)shall not voluntarily dissolve or liquidate itself or any of its Affiliates (including any action that is a liquidation for U.S. federal income tax purposes),
(iii)shall not (1) enter into any Proposed Acquisition Transaction or, to the extent Envista has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (3) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of its capital stock (including through the conversion of any capital stock into another class of capital stock), (4) merge or consolidate with any other Person or (5) 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

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Tax Certificates) which in the aggregate would, when combined with any other direct or indirect changes in ownership of Envista capital stock pertinent for purposes of Section 355(e) of the Code, 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 Envista or would reasonably be expected to result in a failure to preserve the Tax-Free Status of the Transactions; and
(iv)shall not and shall not permit any member of the Envista Group, to sell, transfer, or otherwise dispose of or agree to, sell, transfer or otherwise dispose (including in any transaction treated for federal income tax purposes as a sale, transfer or disposition) of assets (including, any shares of capital stock of a Subsidiary) that, in the aggregate, constitute more than 20% of the consolidated gross assets of Envista or the Envista Group. The foregoing sentence shall not apply to (1) sales, transfers, or dispositions of assets in the ordinary course of business, (2) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (3) any assets transferred to a Person that is disregarded as an entity separate from the transferor for federal income tax purposes or (4) any mandatory or optional repayment (or pre-payment) of any indebtedness of Envista or any member of the Envista Group. The percentages of gross assets or consolidated gross assets of Envista or the Envista Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of Envista and the members of the Envista Group as of the Distribution Date. For purposes of this Section 4.2(b)(iv), a merger of Envista or one of its Subsidiaries with and into any Person that is not a wholly owned Subsidiary of Envista shall constitute a disposition of all of the assets of Envista or such Subsidiary.
(c)Notwithstanding the restrictions imposed by Section 4.2(a) and (b), Envista or a member of the Envista Group may take any of the actions or transactions described therein if Envista either (i) obtains an Unqualified Tax Opinion in form and substance reasonably satisfactory to Danaher or (ii) obtains the prior written consent of Danaher waiving the requirement that Envista obtain an Unqualified Tax Opinion, such waiver to be provided in Danaher’s sole and absolute discretion. Danaher’s evaluation of an Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such opinion. Envista shall bear all costs and expenses of securing any such Unqualified Tax Opinion and shall reimburse Danaher for all reasonable out-of-pocket expenses that Danaher or any of its Affiliates may incur in good faith in seeking to obtain or evaluate any such Unqualified Tax Opinion. Neither the delivery of an Unqualified Tax Opinion nor Danaher’s waiver of Envista’s obligation to deliver an Unqualified Tax Opinion shall limit or modify Envista’s continuing indemnification obligation pursuant to Article V.
ARTICLE V
INDEMNITY OBLIGATIONS
5.1    Indemnity Obligations.
(a)Danaher shall indemnify and hold harmless Envista from and against, and will reimburse Envista for, (i) all liability for Taxes allocated to Danaher pursuant to Article II, and (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Danaher Group pursuant to this Agreement and (iii) the amount of any Refund received by any member of the Danaher Group that is allocated to Envista pursuant to Section 2.10(a).
(b)Without regard to whether an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, Envista shall indemnify and hold harmless Danaher from and against, and will reimburse Danaher for, (i) all liability for Taxes allocated to Envista pursuant to Article II, (ii) all Taxes

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and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Envista Group pursuant to this Agreement, (iii) the amount of any Refund received by any member of the Envista Group that is allocated to Danaher pursuant to Section 2.10(a) and (iv) any Distribution Taxes and Tax-Related Losses attributable to an Envista Disqualifying Action (regardless of whether the conditions set forth in Section 4.2(c) are satisfied).
(c)To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) and 5.1(b), responsibility for such Tax or Tax-Related Loss shall be shared by Danaher and Envista according to relative fault.
5.2    Indemnification Payments.
(a)Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Authority or (ii) fifteen (15) Business Days after the receipt of notice from the other Party.
(b)If, as a result of any change or redetermination made with respect to Sections 2.2 or 2.7, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than five (5) Business Days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination.
5.3    Payment Mechanics.
(a)All payments under this Agreement shall be made by Danaher directly to Envista and by Envista directly to Danaher; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Danaher Group, on the one hand, may make such indemnification payment to any member of the Envista Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article 5.4.
(b)In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).
5.4    Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by Law, for all United States federal income Tax purposes as either (i) a non-taxable contribution by Danaher to Envista, or (ii) a distribution by Envista to Danaher, and, with respect to any payment made among the Parties pursuant to this Agreement after the Distribution, such payment shall be treated as having been made immediately prior to the Distribution. Notwithstanding the foregoing, Danaher shall notify Envista if it reasonably determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

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ARTICLE VI
TAX CONTESTS
6.1    Notice. Each Party shall notify the other Party in writing within ten (10) days after receipt by such Party or any member of its Group of a written communication from any Taxing Authority with respect to any pending or threatened audit, claim, dispute, suit, action, proposed assessment or other proceeding (a “Tax Contest”) concerning any Taxes for which the other Party may be liable pursuant to this Agreement, and thereafter shall promptly forward or make available to such Party copies of notices and communications relating to such Tax Contest.
6.2    Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Section 2 hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.
6.3    Joint Return. In the case of any Tax Contest with respect to any Joint Return, Danaher shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest. Notwithstanding the foregoing, to the extent a portion of any such Tax Contest with respect to a Joint Return with respect to Foreign Taxes relates to a matter which was customarily controlled by a member of the Envista Group, as determined by Danaher in its sole discretion, then Danaher may elect that Envista shall be responsible for conduct of such portion of such Tax Contest and any expenses related thereto, including expenses relating to supporting transfer pricing analysis.
6.4    Obligation of Continued Notice. During the pendency of any Tax Contest or threatened Tax Contest, each of the Parties shall provide prompt notice to the other Party of any written communication received by it or a member of its respective Group from a Taxing Authority regarding any Tax Contest for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Taxing 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 Taxing Authority in respect of any such matters. Such notice shall be provided in a reasonably timely fashion; provided, however, that in the event that timely notice is not provided, a Party shall be relieved of its obligation to indemnify the other Party only to the extent that such delay results in actual increased costs or actual prejudice to such other Party.
6.5    Settlement Rights. 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 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; and (iii) 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, 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.

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ARTICLE VII
COOPERATION
7.1    General.
(a)Each Party shall fully cooperate, and shall cause all members of such Party’s Group to fully cooperate, with all reasonable requests in writing from the other Party, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of any Tax Return, claims for Refunds, the conduct of any Tax Contest, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of either Party or any member of either Party’s Group covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter and shall include, without limitation, at each Party’s own cost:
(i)the provision of any Tax Returns of either Party or any member of either Party’s Group, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;
(ii)the execution of any document (including any power of attorney) in connection with any Tax Contest of either Party or any member of either Party’s Group, or the filing of a Tax Return or a Refund claim of either Party or any member of either Party’s Group;
(iii)the use of the Party’s reasonable best efforts to obtain any documentation in connection with a Tax Matter; and
(iv)the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of either Party or any member of either Party’s Group.
Each Party shall make its employees and facilities available, without charge, on a mutually convenient basis to facilitate such cooperation.
7.2    Consistent Treatment. Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (a) the treatment of payments between the Danaher Group and the Envista Group as set forth in Section 5.4, or (b) the Tax-Free Status of the Transactions.
ARTICLE VIII
RETENTION OF RECORDS; ACCESS
8.1    Retention of Records. For so long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (i) sixty (60) days after the expiration of any applicable statutes of limitation (including any waivers or extensions thereof) and (ii) seven years after the Distribution Date, the Parties shall retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns (collectively, “Tax Records”) in respect of Taxes of any member of either the Danaher Group or the Envista Group for any Pre-IPO Period, Straddle Period, or Post-IPO Period or for any Tax Contests relating to such Tax Returns. At any time after the Effective Date that the Danaher Group proposes to destroy such records or documents, it shall first notify the Envista Group in writing and the Envista Group shall be entitled to receive such records or documents proposed to be destroyed. At any time after the Effective Date that the Envista Group proposes to destroy such records or documents, it

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shall first notify the Danaher Group in writing and the Danaher Group shall be entitled to receive such records or documents proposed to be destroyed. The Parties will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.
8.2    Access to Tax Records. The Parties 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 Party and its Affiliates, authorized agents and representatives and any representative of a Taxing Authority or other Tax auditor direct access, 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 Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items pursuant to this Agreement. The Party seeking access to the records of the other Party shall bear all costs and expenses associated with such access, including any professional fees.
ARTICLE IX
DISPUTE RESOLUTION
9.1    In the event of any dispute between the Parties as to any matter covered by this Agreement, the Parties shall appoint a nationally recognized independent public accounting firm (the “Accounting Firm”) to resolve such dispute. In this regard, the Accounting Firm shall make determinations with respect to the disputed items based solely on representations made by Danaher and Envista and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. The Parties shall require the Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm, but in no event later than the due date for the payment of Taxes or the filing of the applicable Tax Return, if applicable, and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Parties. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Danaher and its Subsidiaries, except as otherwise required by applicable Law. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of the Accounting Firm shall be borne equally by the Parties.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1    Conflicting Agreements. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Separation Agreement, this Agreement shall control with respect to the subject matter thereof.
10.2    Interest on Late Payments. With respect to any payment between the Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code from such due date to and including the payment date.
10.3    Successors. This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to any of the parties hereto, to the same extent as if such successor had been an original party to this Agreement.
10.4    Application to Present and Future Subsidiaries. This Agreement is being entered into by Danaher and Envista on behalf of themselves and the members of their respective Group. This Agreement

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shall constitute a direct obligation of each such Party and shall be deemed to have been readopted and affirmed on behalf of any entity that becomes a Subsidiary of Danaher or Envista in the future.
10.5    Assignability. This Agreement shall not be assigned by any Party without the prior written consent of the other Party hereto, except that each Party may assign its respective rights or delegate its respective obligations under this Agreement to any Affiliate of such Party; provided, however, that in connection with each such assignment or delegation, the assigning Party provides a guarantee to the non-assigning Party for any liability or obligation assigned or delegated pursuant to this Section 10.5; provided, further, that Envista shall only be entitled to assign its rights or delegate its obligations under this Agreement with the prior written consent of Danaher.
10.6    No Fiduciary Relationship. The duties and obligations of the Parties, and their respective successors and permitted assigns, contained herein are the extent of the duties and obligations contemplated by this Agreement; nothing in this Agreement is intended to create a fiduciary relationship between the Parties hereto, or any of their successors and permitted assigns, or create any relationship or obligations other than those explicitly described.
10.7    Further Assurances. Subject to the provisions hereof, the Parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.
10.8    Survival. Notwithstanding any other provision of this Agreement to the contrary, all representations, covenants and obligations contained in this Agreement shall survive until the expiration of the applicable statute of limitations with respect to any such matter (including extensions thereof).
10.9    Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.9):
If to Danaher, to:
Danaher Corporation
2200 Pennsylvania Ave., NW - Suite 800W
Washington, DC 20037-1701
Attn: General Counsel
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
Attn: Gavin A. White
Facsimile: (917) 777-3418
If to Envista, to:
Envista Holdings Corporation
200 S. Kraemer Blvd., Building E
Brea, California 92821
Attn: General Counsel

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Any Party may, by notice to the other Party, change the address to which such notices are to be given.
10.10    Effective Date. This Agreement shall become effective only upon the Effective Date.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]












19

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.
DANAHER CORPORATION
 
 
By:
/s/ James F. O'Reilly
Name:
James F. O'Reilly
Title:
Vice President, Associate General
 
Counsel and Secretary
 
 
ENVISTA HOLDINGS CORPORATION
 
 
By:
/s/ Howard H. Yu
Name:
Howard H. Yu
Title:
Senior Vice President and Chief
 
Financial Officer


[Signature Page to Tax Matters Agreement]

Exhibit 10.4






EMPLOYEE MATTERS AGREEMENT

by and between

DANAHER CORPORATION

And

ENVISTA HOLDINGS CORPORATION

Dated as of September 19, 2019




TABLE OF CONTENTS
ARTICLE I
 
 
 
DEFINITIONS AND INTERPRETATION
 
 
 
Section 1.1
General
1

Section 1.2
References; Interpretation
5

 
 
 
ARTICLE II
 
 
 
GENERAL PRINCIPLES
 
 
 
Section 2.1
Nature of Liabilities
5

Section 2.2
Transfers of Employees and Independent Contractors Generally
5

Section 2.3
Assumption and Retention of Liabilities Generally
6

Section 2.4
Treatment of Compensation and Benefit Arrangements; Terms of Employment
7

Section 2.5
Participation in Danaher Benefit Arrangements
7

Section 2.6
Service Recognition
7

Section 2.7
Collective Bargaining Agreements
8

Section 2.8
Information and Consultation
8

Section 2.9
WARN
8

 
 
 
ARTICLE III
 
 
 
CERTAIN BENEFIT PLAN PROVISIONS
 
 
 
Section 3.1
Health and Welfare Benefit Plans
8

Section 3.2
U.S. Defined Benefit Plans
9

Section 3.3
U.S. Savings Plans
9

Section 3.4
U.S. OPEB Plans
10

Section 3.5
Danaher Deferred Compensation Plans
10

Section 3.6
Danaher Canadian RPP/RRSP
11

Section 3.7
Non-U.S. Plans
11

Section 3.8
Treatment of Certain Plans
11

Section 3.9
Chargeback of Certain Costs
11

 
 
 
ARTICLE IV
 
 
 
EQUITY INCENTIVE AWARDS
Section 4.1
Treatment of Danaher Stock Options
12

Section 4.2
Treatment of Danaher Time-Based Restricted Stock Units
12

Section 4.3
Treatment of Danaher Performance Stock Units
12

Section 4.4
Envista Stock Plan
13

Section 4.5
General Terms
13

 
 
 

i

ARTICLE V
 
 
 
ADDITIONAL MATTERS
Section 5.1
Cash Incentive Programs
13

Section 5.2
Time-Off Benefits
13

Section 5.3
Workers' Compensation Liabilities
14

Section 5.4
COBRA Compliance in the United States
14

Section 5.5
Retention Bonuses
14

Section 5.6
Code Section 409A
14

Section 5.7
Payroll Taxes and Reporting
14

Section 5.8
Regulatory Filings
14

Section 5.9
Disability
15

Section 5.10
Certain Requirements
15

 
 
 
ARTICLE VI
 
 
 
GENERAL AND ADMINISTRATIVE
 
 
 
Section 6.1
Employer Rights
15

Section 6.2
Effect on Employment
15

Section 6.3
Consent of Third Parties
15

Section 6.4
Access to Employees
16

Section 6.5
Beneficiary Designation/Release of Information/Right to Reimbursement
16

Section 6.6
No Third Party Beneficiaries
16

Section 6.7
No Acceleration of Benefits
16

Section 6.8
Employee Benefits Administration
16

 
 
 
ARTICLE VII
 
 
 
MISCELLANEOUS
 
 
 
Section 7.1
Entire Agreement
16

Section 7.2
Counterparts
16

Section 7.3
Survival of Agreements
17

Section 7.4
Notices
17

Section 7.5
Waivers
17

Section 7.6
Assignment
17

Section 7.7
Successors and Assigns
17

Section 7.8
Termination and Amendment
17

Section 7.9
Subsidiaries
17

Section 7.10
Title and Headings
18

Section 7.11
Governing Law
18

Section 7.12
Severability
18

Section 7.13
Interpretation
18

Section 7.14
No Duplication; No Double Recovery
18

Section 7.15
No Waiver
18


ii

Section 7.16
No Admission of Liability
18


iii

EMPLOYEE MATTERS AGREEMENT
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of September 19, 2019, is entered into by and between Danaher Corporation, a Delaware corporation (“Danaher”), and Envista Holdings Corporation, a Delaware corporation and a wholly owned subsidiary of Danaher (“Envista”). “Party” or “Parties” means Danaher or Envista, individually or collectively, as the case may be. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement or the Separation Agreement, shall have the meaning set forth in Section 1.1.
W I T N E S S E T H:
WHEREAS, Danaher, acting through its direct and indirect Subsidiaries, currently conducts the Danaher Retained Business and the Envista Business;
WHEREAS, the Board of Directors of Danaher (the “Board”) has determined that it is appropriate, desirable and in the best interests of Danaher and its stockholders to separate Danaher into two separate, publicly traded companies, one for each of (i) the Danaher Retained Business, which shall be owned and conducted, directly or indirectly, by Danaher and its Subsidiaries (other than Envista and its Subsidiaries) and (ii) the Envista Business, which shall be owned and conducted, directly or indirectly, by Envista and its Subsidiaries, in the manner contemplated by the Separation Agreement by and between the Parties, dated as of September 19, 2019 (the “Separation Agreement”);
WHEREAS, the Separation Agreement sets forth the terms and conditions applicable to the IPO;
WHEREAS, following the IPO, Danaher may determine to proceed with the Distribution and/or Other Disposition; and
WHEREAS, pursuant to the Separation Agreement, Danaher and Envista have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee matters and employee compensation and benefit plans and programs between them and to address certain other employment-related matters.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1    General. As used in this Agreement, the following terms shall have the following meanings:
(1)    “Accrued Incentive Amount” shall mean the aggregate amount accrued by Danaher in respect of certain Envista Employees selected by Danaher under any cash incentive compensation and sales commission programs applicable to such Envista Employees and unpaid as of the date on which the employment or services of such Envista Employees are transferred to Envista.
(2)    “Agreement” shall have the meaning set forth in the Preamble.
(3)    “Automatic Transfer Employees” shall mean any Envista Employee, where local employment Laws, including the Transfer Regulations, provide for an automatic transfer of such employees to a member of the Envista Group by operation of Law upon the transfer of a business as a going concern and such business transfer occurs as a result of the transactions contemplated by the Separation Agreement.
(4)    “Benefit Arrangement” shall mean each Benefit Plan and Benefit Policy.

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(5)    “Benefit Plan” shall mean, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not “employee benefit plans” (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any benefit plan, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, health, medical, dental, vision, disability, accident or life insurance benefits, severance, retention, change in control, termination, deferred compensation, individual employment or consulting, retirement, pension or savings benefits, supplemental income, retiree benefit or other fringe benefit (whether or not taxable), that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers’ compensation plans, policies, programs and arrangements.
(6)    “Benefit Policy” shall mean, with respect to an entity, each plan, program, arrangement, agreement or commitment that is a vacation pay or other paid or unpaid leave policy or practice sponsored or maintained by such entity (or to which such entity contributes or is required to contribute) or in which it participates.
(7)    “Board” shall have the meaning set forth in the Recitals.
(8)    “Collective Bargaining Agreement” shall mean all agreements with the collective bargaining representatives, employee representatives, trade unions, labor or management organizations, groups of employees, or works councils or similar representative bodies of Envista Employees, including all national or sector specific collective agreements which are applicable to Envista Employees, in each case in effect immediately prior to the date on which the applicable Envista Employees become employed by a member of the Envista Group, that set forth terms and conditions of employment of Envista Employees, and all modifications of, or amendments to, such agreements and any rules, procedures, awards or decisions of competent jurisdiction interpreting or applying such agreements.
(9)    “Danaher” shall have the meaning set forth in the Preamble.
(10)    “Danaher Benefit Arrangement” shall mean any Benefit Arrangement sponsored, maintained or contributed to by any member of the Danaher Group.
(11)    “Danaher Canadian RRSP” shall mean The Group Retirement Program Savings Plan (RSP) for the Employees of Danaher Corporation & Subsidiaries.
(12)    “Danaher Canadian RPP/RRSP” shall mean (i) the Danaher Corporation & Subsidiaries Pension Plan (Registered Pension Plan) and (ii) The Group Retirement Program Savings Plan (RSP) for the Employees of Danaher Corporation & Subsidiaries.
(13)    “Danaher Deferred Compensation Plans” shall mean (i) the Danaher Corporation & Subsidiaries Executive Deferred Incentive Program, as amended, (ii) the Danaher Deferred Compensation Plan, and (iii) the Danaher Excess Contribution Program as Established as a Sub-Plan Under the Danaher Corporation 2007 Omnibus Incentive Plan, as Amended and Restated.
(14)    “Danaher Employee” shall mean each employee of Danaher or any of its Subsidiaries or Affiliates who does not qualify as an Envista Employee.
(15)    “Danaher Option” shall mean an option to purchase shares of Danaher Common Stock granted pursuant to the Danaher Stock Plan.
(16)    “Danaher Performance Stock Unit” shall mean an award granted by Danaher pursuant to the Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated, that was denominated as a “Performance Stock Unit” under the terms of such plan and the related award agreement.
(17)    “Danaher Stock Plan” shall mean the Danaher Corporation 2007 Omnibus Incentive Plan, as Amended and Restated.

2

(18)    “Danaher Time-Based Restricted Stock Unit” shall mean an award granted by Danaher pursuant to the Danaher Corporation 2007 Omnibus Incentive Plan, as amended and restated, that was denominated as a “Restricted Stock Unit” under the terms of such plan and the related award agreement and as of the Effective Date vests solely based on the continued employment or service of the recipient.
(19)    “Danaher U.S. OPEB Plan” shall mean (i) the Danaher Corporation and Subsidiaries Retiree Medical Plan and (ii) the Sybron Kerr Retiree Medical Plan.
(20)    “Danaher U.S. Retirement Plan” shall mean the Danaher Corporation & Subsidiaries Pension Plan.
(21)    “Danaher U.S. Savings Plans” shall mean (i) the Danaher Corporation & Subsidiaries Retirement & Savings Plan, (ii) the Danaher Corporation & Subsidiaries Savings Plan and (iii) any other defined contribution retirement plan maintained by Danaher or any of its Affiliates (other than a member of the Envista Group) that is intended to be qualified under Section 401(a) of the Code.
(22)    “Danaher Welfare Plans” shall mean any Welfare Plan maintained by Danaher or any member of the Danaher Group.
(23)    “Delayed Transfer Danaher Employee” shall mean any Danaher Employee whose employment is determined by Danaher to not be eligible to be transferred from a member of the Envista Group to a member of the Danaher Group at or prior to the Effective Time as a result of (i) requirements under applicable Law, (ii) participation in a long-term disability plan or similar arrangement or (iii) a delay in setting up Danaher Business operations in a particular jurisdiction sufficient to employ such Danaher Employee.
(24)    “Delayed Transfer Date” shall mean the date on which it is determined by Danaher that either (i) a Delayed Transfer Envista Employee or Delayed Transfer Danaher Employee is permitted to transfer from the Danaher Group to the Envista Group or from the Envista Group to the Danaher Group, respectively, in accordance with applicable Law, or (ii) the necessary business operations are set up in the relevant jurisdiction to enable employment of the Envista Employee or Danaher Employee by the Envista Group or Danaher Group, as applicable.
(25)    “Delayed Transfer Envista Employee” shall mean any Envista Employee whose employment is determined by Danaher to not be eligible to be transferred to a member of the Envista Group at or prior to the Effective Time as a result of (i) requirements under applicable Law, (ii) participation in a long-term disability plan or similar arrangement or (iii) a delay in setting up Envista Business operations in a particular jurisdiction sufficient to employ such Envista Employee.
(26)    “Employee Representative” shall mean any works council, employee representative, trade union, labor or management organization, group of employees or similar representative body for Envista Employees.
(27)    “Envista” shall have the meaning set forth in the Preamble.
(28)    “Envista Adjusted Time-Based Restricted Stock Unit” shall have the meaning set forth in Section 4.3.
(29)    “Envista Benefit Arrangement” shall mean any Benefit Arrangement sponsored, maintained or contributed to exclusively by any member of the Envista Group.
(30)    “Envista Deferred Compensation Plans” shall have the meaning set forth in Section 3.5(a).
(31)    “Envista Employee” shall mean each individual who is employed by Danaher or any of its Subsidiaries or Affiliates as of the date on which Danaher determines to transfer the

3

employment of applicable individuals to Envista and who Danaher determines as of such date is either (i) exclusively or primarily engaged in the Envista Business or (ii) necessary for the ongoing operation of the Envista Business following the Effective Time, in each case regardless of whether any such employee is actively at work or is not actively at work as a result of disability or illness, an approved leave of absence (including military leave with reemployment rights under federal Law and leave under the Family and Medical Leave Act of 1993), vacation, personal day or similar short- or long-term absence.
(32)    “Envista Independent Contractor” shall mean each individual who is engaged as an independent contractor or consultant by Danaher or any of its Subsidiaries or Affiliates as of the date on which Danaher determines to transfer the contracts of service of applicable individuals to Envista and who Danaher determines as of such date is either (i) exclusively or primarily engaged in the Envista Business or (ii) necessary for the ongoing operation of the Envista Business following the Effective Time.
(33)    “Envista OPEB Plans” shall have the meaning set forth in Section 3.4(a).
(34)    “Envista Option” shall have the meaning set forth in Section 4.1.
(35)    “Envista RSP” shall have the meaning set forth in Section 3.6(a).
(36)    “Envista Stock Plan” shall have the meaning set forth in Section 4.4.
(37)    “Envista Time-Based Restricted Stock Unit” shall have the meaning set forth in Section 4.2.
(38)    “Envista U.S. Operating Company SERP” shall mean the Sybron Dental Specialties, Inc. Unfunded Pension Plan.
(39)    “Envista U.S. Savings Plans” shall have the meaning set forth in Section 3.3(a).
(40)    “Envista Welfare Plans” shall mean any Welfare Plan maintained by Envista or any member of the Envista Group.
(41)    “Equity Award Adjustment Ratio” shall mean the adjustment ratio adopted by the Danaher Board or the Compensation Committee of the Danaher Board in its sole and absolute discretion for purposes of making equitable adjustments to the awards held by Envista Employees under the Danaher Stock Plan.
(42)    “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.
(43)    “Former Envista Service Provider” shall mean (i) any individual who would qualify as an Envista Employee or Envista Independent Contractor, but whose employment or service with Danaher or any of its Subsidiaries or Affiliates terminated for any reason prior to the date on which such individual’s employment or service would otherwise have transferred to Envista pursuant to this Agreement and (ii) any former employee, independent contractor or consultant of Danaher or any of its Subsidiaries or Affiliates who was exclusively or primarily engaged in an Envista Former Business (A) at the time either (x) such business was sold, conveyed, assigned, transferred, spun-off, split-off or otherwise disposed of or divested (in whole or in part) to a Person that is not a member of the Envista Group or the Danaher Group or (y) the operations, activities or production of which were discontinued, abandoned, completed or otherwise terminated (in whole or in part), or (B) at any other time, but in such case only to the extent relating to his or her service with such Envista Former Business.
(44)    “Non-Automatic Transfer Employees” shall mean any Envista Employee who is not an Automatic Transfer Employee.
(45)    “Non-U.S. Plans” shall have the meaning set forth in Section 3.7.
(46)    “Party” and “Parties” shall have the meanings set forth in the Preamble.

4

(47)    “Plan Transition Date” shall mean the date that is the earlier to occur of (i) the date that Envista is no longer a member of the “controlled group” of corporations of Danaher (as defined in Section 414(b) of the Code), (ii) January 1, 2020 or (iii) such earlier date as agreed between the Parties.
(48)    “Separation Agreement” shall have the meaning set forth in the Recitals.
(49)    “Transfer Regulations” shall mean (i) all Laws of any EU Member State implementing the EU Council Directive 2001/23/EC of 12 March 2001 on the approximation of the Laws of the Member States relating to the safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of undertakings or businesses (the “Acquired Rights Directive”) and legislation and regulations of any EU Member State implementing such Acquired Rights Directive, and (ii) any similar Laws in any jurisdiction providing for an automatic transfer, by operation of Law, of employment in the event of a transfer of business.
(50)    “Welfare Plan” shall mean, where applicable, a “welfare plan” (as defined in Section 3(1) of ERISA and in 29 C.F.R. §2510.3-1) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision and mental health and substance use disorder), disability benefits, or life, accidental death and disability, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, contribution funding toward a health savings account, flexible spending accounts, tuition reimbursement or adoption assistance programs or cashable credits.
Section 1.2    References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. Reference in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein. Unless the context requires otherwise, references in this Agreement to “Danaher” shall also be deemed to refer to the applicable member of the Danaher Group, references to “Envista” shall also be deemed to refer to the applicable member of the Envista Group and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Danaher or Envista shall be deemed to require Danaher or Envista, as the case may be, to cause the applicable members of the Danaher Group or the Envista Group, respectively, to take, or refrain from taking, any such action. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.
ARTICLE II
GENERAL PRINCIPLES
Section 2.1    Nature of Liabilities. All Liabilities assumed or retained by a member of the Danaher Group under this Agreement shall be Danaher Retained Liabilities for purposes of the Separation Agreement. All Liabilities assumed or retained by a member of the Envista Group under this Agreement shall be Envista Liabilities for purposes of the Separation Agreement.
Section 2.2    Transfers of Employees and Independent Contractors Generally.
(a)    Subject to the requirements of applicable Law, through and until immediately before the Effective Time, Danaher shall use its reasonable best efforts to (i) cause the employment of any

5

Envista Employee and the contract of services of any Envista Independent Contractor to be transferred to a member of the Envista Group and (ii) cause the employment of any Danaher Employee who is employed by a member of the Envista Group and the contract of services between any independent contractor or consultant that does not qualify as an Envista Independent Contractor and a member of the Envista Group to be transferred to a member of the Danaher Group.
(b)    Danaher shall use its reasonable best efforts to cause each Automatic Transfer Employee to be employed by a member of the Envista Group no later than the Effective Time in accordance with applicable Law, or as of the applicable Delayed Transfer Date, if applicable, and Envista agrees to take all actions reasonably necessary to cause the Envista Employees to be so employed. If an Automatic Transfer Employee objects to the transfer of employment to a member of the Envista Group as permitted under applicable law and consequently does not become an employee of the Envista Group and is terminated by Danaher as a result, then Envista shall reimburse Danaher in accordance with Section 2.3(c) for any severance or termination costs incurred by Danaher in connection with such termination of employment. Envista shall make a qualifying offer of employment in accordance with Section 2.4 to each Non-Automatic Transfer Employee prior to the Effective Time to become employed by a member of the Envista Group effective as of no later than the Effective Time, or as of the applicable Delayed Transfer Date, if applicable; provided that if Envista fails to make such a qualifying offer of employment to a Non-Automatic Transfer Employee and such Non-Automatic Transfer does not become employed by Envista and is terminated by Danaher as a result, then Envista shall reimburse Danaher in accordance with Section 2.3(c) for any severance or termination costs incurred by Danaher in connection with such termination of employment.
(c)    The Danaher Group and Envista Group agree to execute, and to seek to have the applicable Envista Employees execute, such documentation, if any, as may be necessary to reflect the transfer of employment described in this Section 2.2.
Section 2.3    Assumption and Retention of Liabilities Generally.
(a)    Except as pursuant to this Agreement, in connection with the Internal Reorganization and the Contribution, or, if applicable, from and after the Effective Time, Danaher shall, or shall cause one or more members of the Danaher Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities under all Danaher Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Danaher Employees and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the Danaher Group under this Agreement.
(b)    Except as pursuant to this Agreement, in connection with the Internal Reorganization and the Contribution, or, if applicable, from and after the Effective Time, Envista shall, or shall cause one or more members of the Envista Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill (i) all Liabilities under all Envista Benefit Arrangements, whenever incurred; (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Envista Employees, Former Envista Service Providers and Envista Independent Contractors and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred; and (iii) all other Liabilities or obligations expressly assigned to or assumed by a member of the Envista Group under this Agreement.
(c)    The Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates.

6

(d)    Notwithstanding that a Delayed Transfer Envista Employee or Delayed Transfer Danaher Employee shall not become employed by a member of the Envista Group or Danaher Group, respectively, until the Delayed Transfer Date applicable to such employee, (i) Envista or Danaher shall be responsible for, and shall timely reimburse the other for, all Liabilities incurred by Danaher or Envista, respectively, with regard to each such Delayed Transfer Envista Employee or Delayed Transfer Danaher Employee from the Effective Time to the Delayed Transfer Date applicable to such employee and (ii) the Parties shall use their reasonable efforts to effect the provisions of this Agreement with respect to the compensation and benefits of such Delayed Transfer Envista Employees and Delayed Transfer Danaher Employees following the Delayed Transfer Date applicable to such employee, it being understood that it may not be possible to replicate the effect of such provisions under such circumstances.
(e)    Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, Envista shall, or shall cause one or more members of the Envista Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill all Liabilities that have been accepted, assumed or retained under this Agreement irrespective of whether accruals for such Liabilities have been transferred to Envista or a member of the Envista Group or included on a combined balance sheet of the Envista Business or whether any such accruals are sufficient to cover such Liabilities.
Section 2.4    Treatment of Compensation and Benefit Arrangements; Terms of Employment. Except as otherwise (i) required by a Collective Bargaining Agreement, the Transfer Regulations or applicable Law, or (ii) expressly provided for in this Agreement, for a period of twelve (12) months following the Effective Time (or if shorter, during the period of employment), Envista shall, or shall cause a member of the Envista Group to provide or cause to be provided to each Envista Employee (A) a base salary or hourly wage rate, as applicable, that is at least equal to the base salary or hourly wage rate provided to such Envista Employee immediately prior to the Effective Time, (B) subject to Section 5.1, a cash incentive or sales commission opportunity no less favorable than the cash incentive or sales commission opportunity in effect for such Envista Employee, if any, immediately prior to the Effective Time, and (C) health, welfare and retirement benefits that are substantially similar to those provided to such Envista Employee immediately prior to the Effective Time (without regard to any defined benefit pension plan benefits for Envista Employees based in the United States). Notwithstanding the foregoing and except as otherwise set forth in Section 3.5 or Article IV, nothing contained in this Agreement shall require Envista to make any grants of equity awards relating to shares of Envista Common Stock to Envista Employees following the Effective Time.
Section 2.5    Participation in Danaher Benefit Arrangements. Except as pursuant to this Agreement, effective no later than the Plan Transition Date, (i) Envista and each member of the Envista Group, to the extent applicable, shall cease to be a participating company in any Danaher Benefit Arrangement and (ii) each Envista Employee shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights under any Danaher Benefit Arrangement (except to the extent of previously accrued obligations that remain a Liability of any member of the Danaher Group pursuant to this Agreement).
Section 2.6    Service Recognition.
(a)    From and after the Effective Time, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, Envista shall, and shall cause each member of the Envista Group to, give each Envista Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any Envista Benefit Arrangement for such Envista Employee’s prior service with any member of the Danaher Group or Envista Group or any predecessor thereto, to the same extent such service was recognized by the applicable Danaher Benefit Arrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits.
(b)    Except to the extent prohibited by applicable Law, as soon as administratively practicable on or after the Plan Transition Date: (i) Envista shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage

7

requirements applicable to each Envista Employee under any Envista Welfare Plan in which Envista Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Danaher Welfare Plan, and (ii) Envista shall provide or cause each Envista Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the Envista Employees become eligible to participate in the Envista Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.
Section 2.7    Collective Bargaining Agreements.
(a)    Notwithstanding anything in this Agreement to the contrary, Danaher and Envista shall, to the extent required by applicable Law, take or cause to be taken all actions that are necessary (if any) for Envista or a member of the Envista Group to continue to maintain or to assume and honor any Collective Bargaining Agreements and any pre-existing collective bargaining relationships (in each case including obligations that arise in respect of the period both before and after the date of employment by the Envista Group) in respect of any Envista Employees and any Employee Representatives.
(b)    Effective no later than the Effective Time, Envista shall, or shall cause a member of the Envista Group to, continue to maintain or to assume and honor, to the extent required by applicable Law, all Collective Bargaining Agreements and pre-existing collective bargaining relationships (in each case including obligations that arise in respect of the period both before and after the date of an Envista Employee’s employment by the Envista Group) that are applicable to any Envista Employee.
(c)    Nothing in this Agreement is intended to alter the provisions of any Collective Bargaining Agreement or modify in any way the obligations of the Danaher Group or the Envista Group to any Employee Representative or any other Person as described in such agreement.
Section 2.8    Information and Consultation. The Parties shall comply with all requirements and obligations to inform, consult or otherwise notify any Envista or Danaher Employees or Employee Representatives in relation to the transactions contemplated by this Agreement and the Separation Agreement, whether required pursuant to any Collective Bargaining Agreement, the Transfer Regulations or other applicable Law.
Section 2.9    WARN. Notwithstanding anything set forth in this Agreement to the contrary, none of the transactions contemplated by or undertaken by this Agreement is intended to and shall not constitute or give rise to an “employment loss” or employment separation within the meaning of the federal Worker Adjustment and Retraining Notification (WARN) Act, or any other federal, state, or local law or legal requirement addressing mass employment separations.
ARTICLE III
CERTAIN BENEFIT PLAN PROVISIONS
Section 3.1    Health and Welfare Benefit Plans.
(a)    (i) Effective as of the Plan Transition Date, the participation of each Envista Employee who is a participant in a Danaher Welfare Plan shall automatically cease and (ii) Envista shall or shall cause a member of the Envista Group (A) to have in effect, no later than the earlier of the date of cessation described in subsection (i) above or the Business Day immediately prior to the Plan Transition Date, Envista Welfare Plans providing health and welfare benefits for the benefit of each Envista Employee with terms that are substantially similar to those provided to the applicable Envista Employee immediately prior to the date on which such Envista Welfare Plans become effective; and (B) effective on and after the date of cessation described in subsection (i) above, to fully perform, pay and discharge all claims of Envista Employees or Former Envista Service Providers (excepting any claims of any Former Envista Service Providers under a Danaher U.S. OPEB Plan), including but not limited to any claims incurred under any Danaher Welfare Plan on or prior to the date on which such Envista Welfare Plans

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become effective, that remain unpaid as of the date on which such Envista Welfare Plans become effective, regardless of whether any such claim was presented for payment prior to, on or after such date. For the avoidance of doubt, and solely for the purposes of this Section 3.1, the term “Envista Welfare Plan” shall not include any Envista OPEB Plans, and Envista OPEB Plans will instead be governed by Section 3.4 of this Agreement.
(b)    The applicable member of the Envista Group shall reimburse the applicable Danaher Welfare Plan for any claims related to Envista Employees or Former Envista Service Providers paid by a Danaher Welfare Plan (whether prior to or after the Effective Time) and not charged back to the appropriate and applicable member of the Envista Group prior to the Plan Transition Date.
(c)    Notwithstanding anything to the contrary in this Section 3.1, Envista Employees will continue to be considered to be “participants” in any Danaher Welfare Plan that is either a health care flexible spending account program or a dependent-care flexible spending account program for the duration of any calendar-year 2020 grace period and/or claims run-out period (in either case, solely as provided under the terms of such Danaher Welfare Plans), provided that such Envista Employees will be considered to be participants solely for purposes of utilizing such grace period and/or claims run-out period; will not be allowed to make any deferral or contribution elections under such Danaher Welfare Plans for calendar year 2020 or beyond; and will cease to be participants in such Danaher Welfare Plans upon the expiration of any grace period and/or claims run-out period.
Section 3.2    U.S. Defined Benefit Plans. Envista Employees shall continue to participate in the Danaher U.S. Retirement Plan in accordance with its terms between the Effective Time and the date that Envista is no longer a member of the “controlled group” of corporations of Danaher (as defined in Section 414(b) of the Code). Danaher shall retain all Assets and Liabilities relating to the Danaher U.S. Retirement Plan, including Liabilities in respect of pension benefits accrued thereunder by each Envista Employee and Former Envista Service Provider. No Assets or Liabilities of the Danaher U.S. Retirement Plan shall be transferred to a retirement plan maintained by any member of the Envista Group.
Section 3.3    U.S. Savings Plans.
(a)    (i) Effective no later than the Plan Transition Date, Danaher shall cause a member of the Envista Group to have in effect one or more defined contribution savings plans and related trusts that satisfy the requirements of Sections 401(a) and 401(k) of the Code in which each Envista Employee who participated in a Danaher U.S. Savings Plan immediately prior thereto shall be eligible to participate (the “Envista U.S. Savings Plans”), with terms that are substantially similar to those provided by the applicable Danaher U.S. Savings Plan immediately prior to the date on which such Envista U.S. Savings Plans become effective (other than the ability to make additional investments in an investment fund invested primarily in Danaher Common Stock), (ii) the participation of each Envista Employee who is a participant in a Danaher U.S. Savings Plan shall automatically cease effective upon the date on which the Envista U.S. Savings Plans become effective, (iii) as soon as practicable after the Envista U.S. Savings Plans become effective, Danaher shall cause the accounts (including any outstanding participant loan balances) in the Danaher U.S. Savings Plans attributable to Envista Employees and all of the Assets in the Danaher U.S. Savings Plans related thereto to be transferred in-kind to the applicable Envista U.S. Savings Plan and (iv) effective as of the Plan Transition Date, the Envista U.S. Savings Plans (including all applicable accounts and underlying Assets) shall be transferred to Envista and Envista shall thereafter fully pay, perform and discharge, all obligations thereunder.
(b)    The respective investment committees and other fiduciaries of the Envista U.S. Savings Plans and the Danaher U.S. Savings Plans shall determine (i) the period of time, if any, following the adoption of the Envista U.S. Savings Plans, during which Envista Employees and Danaher Employees may receive distributions in kind from, respectively, the Envista U.S. Savings Plans and the Danaher U.S. Savings Plans, if, and to the extent, investments under such plans are comprised of Envista Common Stock or Danaher Common Stock, and (ii) the extent to which and when Danaher Common Stock (in the

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case of the Envista U.S. Savings Plans) and Envista Common Stock (in the case of the Danaher U.S. Savings Plans) shall cease to be investment alternatives the respective plans.
(c)    Danaher shall retain all accounts and all Assets and Liabilities relating to the Danaher U.S. Savings Plans in respect of each Former Envista Service Provider; provided that if any Envista Employee whose account balance is transferred from the Danaher U.S. Savings Plans to the applicable Envista U.S. Savings Plan as set forth in Section 3.3(a) thereafter terminates employment prior to the Plan Transition Date, such individual’s account balance shall nonetheless continue to be held in, and subject to the terms and conditions of, the applicable Envista U.S. Savings Plan.
Section 3.4    U.S. OPEB Plans.
(a)    (i) Effective no later than the Plan Transition Date, the participation of each Envista Employee who is a participant in a Danaher U.S. OPEB Plan shall automatically cease and (ii) effective no later than the date of such cessation, Envista shall or shall cause a member of the Envista Group to (A) have in effect retiree health and welfare benefit plans for the benefit of each Envista Employee (the “Envista OPEB Plans”) with terms that are substantially similar to those provided to the applicable Envista Employee under the Danaher U.S. OPEB Plans immediately prior to the date on which such Envista OPEB Plans become effective and (B) fully perform, pay and discharge all obligations of the Danaher U.S. OPEB Plans relating to Envista Employees.
(b)    Danaher shall retain all Liabilities relating to the Danaher U.S. OPEB Plans in respect of each Former Envista Service Provider.
Section 3.5    Danaher Deferred Compensation Plans.
(a)    Effective as of the Plan Transition Date, the active participation of each Envista Employee who is a participant in a Danaher Deferred Compensation Plan shall cease, and effective no later than the date of such cessation, Envista shall or shall cause a member of the Envista Group to have in effect one or more non-qualified deferred compensation plans for the benefit of each Envista Employee (each, a “Envista Deferred Compensation Plan”) with terms that are substantially similar to those provided to the applicable Envista Employee under the Danaher Deferred Compensation Plan(s) immediately prior to the date on which the Envista Deferred Compensation Plan(s) become effective. Effective as of the Plan Transition Date, (x) each Envista Employee who is a participant in a Danaher Deferred Compensation Plan shall become a participant in an Envista Deferred Compensation Plan and (y) Envista shall or shall cause a member of the Envista Group to fully perform, pay and discharge all obligations of the Danaher Deferred Compensation Plans relating to the accounts of the Envista Employees transferred to an Envista Deferred Compensation Plan; provided that for purposes of the Envista Deferred Compensation Plans, (i) any account balances transferred from the Danaher Deferred Compensation Plans that are payable in shares of Danaher Common Stock (A) shall be payable in cash to the extent such account balances (or portion thereof) become payable in accordance with the terms applicable to such account balances prior to the Disposition Date and (B) shall be payable in shares of Envista Common Stock in accordance with the terms applicable to such account balances on and following the Disposition Date, (ii) any account balances transferred from the Danaher Deferred Compensation Plans that were credited with earnings based on a rate of return relating to notional shares of Danaher Common Stock (A) shall continue to use such basis during the period commencing on the Plan Transition Date and ending on the day that is immediately prior to the Disposition Date, and (B) shall instead be credited with earnings based on a rate of return relating to notional shares of Envista Common Stock on and following the Disposition Date, and (iii) effective as of the Disposition Date, notional shares of Danaher Common Stock and any shares of Danaher Common Stock in a deferred share account shall be adjusted in the same manner as set forth in Section 4.2 as if such shares or notional shares of Danaher Common Stock were Danaher Time-Based Restricted Stock Units).
(b)    Danaher shall retain (i) all Assets relating to the Danaher Deferred Compensation Plans in respect of Danaher Employees, Envista Employees and Former Envista Service Providers

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(including any Assets relating to corporate owned life insurance policies) and (ii) all Liabilities in respect of each Former Envista Service Provider in respect of the Danaher Deferred Compensation Plans.
Section 3.6    Danaher Canadian RPP/RRSP.
(a)    (i) Effective as of the Plan Transition Date, the active participation of each Envista Employee who is a Participant in the Danaher Canadian RPP/RRSP shall cease and (ii) effective no later than the date of such cessation, Envista shall or shall cause a member of the Envista Group to (A) have in effect a Canadian registered savings plan (the “Envista RSP”) with terms that are substantially similar to those provided to the applicable Envista Employee under the Danaher Canadian RRSP immediately prior to the date on which the Envista RSP becomes effective. Effective no later than the Plan Transition Date, Danaher shall cause to be provided to each Envista Employee who has a balance under the Danaher Canadian RRSP an election to either transfer such Envista Employee’s account balance to the Envista RSP or a personal registered savings plan administered by the third-party administrator of the Danaher Canadian RRSP.
(b)    Danaher shall retain all assets and Liabilities relating to the Danaher Canadian RPP/RRSP in respect of each Former Envista Service Provider.
Section 3.7    Non-U.S. Plans. Notwithstanding any provision of this Agreement to the contrary other than as set forth in Section 3.6 or Section 3.8, the treatment of each Danaher Benefit Arrangement and Envista Benefit Arrangement that is maintained primarily in respect of individuals who are located outside of the United States (together, the “Non-U.S. Plans”) shall be subject to the terms and conditions set forth in the applicable Conveyancing and Assumption Instrument; provided that if the treatment of any such Non-U.S. Plan is not specifically covered by such Conveyancing and Assumption Instrument, then unless otherwise agreed by the Parties, (i) Envista shall fully perform, pay and discharge all obligations of the Non-U.S. Plans relating to Envista Employees, Envista Independent Contractors and Former Envista Service Providers, whenever incurred, (ii) Danaher shall fully perform, pay and discharge all obligations of the Non-U.S. Plans relating to Danaher Employees, whenever incurred, and (iii) the Parties shall agree on the extent to which any Assets held in respect of such Non-U.S. Plans shall be transferred to Envista.
Section 3.8    Treatment of Certain Plans. Notwithstanding anything in this Agreement or any Conveyancing and Assumption Instrument to the contrary, with respect to any Danaher Benefit Arrangement or Envista Benefit Arrangement that covers primarily Envista Employees and Former Envista Service Providers (including, without limitation, the Envista U.S. Operating Company SERP), (i) effective no later than the Effective Time, Envista shall become solely liable to fully perform, pay and discharge all obligations of such arrangements, whenever incurred, and (ii) Danaher shall transfer all Assets held with respect to such arrangements to Envista as soon as practicable after the date on which Envista becomes so liable.
Section 3.9    Chargeback of Certain Costs. Nothing contained in this Agreement shall limit Danaher’s ability to charge back any Liabilities that it incurs in respect of any Danaher Benefit Arrangement to any of its operating companies in the ordinary course of business consistent with its past practices. Subject, and in addition, to the foregoing, Danaher shall allocate and charge back to Envista or a member of the Envista Group all Liabilities that Danaher would otherwise have recognized by reason of (i) the continued participation of Envista Employees, Envista Independent Contractors and Former Envista Service Providers in Danaher Benefit Arrangements prior to the Plan Transition Date (which Liabilities shall, for the avoidance of doubt, be subject to reimbursement under Section 2.3(c) of this Agreement) and (ii) those Danaher Options, Danaher Restricted Stock Units and Danaher Performance Stock Units held by any Envista Employees, Envista Independent Contractors and Former Envista Service Providers for the period commencing on the Effective Time and ending on the Disposition Date.

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ARTICLE IV
EQUITY INCENTIVE AWARDS
Section 4.1    Treatment of Danaher Stock Options. Each Danaher Option that is outstanding immediately prior to the Effective Time and that is held by an Envista Employee who continues in employment through the Effective Time shall remain outstanding in accordance with its terms. Each Danaher Option that is outstanding immediately prior to the Disposition Date and that is held by an Envista Employee who continues in employment through the Disposition Date, whether vested or unvested, shall automatically be assumed by Envista at the Disposition Date (each, a “Envista Option”) and shall continue to have, and be subject to, the same terms and conditions (including the term, exercisability and vesting schedule) as were applicable to the corresponding Danaher Option immediately prior to the Disposition Date, except that each Envista Option shall (i) relate to a number of shares of Envista Common Stock (with each discrete grant rounded down to the nearest whole share) equal to the product of (x) the number of shares of Danaher Common Stock issuable upon the exercise of the corresponding Danaher Option immediately prior to the Disposition Date and (y) the Equity Award Adjustment Ratio and (ii) have a per-share exercise price (rounded up to the nearest whole cent, subject to Section 4.5(a)) equal to the quotient determined by dividing (x) the per share exercise price of the corresponding Danaher Option by (y) the Equity Award Adjustment Ratio.
Section 4.2    Treatment of Danaher Time-Based Restricted Stock Units. Each Danaher Restricted Stock Unit that is outstanding immediately prior to the Effective Time and that is held by an Envista Employee who continues in employment through the Effective Time shall remain outstanding in accordance with its terms. Each Danaher Restricted Stock Unit that is outstanding immediately prior to the Disposition Date and that is held by an Envista Employee who continues in employment through the Disposition Date, whether vested or unvested, shall automatically be assumed by Envista at the Disposition Date (each, a “Envista Time-Based Restricted Stock Unit”) and shall continue to have, and be subject to, the same terms and conditions (including vesting schedule) as were applicable to the corresponding Danaher Time-Based Restricted Stock Unit immediately prior to the Disposition Date, except that each grant of Envista Time-Based Restricted Stock Units shall (i) relate to that number of shares of Envista Common Stock (with each discrete grant rounded up to the nearest whole share, subject to Section 4.5(a)) equal to the product of (x) the number of shares of Danaher Common Stock that were issuable upon the vesting of such Danaher Time-Based Restricted Stock Units immediately prior to the Disposition Date and (y) the Equity Award Adjustment Ratio and (ii) be subject to vesting solely based upon the satisfaction of any applicable continued employment requirements that apply to the corresponding Danaher Time-Based Restricted Stock Units immediately prior to the Disposition Date.
Section 4.3    Treatment of Danaher Performance Stock Units. Each Danaher Performance Stock Unit that is outstanding immediately prior to the Effective Time and that is held by an Envista Employee who continues in employment through the Effective Time shall remain outstanding in accordance with its terms. Each Danaher Performance Stock Unit that is outstanding immediately prior to the Disposition Date and that is held by an Envista Employee who continues in employment through the Disposition Date, whether vested or unvested, shall be assumed by Envista at the Disposition Date and converted into a restricted stock unit denominated in shares of Envista Common Stock (each, a “Envista Adjusted Time-Based Restricted Stock Unit”) and shall continue to have, and be subject to, the same terms and conditions (including time-based vesting schedule and post-vesting holding period) as were applicable to the corresponding Danaher Performance Stock Unit immediately prior to the Disposition Date, except that (i) the performance-based vesting conditions applicable to such Danaher Performance Stock Unit immediately prior to the Disposition Date shall not apply from and after the Disposition Date, and (ii) each grant of Envista Adjusted Time-Based Restricted Stock Units shall (x) relate to that number of shares of Envista Common Stock (with each discrete grant rounded up to the nearest whole share, subject to Section 4.5(a)) equal to the product of (A) the number of shares of Danaher Common Stock that were issuable upon the vesting of such Danaher Performance Stock Unit immediately prior to the Disposition Date assuming attainment of the applicable performance metrics at the actual level of performance immediately prior to the Disposition Date and (B) the Equity Award Adjustment Ratio and

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(y) be subject to vesting solely based upon the satisfaction of any applicable continued employment or service requirements that apply to the corresponding Danaher Performance Stock Units immediately prior to the Disposition Date.
Section 4.4    Envista Stock Plan. Effective as of the Effective Time, Envista shall have adopted the Envista 2019 Omnibus Incentive Plan (the “Envista Stock Plan”), which shall permit the grant and issuance of equity incentive awards denominated in Envista Common Stock as described in this Article IV.
Section 4.5    General Terms.
(a)    All of the adjustments described in this Article IV shall be effected in accordance with Sections 424 and 409A of the Code, in each case to the extent applicable. Notwithstanding the foregoing, (i) if the treatment set forth in this Article IV would cause adverse Tax consequences to any Envista Employee located outside of the United States, the Parties shall use their reasonable best efforts to cause the treatment to be conformed in a manner that does not give rise to such adverse Tax consequences, to the extent practicable; (ii) each Danaher Option, Danaher Restricted Stock Unit, and Danaher Performance Stock Unit held by an Envista Employee located in Canada shall be assumed and adjusted as described in this Article IV immediately prior to, but contingent upon the occurrence of, the Disposition Date; and (iii) each discrete grant of Envista Time-Based Restricted Stock Units held by an Envista Employee located in Canada or France shall in all events be rounded down to the nearest whole share.
(b)    The Parties shall use their reasonable best efforts to maintain effective registration statements with the Securities Exchange Commission with respect to the awards described in this Article IV, to the extent any such registration statement is required by applicable Law.
(c)    The Parties hereby acknowledge that the provisions of this Article IV are intended to achieve certain tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.
ARTICLE V
ADDITIONAL MATTERS
Section 5.1    Cash Incentive Programs. For any Danaher cash incentive or sales commission performance period that has not concluded as of the date on which the employment of the applicable Envista Employees is transferred to Envista (the “Open Incentive Obligations”), Envista shall provide that each applicable Envista Employee shall continue to be eligible to receive a cash incentive bonus or sales commission payment in accordance with the same terms and conditions as applied to such Envista Employee under the corresponding Danaher incentive or sales commission program as in effect immediately prior to the date of such transfer, as equitably adjusted (if applicable) by the Compensation Committee of the Danaher Board of Directors to the extent necessary to reflect the transactions contemplated by the Separation Agreement; provided that in no event shall the aggregate incentive amounts paid to the applicable Envista Employees in respect of such applicable period be less than the Accrued Incentive Amount. Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, (i) Danaher shall not transfer assets in respect of the Accrued Incentive Amount or the Open Incentive Obligations and (ii) effective as of the date on which the employment of the applicable Envista Employees is transferred to Envista, Envista shall assume all Liabilities and obligations in respect of the Accrued Incentive Amount and the Open Incentive Obligations.
Section 5.2    Time-Off Benefits. Unless otherwise required in a Collective Bargaining Agreement, the Transfer Regulations or applicable Law, Envista shall (i) credit each Envista Employee with the amount of accrued but unused vacation time, paid time-off and other time-off benefits as such Envista Employee had with the Danaher Group as of immediately before the date on which the

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employment of the Envista Employee transfers to Envista and (ii) permit each such Envista Employee to use such accrued but unused vacation time, paid time off and other time-off benefits in the same manner and upon the same terms and conditions as the Envista Employee would have been so permitted under the terms and conditions of the applicable Danaher policies in effect for the year in which such transfer of employment occurs, up to and including full exhaustion of such transferred unused vacation time, paid-time off and other time-off benefits (if such full exhaustion would be permitted under the applicable Danaher policies in effect for that year in which the transfer of employment occurs).
Section 5.3    Workers’ Compensation Liabilities. Effective no later than the Effective Time, Envista shall assume all Liabilities for Envista Employees, Envista Independent Contractors and Former Envista Service Providers related to any and all workers’ compensation injuries, incidents, conditions, claims or coverage, whenever incurred (including claims incurred prior to the Effective Time but not reported until after the Effective Time), and Envista shall be fully responsible for the administration, management and payment of all such claims and satisfaction of all such Liabilities. Notwithstanding the foregoing, if Envista is unable to assume any such Liability or the administration, management or payment of any such claim solely because of the operation of applicable Law, Danaher shall retain such Liabilities and Envista shall reimburse and otherwise fully indemnify Danaher for all such Liabilities, including the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen.
Section 5.4    COBRA Compliance in the United States. Effective as of the Plan Transition Date, Envista shall assume and be responsible for administering compliance with the health care continuation requirements of COBRA, in accordance with the provisions of the Envista Welfare Plans, with respect to Envista Employees or Envista Former Service Providers who incurred a COBRA qualifying event under a Danaher Welfare Plan at any time on or before the Plan Transition Date and/or any COBRA qualifying event in connection with the transactions described in the Separation Agreement. Envista shall also be responsible for administering compliance with the health care continuation requirements of COBRA, and the corresponding provisions of the Envista Welfare Plans with respect to Envista Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the Envista Welfare Plans at any time after the Plan Transition Date.
Section 5.5    Retention Bonuses. Any retention bonuses payable to any Envista Employees that relate to the transactions contemplated by the Separation Agreement and become payable after the date on which the employment of the Envista Employee transfers to Envista shall be assumed by Envista as of the date of such transfer and Envista shall pay all amounts payable thereunder to the applicable Envista Employees in accordance with the terms thereof.
Section 5.6    Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the Parties shall negotiate in good faith regarding the need for any treatment different from that otherwise provided herein with respect to the payment of compensation to ensure that the treatment of such compensation does not cause the imposition of a Tax under Section 409A of the Code. In no event, however, shall any Party be liable to another in respect of any Taxes imposed under, or any other costs or Liabilities relating to, Section 409A of the Code.
Section 5.7    Payroll Taxes and Reporting. The Parties shall, to the extent practicable, (i) treat Envista or a member of the Envista Group as a “successor employer” and Danaher (or the appropriate member of the Danaher Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Envista 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 Envista Employee for the calendar year in which the Effective Time occurs.
Section 5.8    Regulatory Filings. Subject to applicable Law and the Tax Matters Agreement, Danaher shall retain responsibility for all employee-related regulatory filings for reporting periods ending at or prior to the Effective Time, except for Equal Employment Opportunity Commission EEO-1 reports

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and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions, for which Danaher shall provide data and information (to the extent permitted by applicable Laws) to Envista, which shall be responsible for making such filings in respect of Envista Employees.
Section 5.9    Disability.
(a)    To the extent any Envista Employee is, as of the Plan Transition Date, receiving payments as part of any short-term disability program that is part of a Danaher Welfare Plan, such Envista Employee’s rights to continued short-term disability benefits (a) will end under any Danaher Welfare Plan as of the Plan Transition Date; and (b) all remaining rights will be recognized under an Envista Welfare Plan as of the Plan Transition Date, and the remainder (if any) of such Envista Employee’s short-term disability benefits will be paid by an Envista Welfare Plan. In the event that any Envista Employee described above shall have any dispute with the short-term disability benefits they are receiving under an Envista Welfare Plan, any and all appeal rights of such employees shall be realized through the Envista Welfare Plan (and any appeal rights such Envista Employee may have under any Danaher Welfare Plan will be limited to benefits received and time periods occurring prior to the Plan Transition Date).
(b)    For any Former Envista Service Provider who is, as of the Effective Time, receiving payments as part of any long-term disability program that is part of a Danaher Welfare Plan, and has been receiving payments from such plan for twelve (12) months or fewer before the Effective Time, to the extent such Former Envista Service may have any “return to work” rights under the terms of such Danaher Welfare Plan, such Former Envista Service Provider’s eligibility for re-employment shall be with Envista or a member of the Envista Group, subject to availability of a suitable position (with such availability to be determined in the sole discretion by Envista or the applicable member of the Envista Group), provided however that, notwithstanding the foregoing, no Former Envista Service Provider described in this subsection will be eligible for re-employment as described in this subsection after the first anniversary of the Effective Time.
Section 5.10    Certain Requirements. Notwithstanding anything in this Agreement to the contrary, if the Transfer Regulations, the terms of a Collective Bargaining Agreement or applicable Law require that any assets or Liabilities be retained by the Danaher Group or transferred to or assumed by the Envista Group in a manner that is different from that set forth in this Agreement, such retention, transfer or assumption shall be made in accordance with the terms of such Collective Bargaining Agreement or applicable Law and shall not be made as otherwise set forth in this Agreement.
ARTICLE VI
GENERAL AND ADMINISTRATIVE
Section 6.1    Employer Rights. Nothing in this Agreement shall be deemed to be an amendment to any Danaher Benefit Arrangement or Envista Benefit Arrangement or to prohibit any member of the Danaher Group or Envista Group, as the case may be, from amending, modifying or terminating any Danaher Benefit Arrangement or Envista Benefit Arrangement at any time within its sole discretion.
Section 6.2    Effect on Employment. Nothing in this Agreement is intended to or shall confer upon any employee or former employee of Danaher, Envista or any of their respective Affiliates any right to continued employment, or any recall or similar rights to any such individual on layoff or any type of approved leave.
Section 6.3    Consent of Third Parties. If any provision of this Agreement is dependent on the Consent of any third party and such Consent is withheld, the Parties shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties

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hereto shall negotiate in good faith to implement the provision (as applicable) in a mutually satisfactory manner.
Section 6.4    Access to Employees. On and after the Effective Time, Danaher and Envista shall, or shall cause each of their respective Affiliates to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between Danaher and Envista) to which any employee or director of the Danaher Group or the Envista Group or any Danaher Benefit Arrangement or Envista Benefit Arrangement is a party and which relates to a Danaher Benefit Arrangement or Envista Benefit Arrangement. The Party to whom an employee is made available in accordance with this Section 6.4 shall pay or reimburse the other Party for all reasonable expenses which may be incurred by such employee in connection therewith, including all reasonable travel, lodging, and meal expenses, but excluding any amount for such employee’s time spent in connection herewith.
Section 6.5    Beneficiary Designation/Release of Information/Right to Reimbursement. To the extent permitted by applicable Law and except as otherwise provided for in this Agreement, all beneficiary designations, authorizations for the release of Information and rights to reimbursement made by or relating to Envista Employees under Danaher Benefit Arrangements shall be transferred to and be in full force and effect under the corresponding Envista Benefit Arrangements until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply, to the relevant Envista Employee.
Section 6.6    No Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and, except to the extent otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer any rights, benefits, remedies, obligations or Liabilities under this Agreement upon any Person, including any Envista Employee or other current or former employee, officer, director or contractor of the Danaher Group or Envista Group, other than the Parties and their respective successors and assigns.
Section 6.7    No Acceleration of Benefits. Except as otherwise provided in this Agreement, no provision of this Agreement shall be construed to create any right, or accelerate vesting or entitlement, to any compensation or benefit whatsoever on the part of any Envista Employee or other former, current or future employee of the Danaher Group or Envista Group under any Benefit Arrangement of the Danaher Group or Envista Group.
Section 6.8    Employee Benefits Administration. At all times following the date hereof, the Parties will cooperate in good faith as necessary to facilitate the administration of employee benefits and the resolution of related employee benefit claims with respect to Envista Employees, Former Envista Service Providers and employees and other service providers of Danaher, as applicable, including with respect to the provision of employee level information necessary for the other Party to manage, administer, finance and file required reports with respect to such administration.
ARTICLE VII
MISCELLANEOUS
Section 7.1    Entire Agreement. This Agreement and the Separation Agreement, including the Exhibits and Schedules thereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter.
Section 7.2    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

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Section 7.3    Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.
Section 7.4    Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.4):
To Danaher:
Danaher Corporation,
2200 Pennsylvania Ave., NW - Suite 800W
Washington, DC 20037-1701
Attn: General Counsel
To Envista:
Envista Holdings Corporation
200 S. Kraemer Blvd., Building E
Brea, California 92821
Attn: General Counsel
Section 7.5    Waivers. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group).
Section 7.6    Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable to (i) with respect to Danaher, an Affiliate of Danaher, or (ii) a bona fide third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party to this Agreement; provided however that in the case of each of the preceding clauses (i) and (ii), no assignment permitted by this Section 7.6 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.
Section 7.7    Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.
Section 7.8    Termination and Amendment. This Agreement may be terminated, modified or amended at any time prior to the Disposition Date by and in the sole discretion of Danaher without the approval of Envista or the stockholders of Danaher. In the event of such termination, no Party shall have any liability of any kind to the other Party or any other Person. After the Disposition Date, this Agreement may not be terminated, modified or amended except by an agreement in writing signed by Danaher and Envista.
Section 7.9    Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

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Section 7.10    Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
Section 7.11    Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.
Section 7.12    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 7.13    Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.
Section 7.14    No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.
Section 7.15    No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Section 7.16    No Admission of Liability. The allocation of Assets and Liabilities herein is solely for the purpose of allocating such Assets and Liabilities between Danaher and Envista and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of Danaher or Envista.
[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

DANAHER CORPORATION
 
 
By:
/s/ James F. O'Reilly
Name:
James F. O'Reilly
Title:
Vice President, Associate General
 
Counsel and Secretary
 
 
ENVISTA HOLDINGS CORPORATION
 
 
By:
/s/ Howard H. Yu
Name:
Howard H. Yu
Title:
Senior Vice President and Chief
 
Financial Officer

[Signature Page to Employee Matters Agreement]

Exhibit 10.5






INTELLECTUAL PROPERTY MATTERS AGREEMENT

by and between

DANAHER CORPORATION

and

ENVISTA HOLDINGS CORPORATION

Dated as of September 19, 2019


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INTELLECTUAL PROPERTY MATTERS AGREEMENT
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of September 19, 2019, is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Envista Holdings Corporation (“Envista”), a Delaware corporation. “Party” or “Parties” means Danaher or Envista, individually or collectively, as the case may be.
W I T N E S S E T H:
WHEREAS, the Parties have entered into that certain Separation Agreement, dated as of September 19, 2019 (the “Separation Agreement”); and
WHEREAS, as of the Effective Date, the Danaher Group may own certain Patents and Know-How that are necessary or used in the Envista Business as of the Effective Date, and the Envista Group may own certain Patents and Know-How that are necessary or used in the Danaher Retained Businesses as of the Effective Date, and Danaher wishes to grant to Envista, and Envista wishes to grant to Danaher, a license to such Intellectual Property in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01    Definitions.
(a)Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement.
(b)The following capitalized terms used in this Agreement shall have the meanings set forth below:
“Danaher Field of Use” shall mean the Danaher Retained Business and natural evolutions or extensions thereof.
“Danaher Licensed IP” shall mean the Danaher Licensed Know-How and Danaher Licensed Patents, excluding DBS (as licensed under the DBS License Agreement).
“Danaher Licensed Know-How” shall mean the Know-How that is (a) owned by the Danaher Group as of the Effective Date and (b) used in the Envista Business as of the Effective Date.
“Danaher Licensed Patents” shall mean (a) the Patents that are (i) owned by the Danaher Group as of the Effective Date and (ii) used in the Envista Business as of the Effective Date, and (b) all Valid Claims of other Patents that are owned by the Danaher Group that claim priority to the Patents described in clause (a) to the extent such Valid Claims are fully supported by such Patents.
“DBS” shall have the meaning set forth in the DBS License Agreement.
“DBS License Agreement” shall mean the DBS License Agreement of even date herewith by and between Danaher and Envista.
“Effective Date” shall have the meaning set forth in the Separation Agreement.
“Envista Field of Use” shall mean the field of the Envista Business and natural evolutions or extensions thereof.
“Envista Licensed IP” shall mean the Envista Licensed Know-How and Envista Licensed Patents.

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“Envista Licensed Know-How” shall mean the Know-How that is (a) owned by the Envista Group as of the Effective Date and (b) used in the Danaher Retained Business as of the Effective Date.
“Envista Licensed Patents” shall mean (a) the Patents that are (i) owned by the Envista Group as of the Effective Date and (ii) used in the Danaher Retained Business as of the Effective Date, and (b) all Valid Claims of other Patents that are owned by the Envista Group that claim priority to the Patents described in clause (a) to the extent such Valid Claims thereof are fully supported by such Patents.
“Know-How” shall mean trade secrets, and all other confidential or proprietary information, know-how, inventions, processes, formulae, models, and methodologies, but in each case excluding Patents.
“Licensee” shall mean (a) Envista, with respect to the Danaher Licensed IP and (b) Danaher, with respect to the Envista Licensed IP.
“Licensor” shall mean (a) Envista, with respect to the Envista Licensed IP, and (b) Danaher, with respect to the Danaher Licensed IP.
“Licensee Field of Use” shall mean (a) with respect to Envista, the Envista Field of Use, and (b) with respect to Danaher, the Danaher Field of Use.
“Licensed IP” shall mean (a) the Envista Licensed IP, as licensed to Danaher hereunder and (b) the Danaher Licensed IP, as licensed to Envista hereunder.
“Licensor IP” shall mean (a) with respect to Envista, the Envista Licensed IP and (b) with respect to Danaher, the Danaher Licensed IP.
“Patents” shall mean patents and patent applications, and any and all related national or international counterparts thereto, including any divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions thereof.
“Third Party” means any Person other than Danaher, Envista, and their respective Affiliates.
“Valid Claim” means a claim of an issued and unexpired Patent that (i) has not been revoked or held unenforceable or invalid by a decision of a court or other Governmental Entity of competent jurisdiction from which no appeal can be taken or has been taken within the time allowed for appeal and (ii) has not been abandoned, disclaimed, denied, or admitted to be invalid or unenforceable through reissue or disclaimer or otherwise in such country.
ARTICLE II
GRANTS OF RIGHTS
Section 2.01    License to Envista of Danaher Licensed IP. Subject to the terms and conditions of this Agreement, Danaher hereby grants, and shall cause its Affiliates to grant, to Envista a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (in connection with activities in the Envista Field of Use by Envista and its Affiliates but not for the independent use of Third Parties), and worldwide license to the Danaher Licensed IP in the Envista Field of Use (“Envista License”). Subject to the terms and conditions of this Agreement, the Envista License shall include the right to exercise any and all rights in the Danaher Licensed IP in the Envista Field of Use, including the right to use, practice, copy, perform, render, develop, modify, and make derivative works of the Danaher Licensed IP within the Envista Field of Use and to make, have made, use, sell, offer for sale, export and import any products, services or technologies, in each case with respect to the Envista Field of Use.
Section 2.02    License to Danaher of Envista Licensed IP. Subject to the terms and conditions of this Agreement, Envista hereby grants, and shall cause its Affiliates to grant, to Danaher a non-exclusive, royalty-free, fully paid-up, irrevocable, sublicensable (in connection with activities in the Danaher Field of Use by Danaher and its Affiliates but not for the independent use of Third Parties), and worldwide

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license to the Envista Licensed IP solely within the Danaher Field of Use (“Danaher License”). Subject to the terms and conditions of this Agreement, the foregoing license shall include the right to exercise any and all rights in the Envista Licensed IP in the Danaher Field of Use, including the right to use, practice, copy, perform, render, develop, modify, and make derivative works of the Envista Licensed IP within the Danaher Field of Use and to make, have made, use, sell, offer for sale, export and import any products, services or technologies, in each case with respect to the Danaher Field of Use.
Section 2.03    Limitations. Notwithstanding anything to the contrary herein, the licenses hereunder are subject to any rights of or obligations owed to any Third Party under any Contracts existing as of the Effective Date between Licensor or its Affiliates and any such Third Party.
Section 2.04    Reservation of Rights. Each Party reserves its and its Affiliates’ rights in and to all Intellectual Property that is not expressly licensed hereunder. Without limiting the foregoing, this Agreement and the licenses and rights granted herein do not, and shall not be construed to, confer any rights upon either Party, its Affiliates, or its sublicensees by implication, estoppel, or otherwise as to any of the other Party’s or its Affiliates’ Intellectual Property, except as otherwise expressly set forth herein.
Section 2.05    DBS. Notwithstanding anything to the contrary herein, no rights under or with respect to DBS are granted pursuant to this Agreement.
ARTICLE III
INTELLECTUAL PROPERTY OWNERSHIP
Section 3.01    Ownership.
(a)    As between the Parties, Licensee acknowledges and agrees that (i) Licensor owns the Licensor IP, (ii) none of Licensee, its Affiliates or its sublicensees, will acquire any rights in the Licensor IP, except for the licenses and sublicenses granted pursuant to Sections 2.01 and 2.02, and (iii) Licensee shall not, and shall cause its Affiliates and its sublicensees to not, represent that they have an ownership interest in any of the Licensor IP.
(b)    As between the Parties, each Party shall own all improvements and modifications made by or on behalf of such Party with respect to the Licensed IP; provided that, with respect to Licensee, such improvements and modifications shall not include, and shall be subject to the provisions of this Agreement as they concern, the Licensed IP to which such improvements or modifications are made.
ARTICLE IV
PROSECUTION, MAINTENANCE AND ENFORCEMENT
Section 4.01    Responsibility. Subject to Section 4.02, Licensor shall be solely responsible for filing, prosecuting, and maintaining all Patents within the Licensor IP, in Licensor’s sole discretion. Licensor shall be responsible for any costs associated with filing, prosecuting, and maintaining such Patents.
Section 4.02    Defense and Enforcement. Licensor shall have the sole right, but not the obligation, to elect to bring an Action or enter into settlement agreements regarding the Licensor IP, at Licensor’s sole cost and expense.
Section 4.03    No Additional Obligations. This Agreement shall not obligate either Party to disclose or deliver to the other Party, or maintain, register, prosecute, pay for, enforce, or otherwise manage any Intellectual Property except as expressly set forth herein.

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ARTICLE V
DISCLAIMERS; LIMITATIONS ON LIABILITY AND REMEDIES
Section 5.01    Disclaimer of Warranties. Except as expressly set forth herein, the Parties acknowledge and agree that (a) the Licensor IP is provided as-is, (b) the Licensee assumes all risks and Liability arising from or relating to its use of and reliance upon the Licensor IP and (c) each Party makes no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE LICENSOR IP, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, MISAPPROPRIATION, COMMERCIAL UTILITY, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Section 5.02    Compliance with Laws and Regulations. Each Party hereto shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED OBLIGATION OR WARRANTY WITH RESPECT TO THE LICENSOR IP THAT COULD BE CONSTRUED TO REQUIRE LICENSOR TO PROVIDE LICENSOR IP HEREUNDER IN SUCH A MANNER TO ALLOW LICENSEE TO ITSELF COMPLY WITH ANY LAW APPLICABLE TO THE ACTIONS OR FUNCTIONS OF SUCH LICENSEE (OR ITS AFFILIATES).
ARTICLE VI
LIABILITY AND INDEMNIFICATION
Section 6.01    Procedures. The provisions of Article V of the Separation Agreement shall govern any and all Liabilities or indemnification (including any Indemnifiable Losses) under or in connection with this Agreement, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under or in connection with this Agreement.
ARTICLE VII
CONFIDENTIALITY
Section 7.01    Disclosure and Use Restrictions.
(a)    Notwithstanding any termination of this Agreement, each of Danaher and Envista shall hold, and shall cause their Affiliates and its and their respective officers, employees, agents, consultants and advisors to hold, in strict confidence (and not to disclose or release or use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to the other Party or its Affiliates; provided that each Party may disclose, or may permit disclosure of, such Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information for auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if any Party or any of its respective Affiliates is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so, (iii) as required in connection with any legal or other proceeding by one Party against any other Party or in respect of claims by one Party against the other Party brought in a proceeding, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns, (v) as necessary for a Party

5

to enforce its rights or perform its obligations under this Agreement, (vi) to Governmental Entities in accordance with applicable procurement regulations and contract requirements or (vii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a Third Party pursuant to clause (ii), (iii), (v) or (vi) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law) the Party to whom the Confidential Information relates of the existence of such request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information.
(b)    Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of Third Parties that was received under confidentiality or non-disclosure agreements with such Third Party while such Party and/or members of its Group were part of the Danaher Group. Each Party shall comply, and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such third-party agreements entered into prior to the Effective Date, with respect to any confidential and proprietary Information of Third Parties to which it or any other member of its Group has had access.
(c)    Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to the Confidential Information of the other Party if they exercise at least the same degree of care that applies to Danaher’s confidential and proprietary information pursuant to policies in effect as of the Effective Date and (ii) confidentiality obligations provided for in any Contract between each Party or its Affiliates and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by the other Party as of the Effective Date may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the Envista Business (in the case of the Envista Group) or the Danaher Retained Business (in the case of the Danaher Group); provided that such Confidential Information may only be used by such Party and its officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used as of the date of this Agreement; and may only be shared with additional officers, employees, agents, consultants and advisors of such Party on a need-to-know basis exclusively with regard to such specified use; provided, further that such Confidential Information may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of this Section 7.01(c).
(d)    The Parties agree that irreparable damage may occur in the event that the provisions of this Section 7.01 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or injunctions to enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.
Section 7.02    Survival. The confidentiality and nondisclosure obligations of this Article VII shall survive any termination of this Agreement.

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ARTICLE VIII
TERM
Section 8.01    Term. The term of this Agreement shall commence as of the Effective Date and shall continue in perpetuity, provided that, (a) the license granted to Envista in Section 2.01 with respect to the Danaher Licensed Patents expires upon expiration of the last-to-expire of the Valid Claims included in the Danaher Licensed Patents, and (b) the license granted to Danaher in Section 2.02 with respect to the Envista Licensed Patents expires upon expiration of the last-to-expire of the Valid Claims included in the Envista Licensed Patents. Except as otherwise expressly set forth in Section 8.02, this Agreement may not be terminated unless agreed to in writing by the Parties.
Section 8.02    Effect of Expiration and Termination; Accrued Rights; Survival.
(a)    Accrued Rights. Upon the earlier of expiration or termination of this Agreement, in part or in its entirety, all licenses and rights granted to Licensee with respect to the Intellectual Property to which such expiration or termination relates shall immediately cease. Expiration and termination of this Agreement, in part or in its entirety, shall be without prejudice to any rights which shall have accrued to the benefit of either Party prior to such expiration and termination (as applicable).
(b)    Termination of Sublicenses. Any sublicenses that have been granted by a Licensee to a sublicensee with respect to the Intellectual Property subject to expiration or termination of this Agreement, in part or in its entirety, shall automatically terminate upon such expiration or termination.
(c)    Return/Destruction of Materials. Upon termination of this Agreement, Licensee shall, and shall ensure that its sublicensees, within fifteen (15) Business Days of any request by Licensor, return to Licensor, or at Licensor’s election destroy, all of such Licensor’s Know-How licensed hereunder that is in their possession or control as of the date of termination.
(d)    Surviving Obligations. Expiration and termination of this Agreement, in part or in its entirety, shall not terminate Licensee’s obligation to pay the Pass-Through Royalties and all other amounts for which Licensee is obligated to reimburse Licensor hereunder that have accrued prior to the effective date of such expiration or termination (as applicable). The following provisions of this Agreement, together with all other provisions of this Agreement that expressly specify that they survive, shall survive expiration and termination of this Agreement, in part or in its entirety: Section 2.04, Section 5.01, this Section 8.02, and Articles III, VI, VII and IX.
ARTICLE IX
MISCELLANEOUS
Section 9.01    Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall govern.
Section 9.02    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.
Section 9.03    Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the

7

respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.03):
If to Danaher:
Danaher Corporation,
2200 Pennsylvania Ave., NW - Suite 800W
Washington, DC 20037-1701
Attn: General Counsel
To Envista:
Envista Holdings Corporation
200 S. Kraemer Blvd., Building E
Brea, California 92821
Attn: General Counsel

Section 9.04    Waivers. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group). No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Section 9.05    Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable, in whole or in part, to a bona fide Third Party in connection with a merger, reorganization, consolidation or the sale of assets of a Party or its Affiliates hereto related to this Agreement so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party hereto.
Section 9.06    Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.
Section 9.07    Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Date, to the extent such Subsidiary remains a Subsidiary of the applicable Party.
Section 9.08    Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon Third Parties any remedy, claim, Liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.
Section 9.09    Titles and Headings. Titles and headings to Articles and Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
Section 9.10    Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.
Section 9.11    Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

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Section 9.12    Dispute Resolution. The provisions of Article VIII of the Separation Agreement shall govern any Dispute under or in connection with this Agreement.
Section 9.13    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 9.14    Interpretation.
(a)    The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.
(b)    When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
[Signature page follows]





9

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.
DANAHER CORPORATION
 
 
By:
/s/ James F. O'Reilly
Name:
James F. O'Reilly
Title:
Vice President, Associate General
 
Counsel and Secretary
 
 
ENVISTA HOLDINGS CORPORATION
 
 
By:
/s/ Howard H. Yu
Name:
Howard H. Yu
Title:
Senior Vice President and Chief
 
Financial Officer


[Signature Page to Intellectual Property Matters Agreement]

Exhibit 10.6








DBS LICENSE AGREEMENT

by and between

DANAHER CORPORATION

and

ENVISTA HOLDINGS CORPORATION
Dated as of September 19, 2019

1



DBS LICENSE AGREEMENT
This DBS LICENSE AGREEMENT (this “Agreement”), dated as of September 19, 2019, is entered into by and between Danaher Corporation (“Danaher”), a Delaware corporation, and Envista Holdings Corporation (“Envista”), a Delaware corporation. “Party” or “Parties” means Danaher or Envista, individually or collectively, as the case may be.
WHEREAS, the Parties have entered into that certain Separation Agreement, dated as of September 19, 2019 (the “Separation Agreement”);
WHEREAS, Danaher owns or has the right to use the DBS (as defined below), which is used in the Envista Business and in the other businesses of Danaher as of the date hereof;
WHEREAS, the DBS includes (without limitation) certain trade secrets, know-how and other Intellectual Property of the Danaher Group; and
WHEREAS, Envista desires to obtain a license to use the DBS for its own business purposes on the terms set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01    Certain Defined Terms.
(a)Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement.
(b)The following capitalized terms used in this Agreement shall have the meanings set forth below:
“Change of Control” means, with respect to a Person, the occurrence, in a single transaction or a series of related transactions, of any one or more of the following events: (i) any third party immediately prior to such transaction becomes the beneficial owner, directly or indirectly, of securities of such Person representing more than fifty percent (50%) of the voting power of such Person; (ii) there is consummated a merger, consolidation, or similar transaction involving such Person and, immediately after the consummation of such merger, consolidation, or similar transaction, the stockholders of such Person immediately prior to the consummation of such merger, consolidation, or similar transaction do not beneficially own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the voting power of the surviving entity in such merger, consolidation, or similar transaction or more than fifty percent (50%) of the voting power of the parent of the surviving entity in such merger, consolidation, or similar transaction; or (iii) a sale of all or substantially all of such Person’s assets or business to a third party.
“Danaher Improvements” means any material modification, enhancement or improvement to the DBS made by Danaher or the Danaher Group within two (2) years following the Effective Date.
“DBS Confidential Information” means all Confidential Information and materials (i) with respect to Danaher, forming part of the DBS or Danaher Improvements, or (ii) with respect to Envista, forming part of Envista Improvements.
“DBS” means the Danaher Business System in existence as of the Effective Date, which is a set of proprietary tools, processes, methodologies, practices and related training materials developed by or for

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and owned by the Danaher Group that are designed to continuously improve business management and performance in the critical areas of quality, delivery, cost, growth and innovation.
“Effective Date” has the meaning set forth in the Separation Agreement.
“Envista Improvements” means any material modification, enhancement or improvement to the DBS made by Envista or the Envista Group within two (2) years following the Effective Date.
ARTICLE II
LICENSE GRANT
Section 2.01    License to Envista. Subject to the terms and conditions of this Agreement, Danaher hereby grants to Envista a worldwide, non-exclusive, non-transferable, perpetual license to use, modify, enhance and improve, the DBS and Danaher Improvements solely for the business purposes of the Envista Group with respect to the Envista Business. The foregoing license shall be sublicenseable solely (i) to other members of the Envista Group (for clarity, for only so long as such Persons remain an Affiliate of Envista), and (ii) to third parties to the extent reasonably necessary to support the business of the Envista Group and subject to appropriate confidentiality and non-use obligations.
Section 2.02    License to Danaher. Envista hereby grants to Danaher a worldwide, non-exclusive, non-transferable, perpetual license to use, modify, enhance and improve Envista Improvements. The foregoing license shall be sublicenseable solely (i) to other members of the Danaher Group, (ii) to third parties to the extent reasonably necessary to support the business of the Danaher Group and subject to appropriate confidentiality and non-use obligations, and (iii) to members of the Danaher Group in connection with the business or assets of such member, that, on or after the Effective Date are sold, spun-off, split-off, merged or otherwise transferred to a third party.
Section 2.03    Provision of Improvements and Services.
(a)Upon reasonable, written request of a Party, the other Party shall use commercially reasonable efforts to provide the requesting Party with any Danaher Improvement or Envista Improvement, as applicable. In no event may either Party make such a request more frequently than once per quarter. Neither Party shall be obligated to provide any information to the other Party to the extent such information would have a reasonable likelihood of disclosing such Party’s or its Affiliates’ material and sensitive non-public business, product or project plans.
(b)During the two (2)-year period following the Effective Date, upon reasonable, written request of a Party, the other Party shall provide the requesting Party with limited DBS-related services, which may include technical assistance and training, joint training sessions, collaboration sessions and other related services, in each case to allow both Parties to develop fully functional, self-sufficient DBS teams.
ARTICLE III
INTELLECTUAL PROPERTY RIGHTS
Section 3.01    Danaher Ownership. The Parties acknowledge and agree that, as between the Parties, Danaher is the owner of all right, title and interest in the Intellectual Property rights in the DBS and Danaher Improvements. Danaher shall retain the entire right, title and interest in and to the DBS and any improvements, enhancements and modifications thereof made by Danaher or its Affiliates (including, for clarity, any Danaher Improvements), and all Intellectual Property rights therein. For the avoidance of doubt, Danaher shall have the sole right to defend and enforce any and all Intellectual Property rights covering the DBS and any Danaher Improvements.
Section 3.02    Envista Ownership. Envista shall retain the entire right, title and interest in and to any Envista Improvements, and all Intellectual Property rights therein. For the avoidance of doubt,

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Envista shall have the sole right to defend and enforce any and all Intellectual Property rights covering any Envista Improvements.
ARTICLE IV
DBS CONFIDENTIAL INFORMATION
Section 4.01    Treatment of DBS Confidential Information. Each Party shall (and shall cause each member of its respective Group to) maintain the DBS Confidential Information of the other Party in confidence, and shall not (and shall cause each member of the its respective Group not to) disclose, divulge or otherwise communicate such DBS Confidential Information to any person who is not employed by or a director of a member of its Group, or use it for any purpose, except pursuant to, and in order to carry out, the terms and objectives of this Agreement (including the granting of sublicenses in accordance with Article II, subject to confidentiality obligations at least as strict as those set forth herein), and hereby agrees to exercise (and cause each member of its respective Group to exercise) every reasonable precaution to prevent and restrain the unauthorized disclosure of such DBS Confidential Information by any directors, officers or employees of its respective Group. In addition, each Party shall (and shall cause each member of its respective Group to) treat the DBS Confidential Information of the other Party that is not in the public domain as trade secrets, and without limiting the foregoing shall take all actions required by applicable Law to preserve such DBS Confidential Information of the other Party as trade secrets.
ARTICLE V
COMPENSATION
Section 5.01    Compensation. The Parties agree that in light of the substantial contributions of the Envista Group to the development of the DBS, no further consideration is payable by Envista for the DBS license set forth in Section 2.01. The Parties further agree that (a) the consideration for the license to Envista of the Danaher Improvements is the license to Danaher of the Envista Improvements, (b) the consideration for the license to Danaher of the Envista Improvements is the license to Envista of the Danaher Improvements, and (c) the consideration for the DBS-related services provided by one Party pursuant to Section 2.03(b) is the provision of the DBS-related services by the other Party pursuant to Section 2.03(b).
ARTICLE VI
TERMINATION
Section 6.01    Term. This Agreement shall remain in effect from the Effective Date until terminated in accordance with the provisions of this Article VI.
Section 6.02    Termination for Breach. Danaher shall be entitled to terminate this Agreement immediately by providing written notice to Envista upon material breach of this Agreement by Envista or any member of the Envista Group and failure to cure such breach within ten (10) days of written notice thereof. Upon termination of this Agreement, Envista and each member of the Envista Group shall cease any and all use of the DBS (including any Danaher Improvements).
Section 6.03    Termination Upon Change of Control. Upon any Change of Control of Envista or any member of the Envista Group, Danaher’s obligations under Section 2.03 shall automatically terminate.
Section 6.04    Use of the Danaher Business System Name. Within six (6) months following the Effective Date, Envista and each member of the Envista Group shall cease using the name “Danaher Business System” or “DBS” or any term similar thereto to describe the rights licensed hereunder or for any other purpose.

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Section 6.05    Survival of Obligations; Return of Confidential Information. Notwithstanding any termination of this Agreement, the obligations of the Parties under Articles III, IV, VII and VIII as well as Sections 6.04 and this 6.05, shall survive and continue to be enforceable. Upon any termination of this Agreement, Envista shall promptly (and in any event within thirty (30) days) return to Danaher or destroy (at Danaher’s option) all written DBS Confidential Information of Danaher, and all copies thereof then in Envista’s possession.
ARTICLE VII
WARRANTIES AND COMPLIANCE
Section 7.01    Disclaimer of Warranties. Except as expressly set forth herein, the Parties acknowledge and agree that (a) the DBS, Danaher Improvements and Envista Improvements, as applicable, are provided as-is, (b) each Party assumes all risks and Liability arising from or relating to its use of and reliance upon the DBS, Danaher Improvements and Envista Improvements, as applicable, and (c) each Party makes no representation or warranty with respect thereto. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE DBS, DANAHER IMPROVEMENTS AND ENVISTA IMPROVEMENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, MISAPPROPRIATION, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Section 7.02    Compliance with Laws and Regulations. Each Party hereto shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED OBLIGATION OR WARRANTY WITH RESPECT TO ANY INTELLECTUAL PROPERTY, TECHNOLOGY OR SERVICES THAT COULD BE CONSTRUED TO REQUIRE SUCH PARTY TO DELIVER ANY INTELLECTUAL PROPERTY, TECHNOLOGY OR SERVICES HEREUNDER IN SUCH A MANNER TO ALLOW THE RECEIVING PARTY THEREOF TO ITSELF COMPLY WITH ANY LAW APPLICABLE TO THE ACTIONS OR FUNCTIONS OF SUCH RECEIVING PARTY (OR ITS AFFILIATES).
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01    Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event of any conflict between this Agreement and the Tax Matters Agreement, the terms and conditions of the Tax Matters Agreement shall govern.
Section 8.02    Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.
Section 8.03    Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.03:

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If to Danaher:
Danaher Corporation,
2200 Pennsylvania Ave., NW - Suite 800W
Washington, DC 20037-1701
Attn: General Counsel
To Envista:
Envista Holdings Corporation
200 S. Kraemer Blvd., Building E
Brea, California 92821
Attn: General Counsel

Section 8.04    Waivers. Any consent required or permitted to be given by any Party to the other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group). No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Section 8.05    Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, and subject to Section 6.03, this Agreement shall be assignable to a bona fide third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a Party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party; provided, however, that in the case of each of the preceding clauses (i) and (ii), no assignment permitted by this Section 8.05 shall release the assigning Party from Liability for the full performance of its obligations under this Agreement.
Section 8.06    Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.
Section 8.07    Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Date, to the extent such Subsidiary remains a Subsidiary of the applicable Party.
Section 8.08    Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, Liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.
Section 8.09    Titles and Headings. Titles and headings to Articles and Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
Section 8.10    Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

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Section 8.11    Governing Law. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.
Section 8.12    Dispute Resolution. The provisions of Article VIII of the Separation Agreement shall govern any Dispute under or in connection with this Agreement.
Section 8.13    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
Section 8.14    Interpretation.
(a)The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.
(b)When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
[Signature page follows]




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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.
DANAHER CORPORATION
 
 
By:
/s/ James F. O'Reilly
Name:
James F. O'Reilly
Title:
Vice President, Associate General
 
Counsel and Secretary
 
 
ENVISTA HOLDINGS CORPORATION
 
 
By:
/s/ Howard H. Yu
Name:
Howard H. Yu
Title:
Senior Vice President and Chief
 
Financial Officer


[Signature Page to DBS License Agreement]

Exhibit 10.7

REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT, dated as of September 19, 2019 (this “Agreement”), is by and between Envista Holdings Corporation, a Delaware corporation (“Envista”), and Danaher Corporation, a Delaware corporation (“Danaher”).
WHEREAS, Danaher currently owns all of the issued and outstanding shares of common stock, par value $0.01 per share, of Envista (“Envista Common Stock”);
WHEREAS, Danaher intends for an offer and sale to the public of shares of Envista Common Stock (the “IPO”) to take place pursuant to a registration statement on Form S-1 (the “IPO Registration Statement”);
WHEREAS, after the IPO, Danaher may transfer shares of Envista Common Stock to holders of shares of Danaher’s common stock by means of one or more distributions by Danaher to holders of shares of Danaher’s common stock of shares of Envista Common Stock, one or more offers to holders of Danaher’s common stock to exchange their shares of Danaher common stock for shares of Envista Common Stock, or any combination thereof (the “Distribution”);
WHEREAS, from time to time, Danaher may sell or offer to sell some or all of the outstanding shares of Envista Common Stock then owned directly or indirectly by Danaher, in one or more transactions Registered under the Securities Act (as defined below); and
WHEREAS, Envista desires to grant to Danaher the Registration Rights (as defined below) for the Registrable Securities (as defined below), subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, 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
1.1Defined Terms. As used in this Agreement, the following terms shall have the following meanings:
“Action” means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.
“Affiliate” shall mean, when used with respect to a specified Person, another Person that controls, is controlled by, or is under common control with the Person specified; provided, however, that, for purposes of this Agreement, Envista and its Subsidiaries shall not be considered to be “Affiliates” of Danaher and its Subsidiaries (other than Envista and its Subsidiaries), and Danaher and its Subsidiaries (other than Envista and its Subsidiaries) shall not be considered to be “Affiliates” of Envista or its Subsidiaries. As used herein, “control” means 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.
“Agreement” has the meaning set forth in the preamble to this Agreement.
“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which banking institutions doing business in New York, New York are authorized or obligated by law or required by executive order to be closed.
“Convertible or Exchange Registration” has the meaning set forth in Section 2.7.

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“Demand Registration” has the meaning set forth in Section 2.1(a).
“Distribution” has the meaning set forth in the recitals to this Agreement.
“Envista” has the meaning set forth in the preamble to this Agreement and shall include its successors, by merger, acquisition, reorganization or otherwise.
“Envista Common Stock” has the meaning set forth in the recitals to this Agreement.
“Envista Notice” has the meaning set forth in Section 2.1(a).
“Envista Public Sale” has the meaning set forth in Section 2.2(a).
“Envista Takedown Notice” has the meaning set forth in Section 2.1(g).
“Danaher” has the meaning set forth in the preamble to this Agreement and shall include its successors, by merger, acquisition, reorganization or otherwise.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.
“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.
“Holder” shall mean Danaher or any of its Subsidiaries, so long as such Person holds any Registrable Securities, and any Person owning Registrable Securities who is a permitted transferee of rights under Section 3.3.
“Initiating Holder” has the meaning set forth in Section 2.1(a).
“IPO” has the meaning set forth in the recitals to this Agreement.
“IPO Registration Statement” has the meaning set forth in the recitals to this Agreement.
“Loss” or “Losses” has the meaning set forth in Section 2.9(a).
“Person” means any individual, firm, limited liability company or partnership, joint venture, corporation, joint stock company, trust or unincorporated organization, incorporated or unincorporated association, government (or any department, agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.
“Piggyback Registration” has the meaning set forth in Section 2.2(a).
“Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus.
“Registrable Securities” means any Shares and any securities issued or issuable directly or indirectly with respect to, in exchange for, upon the conversion of or in replacement of the Shares, whether by way of a dividend or distribution or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization. The term “Registrable Securities” excludes any security (i) the sale of which has been effectively Registered under the Securities Act and which has been disposed of in accordance with a Registration Statement, (ii) that has been sold or disposed of pursuant to Rule 144 (or any successor provision) under the Securities Act, (iii) that may be sold pursuant to Rule 144 (or any successor provision) under the Securities Act without being subject to

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the volume limitations in subsection (e) of such rule or (iv) that has been sold by a Holder in a transaction in which such Holder’s rights under this Agreement are not, or cannot be, assigned.
“Registration” means a registration with the SEC of the offer and sale to the public of any Envista Common Stock under a Registration Statement. The terms “Register,” “Registered” and “Registering” shall have a correlative meaning.
“Registration Expenses” shall mean all expenses incident to Envista’s performance of or compliance with this Agreement, including all (i) registration, qualification and filing fees; (ii) expenses incurred in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, any Prospectus and any issuer free writing prospectus and the distribution thereof; (iii) the fees and expenses of Envista’s counsel and independent accountants; (iv) the reasonable fees and expenses of not more than one firm of attorneys acting as legal counsel for all of the Holders in the relevant Registration and sale; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel); (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of an offering by, Financial Industry Regulatory Authority, Inc.; (viii) expenses incurred in connection with any “road show” presentation to potential investors; (ix) printing expenses, messenger, telephone and delivery expenses; (x) internal expenses of Envista (including all salaries and expenses of employees of Envista performing legal or accounting duties); and (xi) fees and expenses of listing any Registrable Securities on any securities exchange on which shares of Envista Common Stock are then listed; but excluding any internal expenses of the Holder, any underwriting discounts or commissions attributable to the sale of any Registrable Securities and any stock transfer taxes.
“Registration Period” has the meaning set forth in Section 2.1(c).
“Registration Rights” shall mean the rights of the Holders to cause Envista to Register Registrable Securities pursuant to this Agreement.
“Registration Statement” means any registration statement of Envista filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.
“Registration Suspension” has the meaning set forth in Section 2.1(d).
“SEC” has the meaning set forth in the recitals to this Agreement.
“Securities Act” means the U.S. Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.
“Shares” means all shares of Envista Common Stock that are beneficially owned by Danaher or any permitted transferee from time to time, whether or not held immediately following the IPO.
“Shelf Registration” means a Registration Statement of Envista for an offering to be made on a delayed or continuous basis of Envista Common Stock pursuant to Rule 415 under the Securities Act (or similar provisions then in effect).
“Subsidiary” shall mean, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (i) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (A) the total combined voting power of all classes of voting securities of such Person, (B) the total combined equity interests or (C) the capital or profit interests, in the case of a partnership, or (ii) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

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“Takedown Notice” has the meaning set forth in Section 2.1(g).
“Underwritten Offering” means a Registration in which securities of Envista are sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.
1.2    General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereof,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole (including the exhibits hereto), and references herein to Articles and Sections refer to Articles and Sections of this Agreement. Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be performed or given timely if performed or given on the next succeeding Business Day. References to a Person are also to its permitted successors and assigns. The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
ARTICLE II
REGISTRATION RIGHTS
2.1    Registration.
(a)Request. Any Holder(s) of Registrable Securities (collectively, the “Initiating Holder”) shall have the right to request that Envista file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by such Holder once such Registrable Securities are no longer subject to the underwriter lock-up applicable to the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities) by delivering a written request to Envista specifying the number of shares of Registrable Securities such Holder wishes to Register (a “Demand Registration”). Envista shall (i) within five (5) days of the receipt of such request, give written notice of such Demand Registration to all Holders of Registrable Securities (the “Envista Notice”), (ii) use its reasonable best efforts to file a Registration Statement in respect of such Demand Registration within thirty (30) days of receipt of the request, and (iii) use its reasonable best efforts to cause such Registration Statement to become effective as expeditiously as possible. Envista shall include in such Registration all Registrable Securities that the Holders request to be included within the ten (10) days following their receipt of the Envista Notice.
(b)Limitations of Demand Registrations. There shall be no limitation on the number of Demand Registrations pursuant to Section 2.1(a); provided, however, that the Holders may not require Envista to effect a Demand Registration (i) in violation of the underwriting agreement entered into in connection with the IPO or (ii) within sixty (60) days after the effective date of a previous registration by Envista, other than a Shelf Registration, effected pursuant to this Section 2.1 (it being understood that the IPO Registration Statement shall not be treated as a Demand Registration). In the event that any Person shall have received rights to Demand Registrations pursuant to Section 2.7 or Section 3.3, and such Person shall have made a Demand Registration request, such request shall be treated as having been made by the Holder(s). The Registrable Securities requested to be Registered pursuant to Section 2.1(a) must represent (i) an aggregate offering price of Registrable Securities that is reasonably expected to equal at least $10,000,000 (or its equivalent if the Registrable Securities are to be offered in an exchange offer) or (ii) all of the remaining Registrable Securities owned by the requesting Holder and its Affiliates.
(c)Effective Registration. Envista shall be deemed to have effected a Registration for purposes of Section 2.1(b) if the Registration Statement is declared effective by the SEC or becomes

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effective upon filing with the SEC, and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been sold and (ii) ninety (90) days from the effective date of the Registration Statement (the “Registration Period”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied by reason of Envista. If, during the Registration Period, such Registration is interfered with by any Registration Suspension, stop order, injunction or other order or requirement of the SEC or other Governmental Agency, the Registration Period shall be extended on a day-for-day basis for any period the Holder is unable to complete an offering as a result of such Registration Suspension, stop order, injunction or other order or requirement of the SEC or other Governmental Agency.
(d)Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement would, as reasonably determined in good faith by Envista, require the disclosure of material non-public information that Envista has a bona fide business purpose to keep confidential and the disclosure of which would have a material adverse effect on any active proposal by Envista or any of its Subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, other business combination, reorganization or other similar material transaction, Envista may, upon giving prompt written notice of such action to the Holders, postpone the filing or effectiveness of such Registration (a “Registration Suspension”) for a period not to exceed thirty (30) days; provided, however, that Envista may exercise a Registration Suspension no more than two (2) times in any twelve (12)-month period. Notwithstanding the foregoing, no such delay shall exceed such number of days that Envista determines in good faith to be reasonably necessary. Envista shall (i) immediately notify the Holders upon the termination of any Registration Suspension, (ii) amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission therein and (iii) furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request.
(e)Underwritten Offering. If the Initiating Holder so indicates at the time of its request pursuant to Section 2.1(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering and Envista shall include such information in the Envista Notice. In the event that the Initiating Holder intends to distribute the Registrable Securities by means of an Underwritten Offering, the right of any Holder to include Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting.
(f)Priority of Securities in an Underwritten Offering. If the managing underwriter or underwriters of a proposed Underwritten Offering, including an Underwritten Offering from a Shelf Registration, pursuant to this Section 2.1 informs the Holders with Registrable Securities in the proposed Underwritten Offering in writing that, in its or their opinion, the number of securities requested to be included in such Underwritten Offering exceeds the number that can be sold in such Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in such Underwritten Offering shall be: (i) first, Registrable Securities requested by Danaher to be included in such Underwritten Offering; (ii) second, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered; and (iii) third, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be sold for the account of Envista) on a pro rata basis calculated based on the number of shares requested to be registered.
(g)Shelf Registration. At any time after the date hereof when Envista is eligible to Register the applicable Registrable Securities on Form S-3 (or a successor form) and the Holder may request Demand Registrations, the requesting Holders may request Envista to effect a Demand Registration as a Shelf Registration. There shall be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration. Any Holder of Registrable Securities included on a Shelf

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Registration shall have the right to request that Envista cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to Envista specifying the number of shares of Registrable Securities such Holder wishes to include in the shelf takedown (“Takedown Notice”). Envista shall (i) within five (5) days of the receipt of a Takedown Notice for an Underwritten Offering, give written notice of such Takedown Notice to all Holders of Registrable Securities included on such Shelf Registration (“Envista Takedown Notice”), and (ii) take all actions reasonably requested by such Holder, including the filing of a Prospectus supplement and the other actions described in Section 2.4, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as possible. If the takedown is an Underwritten Offering, Envista shall include in such Underwritten Offering all Registrable Securities that that the Holders request to be included within the two (2) days following their receipt of the Envista Takedown Notice. If the takedown is an Underwritten Offering, the Registrable Securities requested to be included in a shelf takedown must represent (i) an aggregate offering price of Registrable Securities that is reasonably expected to equal at least $10,000,000 or (ii) all of the remaining Registrable Securities owned by the requesting Holder and its Affiliates. Notwithstanding anything else to the contrary in this Agreement, the requirement to deliver a Takedown Notice and the piggyback rights described in this Section 2.1(g) shall not apply to an Underwritten Offering that constitutes a block trade.
(h)SEC Form. Except as set forth in the next sentence, Envista shall use its reasonable best efforts to cause Demand Registrations to be Registered on Form S-3 (or any successor form), and if Envista is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be Registered on Form S-1 (or any successor form) or Form S-4 (in the case of an exchange offer). If a Demand Registration is a Convertible or Exchange Registration, Envista shall effect such Registration on the appropriate Form under the Securities Act for such Registrations. Envista shall use its reasonable best efforts to become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use its reasonable best efforts to remain so eligible. All Demand Registrations shall comply with applicable requirements of the Securities Act and, together with each Prospectus included, filed or otherwise furnished by Envista in connection therewith, shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
2.2    Piggyback Registrations.
(a)Participation. If Envista proposes to file a Registration Statement under the Securities Act with respect to any offering of Envista Common Stock for its own account and/or for the account of any other Persons (other than a Registration (i) under Section 2.1 hereof, (ii) pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only Envista Common Stock being Registered is Envista Common Stock issuable upon conversion of debt securities that are also being Registered) (an “Envista Public Sale”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), Envista shall give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), Envista shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, Envista shall determine for any reason not to Register or to delay Registration of such securities, Envista may, at its election, give written notice of such determination to each such Holder and, thereupon, (i) in the case of a determination

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not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (ii) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of Envista Common Stock. No Registration effected under this Section 2.2 shall relieve Envista of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and Envista shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and Envista shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. Envista’s filing of a Shelf Registration shall not be deemed to be an Envista Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Envista Common Stock for its own account and/or for the account of any other Persons will be an Envista Public Sale unless such offering qualifies for an exemption from the Envista Public Sale definition in this Section 2.2(a); provided, further that if Envista files a Shelf Registration for its own account and/or for the account of any other Persons, Envista agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.
(b)Right to Withdraw. Each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in any Underwritten Offering pursuant to this Section 2.2 at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to Envista of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.
(c)Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs Envista and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be sold without such adverse effect and the securities to be included in the Underwritten Offering shall be (i) first, all securities of Envista or any other Persons for whom Envista is effecting the Underwritten Offering, as the case may be, proposes to sell; (ii) second, Registrable Securities requested by Danaher to be included in such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered; and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be sold for the account of Envista) on a pro rata basis calculated based on the number of shares requested to be registered.
2.3    Selection of Underwriter(s), Etc. In any Underwritten Offering pursuant to Section 2.1 or Section 2.2 that is not an Envista Public Sale, Danaher, in the event Danaher is participating, or the Holders of a majority of the outstanding Registrable Securities being included in the Underwritten Offering, in the event Danaher is not participating, shall select the underwriter(s), financial printer, solicitation and/or exchange agent (if any) and Holder’s counsel for such Underwritten Offering. In any Envista Public Sale, Envista shall select the underwriter(s), financial printer, solicitation and/or exchange agent (if any) and Danaher, in the event Danaher is participating, or the Holders of a majority of the

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outstanding Registrable Securities being included in the Envista Public Sale, in the event Danaher is not participating, shall select counsel to the Holder(s).
2.4    Registration Procedures.
(a)    In connection with the Registration and/or sale of Registrable Securities pursuant to this Agreement, through an Underwritten Offering or otherwise, Envista shall use reasonable best efforts to effect or cause the Registration and the sale of such Registrable Securities in accordance with the intended methods of disposition thereof and:
(i)prepare and file the required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing with the SEC a Registration Statement or Prospectus, or any amendments or supplements thereto, (A) furnish to the underwriters, if any, and to the Holders, copies of all documents prepared to be filed, which documents will be subject to the review of such underwriters and such Holders and their respective counsel, and (B) not file with the SEC any Registration Statement or Prospectus or amendments or supplements thereto to which Holders or the underwriters, if any, shall reasonably object;
(ii)except in the case of a Shelf Registration or Convertible or Exchange Registration, prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares Registered thereon until the earlier of (A) such time as all of such Shares have been disposed of in accordance with the intended methods of disposition set forth in such Registration Statement or (B) the expiration of nine (9) months after such Registration Statement becomes effective, plus the number of days of any Registration Suspension;
(iii)in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending thirty-six (36) months after the effective date of such Registration Statement;
(iv)in the case of a Convertible or Exchange Registration, prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares subject thereto until such time as the rules, regulations and requirements of the Securities Act and the terms of any applicable convertible securities no longer require such Shares to be Registered under the Securities Act;
(v)notify the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by Envista (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, when the applicable Prospectus or any amendment or supplement to such Prospectus has been filed, (B) of any written comments by the SEC or any request by the SEC or any other Governmental Authority for amendments or supplements to such Registration Statement or such Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of Envista in any applicable underwriting agreement cease to be true and correct in all material respects, and (E) of the receipt by Envista of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

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(vi)subject to Section 2.1(d), promptly notify each selling Holder and the managing underwriter or underwriters, if any, when Envista becomes aware of the occurrence of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus and any preliminary Prospectus, in light of the circumstances under which they were made) not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without charge to the selling Holder and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus which will correct such statement or omission or effect such compliance;
(vii)use its reasonable best efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any preliminary or final Prospectus;
(viii)promptly incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and the Holders may reasonably request in order to permit the intended method of distribution of the Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;
(ix)furnish to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(x)deliver to each selling Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Holder or underwriter may reasonably request (it being understood that Envista consents to the use of such Prospectus or any amendment or supplement thereto by each selling Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto) and such other documents as such selling Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder or underwriter;
(xi)on or prior to the date on which the applicable Registration Statement is declared effective or becomes effective, use its reasonable best efforts to register or qualify, and cooperate with each selling Holder, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction of the United States as any selling Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and so as to permit the continuance of sales and dealings in such jurisdictions of the United States for so long as may be necessary to complete the distribution of the Registrable Securities covered by the Registration Statement; provided that Envista will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;
(xii)in connection with any sale of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with each selling Holder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of

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certificates representing Registrable Securities to be sold and not bearing any restrictive Securities Act legends; and to register such Registrable Securities in such denominations and such names as such selling Holder or the underwriter(s), if any, may request at least two (2) Business Days prior to such sale of Registrable Securities; provided that Envista may satisfy its obligations hereunder without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System;
(xiii)cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and each securities exchange, if any, on which any of Envista’s securities are then listed or quoted and on each inter-dealer quotation system on which any of Envista’s securities are then quoted, and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of each such exchange, and use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;
(xiv)not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company; provided that Envista may satisfy its obligations hereunder without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System;
(xv)obtain for delivery to and addressed to each selling Holder and to the underwriter or underwriters, if any, opinions from outside counsel and the general counsel for Envista, in each case dated the effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the closing under the underwriting agreement, and in each such case in customary form and content for the type of Underwritten Offering;
(xvi)in the case of an Underwritten Offering, obtain for delivery to and addressed to Envista and the underwriter or underwriters and, to the extent requested, each selling Holder, a comfort letter from Envista’s or other applicable independent certified public accountants in customary form and content for the type of Underwritten Offering, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;
(xvii)use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon as reasonably practicable, but no later than ninety (90) days after the end of the twelve (12)-month period beginning with the first day of Envista’s first quarter commencing after the effective date of the applicable Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder and covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the Registration Statement;
(xviii)provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;
(xix)cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of Envista’s securities are then listed or quoted and on each inter-dealer quotation system on which any of Envista’s securities are then quoted;
(xx)provide (A) each Holder participating in the Registration, (B) the underwriters (which term, for purposes of this Agreement, shall include a Person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act), if any, of the Registrable Securities to be Registered, (C) the sale or placement agent therefor, if any, (D) counsel for such underwriters or agent, and (E) any attorney, accountant or other agent or representative retained by such

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Holder or any such underwriter, as selected by such Holder, the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment or supplement thereto, and to require the insertion therein of material, furnished to Envista in writing, which in the reasonable judgment of such Holder(s) and their counsel should be included; and for a reasonable period prior to the filing of such Registration Statement, upon receipt of such confidentiality agreements as Envista may reasonably request, make available upon reasonable notice at reasonable times and for reasonable periods for inspection by the parties referred to in (A) through (E) above, all pertinent financial and other records, pertinent corporate documents and properties of Envista that are available to Envista, and cause all of Envista’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available at reasonable times and for reasonable periods to discuss the business of Envista and to supply all information available to Envista reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility, subject to the foregoing;
(xxi)to cause the executive officers of Envista to participate in customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and
(xxii)take all other customary steps reasonably necessary to effect the Registration, offering and sale of the Registrable Securities.
(b)    As a condition precedent to any Registration hereunder, Envista may require each Holder as to which any Registration is being effected to furnish to Envista such information regarding the distribution of such securities and such other information relating to such Holder, its ownership of Registrable Securities and other matters as Envista may from time to time reasonably request in writing. Each such Holder agrees to furnish such information to Envista and to cooperate with Envista as reasonably necessary to enable Envista to comply with the provisions of this Agreement.
(c)    Danaher agrees, and any other Holder agrees by acquisition of such Registrable Securities, that, upon receipt of any written notice from Envista of the occurrence of any event of the kind described in Section 2.4(a)(vi), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.4(a)(vi), or until such Holder is advised in writing by Envista that the use of the Prospectus may be resumed, and if so directed by Envista, such Holder will deliver to Envista (at Envista’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event Envista shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 2.4(a)(vi) or is advised in writing by Envista that the use of the Prospectus may be resumed.
2.5    Holdback Agreements. To the extent requested in writing by the managing underwriter or underwriters of any Underwritten Offering, Envista agrees not to, and shall exercise reasonable best efforts to obtain agreements (in the underwriters’ customary form) from its directors, executive officers and beneficial owners of five percent (5%) or more of Envista Common Stock not to, directly or indirectly offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any equity securities of Envista or enter into any hedging transaction relating to any equity securities of Envista during the ninety (90) days beginning on pricing date of such Underwritten Offering (except as part of such Underwritten Offering or any Distribution or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the managing underwriter or underwriters otherwise agree to a shorter period.

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2.6    Underwriting Agreement in Underwritten Offerings. If requested by the managing underwriters for any Underwritten Offering, Envista shall enter into an underwriting agreement with such underwriters for such offering; provided, however, that no Holder shall be required to make any representations or warranties to Envista or the underwriters (other than representations and warranties regarding such Holder and such Holder’s intended method of distribution) or to undertake any indemnification obligations to Envista or the underwriters with respect thereto, except as otherwise provided in Section 2.9 hereof.
2.7    Convertible or Exchange Registration. If any Holder of Registrable Securities offers any options, rights, warrants or other securities issued by it or any other Person that are offered with, convertible into or exercisable or exchangeable for any Registrable Securities, the Registrable Securities underlying such options, rights, warrants or other securities shall be eligible for Registration pursuant to Section 2.1 and Section 2.2 hereof (a “Convertible or Exchange Registration”).
2.8    Registration Expenses Paid By Envista. In the case of any Registration of Registrable Securities required pursuant to this Agreement (including any Registration that is delayed or withdrawn) or proposed Underwritten Offering pursuant to this Agreement, Envista shall pay all Registration Expenses regardless of whether the Registration Statement becomes effective or the Underwritten Offering is completed.
2.9    Indemnification.
(a)    Indemnification by Envista. Envista agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder, such Holder’s Affiliates and their respective officers, directors, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that Envista has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that Envista shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to Envista by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability Envista may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.
(b)    Indemnification by the Selling Holder. Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, Envista, its directors, officers, employees, advisors, and agents and each Person who controls Envista (within the meaning of the Securities Act and the Exchange Act) from and against any Losses arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus that Envista has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to

12

make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading to the extent, but, in each case (i) or (ii), only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such selling Holder to Envista specifically for inclusion in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. This indemnity shall be in addition to any liability the selling Holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Envista or any indemnified party.
(c)    Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent that it is materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed in writing to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (iii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (iv) in the reasonable judgment of any such Person, based upon advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent, but such consent may not be unreasonably withheld, conditioned or delayed. If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party, which consent may not be unreasonably withheld, conditioned or delayed. No indemnifying party shall consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time from all such indemnified party or parties unless (x) the employment of more than one counsel has been authorized in writing by the indemnified party or parties, (y) an indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict or potential conflict exists or may exist (based on advice of counsel to an indemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.
(d)    Contribution. If for any reason the indemnification provided for in Section 2.9(a) or Section 2.9(b) is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by Section 2.9(a) or Section 2.9(b), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged

13

untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. Notwithstanding anything in this Section 2.9(d) to the contrary, no indemnifying party (other than Envista) shall be required pursuant to this Section 2.9(d) to contribute any amount in excess of the amount by which the net proceeds received by such indemnifying party from the sale of Registrable Securities in the offering to which the Losses of the indemnified parties relate (before deducting expenses, if any) exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.9(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.9(d). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party hereunder shall be deemed to include, for purposes of this Section 2.9(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding. If indemnification is available under this Section 2.9, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.9(a) and Section 2.9(b) hereof without regard to the relative fault of said indemnifying parties or indemnified party.
2.10    Reporting Requirements; Rule 144. Envista shall be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If Envista is not required to file such reports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, Envista shall forthwith upon request furnish any Holder (i) a written statement by Envista as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of Envista, and (iii) such other reports and documents filed by Envista with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.
2.11    Other Registration Rights. Envista shall not grant to any Persons the right to request Envista to Register any equity securities of Envista, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback,” or other rights, unless such rights are subject and subordinate to the rights of the Holders under this Agreement.
ARTICLE III
MISCELLANEOUS
3.1    Term. This Agreement shall terminate upon such time as there are no Registrable Securities, except for the provisions of Section 2.8 and Section 2.9 and all of this Article III, which shall survive any such termination.
3.2    Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to

14

have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 3.2):
To Danaher:
Danaher Corporation
2200 Pennsylvania Ave., NW - Suite 800W
Washington, DC 20037-1701
Attn: General Counsel
To Envista:
Envista Holdings Corporation
200 S. Kraemer Blvd., Building E
Brea, California 92821
Attn: General Counsel

3.3    Successors, Assigns and Transferees. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the parties and their respective successors and permitted assigns. Envista may assign this Agreement at any time in connection with a sale or acquisition of Envista, whether by merger, consolidation, sale of all or substantially all of Envista’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of Envista’s rights and obligations under this Agreement. A Holder may assign its rights and obligations under this Agreement to any transferee that acquires at least five percent (5%) of the number of Registrable Securities beneficially owned by Danaher immediately following the completion of the IPO and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to Envista. Notwithstanding the foregoing, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertaking.
3.4    GOVERNING LAW; NO JURY TRIAL.
(a)    This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.
(b)    In the event of a controversy, dispute or Action arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to, this Agreement or the transactions contemplated hereby, including any Action based on contract, tort, statute or constitution (collectively, “Disputes”), the general counsels of the parties (or such other individuals designated by the respective general counsels) and/or the executive officers designated by the parties shall negotiate for a reasonable period of time to settle such Dispute; provided, that such reasonable period shall not, unless otherwise agreed by the parties in writing, exceed sixty (60) days (the “Negotiation Period”) from the time of receipt by a party of written notice of such Dispute (“Dispute Notice”) and settlement of such Dispute pursuant to this Section 3.4 shall be confidential, and no written or oral statements or offers made by the parties during such settlement negotiations shall be admissible for any purpose in any subsequent proceedings, including any arbitration proceeding pursuant to Section 3.4(c); provided further, that in the event of any arbitration in accordance with Section 3.4(c) hereof, the parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual

15

time period or deadline under this Agreement to which such Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Dispute has been resolved.
(c)    If the Dispute has not been resolved for any reason after the Negotiation Period, such Dispute shall be submitted to final and binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”), except as modified herein.
(i)    The arbitration shall be conducted by a three-member arbitral tribunal (the “Arbitral Tribunal”). The claimant shall nominate one arbitrator in accordance with the Rules, and the respondent shall nominate one arbitrator in accordance with the Rules within twenty-one days (21) after the appointment of the first arbitrator. The third arbitrator, who shall serve as chair of the Arbitral Tribunal, shall be jointly nominated by the two party-nominated arbitrators within twenty-one (21) days of the confirmation of the appointment of the second arbitrator. If any arbitrator is not appointed within the time limit provided herein, such arbitrator shall be appointed by the AAA in accordance with the listing, striking and ranking procedure in the Rules.
(ii)    The arbitration shall be held, and the award shall be rendered, in New York, New York, in the English language.
(iii)    For the avoidance of doubt, by submitting their dispute to arbitration under the Rules, the parties expressly agree that all issues of arbitrability, including all issues concerning the propriety and timeliness of the commencement of the arbitration (including any defense based on a statute of limitation, if applicable), the jurisdiction of the Arbitral Tribunal, and the procedural conditions for arbitration, shall be finally and solely determined by the Arbitral Tribunal.
(iv)    Without derogating from Section 3.4(c)(v) below, the Arbitral Tribunal shall have the full authority to grant any pre-arbitral injunction, pre-arbitral attachment, interim or conservatory measure or other order in aid of arbitration proceedings (“Interim Relief”). The parties shall exclusively submit any application for Interim Relief to only: (A) the Arbitral Tribunal; or (B) prior to the constitution of the Arbitral Tribunal, an Emergency Arbitrator appointed in the manner provided for in the Rules. Any Interim Relief so issued shall, to the extent permitted by applicable law, be deemed a final arbitration award for purposes of enforceability, and, moreover, shall also be deemed a term and condition of this Agreement subject to specific performance in Section 3.5 below. The foregoing procedures shall constitute the exclusive means of seeking Interim Relief, provided, however, that (i) the Arbitral Tribunal shall have the power to continue, review, vacate or modify any Interim Relief granted by an Emergency Arbitrator; (ii) in the event an Emergency Arbitrator or the Arbitral Tribunal issues an order granting, denying or otherwise addressing Interim Relief (a “Decision on Interim Relief”), any party may apply to enforce or require specific performance of such Decision on Interim Relief in any court of competent jurisdiction; and (iii) either party shall retain the right to apply for freezing orders to prevent the improper dissipation of transfer of assets to a court of competent jurisdiction.
(v)    The Arbitral Tribunal shall have the power to grant any remedy or relief that it deems just and equitable and that is in accordance with the terms of this Agreement, including specific performance and temporary or final injunctive relief, provided, however, that the Arbitral Tribunal shall have no authority or power to limit, expand, alter, amend, modify, revoke or suspend any condition or provision of this Agreement, nor any right or power to award punitive, exemplary or treble damages.
(vi)    The Arbitral Tribunal shall have the power to allocate the costs and fees of the arbitration, including reasonable attorneys’ fees and costs as well as those costs and fees addressed in the Rules, between the parties in the manner it deems fit.
(vii)    Arbitration under this Section 3.4 shall be the sole and exclusive remedy for any Dispute, and any award rendered thereby shall be final and binding upon the parties as from the

16

date rendered. Judgment on the award rendered by the Arbitral Tribunal may be entered in any court having jurisdiction thereof, including any court having jurisdiction over the relevant Party or its Assets.
3.5    Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the parties agree that the party or parties to this Agreement who are or are to be thereby aggrieved shall, subject and pursuant to the terms of this Section 3.5 (including for the avoidance of doubt, after compliance with all notice and negotiation provisions herein), have the right to specific performance and injunctive or other equitable relief of its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.
3.6    Headings. The article, section and paragraph headings contained in this Agreement are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
3.7    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
3.8    Amendment; Waiver.
(a)    This Agreement may not be amended or modified and waivers and consents to departures from the provisions hereof may not be given, except by an instrument or instruments in writing making specific reference to this Agreement and signed by Envista and the Holders of a majority of the Registrable Securities; provided that if Danaher or any of its Affiliates owns Registrable Securities, no amendment to or waiver of any provision in this Agreement will be effected without the written consent of Danaher if such amendment or waiver adversely affects the rights of Danaher or such Affiliates of Danaher.
(b)    No failure to exercise and no delay in exercising, on the part of any party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
3.9    Further Assurances. In addition to and without limiting the actions specifically provided for elsewhere in this Agreement and subject to the limitations expressly set forth in this Agreement each of the parties shall cooperate with each other and use (and shall cause its respective Subsidiaries and Affiliates to use) commercially reasonable efforts to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement.
3.10    Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.
[The remainder of page intentionally left blank. Signature page follows.]

17

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
DANAHER CORPORATION
 
 
By:
/s/ James F. O'Reilly
Name:
James F. O'Reilly
Title:
Vice President, Associate General
 
Counsel and Secretary
 
 
ENVISTA HOLDINGS CORPORATION
 
 
By:
/s/ Howard H. Yu
Name:
Howard H. Yu
Title:
Senior Vice President and Chief
 
Financial Officer


[Signature Page to Registration Rights Agreement]


EXHIBIT A
THIS INSTRUMENT forms part of the Registration Rights Agreement (the “Agreement”), dated as of September 19, 2019, by and among Envista Holdings Corporation, a Delaware corporation (“Envista”), and Danaher Corporation, a Delaware corporation (“Danaher”). The undersigned hereby acknowledges having received a copy of the Agreement and having read the Agreement in its entirety, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, hereby agrees that the terms and conditions of the Agreement binding upon and inuring to the benefit of Danaher shall be binding upon and inure to the benefit of the undersigned and its successors and permitted assigns as if it were an original party to the Agreement.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this day of ___________________.
 
(Signature of Transferee)
 
 
Print Name


Exhibit 10.8
Execution version

 
Published CUSIP Numbers:
Deal CUSIP: 29415HAA8
Revolver: 29415HAB6
USD Term Loan: 29415HAC4
EUR Term Loan: 29415HAD2
CREDIT AGREEMENT
Dated as of September 20, 2019,
among
ENVISTA HOLDINGS CORPORATION
and certain of its Subsidiaries,
as Borrowers,
BANK OF AMERICA, N.A.,
as Administrative Agent, L/C Issuer and Swing Line Lender,
and
the other LENDERS party hereto
With respect to the Revolving Credit Facility and the USD Term Facility:
CITIBANK, N.A.,
as Syndication Agent,
MUFG BANK, LTD.,
BNP PARIBAS,
HSBC BANK USA, NATIONAL ASSOCIATION,
U.S. BANK NATIONAL ASSOCIATION
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Documentation Agents,
and
BofA SECURITIES, INC.,
CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC, MUFG BANK, LTD., BNP PARIBAS SECURITIES CORP., U.S. BANK NATIONAL ASSOCIATION, HSBC SECURITIES (USA) INC., JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD.
and
PNC BANK NATIONAL ASSOCIATION,
as Joint Lead Arrangers and Joint Bookrunners

i


With respect to the EUR Term Facility:
CITIBANK, N.A.,
as Syndication Agent,
MUFG BANK, LTD.,
BNP PARIBAS,
HSBC BANK PLC.,
U.S. BANK NATIONAL ASSOCIATION
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Documentation Agents,
and
BofA SECURITIES, INC.,
CITIGROUP GLOBAL MARKETS INC., WELLS FARGO SECURITIES, LLC, MUFG BANK, LTD., BNP PARIBAS SECURITIES CORP., U.S. BANK NATIONAL ASSOCIATION, HSBC SECURITIES (USA) INC., JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD.
and
PNC BANK NATIONAL ASSOCIATION,
as Joint Lead Arrangers and Joint Bookrunners
 

ii
TABLE OF CONTENTS



 
 
Page

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1

1.01

Defined Terms
1

1.02

Other Interpretive Provisions
34

1.03

Accounting Terms
35

1.04

Rounding
36

1.05

References to Agreements and Laws
36

1.06

Exchange Rates; Currency Equivalents
36

1.07

Additional Alternative Currencies
36

1.08

Change of Currency
37

1.09

Times of Day
37

1.10

Letter of Credit Amounts
37

1.11

Interest Rates
37

1.12

Limited Conditionality Acquisitions
38

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
39

2.01

The Loans
39

2.02

Borrowings, Conversions and Continuations of Loans
40

2.03

Letters of Credit
42

2.04

Bid Loans
50

2.05

Swing Line Loans
52

2.06

Prepayments
55

2.07

Termination or Reduction of Commitments
56

2.08

Repayment of Loans
57

2.09

Interest
57

2.10

Fees
58

2.11

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
59

2.12

Evidence of Debt
59

2.13

Payments Generally
60

2.14

Sharing of Payments
62

2.15

Designated Borrowers
63

2.16

Increase in Revolving Credit Commitments
65

2.17

Cash Collateral
66

2.18

Defaulting Lenders
67

2.19

Extension of Revolving Credit Facility Maturity Date
69

ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
71

3.01

Taxes
71

3.02

Illegality
74

3.03

Inability to Determine Rates
74


-i-
TABLE OF CONTENTS
(continued)

 
 
Page

3.04

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans
74

3.05

Compensation for Losses
79

3.06

Matters Applicable to all Requests for Compensation
80

3.07

Survival
80

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
80

4.01

Conditions to Initial Credit Extension
80

4.02

Conditions to all Credit Extensions
82

ARTICLE V
REPRESENTATIONS AND WARRANTIES
83

5.01

Existence, Qualification and Power; Compliance with Laws
83

5.02

Authorization; No Contravention
83

5.03

Governmental Authorization; Other Consents
83

5.04

Binding Effect
83

5.05

Financial Statements; No Material Adverse Effect
84

5.06

Litigation
84

5.07

No Default
84

5.08

Ownership of Property; Liens
84

5.09

Environmental Compliance
84

5.10

ERISA Compliance
85

5.11

Margin Regulations; Investment Company Act
85

5.12

Foreign Obligor Representations
85

5.13

OFAC
86

5.14

Anti-Corruption Laws
86

5.15

Covered Entity
87

5.16

EEA Financial Institutions
87

5.17

Beneficial Ownership
87

ARTICLE VI
AFFIRMATIVE COVENANTS
87

6.01

Financial Statements
87

6.02

Certificates; Other Information
87

6.03

Notices
89

6.04

Payment of Obligations
89

6.05

Preservation of Existence, Etc
90

6.06

Maintenance of Properties
90

6.07

Compliance with Laws
90

6.08

Inspection Rights
90

6.09

Compliance with ERISA
90


-ii-
TABLE OF CONTENTS
(continued)

 
 
Page

6.10

Use of Proceeds
91

6.11

Anti-Corruption Laws
91

ARTICLE VII
NEGATIVE COVENANTS
91

7.01

Liens
91

7.02

Fundamental Changes
93

7.03

Indebtedness
93

7.04

Restricted Payments
94

7.05

Use of Proceeds
95

7.06

Financial Covenants
95

7.07

Sanctions
95

7.08

Anti-Corruption Laws
96

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
96

8.01

Events of Default
96

8.02

Remedies Upon Event of Default
98

8.03

Application of Funds
98

ARTICLE IX
ADMINISTRATIVE AGENT
100

9.01

Appointment and Authority
100

9.02

Rights as a Lender
100

9.03

Exculpatory Provisions
100

9.04

Reliance by Administrative Agent
101

9.05

Delegation of Duties
101

9.06

Resignation of Administrative Agent
102

9.07

Non-Reliance on Administrative Agent and Other Lenders
103

9.08

No Other Duties, Etc
103

9.09

Administrative Agent May File Proofs of Claim
103

9.10

Guaranty Matters
104

9.11

Certain ERISA Matters
105

ARTICLE X
COMPANY GUARANTY
106

10.01

Guaranty
106

10.02

Guaranty Absolute
106

10.03

Waivers and Acknowledgments
108

10.04

Subrogation
108

ARTICLE XI
MISCELLANEOUS
109

11.01

Amendments, Etc
109

11.02

Notices and Other Communications; Facsimile Copies
111


-iii-
TABLE OF CONTENTS
(continued)

 
 
Page

11.03

No Waiver; Cumulative Remedies
113

11.04

Costs and Expenses
114

11.05

Indemnification by the Company
114

11.06

Payments Set Aside
116

11.07

Successors and Assigns
116

11.08

Confidentiality
122

11.09

Set-off
123

11.10

Interest Rate Limitation
124

11.11

Counterparts
124

11.12

Integration
124

11.13

Survival of Representations and Warranties
125

11.14

Severability
125

11.15

Tax Forms
125

11.16

Replacement of Lenders
127

11.17

Governing Law
128

11.18

Waiver of Right to Trial by Jury
128

11.19

Judgment Currency
129

11.20

No Advisory or Fiduciary Responsibility
129

11.21

USA PATRIOT Act Notice
130

11.22

Electronic Execution of Assignments and Certain Other Documents
130

11.23

Acknowledgement and Consent to Bail-In of EEA Financial Institutions
130

11.24

Acknowledgement Regarding Any Supported QFCs
131


-iv-
TABLE OF CONTENTS
(continued)

SIGNATURES
S-1
SCHEDULES
2.01
Commitments and Applicable Percentages
5.06
Litigation
7.01
Existing Liens
7.04
Existing Indebtedness
11.02
Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
Form of
A-1
Loan Notice
A-2
Swing Line Loan Notice
B-1
Bid Request
B-2
Competitive Bid
C-1
USD Term Note
C-2
Revolving Credit Note
C-3
EUR Term Note
D
Compliance Certificate
E
Assignment and Assumption
F
Designated Borrower Request and Assumption Agreement
G
Designated Borrower Notice
H
Opinion of Counsel
I
Guaranty

-v-

CREDIT AGREEMENT
This CREDIT AGREEMENT, dated as of September 20, 2019 (this “Agreement”), is entered into among ENVISTA HOLDINGS CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
W I T N E S S E T H :
WHEREAS, the Company and the Designated Borrowers have requested that the Lenders provide term loan facilities and a revolving credit facility, and the Lenders are willing to do so, and the L/C Issuer is willing to issue letters of credit, in each case, on the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I   DEFINITIONS AND ACCOUNTING TERMS
1.01    Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:
“Absolute Rate” means a fixed rate of interest expressed in multiples of 1/100th of one percent.
“Absolute Rate Loan” means a Bid Loan denominated in Dollars that bears interest at a rate determined with reference to an Absolute Rate.
“Acquisition” means any transaction, or any series of related transactions, by which any of the Company or its Subsidiaries (a) acquire any ongoing business or all or substantially all of the assets of, any firm, corporation or division thereof, whether through purchase of assets, purchase of stock, merger, amalgamation or otherwise, (b) directly or indirectly acquire control of at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors, (c) directly or indirectly acquire control of a majority ownership interest in any partnership, joint venture or similar arrangement or (d) directly or indirectly acquire assets constituting all or substantially all of a product line or line of business of another Person; provided, however, that with respect to any stock purchase transaction structured as a tender offer, such transaction has been approved by the board of directors and/or shareholders (or comparable persons or groups) of the Company or such Subsidiary, as applicable, and such other Person.
“Act” has the meaning specified in Section 11.21.
“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the Company and the Lenders.

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“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affiliate” means, with respect to any 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.
“Agent-Related Persons” means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America, in its capacity as the Administrative Agent, an Arranger and a Swing Line Lender), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
“Aggregate Commitments” means the Commitments of all the Lenders.
“Agreement” has the meaning specified in the introductory paragraph hereto.
“Agreement Currency” has the meaning specified in Section 8.03(c).
“Alternative Currency” means each of Euro, Sterling, Yen and each other currency (other than Dollars) that is approved in accordance with Section 1.07.
“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.
“Alternative Currency Sublimit” means, on any date of determination, an amount equal to the difference between (a) 90% of the Revolving Credit Facility on such date and (b) the Outstanding Amount of Bid Loans denominated in a Requested Currency on such date. The Alternative Currency Sublimit is part of, and not in addition to, the Revolving Credit Facility.
“Applicable Foreign Obligor Documents” has the meaning specified in Section 5.12.
“Applicable Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.
“Applicable Percentage” means (a) in respect of the either Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) represented by (i) at any time during the Term Availability Period, such Term Lender’s Commitment of such Term Facility at such time to the Aggregate Commitments in respect of such Term Facility at such time and (ii) thereafter, the principal amount of such Term Lender’s Term Loans at such time to the aggregate principal amount of Term Loans outstanding at such time in respect of such Term Facility, and (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, in each case subject to adjustment as provided in Section 2.18. If the commitment of each Revolving Credit Lender to make Revolving Credit Loans, the commitment of each Term Lender to make Term Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments, USD Term Commitments or EUR Term Commitments have expired, then the Applicable Percentage of

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each Revolving Credit Lender in respect of the Revolving Credit Facility, or of each Term Lender in respect of the applicable Term Facility, as applicable, shall be determined based on the Applicable Percentage of such Revolving Credit Lender or Term Lender, as applicable, in respect of the Revolving Credit Facility or applicable Term Facility, as applicable, most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
“Applicable Rate” means, from time to time, for each Facility, (a) prior to receipt by the Company of a Debt Rating, the following percentages per annum, set forth opposite the Consolidated Leverage Ratio determined as of the last day of the immediately preceding fiscal quarter:
Pricing Level

Consolidated Leverage Ratio
Revolving Credit Facility
USD Term Facility
EUR Term Facility

Facility Fee
Eurocurrency Loans / Letter of Credit Fee
Base Rate Loans
Eurocurrency Loans
Base Rate Loans
1.
< 1.25 to 1.00
0.090%
0.910%
0%
1.000%
0%
0.825%
2.
≥ 1.25 to 1.00 but < 2.00 to 1.00
0.100%
1.025%
0.025%
1.125%
0.125%
0.950%
3.
≥ 2.00 to 1.00 but < 2.75 to 1.00
0.125%
1.125%
0.125%
1.250%
0.250%
1.075%
4.
≥ 2.75 to 1.00 but < 3.50 to 1.00
0.175%
1.200%
0.200%
1.375%
0.375%
1.200%
5.
≥ 3.50 to 1.00
0.225%
1.400%
0.400%
1.625%
0.625%
1.450%
and (b) upon receipt by the Company of a Debt Rating, the following percentages per annum, set forth opposite the Debt Rating determined as of the last day of the immediately preceding fiscal quarter:

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Pricing Level

Debt Rating Category
Revolving Credit Facility
USD Term Facility
EUR Term Facility

Facility Fee
Eurocurrency Loans / Letter of Credit Fee
Base Rate Loans
Eurocurrency Loans
Base Rate Loans
1.
≥ A- / A3
0.090%
0.785%
0%
0.875%
0%
0.550%
2.
BBB+ / Baa1
0.100%
0.900%
0%
1.000%
0%
0.675%
3.
BBB / Baa2
0.125%
1.00%
0%
1.125%
0.125%
0.800%
4.
BBB- / Baa3
0.175%
1.075%
0.075%
1.250%
0.250%
0.925%
5.
≤ BB+ /   Ba1
0.225%
1.275%
0.275%
1.500%
0.500%
1.050%
For purposes of the definition of “Applicable Rate,” “Debt Rating” means, as of any date of determination, the rating as determined by either S&P or Moody’s (collectively, the “Debt Ratings”) of the Company’s non-credit-enhanced, senior unsecured long-term debt; provided that (a) if the respective Debt Ratings issued by the foregoing rating agencies differ by one level, then the Pricing Level for the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 5 being the lowest); (b) if there is a split in Debt Ratings of more than one level, then the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; (c) if the Company has only one Debt Rating, the Pricing Level for such Debt Rating shall apply; and (d) if the Company does not have any Debt Rating, Pricing Level 5 shall apply.
Initially, the Applicable Rate shall be determined based upon the Consolidated Leverage Ratio as of the Closing Date as evidenced by the certificate delivered by the Company pursuant to Section 4.01(a)(vi). Thereafter, (a) prior to the receipt by the Company of a Debt Rating, the Applicable Rate shall be determined and shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, Pricing Level 5 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered and (b) upon receipt by the Company of the Debt Rating and notice thereof to the Administrative Agent, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, the Company and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

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“Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.
“Applicable Time” means, with respect to (a) any borrowings and payments related to Revolving Credit Loans denominated in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment and (b) any borrowings and payments related to the Bid Loans made by a Lender in any Alternative Currency or any Requested Currency, the local time in the place of settlement for such Alternative Currency or Requested Currency, as the case may be, as may be determined by such Lender to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.
“Applicant Borrower” has the meaning specified in Section 2.15(a).
“Appropriate Lender” means, at any time, (a) with respect to any Term Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term Loan or a Revolving Credit Loan, respectively, at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.05, the Revolving Credit Lenders.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Arrangers” means each of BofA Securities, Inc., Citigroup Global Markets Inc., Wells Fargo Securities, LLC, MUFG Bank, Ltd., BNP Paribas Securities Corp., U.S. Bank National Association, HSBC Securities (USA) Inc., JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., and PNC Bank, National Association in its capacity as a joint lead arranger and joint bookrunner in respect of the Commitments hereunder.
“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E or such other form as the Administrative Agent and the Company may reasonably approve.
“Attorney Costs” means all reasonable and documented out-of-pocket fees, expenses and disbursements of any law firm or other external counsel.
“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Off Balance Sheet Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.
“Audited Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2018, and the related consolidated statements

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of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto, as filed with the Company’s Form S-1 filed with the SEC by the Company on July 22, 2019.
“Availability Period” means the Revolving Credit Availability Period or the Term Availability Period, as the context may require.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“Bank of America” means Bank of America, N.A. and its successors.
“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurocurrency Rate plus 1.00%; provided that in no event shall the Base Rate be less than 0%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
“Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“Bid Borrowing” means a borrowing consisting of simultaneous Bid Loans of the same Type from each of the Lenders whose offer to make one or more Bid Loans as part of such borrowing has been accepted under the auction bidding procedures described in Section 2.04.
“Bid Loan” has the meaning specified in Section 2.04(a).
“Bid Loan Lender” means, in respect of any Bid Loan, the Lender making such Bid Loan to the applicable Borrower.

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“Bid Loan Requested Currency Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) 90% of the Revolving Credit Facility. The Bid Loan Requested Currency Sublimit is part of, and not in addition to, the Bid Loan Sublimit and the Revolving Credit Commitments.
“Bid Loan Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the Revolving Credit Facility. The Bid Loan Sublimit is part of, and not in addition to the Revolving Credit Commitments.
“Bid Request” means a written request for one or more Bid Loans substantially in the form of Exhibit B-1 hereto.
“Borrower” and “Borrowers” each has the meaning specified in the introductory paragraph hereto.
“Borrower Materials” has the meaning specified in Section 6.02.
“Borrowing” means a Revolving Credit Borrowing, a Bid Borrowing, a USD Term Borrowing, a EUR Term Borrowing or a Swing Line Borrowing, as the context may require.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York or such other state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:
(a)    if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day that is also a London Banking Day;
(b)    if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;
(c)    if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and
(d)    if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.
“Capital Lease” means each lease that has been or is required to be, in accordance with GAAP, classified and accounted for as a capital lease or financing lease.

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“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the applicable Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the L/C Issuer shall agree in their reasonable discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.
“Change of Control” means, with respect to the Company, an event or series of events by which:
(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding (i) any employee benefit plan of the Company or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (ii) Steven M. Rales and Mitchell P. Rales) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the equity securities of the Company entitled to vote for members of the board of directors or equivalent governing body of the Company on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or
(b)    during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Company cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) (or individuals previously approved under this clause (iii)) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (in each case, with such approval either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director); provided, that no Change of Control shall be deemed to occur as a result of the

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Separation Transactions or as a result of any changes in the board of directors of the Company in connection with, or occurring as a result of, the Separation Transactions.
“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans, USD Term Loans, EUR Term Loans or Bid Loans.
“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01.
“Code” means the Internal Revenue Code of 1986.
“Commitment” means a USD Term Commitment, a EUR Term Commitment or a Revolving Credit Commitment, as the context may require.
“Company” has the meaning specified in the introductory paragraph hereto.
“Company Guaranty” means the guaranty made by the Company in favor of the Administrative Agent and the Lenders, in respect of the Obligations of the Loan Parties pursuant to Article X of this Agreement.
“Competitive Bid” means a written offer by a Lender to make one or more Bid Loans, substantially in the form of Exhibit B-2 hereto, duly completed and signed by a Lender.
“Compliance Certificate” means a certificate substantially in the form of Exhibit D.
“Consolidated EBITDA” means, for any Measurement Period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) non-cash impairment charges for such period, (v) non-cash non-operating expenses for such period, (vi) non-cash equity compensation expenses for such period, (vii) cash or non-cash charges, including legal and advisor fees and other transaction expenses, incurred in connection with permitted acquisitions or financing transactions for such period, (viii) the net income (or loss) with respect to discontinued operations of the Company or any Subsidiaries during such period, (ix) other non-recurring or unusual expenses of the Company and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (v) restructuring costs and legal charges incurred by the Company totaling (A) for the fiscal quarter ended September 28, 2018, $4,100,000 and (B) for the fiscal quarter ended December 31, 2018, $42,400,000 and (vi) restructuring costs and legal charges incurred by the Company prior to December 31, 2020, provided that the aggregate amount available to be added back pursuant to this clause (vi) shall not exceed $75,000,000 during the term of this Agreement and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Company and its Subsidiaries for such period and (ii) all non-cash items that are both non-operating and non-recurring increasing Consolidated Net Income for such period but excluding such items in respect of which cash was received in a prior period or will be received in a future period.

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Notwithstanding the forgoing, for each of the fiscal quarters set forth in the table below Consolidated EBITDA shall, in each case, be deemed to be the amount set forth below opposite such period:
Fiscal Quarter ended September 28, 2018
$122,600,000
Fiscal Quarter ended December 31, 2018
$147,500,000
Fiscal Quarter ended March 29, 2019
$83,400,000
Fiscal Quarter ended June 28, 2019
$119,400,000
“Consolidated Funded Indebtedness” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the sum, without duplication, of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) Attributable Indebtedness in respect of Capital Leases, (c) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b) above of Persons other than the Company or any Subsidiary, and minus (d) up to $150,000,000 of the sum of (i) 100% of the cash and cash equivalents held in the United States by the Company and its Subsidiaries and (ii) 65% of the cash and cash equivalents held outside of the United States by the Company and its Subsidiaries; provided that such cash and cash equivalents are free of any Liens; provided, that (i) if the Company or any Subsidiary delivers or causes to be delivered an irrevocable repayment or redemption notice that results in Indebtedness in the form of debt securities being due and payable in full not later than 30 days after such repayment or redemption notice has been delivered and deposits cash with or for the benefit of the trustee or holders of such Indebtedness to fund such repayment or redemption in full, then such Indebtedness shall be considered repaid or redeemed (it being understood that if any applicable deposit is returned and the corresponding Indebtedness is not repaid or redeemed, but remains outstanding, such Indebtedness shall no longer be considered repaid or redeemed), and (ii) if the Company or any Subsidiary commences a tender offer to repurchase Indebtedness (the “Repurchased Indebtedness”) and will be obligated to repurchase such Indebtedness for payment in full, together with accrued and unpaid interest thereon, after the satisfaction or waiver of any conditions of such tender offer, and in connection therewith issues Indebtedness in the form of debt securities (the “New Indebtedness”) the proceeds of which are to be used to repurchase the Repurchased Indebtedness within 30 days of issuance of such New Indebtedness (the “Period”), then to the extent, and solely so long as, the Company or any Subsidiary either holds the proceeds of such New Indebtedness in escrow pursuant to customary arrangements, or otherwise sets aside the proceeds of such New Indebtedness in Dollars to fund such repurchase of Repurchased Indebtedness, then the amount of such New Indebtedness shall be deemed for the purpose of this definition to be reduced by the amount of the proceeds thereof that are so held in escrow or set aside (solely to the extent and for so long as so held or set aside, and not for the avoidance of doubt to the extent applied to repurchase the Repurchased Indebtedness or applied for any other purpose other than the repayment of the New Indebtedness); provided, further, that upon the end of the Period, the deemed reduction of the New Indebtedness described above shall no longer apply.

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“Consolidated Interest Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Company and its Subsidiaries with respect to such period under Capital Leases that is treated as interest in accordance with GAAP; provided that (i) for purposes of determining Consolidated Interest Charges for the four fiscal quarter period ending September 30, 2019, such amount for the four fiscal quarters then ended shall equal such item for such fiscal quarter multiplied by four; (ii) for purposes of determining Consolidated Interest Charges for the fiscal quarter period ending December 31, 2019, such amount for the four fiscal quarters then ended shall equal such item for the two fiscal quarters then most recently ended multiplied by two; and (iii) for purposes of determining Consolidated Interest Charges for the four fiscal quarter period ending March 31, 2020, such amount for the four fiscal quarters then ended shall equal such item for the three fiscal quarters then most recently ended multiplied by 4/3.
“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.
“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness to (b) Consolidated EBITDA.
“Consolidated Net Income” means, for any Measurement Period, for the Company and its Subsidiaries on a consolidated basis, the net income of the Company and its Subsidiaries for such period, in each case as determined in accordance with GAAP.
“Consolidated Net Tangible Assets” means the aggregate of all assets of the Company and its Subsidiaries (less related depreciation, amortization, applicable reserves, and other properly deductible items) after deducting (a) all current liabilities (excluding current maturities of long-term debt and all obligations under Capital Leases) and (b) all goodwill, tradenames, trademarks, patents, unamortized debt discount and expense, and other like intangible assets, all as set forth on the most recent balance sheet of the Company and its Consolidated Subsidiaries and determined on a Consolidated basis in accordance with GAAP.
“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“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.
“Covered Entity” has the meaning specified in Section 11.24(b).
“Credit Extension” means each of the following: (a) a Borrowing and (b) a L/C Credit Extension.
“Danaher” means Danaher Corporation, a Delaware corporation.

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“Danaher Payment” means the direct or indirect funding of dividends, distributions or other payments payable to Danaher and/or its subsidiaries in connection with the Separation Transactions on the Closing Date or thereafter.
“Debt Rating” has the meaning set forth in the definition of “Applicable Rate.”
“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate for Letters of Credit plus 2% per annum.
“Defaulting Lender” means, subject to Section 2.18(b), any Lender that (a) has failed to (i) fund any portion of its Loans required to be funded by it hereunder within two (2) Business Days of the date required to be funded by it hereunder unless such Lender, acting reasonably and in good faith, notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding has not been satisfied (specifically identified and including the particular default, if any) or unless such failure has been cured, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date when due (b) has notified the Company, the Administrative Agent or any other Lender that it does not intend to comply with its funding obligations unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination, acting reasonably and in good faith, that one or more conditions precedent to funding has not been satisfied (specifically identified and including the particular default, if any) or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (c) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute unless such failure has been cured, (d) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations or (e)(i) has become or is insolvent or has a parent company that has become or is insolvent, (ii) has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to,

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approval of or acquiescence in any such proceeding or appointment, or (iii) has become the subject of a Bail-In Action. Notwithstanding anything to the contrary above, a Lender will not be a Defaulting Lender solely by virtue of the ownership or acquisition of any capital stock in such Lender or its parent company by any Governmental Authority so long as such ownership interest does not result in or provide such Lender 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 Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.18(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination
“Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.
“Delaware Divided LLC” means any Delaware LLC which has been formed upon consummation of a Delaware LLC Division.
“Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.
“Designated Affiliate” has the meaning specified in Section 11.07(i).
“Designated Borrower” has the meaning specified in the introductory paragraph hereto.
“Designated Borrower Notice” has the meaning specified in Section 2.15(a).
“Designated Borrower Request and Assumption Agreement” has the meaning specified in Section 2.15(a).
“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the target of any Sanction.
“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and including any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division (or any comparable division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation) under a different jurisdiction’s laws).
“Dollar” and “$” mean lawful money of the United States.
“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency or any Requested Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of

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the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency or Requested Currency, as the case may be.
“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States, a State thereof or the District of Columbia.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.07(b)(iii), (v) and (vii) (subject to such consents, if any, as may be required under Section 11.07(b)(iii)).
“Environmental Laws” means any and all applicable Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided that Equity Interests shall not include stock options, restricted stock units, restricted shares or other awards granted under any equity compensation plan of the Company; provided further that Indebtedness convertible or exchangeable into Equity Interests shall not be deemed to be Equity Interests unless and until such Indebtedness is so converted or exchanged.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
“ERISA Affiliate” means, as of any date of determination, any trade or business (whether or not incorporated) that, as of such date of determination, is under common control with the Company within

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the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan (other than a Multiemployer Plan) or, to the knowledge of the Company, a Multiemployer Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan (other than a Multiemployer Plan) or, to the knowledge of the Company, a Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate (where, for Multiemployer Plans, the occurrence of an imposition is to the knowledge of the Company); provided that with respect to a Pension Plan or Multiemployer Plan in which neither the Company nor any Subsidiary is a participating or contributing employer, clauses (a) through (h) shall be to the knowledge of the Company.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Euro” and “EUR” mean the single currency of the Participating Member States.
“EUR Term Borrowing” means a borrowing consisting of simultaneous EUR Term Loans at the Eurocurrency Rate Loans having the same Interest Period made by each of the EUR Term Lenders pursuant to Section 2.01(c).
“EUR Term Commitment” means, as to each EUR Term Lender, its obligation to make EUR Term Loans in Euros to the Company pursuant to Section 2.01(c) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such EUR Term Lender’s name on Schedule 2.01 under the caption “EUR Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such EUR Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“EUR Term Facility” means, at any time, (a) during the Term Availability Period, the aggregate amount of the EUR Term Commitments at such time and (b) thereafter, the aggregate principal amount of the EUR Term Loans of all EUR Term Lenders outstanding at such time.
“EUR Term Lender” means (a) at any time during the Term Availability Period, any Lender that has a EUR Term Commitment at such time and (b) at any time after the Term Availability Period, any Lender that holds EUR Term Loans at such time.
“EUR Term Loan” means an advance made by any EUR Term Lender under the EUR Term Facility.

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“EUR Term Loan Exposure” means, as to any Lender at any time, the aggregate Outstanding Amount at such time of its EUR Term Loans; provided that at any time prior to the making of the EUR Term Loans, the EUR Term Loan Exposure of any Lender shall be equal to such Lender’s EUR Term Commitment.
“EUR Term Note” means a promissory note made by the Company in favor of a EUR Term Lender evidencing EUR Term Loans made by such EUR Term Lender, substantially in the form of Exhibit C‑3.
“Eurocurrency Bid Margin” means the margin above or below the Eurocurrency Rate to be added to or subtracted from the Eurocurrency Rate, which margin shall be expressed in multiples of 1/100th of one basis point.
“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the FRB.
“Eurocurrency Margin Bid Loan” means a Bid Loan that bears interest at a rate based upon the Eurocurrency Rate.
“Eurocurrency Rate” means,
(a)    with respect to any Credit Extension:
(i)    denominated in a LIBOR Quoted Currency, the rate per annum equal to 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 applicable currency for a period equal in length to such Interest Period (“LIBOR”) as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and
(ii)    with respect to a Credit Extension denominated in any Non-LIBOR Quoted Currency, the rate per annum as designated by the Company and the Administrative Agent with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.07(a);
(b)    for any interest rate calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day; and
(c)    if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
“Eurocurrency Rate Revolving Credit Loan” means a Revolving Credit Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate”. Eurocurrency Rate Revolving Credit Loans may be denominated in Dollars or in an Alternative Currency. All Revolving Credit Loans denominated in an Alternative Currency must be Eurocurrency Rate Revolving Credit Loans.

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“Eurocurrency Rate Loan” means a Term Loan that bears interest at a rate based on clause (a) of the definition of the Eurocurrency Rate, a Eurocurrency Rate Revolving Credit Loan or a Eurocurrency Margin Bid Loan.
“Event of Default” has the meaning specified in Section 8.01.
“Facility” means the USD Term Facility, the EUR Term Facility or the Revolving Credit Facility, as the context may require.
“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.
“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.
“Fee Letter” means that certain fee letter dated as of July 10, 2019 among the Company, Bank of America and BofA Securities, Inc.
“Finance Subsidiary” means any Subsidiary of the Company, whether now existing or hereafter created or acquired, (a) of which at least ninety percent (90%) of all of the issued and outstanding voting and beneficial Equity Interests are owned, directly or indirectly, by the Company; (b) that has no material assets, operations, revenues or cash flows other than those related to the incurrence, administration and repayment of Indebtedness; and (c) whose Indebtedness is Guaranteed by the Company.
“Foreign Lender” means with respect to any Borrower, (a) if such Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if such Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for Tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
“Foreign Obligor” means a Loan Party that is a Foreign Subsidiary.
“Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia.
“FRB” means the Board of Governors of the Federal Reserve System of the United States.

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“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.
“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied, except as otherwise provided in Section 1.03.
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“Granting Lender” has the meaning specified in Section 11.07(g).
“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any monetary obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

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“Guaranteed Obligations” has the meaning specified in Section 10.01.
“Guarantors” means, collectively, those certain Subsidiaries of the Company from time to time party to the Guaranty.
“Guaranty” means the guaranty made by the Guarantors in favor of the Administrative Agent and the Lenders substantially in the form of Exhibit I or such other form as the Administrative Agent and the Company may reasonably approve.
“Impacted Loans” has the meaning assigned to such term in Section 3.03(a)(i).
“Increase Effective Date” has the meaning set forth in Section 2.16(d).
“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b)    all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(c)    net obligations of such Person under any Swap Contract;
(d)    all non-contingent obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);
(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(f)    Capital Leases and Off Balance Sheet Obligations; and
(g)    all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or similar limited liability entity organized under the laws of a jurisdiction other than the United States or a state thereof) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or Off Balance Sheet Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.
“Indemnified Liabilities” has the meaning set forth in Section 11.05(a).
“Indemnitees” has the meaning set forth in Section 11.05(a).
“Information” has the meaning specified in Section 11.08.

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“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.
“Interest Period” means, (a) as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or (in the case of any Eurocurrency Rate Loan) converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months (or, if agreed by each Appropriate Lender, twelve months) thereafter (in each case, subject to availability), as selected by the Company in its Loan Notice or Bid Request, as the case may be; and (b) as to each Absolute Rate Loan, a period of not less than 14 days and not more than 180 days as selected by a Borrower in its Bid Request; provided that:
(i)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;
(ii)    any Interest Period pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(iii)    no Interest Period shall extend beyond the Maturity Date for the applicable Loan.
“Interim Financial Statements” means the unaudited consolidated balance sheet of the Company and its Subsidiaries for the fiscal quarter ended June 28, 2019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto, as filed with the Company’s Form S-1 filed with the SEC by the Company on September 4, 2019.
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of related transactions) of assets of another Person that constitute a business unit.
“IRS” means the United States Internal Revenue Service.
“ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).

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“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Company (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.
“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law, including, without limitation all Environmental Laws.
“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage.
“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.
“L/C Commitment” means, with respect to the L/C Issuer, the commitment of the L/C Issuer to issue Letters of Credit hereunder. The initial amount of the L/C Issuer’s L/C Commitment is set forth on Schedule 2.01. The L/C Commitment of the L/C Issuer may be modified from time to time by agreement between the L/C Issuer and the Company, and notified to the Administrative Agent.
“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
“L/C Disbursement” means a payment made by the L/C Issuer pursuant to a Letter of Credit.
“L/C Issuer” means Bank of America, in its capacity as issuer of Letters of Credit hereunder. The L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the L/C Issuer, in which case the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “L/C Issuer” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant L/C Issuer with respect thereto.
“L/C Obligations” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, including any automatic or scheduled increases provided for by the terms of such Letters of Credit, determined without regard to whether any conditions to drawing could be met at that time, plus (b) the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings. The L/C Obligations of any Revolving Credit Lender at any time shall be its Applicable Percentage of the total L/C Obligations at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the UCP or Rule 3.13 or Rule 3.14 of the ISP or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Company and each Revolving Credit Lender shall remain in full force and effect until the L/C Issuer and the Revolving Credit Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

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“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.
“Lender Party” means the Administrative Agent and each Lender.
“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.
“Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder.
“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.
“Letter of Credit Fee” has the meaning specified in Section 2.03(j).
“Letter of Credit Sublimit” means an amount equal to $20,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.
“LIBOR” has the meaning specified in the definition of Eurocurrency Rate.
“LIBOR Quoted Currency” means each of the following currencies: Dollars; Euro; Sterling; Yen; and Swiss Franc; in each case as long as there is a published LIBOR rate with respect thereto.
“LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).
“LIBOR Successor Rate” has the meaning specified in Section 3.03(b).
“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters as may be appropriate, in the discretion of the Administrative Agent in consultation with the Company, to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Company).
“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

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“Limited Conditionality Acquisition” means any Acquisition that (a) is not prohibited hereunder, (b) is financed in whole or in part with a substantially concurrent incurrence of Indebtedness, and (c) is not conditioned on the availability of, or on obtaining, third-party financing.
“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a USD Term Loan, a Revolving Credit Loan, a EUR Term Loan, a Bid Loan or a Swing Line Loan.
“Loan Documents” means this Agreement (including the Company Guaranty and schedules and exhibits hereto), any Guaranty, each Designated Borrower Request and Assumption Agreement, each Note, each Request for Credit Extension and the Fee Letter and any amendments, modifications or supplements hereto or to any other Loan Document or waivers hereof or to any other Loan Document.
“Loan Notice” means a notice of (a) a USD Term Borrowing, (b) a EUR Term Borrowing, (c) a Revolving Credit Borrowing, (d) a conversion of Loans from one Type to the other, or (e) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A-1 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Company and, if applicable, any Designated Borrower.
“Loan Parties” means, collectively, the Company, each Designated Borrower and the Guarantors.
“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
“Margin Regulations” means Regulations T, U and X of the FRB.
“Margin Stock” has the meaning specified in the Margin Regulations.
“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, assets, liabilities (actual or contingent), operations or financial condition of the Company and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party with respect to the senior credit facility provided hereunder; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party with respect to the senior credit facility provided hereunder; or (d) a material adverse effect upon the rights and remedies of the Administrative Agent or any Lender under any Loan Document; provided, that for the avoidance of doubt no aspect of the Separation Transactions or the Danaher Payment, either individually or taken together, shall be deemed to have a Material Adverse Effect.
“Maturity Date” means (a) for the Revolving Credit Facility the date that is five (5) years after the Closing Date (subject to extension (in the case of each Revolving Credit Lender consenting thereto) as provided in Section 2.19) and (b) for each of the USD Term Facility and the EUR Term Facility, the date that is three (3) years after the Closing Date; provided, however, that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.
“Measurement Period” means, at any date of determination, the most recently completed four fiscal quarters of the Company then ended or then most recently ended as the case may be.

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“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 100% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time and (b) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their reasonable discretion.
“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Company or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.
“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.
“Non-LIBOR Quoted Currency” means any currency other than a LIBOR Quoted Currency.
“Note” means a USD Term Note, a EUR Term Note or a Revolving Credit Note, as the context may require.
“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, indemnities and other amounts payable by any Loan Party under, and in accordance with the terms and conditions of, any Loan Document and (b) the obligation of the Loan Parties to reimburse any amount in respect of any of the foregoing that the Administrative Agent or any Lender, in each case in its sole discretion, may elect to pay or advance on behalf of the Loan Parties.
“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Off Balance Sheet Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment) or (c) an agreement for the sale of receivables or like assets creating obligations that do not appear on the balance sheet of such Person but which, upon the

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insolvency or bankruptcy of such Person, could be characterized as the indebtedness of such Person (without regard to accounting treatment).
“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
“Other Taxes” has the meaning specified in Section 3.01(b).
“Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans and Bid Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Term Loans, Revolving Credit Loans or Bid Loans occurring on such date; (b) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; and (c) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Company of Unreimbursed Amounts.
“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.
“Participant” has the meaning specified in Section 11.07(d).
“Participant Register” has the meaning specified in Section 11.07(d).
“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
“PBGC” means the Pension Benefit Guaranty Corporation.
“Pension Act” means the Pension Protection Act of 2006.

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“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Company or any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a Multiple Employer Plan, has made contributions at any time during the immediately preceding five plan years.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Company or, with respect to any such plan that is subject to the Pension Funding Rules, any ERISA Affiliate.
“Platform” has the meaning specified in Section 6.02.
“Priority Debt Basket” means, on any date of determination, an amount equal to 15% of the Consolidated Net Tangible Assets of the Company and its Subsidiaries as of the then most recently completed fiscal quarter of the Company prior to such date.
“Pro Forma Basis” and “Pro Forma Effect” means, for purposes of calculating the financial covenants set forth in Section 7.06 and determining the Applicable Rate for so long as the Applicable Rate is determined based upon the Consolidated Leverage Ratio, and for any transaction or proposed transaction deemed to have occurred on and as of the first day of a Measurement Period pursuant to Section 1.03(d), the following pro forma adjustments, in each case arising out of events which are directly attributable to such transaction or proposed transaction, are factually supportable and expected to have a continuing impact, including cost savings resulting from headcount reductions, facility closings or similar restructurings, as certified by a Responsible Officer of the Company:
(a)    in the case of any such transaction or proposed transaction that is a Disposition, all income statement items (whether positive or negative) attributable to the brand, business unit, product line, line of business, division or facility or the Person subject to such Disposition shall be excluded from the results of the Company and its Subsidiaries for such Measurement Period;
(b)    in the case of any such transaction or proposed transaction that is an Investment (including any acquisition, whether by merger, consolidation or otherwise), income statement items (whether positive or negative) attributable to the brand, business unit, product line, line of business, division or facility or the Person subject to such Investment shall be included in the results of the Company and its Subsidiaries for such Measurement Period;
(c)    in the case of any retirement of Indebtedness or any Indebtedness that was or is to be repaid or refinanced in connection with such transaction or proposed transaction, interest accrued on such Indebtedness during such Measurement Period shall be excluded from the results of the Company

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and its Subsidiaries for such Measurement Period (and to the extent not already excluded pursuant to any other clause of this definition or pursuant to Section 1.03(d), the principal amount of such Indebtedness shall also be excluded); and
(d)    in the case of the incurrence or assumption of any Indebtedness in connection with such transaction (other than any such Indebtedness to be repaid or refinanced in accordance with clause (c) above) or proposed transaction, interest shall be deemed to have accrued on such Indebtedness during such Measurement Period (in the case of interest that accrues at a formula or floating rate, at the rate in effect at the time of determination) and shall be included in the results of the Company and its Subsidiaries for such Measurement Period.
“PTE” means a prohibited transaction class exemption issued by the United States Department of Labor, as any such exemption may be amended from time to time.
“Public Lender” has the meaning specified in Section 6.02.
“Register” has the meaning set forth in Section 11.07(c).
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a benchmark rate to replace LIBOR in loan agreements similar to this Agreement.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.
“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Loan Notice; (b) with respect to a Bid Loan, a Bid Request; (c) with respect to an L/C Credit Extension, a Letter of Credit Application, and (d) with respect to a Swing Line Loan, a Swing Line Loan Notice.
“Requested Currency” means any currency other than Dollars or an Alternative Currency.
“Required EUR Term Lenders” means, as of any date of determination, EUR Term Lenders holding more than 50% of the EUR Term Facility on such date; provided that the portion of the EUR Term Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required EUR Term Lenders.
“Required Lenders” means, as of any date of determination, (a) Lenders having more than 50% of the sum of (i) the undrawn portion of the Aggregate Commitments, and (ii) the aggregate Loans outstanding on such date, or (b) if the commitment of each Lender to make Loans has been terminated pursuant to Section 8.02, Lenders holding in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition);

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provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.
“Required USD Term Lenders” means, as of any date of determination, USD Term Lenders holding more than 50% of the USD Term Facility on such date; provided that the portion of the USD Term Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required USD Term Lenders.
“Responsible Officer” means (a) the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, chief accounting officer, corporate controller, general counsel or any executive vice president of the Company, (b) solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of the Company and, (c) solely for purposes of notices given pursuant to Article II, any other officer of the Company so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the Company designated in or pursuant to an agreement between the Company and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Company shall be conclusively presumed to have been authorized by all necessary corporate action on the part of the Company and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Company.
“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Company or any 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 capital stock or other Equity Interest, or on account of any return of capital to the Company’s stockholders, partners or members (or the equivalent Person thereof).
“Revaluation Date” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency or a Requested Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02; and (iii) such additional dates as (x) the Administrative Agent shall determine for the purposes of determining the Alternative Currency Equivalent or Dollar Equivalent amounts of Borrowings and Outstanding Amounts as contemplated hereunder or (y) the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by the

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L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.
“Revolving Credit Availability Period” means in respect of the Revolving Credit Facility the period from and including the Closing Date to the earliest of (a) the Maturity Date for the Revolving Credit Facility, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.07, and (c) the date of termination of the commitment of each Revolving Credit Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.
“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).
“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to make (a) Revolving Credit Loans to the Borrowers pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.
“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.
“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.
“Revolving Credit Loan” has the meaning specified in Section 2.01(b).
“Revolving Credit Note” means a promissory note made by each Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-2.
“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.
“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency and (c) with respect to disbursements and payments in connection with a Bid Loan made by a Bid Loan Lender in any Requested Currency, same day or other funds as may be determined by such Bid Loan Lender to be customary in the place of disbursement or payment for the settlement of international banking transactions in such Requested Currency.

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“Sanction(s)” means any international economic sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the Government of Canada, the Government of Japan, the European Union or Her Majesty’s Treasury (“HMT”).
“Scheduled Unavailability Date” has the meaning specified in Section 3.03(b)(i)(B).
“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Separation Transactions” means Danaher’s previously disclosed intention to dispose of the Company’s shares in any form, including, without limitation, by (a) conducting an initial public offering or other offering(s) of shares of the Company, and/or (b) distributing to Danaher all or a portion of the proceeds of such offering(s) and/or the proceeds of borrowings under the Credit Facilities and/or (c) the distribution by Danaher to its shareholders of all or a portion of the remaining equity interest in the Company owned by Danaher, which may include a spin-off of the Company’s shares effected as a dividend to all Danaher’s shareholders, a split-off of the Company’s shares in exchange for shares of Danaher or other securities, or any combination of the foregoing in one transaction or in a series of transactions.
“Significant Subsidiary” means, each Subsidiary of the Company which as of the most recently ended fiscal year of the Company contributed or was accountable for at least 5% of the revenues of the Company and its Subsidiaries determined on a consolidated basis for such year.
“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.
“SOFR-Based Rate” means SOFR or Term SOFR.
“SPC” has the meaning specified in Section 11.07(g).
“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.
“Specified Transaction” means (a) any Investment or series of related Investments in Equity Interests or assets constituting a brand, business unit, product line, line of business, division or facility of a Person or Persons, made by the Company or any of its Subsidiaries, and (b) any Disposition or series of related Dispositions of Equity Interests or assets constituting a brand, business unit, product line, line of business, division or facility of a Person or Persons made by the Company or any of its Subsidiaries.
“Spot Rate” for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying

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rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.
“Sterling” and “£” mean the lawful currency of the United Kingdom.
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
“Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.05.
“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.05.
“Swing Line Commitment” means as to any Lender (a) the amount set forth opposite such Lender’s name on Schedule 2.01 hereof or (b) if such Lender has entered into an Assignment and Assumption or has otherwise assumed a Swing Line Commitment after the Closing Date, the amount set forth for such Lender as its Swing Line Commitment in the Register maintained by the Administrative Agent pursuant to Section 11.07(c).

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“Swing Line Lender” means Bank of America in its capacity as a provider of Swing Line Loans, and any successor swing line lender hereunder, in an amount up to the Swing Line Commitment.
“Swing Line Loan” has the meaning specified in Section 2.05(a).
“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.05, which shall be substantially in the form of Exhibit A-2 or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Company.
“Swing Line Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.
“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 November 19, 2007.
“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.
“Taxes” has the meaning specified in Section 3.01(a).
“Term Availability Period” means in respect of each Term Facility the period from and including the Closing Date to the earliest of (a) the later of (x) 5:00 p.m. on the date that falls ten (10) Business Days after the Closing Date and (y) in the event that a Loan Notice has been timely delivered with respect to any USD Term Borrowing and/or EUR Term Borrowing on or before the date that falls ten (10) Business Days after the Closing Date, immediately following the funding of such USD Term Borrowing and/or EUR Term Borrowing, and (b) the date of termination of the commitment of each Term Lender to make Loans pursuant to Section 8.02.
“Term Facility” means the USD Term Facility or the EUR Term Facility, or both, as the context may require.
“Term Lender” means a USD Term Lender or a EUR Term Lender, as the context may require.
“Term Loans” means the USD Term Loans or the EUR Term Loans, or both, as the context may require.
“Term SOFR” means the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion.
“Threshold Amount” means $80,000,000.
“Total Credit Exposure” means, as to any Lender at any time, (a) in respect of the Revolving Credit Facility, the unused Revolving Credit Commitments and Revolving Credit Exposure of such Lender at such

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time, (b) in respect of the USD Term Facility, the USD Term Loan Exposure of such Lender at such time, and (c) in respect of the EUR Term Facility, the EUR Term Loan Exposure of such Lender at such time.
“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.
“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations.
“Type” means (a) with respect to a Revolving Credit Loan, its character as a Base Rate Loan or Eurocurrency Rate Loan, (b) with respect to a USD Term Loan, its character as a Base Rate Loan or Eurocurrency Rate Loan, and (c) with respect to a Bid Loan, its character as an Absolute Rate Loan or a Eurocurrency Margin Bid Loan.
“UCP” means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time).
“United States” and “U.S.” mean the United States of America.
“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to the Pension Funding Rules for the applicable plan year.
“USD Term Borrowing” means a borrowing consisting of simultaneous USD Term Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the USD Term Lenders pursuant to Section 2.01(a).
“USD Term Commitment” means, as to each USD Term Lender, its obligation to make USD Term Loans in Dollars to the Company pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such USD Term Lender’s name on Schedule 2.01 under the caption “USD Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such USD Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“USD Term Facility” means, at any time, (a) during the Term Availability Period, the aggregate amount of the USD Term Commitments at such time and (b) thereafter, the aggregate principal amount of the USD Term Loans of all USD Term Lenders outstanding at such time.
“USD Term Lender” means (a) at any time during the Term Availability Period, any Lender that has a USD Term Commitment at such time and (b) at any time after the end of the Term Availability Period, any Lender that holds USD Term Loans at such time.
“USD Term Loan” means an advance made by any USD Term Lender under the USD Term Facility.
“USD Term Loan Exposure” means, as to any Lender at any time, the aggregate Outstanding Amount at such time of its USD Term Loans; provided that at any time prior to the making of the USD Term Loans, the USD Term Loan Exposure of any Lender shall be equal to such Lender’s USD Term Commitment.

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“USD Term Note” means a promissory note made by the Company in favor of a USD Term Lender evidencing USD Term Loans made by such USD Term Lender, substantially in the form of Exhibit C‑1.
“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
“Yen” and “¥” mean the lawful currency of Japan.
1.02    Other Interpretive Provisions.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a)    The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
(b)    (i)  The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
(ii)    Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.
(iii)    The term “including” is by way of example and not limitation.
(iv)    The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
(c)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
(d)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
(e)    All references to any Person shall also refer to the successors and assigns of such Person permitted hereunder.
(f)    Any reference herein to a merger, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

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1.03    Accounting Terms.  (a)  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP applied on a consistent basis, as in effect from time to time subject to Sections 1.03(b) and (c), except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Company and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.
(b)    If at any time any change in GAAP (including the early adoption by the Company of any provision of GAAP) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
(c)    Notwithstanding the foregoing, for the purposes of this Agreement, leases shall continue to be classified and accounted for on a basis consistent with GAAP as in effect as of December 31, 2017, notwithstanding any change in GAAP related thereto (including pursuant to Accounting Standard Codification Topic 842) and the Company shall not be required to provide any reconciliation thereof to GAAP.
(d)    Pro Forma Determinations. Notwithstanding anything in this Agreement to the contrary:
(i)    all calculations of the financial covenants in Section 7.06 and any determination of the Applicable Rate for so long as the Applicable Rate is determined based upon the Consolidated Leverage Ratio shall be made on a Pro Forma Basis with respect to any Specified Transaction occurring during the applicable Measurement Period;
(ii)    if on any date of determination pro forma compliance with the requirements of this Agreement is a condition precedent to the consummation of a proposed transaction pursuant to any provision of this Agreement, then for that purpose such compliance shall be determined on a Pro Forma Basis giving effect to (A) such proposed transaction and (B) without duplication, any Specified Transaction that has been consummated during the Measurement Period then most recently ended for which financial statements have been delivered pursuant to Section 6.01 or during the period following such Measurement Period and prior to such date, in each case, as of the first day of such Measurement Period; and
(iii)    for each Specified Transaction that is consummated during any Measurement Period, compliance with the requirements of this Agreement shall be determined on a Pro Forma Basis giving effect to such Specified Transaction as of the first day of such Measurement Period.

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1.04    Rounding.   Any financial ratios required to be maintained by the Company pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.05    References to Agreements and Laws.   Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.
1.06    Exchange Rates; Currency Equivalents.  (a)  The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies and Requested Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.
(b)    Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Eurocurrency Rate Loan is denominated in an Alternative Currency or a Requested Currency, such amount shall be the relevant Alternative Currency equivalent or Requested Currency equivalent, as the case may be, of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with a rounding-up if there is no nearest number), as determined by the Administrative Agent.
1.07    Additional Alternative Currencies.  (a)  The Company may from time to time request that Eurocurrency Rate Revolving Credit Loans be made in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Revolving Credit Loans, such request shall be subject to the approval of the Administrative Agent and the Revolving Credit Lenders.
(b)    Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 15 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent in its sole discretion). The Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Revolving Credit Loans in such requested currency.

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(c)    Any failure by a Revolving Credit Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Credit Lender to permit Eurocurrency Rate Revolving Credit Loans to be made in such Requested Currency. If the Administrative Agent and all the Revolving Credit Lenders consent to making Eurocurrency Rate Revolving Credit Loans in such requested currency, the Administrative Agent shall so notify the Company and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Revolving Credit Borrowing of Eurocurrency Rate Revolving Credit Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.07, the Administrative Agent shall promptly so notify the Company.
1.08    Change of Currency.  (a)  Each obligation of the Borrowers 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 date hereof shall be redenominated into Euro at the time of such adoption. 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)    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.
(c)    Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.
1.09    Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
1.10    Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
1.11    Interest Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any

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LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.
1.12    Limited Conditionality Acquisitions.   In the event that the Company notifies the Administrative Agent in writing that any proposed Acquisition is a Limited Conditionality Acquisition and that the Company wishes to test the conditions to such Acquisition and the availability of Indebtedness that is to be used to finance such Acquisition in accordance with this Section, then the following provisions shall apply:
(a)    any condition to such Acquisition or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Acquisition or the incurrence of such Indebtedness, shall, if agreed to by the lenders providing such Indebtedness, be satisfied if (i) no Default or Event of Default shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Acquisition and (ii) no Event of Default under any of Sections 8.01(a), (b), (f) or (g) shall have occurred and be continuing both before and after giving effect to such Acquisition and any Indebtedness incurred in connection therewith (including such additional Indebtedness);
(b)    any condition to such Acquisition and/or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents shall be true and correct at the time of such Acquisition or the incurrence of such Indebtedness may, if agreed to by the lenders providing such Indebtedness, be limited by customary “SunGard” or other customary applicable “certain funds” conditionality provisions, so long as all such representations and warranties in this Agreement and the other Loan Documents are true and correct at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition agreement governing such Acquisition;
(c)    any financial ratio test or condition, may upon the written election of the Company delivered to the Administrative Agent prior to the execution of the definitive agreement for such Acquisition, be tested either (i) upon the execution of the definitive agreement with respect to such Limited Conditionality Acquisition or (ii) upon the consummation of the Limited Conditionality Acquisition and related incurrence of Indebtedness, in each case, after giving effect to the relevant Limited Conditionality Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis; provided that the failure to deliver a notice under this Section 1.12(c) prior to the date of execution of the definitive agreement for such Limited Conditionality Acquisition shall be deemed an election to test the applicable financial ratio under subclause (ii) of this Section 1.12(c); and
(d)    if the Company has made an election with respect to any Limited Conditionality Acquisition to test a financial ratio test or condition at the time specified in clause (c)(i) of this Section, then in connection with any subsequent calculation of any ratio (other than the financial covenants tested pursuant to Section 7.06) or basket on or following the relevant date of execution of the definitive agreement with respect to such Limited Conditionality Acquisition and prior to the earlier of (i) the date on which such Limited Conditionality Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Conditionality Acquisition is terminated or expires without consummation of such Limited Conditionality Acquisition, any such ratio (other than the financial covenants tested pursuant to Section 7.06) or basket shall be required to be satisfied (x) on a Pro Forma Basis assuming such Limited

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Conditionality Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have been consummated and (y) assuming such Limited Conditionality Acquisition and other transactions in connection therewith (including the incurrence or assumption of Indebtedness) have not been consummated.
The foregoing provisions shall apply with similar effect during the pendency of multiple Limited Conditionality Acquisitions such that each of the possible scenarios is separately tested. Notwithstanding anything to the contrary herein, in no event shall there be more than two Limited Conditionality Acquisitions at any time outstanding.
ARTICLE II   THE COMMITMENTS AND CREDIT EXTENSIONS
2.01    The Loans.
(a)    USD Term Borrowings.   Subject to the terms and conditions set forth herein, each USD Term Lender severally agrees to make a single loan to the Company in Dollars, on any Business Day during the Term Availability Period, in an amount not to exceed such USD Term Lender’s USD Term Commitment. The USD Term Borrowing shall consist of USD Term Loans made simultaneously by the USD Term Lenders in accordance with their respective Applicable Percentage of the USD Term Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. USD Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
(b)    Revolving Credit Borrowings.   Subject to the terms and conditions set forth herein each Revolving Credit Lender agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Company or a Designated Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Revolving Credit Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment and (iii) the aggregate Outstanding Amount of all Revolving Credit Loans and Bid Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b), prepay under Section 2.06, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
(c)    EUR Term Borrowings.   Subject to the terms and conditions set forth herein, each EUR Term Lender severally agrees to make a single loan to the Company in Euros, on any Business Day during the Term Availability Period, in an amount not to exceed such EUR Term Lender’s EUR Term Commitment. The EUR Term Borrowing shall consist of EUR Term Loans made simultaneously by the EUR Term Lenders in accordance with their respective Applicable Percentage of the EUR Term Facility. Amounts borrowed under this Section 2.01(c) and repaid or prepaid may not be reborrowed. EUR Term Loans shall be Eurocurrency Rate Loans.

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2.02    Borrowings, Conversions and Continuations of Loans.
(a)    Each USD Term Borrowing, each Revolving Credit Borrowing, each EUR Term Borrowing, each conversion of USD Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone or (B) a Loan Notice, provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 12:00 noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Loans. Except as provided in Section 2.04, each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 (or, in the case of the EUR Term Facility, €5,000,000) or a whole multiple of $1,000,000 (or, in the case of the EUR Term Facility, €1,000,000) in excess thereof. Except as provided in Sections 2.03(c) and 2.05(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice shall specify (i) whether the Company is requesting a USD Term Borrowing, a Revolving Credit Borrowing, a EUR Term Borrowing, a conversion of USD Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing USD Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Revolving Credit Loans to be borrowed, and (vii) if applicable, the Designated Borrower; provided, however, that if as of the date of any Loan Notice requesting a Revolving Credit Borrowing, there are Swing Line Loans outstanding, the Company shall be deemed to have requested that a portion of the requested Revolving Credit Loans in a principal amount equal to the outstanding principal amount of such Swing Line Loans be denominated in Dollars. If the Company fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Company fails to specify a Type of USD Term Loan or Revolving Credit Loan in a Loan Notice or if the Company fails to give a timely notice requesting a conversion or continuation, then the applicable USD Term Loan or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Revolving Credit Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Company requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Credit Loan may be converted into or continued as a Revolving Credit Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Credit Loan and reborrowed in the other currency.

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(b)    Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable USD Term Loans, Revolving Credit Loans or EUR Term Loans, and if no timely notice of a conversion or continuation is provided by the Company, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Revolving Credit Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a USD Term Borrowing, a Revolving Credit Borrowing or a EUR Term Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 2:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Company or such other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Company; provided, however, that if, on the date the Loan Notice with respect to such Revolving Credit Borrowing is given by the Company there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any L/C Borrowings, second, to the payment in full of any Swing Line Loans, and third, to the Borrowers as provided above.
(c)    Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders; provided, however, that without the consent of the Required Lenders any Eurocurrency Rate Loans denominated in an Alternative Currency may be continued only for a one month Interest Period at any time that a Default has occurred and is continuing and no Event of Default has occurred and is continuing. At any time that an Event of Default has occurred and is continuing, the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Revolving Credit Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.
(d)    The Administrative Agent shall promptly notify the Company and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Revolving Credit Loans upon determination of such interest rate.
(e)    After giving effect to all USD Term Borrowings, all conversions of USD Term Loans from one Type to the other, and all continuations of USD Term Loans as the same Type, there shall not be more than five Interest Periods in effect in respect of the USD Term Facility. After giving effect to all EUR Term Borrowings and all continuations of EUR Term Loans, there shall not be more than five Interest Periods in effect in respect of the EUR Term Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than five Interest Periods in effect with respect of the Revolving Credit Facility.

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2.03    Letters of Credit.
(a)    General.   Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, the L/C Issuer agrees, in reliance on the agreements of the Revolving Credit Lenders set forth in this Section, (1) to issue, at any time and from time to time during the Revolving Credit Availability Period, Letters of Credit denominated in Dollars for the account of the Company or any of its Subsidiaries in such form as is acceptable to the Administrative Agent and the L/C Issuer in its reasonable determination and (2) to honor drawings under the Letters of Credit. Letters of Credit issued hereunder shall constitute utilization of the Revolving Credit Commitments. Subject to the foregoing, the Company’s or any Subsidiary’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Company may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(b)    Notice of Issuance, Amendment, Extension, Reinstatement or Renewal.   To request the issuance of a Letter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions, extension of the expiration date, or reinstatement of amounts paid, or renewal of an outstanding Letter of Credit), the Company shall deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Issuer) to the L/C Issuer and to the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended, reinstated or renewed, and specifying the date of issuance, amendment, extension, reinstatement or renewal (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with clause (d) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of the requested Letter of Credit and such other information as shall be necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested by the L/C Issuer, the Company also shall submit a letter of credit application and reimbursement agreement on the L/C Issuer’s standard form in connection with any request for a Letter of Credit. 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 and reimbursement agreement or other agreement submitted by the Company to, or entered into by the Company with, the L/C Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
(c)    Limitations on Amounts, Issuance and Amendment.   A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (i) the aggregate amount of the outstanding Letters of Credit issued by the L/C Issuer shall not exceed its L/C Commitment, (ii) the aggregate L/C Obligations shall not exceed the Letter of Credit Sublimit, (iii) the Revolving Credit Exposure of any Lender shall not exceed its Revolving Credit Commitment and (iv) the total Revolving Credit Exposures shall not exceed the total Revolving Credit Commitments.
(i)    The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

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(A)    any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;
(B)    the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(C)    except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000;
(D)    except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars; or
(E)    any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Company or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(ii)    The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(d)    Expiration Date.   Each Letter of Credit shall have a stated expiration date no later than the earlier of (i) the date twelve months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic or by amendment, twelve months after the then current expiration date of such Letter of Credit) and (ii) the date that is five Business Days prior to the Maturity Date.
(e)    Participations.   By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), and without any further action on the part of the L/C Issuer or the Revolving Credit Lenders, the L/C Issuer hereby grants to each Revolving Credit Lender, and each Revolving Credit Lender hereby acquires from the L/C Issuer, a participation in such Letter of Credit equal to such Revolving Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Revolving Credit Lender acknowledges and agrees

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that its obligation to acquire participations pursuant to this clause in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments.
In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely, unconditionally and irrevocably agrees to pay to the Administrative Agent, for account of the L/C Issuer, such Revolving Credit Lender’s Applicable Percentage of each L/C Disbursement made by the L/C Issuer not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the Revolving Credit Lenders pursuant to Section 2.03(f) until such L/C Disbursement is reimbursed by the Company or at any time after any reimbursement payment is required to be refunded to the Company for any reason, including after the Maturity Date. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to Loans made by such Revolving Credit Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the L/C Issuer the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to Section 2.03(f), the Administrative Agent shall distribute such payment to the L/C Issuer or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse the L/C Issuer, then to such Lenders and the L/C Issuer as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse the L/C Issuer for any L/C Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such L/C Disbursement.
Each Revolving Credit Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Revolving Credit Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Lender's Commitment is amended pursuant to the operation of Section 2.16 or 2.19, as a result of an assignment in accordance with Section 11.07 or otherwise pursuant to this Agreement.
(f)    Reimbursement.   If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Company shall reimburse the L/C Issuer in respect of such L/C Disbursement. The Company shall reimburse the L/C Issuer by paying to the Administrative Agent an amount equal to such L/C Disbursement not later than 12:00 noon on (i) the Business Day that the Company receives notice of such L/C Disbursement, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, provided that, if such L/C Disbursement is not less than $1,000,000, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.05 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans or Swing Line Loan. If the Company fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable L/C Disbursement, the payment then due from the Company in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof. In such event, the Company shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the date of payment by the L/C Issuer under a Letter of Credit in an amount equal to the Unreimbursed

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Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Revolving Credit Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(g)    Obligations Absolute.   The Company’s obligation to reimburse L/C Disbursements as provided in clause (f) 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 this Agreement, any other Loan Document or any Letter of Credit, or any term or provision herein or therein;
(ii)    the existence of any claim, counterclaim, setoff, defense or other right that the Company or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(iii)    any draft, demand, certificate or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement in such draft or other document being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv)    waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Company or any waiver by the L/C Issuer which does not in fact materially prejudice the Company;
(v)    honor of a demand for payment presented electronically even if such Letter of Credit required that demand be in the form of a draft;
(vi)    any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;
(vii)    payment by the L/C Issuer under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

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(viii)    any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder.
The Company shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Company’s instructions or other irregularity, the Company will immediately notify the L/C Issuer. The Company shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.
None of the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the L/C Issuer 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, any error in translation or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Company to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company to the extent permitted by Applicable Law) suffered by the Company that are caused by the L/C Issuer’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 L/C Issuer (as finally determined by a court of competent jurisdiction), the L/C Issuer shall be deemed to have exercised care in each such determination, and that:
(i)    the L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation;
(ii)    the L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit;
(iii)    the L/C Issuer shall have the right, in its reasonable discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and
(iv)    this sentence shall establish the standard of care to be exercised by the L/C Issuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law, any standard of care inconsistent with the foregoing).

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Without limiting the foregoing, none of the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) the L/C Issuer declining to take-up documents and make payment (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following the Company’s waiver of discrepancies with respect to such documents or request for honor of such documents or (iii) the L/C Issuer retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to the L/C Issuer.
(h)    Applicability of ISP and UCP.   Unless otherwise expressly agreed by the L/C Issuer and the Company when a Letter of Credit is issued by it, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Company for, and the L/C Issuer’s rights and remedies against the Company shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.
(i)    The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
(i)    Letter of Credit Fees.   The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance, subject to Section 2.18, with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each standby Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

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(j)    Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.   The Company shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each standby Letter of Credit, at the rate per annum equal to the percentage separately agreed upon between the Company and the L/C Issuer, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.10. In addition, the Company shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
(k)    Disbursement Procedures.   The L/C Issuer for any Letter of Credit shall, within the time allowed by applicable Laws or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. The L/C Issuer shall promptly after such examination notify the Administrative Agent and the Company in writing of such demand for payment if the L/C Issuer has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Company of its obligation to reimburse the L/C Issuer and the Lenders with respect to any such L/C Disbursement.
(l)    Interim Interest.   If the L/C Issuer for any Letter of Credit shall make any L/C Disbursement, then, unless the Company shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Company reimburses such L/C Disbursement, at the rate per annum then applicable to Base Rate Loans; provided that if the Company fails to reimburse such L/C Disbursement when due pursuant to clause (f) of this Section, then Section 2.09(b) shall apply. Interest accrued pursuant to this clause shall be for account of the L/C Issuer, except that interest accrued on and after the date of payment by any Lender pursuant to clause (f) of this Section to reimburse the L/C Issuer shall be for account of such Lender to the extent of such payment.
(m)    Replacement of the L/C Issuer.   The L/C Issuer may be replaced at any time by written agreement between the Company, the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of the L/C Issuer. At the time any such replacement shall become effective, the Company shall pay all unpaid fees accrued for the account of the replaced L/C Issuer pursuant to Section 2.03(j). From and after the effective date of any such replacement, (i) the successor L/C Issuer shall have all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to include such successor or any previous L/C Issuer, or such successor and all previous L/C Issuer, as the context shall require. After the replacement of the L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer 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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(n)    Cash Collateralization.   If any Event of Default shall occur and be continuing, on the Business Day that the Company receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Credit Lenders with L/C Obligations representing at least 66-2/3% of the total L/C Obligations) demanding the deposit of Cash Collateral pursuant to this clause, the Company shall immediately deposit into an account established and maintained on the books and records of the Administrative Agent (the “Collateral Account”) an amount in cash equal to 105% of the total L/C Obligations 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 Company described in clause (f) of Section 8.01. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Company under this Agreement. In addition, and without limiting the foregoing or clause (d) of this Section, if any L/C Obligations remain outstanding after the expiration date specified in said clause (d), the Company shall immediately deposit into the Collateral Account an amount in cash equal to 105% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon.
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral 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 Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in the Collateral Account shall be applied by the Administrative Agent to reimburse the L/C Issuer for L/C Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Company for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with L/C Obligations representing 66-2/3% of the total L/C Obligations), be applied to satisfy other obligations of the Company under this Agreement. If the Company 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 Company within three Business Days after all Events of Default have been cured or waived.
(o)    Letters of Credit Issued for Subsidiaries.   Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Company shall be obligated to reimburse, indemnify and compensate the L/C Issuer hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issues solely for the account of the Company. The Company irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit, other than a defense of payment and performance. The Company hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Subsidiaries.
(p)    Conflict with Issuer Documents.   In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

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2.04    Bid Loans.
(a)    General.   Subject to the terms and conditions set forth herein, each Lender agrees that the Company may from time to time request the Lenders to submit offers to make loans (each such loan, a “Bid Loan”) to the Company or a Designated Borrower in Dollars, in one or more Alternative Currencies or in one or more Requested Currencies prior to the Maturity Date pursuant to this Section 2.04; provided, however, that after giving effect to any Bid Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, (ii) the aggregate Outstanding Amount of all Bid Loans shall not exceed the Bid Loan Sublimit, (iii) the aggregate Outstanding Amount of all Bid Loans denominated in a Requested Currency shall not exceed the Bid Loan Requested Currency Sublimit and (iv) the aggregate Outstanding Amount of Loans denominated in an Alternative Currency shall not exceed the Alternative Currency Sublimit. There shall not be more than five different Interest Periods in effect with respect to Bid Loans at any time.
(b)    Requesting Competitive Bids.   The Company may request the submission of Competitive Bids by delivering a Bid Request to the Administrative Agent not later than 12:00 noon (i) one Business Day prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, or (ii) five Business Days prior to the requested date of any Bid Borrowing that is to consist of Eurocurrency Margin Bid Loans. Each Bid Request shall specify (i) the requested date of the Bid Borrowing (which shall be a Business Day), (ii) the aggregate principal amount of Bid Loans requested, (iii) the Type of Bid Loans requested, (iv) the currency of the requested Bid Loans, (v) if applicable, the Designated Borrower requesting such Bid Loans, (vi) the account of the Company or the applicable Designated Borrower to which such Bid Loan should be funded, and (vii) the duration of the Interest Period with respect thereto, and shall be signed by a Responsible Officer of the Company and, if applicable, the Designated Borrower requesting such Bid Loans. Each Bid Borrowing that is to consist of Absolute Rate Loans may only be denominated in Dollars. No Bid Request shall contain a request for (i) more than one Type of Bid Loan or (ii) Bid Loans having more than three different Interest Periods. Unless the Administrative Agent otherwise agrees in its sole and absolute discretion, the Company may not submit a Bid Request if it has submitted another Bid Request within the prior five Business Days.
(c)    Submitting Competitive Bids.
(i)    The Administrative Agent shall promptly notify each Lender of each Bid Request received by it from the Company and the contents of such Bid Request.
(ii)    Each Lender may (but shall have no obligation to) submit a Competitive Bid containing an offer to make one or more Bid Loans in response to such Bid Request. Such Competitive Bid must be delivered to the Administrative Agent not later than 10:30 a.m. (A) on the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, and (B) four Business Days prior to the requested date of any Bid Borrowing that is to consist of Eurocurrency Margin Bid Loans; provided, however, that any Competitive Bid submitted by Bank of America in its capacity as a Lender in response to any Bid Request must be submitted to the Administrative Agent not later than 10:15 a.m. on the date on which Competitive Bids are required to be delivered by the other Lenders in response to such Bid Request. Each Competitive Bid shall specify (1) the proposed date of the Bid Borrowing; (2) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or

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less than the Commitment of the bidding Lender, and (y) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (3) if the proposed Bid Borrowing is to consist of Absolute Rate Bid Loans, the Absolute Rate offered for each such Bid Loan and the Interest Period applicable thereto; (4) if the proposed Bid Borrowing is to consist of Eurocurrency Margin Bid Loans, the Eurocurrency Bid Margin with respect to each such Eurocurrency Margin Bid Loan and the Interest Period applicable thereto; (5) the identity of the bidding Lender; (6) the account of such Lender to which payments of principal and interest in respect of such Bid Loan are to be paid, and (7) if applicable, the Applicable Time for borrowing and payment of such Bid Loan.
(iii)    Any Competitive Bid shall be disregarded if it (A) is received after the applicable time specified in clause (ii) above, (B) is not substantially in the form of a Competitive Bid as specified herein, (C) contains qualifying, conditional or similar language, (D) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (E) is otherwise not responsive to such Bid Request. Any Lender may correct a Competitive Bid containing a manifest error by submitting a corrected Competitive Bid (identified as such) not later than the applicable time required for submission of Competitive Bids. Any such submission of a corrected Competitive Bid shall constitute a revocation of the Competitive Bid that contained the manifest error. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid.
(iv)    Subject only to the provisions of Sections 3.02, 3.03 and 4.02 and clause (iii) above, each Competitive Bid shall be irrevocable.
(d)    Notice to Company of Competitive Bids.   Not later than 11:00 a.m. (i) on the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, or (ii) four Business Days prior to the requested date of any Bid Borrowing that is to consist of Eurocurrency Margin Bid Loans, the Administrative Agent shall notify the Company of the identity of each Lender that has submitted a Competitive Bid that complies with Section 2.04(c) and of the terms of the offers contained in each such Competitive Bid.
(e)    Acceptance of Competitive Bids.   Not later than 11:30 a.m. (i) on the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, and (ii) four Business Days prior to the requested date of any Bid Borrowing that is to consist of Eurocurrency Margin Bid Loans, the Company shall notify the Administrative Agent of its acceptance or rejection of the offers notified to it pursuant to Section 2.04(d) on behalf of itself or any applicable Designated Borrower. The Company shall be under no obligation to accept any Competitive Bid and may choose to reject all Competitive Bids. In the case of acceptance, such notice shall be in writing and shall specify the aggregate principal amount of Competitive Bids for each Interest Period that is accepted. The Company may accept any Competitive Bid in whole or in part; provided that:
(i)    the aggregate principal amount of each Bid Borrowing may not exceed the applicable amount set forth in the related Bid Request;
(ii)    the acceptance of offers may be made only on the basis of ascending Absolute Rates or Eurocurrency Bid Margins within each Interest Period; and

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(iii)    the Company may not accept any offer that is described in Section 2.04(c)(iii) or that otherwise fails to comply with the requirements hereof.
(f)    Procedure for Identical Bids.   If two or more Lenders have submitted Competitive Bids at the same Absolute Rate or Eurocurrency Bid Margin, as the case may be, for the same Interest Period, and the result of accepting all of such Competitive Bids in whole (together with any other Competitive Bids at lower Absolute Rates or Eurocurrency Bid Margins, as the case may be, accepted for such Interest Period in conformity with the requirements of Section 2.04(e)(iii)) would be to cause the aggregate outstanding principal amount of the applicable Bid Borrowing to exceed the amount specified therefor in the related Bid Request, then, unless otherwise agreed by the Company, the Administrative Agent and such Lenders, such Competitive Bids shall be accepted as nearly as possible in proportion to the amount offered by each such Lender in respect of such Interest Period.
(g)    Notice to Lenders of Acceptance or Rejection of Bids.   The Administrative Agent shall promptly notify each Lender having submitted a Competitive Bid whether or not its offer has been accepted and, if its offer has been accepted, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the applicable Bid Borrowing. Any Competitive Bid or portion thereof that is not accepted by the Company by the applicable time specified in Section 2.04(e) shall be deemed rejected.
(h)    Notice of Eurocurrency Rate.   If any Bid Borrowing is to consist of Eurocurrency Margin Loans, the Administrative Agent shall determine the Eurocurrency Rate for the relevant Interest Period, and promptly after making such determination, shall notify the Company and the Lenders that will be participating in such Bid Borrowing of such Eurocurrency Rate.
(i)    Funding of Bid Loans.   Each Lender that has received (A) notice pursuant to Section 2.04(g) that all or a portion of its Competitive Bid has been accepted by the Company and (B) notice from the Administrative Agent that the conditions set forth in Section 4.02 have been satisfied, shall make the amount of its Bid Loan(s) available directly to the applicable Borrower in immediately available funds at such account as set forth in the related Bid Request not later than 1:00 p.m., in the case of Bid Loans denominated in Dollars, or the Applicable Time, in the case of Bid Loans denominated in an Alternative Currency or a Requested Currency, on the date of the requested Bid Borrowing.
(j)    Payment of Bid Loans.   Each Borrower which has received a Bid Loan from a Lender shall make all payments of principal and interest in respect of such Bid Loan directly to such Lender as provided in Section 2.13(a)(v).
(k)    Notice of Range of Bids.   After each Competitive Bid auction pursuant to this Section 2.04, the Administrative Agent shall notify each Lender that submitted a Competitive Bid in such auction of the ranges of bids submitted (without the bidder’s name) and accepted for each Bid Loan and the aggregate amount of each Bid Borrowing.
2.05    Swing Line Loans.
(a)    The Swing Line.   Subject to the terms and conditions set forth herein, the Swing Line Lender shall make loans in Dollars (each such loan, a “Swing Line Loan”) to the Company from time to time on any Business Day during the Revolving Credit Availability Period in an aggregate amount not to exceed at any time the Swing Line Sublimit; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and

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(ii) the Revolving Credit Exposure of any Revolving Credit Lender shall not exceed such Lender’s Revolving Credit Commitment, (y) that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.05, prepay under Section 2.06, and reborrow under this Section 2.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.
(b)    Borrowing Procedures.   Each Swing Line Borrowing shall be made only upon the Company’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.05(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the applicable Swing Line Loan available to the Company at its office by (1) crediting the account of the Company on the books of the Swing Line Lender in Same Day Funds or (2) wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender by the Company.
(c)    Refinancing of Swing Line Loans.
(i)    The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Company with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage

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of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Revolving Credit Loan Notice, whereupon, subject to Section 2.05(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.
(ii)    If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.05(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation.
(iii)    If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the Swing Line Lender shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
(iv)    Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.05(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Company to repay Swing Line Loans, together with interest as provided herein.
(d)    Repayment of Participations.
(i)    At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of

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such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.
(ii)    If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e)    Interest for Account of the Swing Line Lender.   The Swing Line Lender shall be responsible for invoicing the Company for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.05 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender.
(f)    Payments Directly to Swing Line Lender.   The Company shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.
2.06    Prepayments.   (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans in Alternative Currencies shall be in a minimum principal amount of $5,000,000 (or, in the case of the EUR Term Facility, €5,000,000) or a whole multiple of $1,000,000 (or, in the case of the EUR Term Facility, €1,000,000) in excess thereof; (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (v) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall

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be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.06(a) shall be applied to the outstanding principal amount under the relevant Facility as directed by the Company (or, in the absence of specification, ratably between the USD Term Facility and the EUR Term Facility), and subject to Section 2.18, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facility. Subject to Section 2.18, each such prepayment of Revolving Credit Loans shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentage.
(b)    No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender.
(c)    The Company may, upon notice to Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(d)    If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.
(e)    If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.
2.07    Termination or Reduction of Commitments.
(a)    Optional.   The Company may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the

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Revolving Credit Facility; (iv) if, after giving effect to any reduction of the Revolving Credit Facility, the Swing Line Sublimit, the Letter of Credit Sublimit, the Bid Loan Sublimit or the Bid Loan Requested Currency Sublimit exceeds the amount of the Revolving Credit Facility, the Swing Line Sublimit, the Letter of Credit Sublimit, the Bid Loan Sublimit or the Bid Loan Requested Currency Sublimit, as the case may be, shall be automatically reduced by the amount of such excess; and (v) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.07. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.
(b)    Mandatory.
(i)    The aggregate USD Term Commitments shall be automatically and permanently reduced to zero after the end of the Term Availability Period.
(ii)    The aggregate EUR Term Commitments shall be automatically and permanently reduced to zero after the end of the Term Availability Period.
(iii)    If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.07, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.
2.08    Repayment of Loans.  (a)  Each Borrower shall repay to the Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of Revolving Credit Loans made to such Borrower outstanding on such date.
(b)    Each Borrower shall repay each Bid Loan made to such Borrower on the last day of the Interest Period in respect thereof.
(c)    The Company shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date. Swing Line Loans outstanding on the date of a Revolving Credit Borrowing shall also be repaid with the proceeds of such borrowing as provided in Section 2.02(b).
(d)    The Company shall repay to the USD Term Lenders on the Maturity Date for the USD Term Facility the aggregate principal amount of all USD Term Loans outstanding on such date.
(e)    The Company shall repay to the EUR Term Lenders on the Maturity Date for the EUR Term Facility the aggregate principal amount of all EUR Term Loans outstanding on such date.
2.09    Interest.  (a)  Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable

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Rate; (iii) each Bid Loan shall bear interest on the outstanding principal amount thereof for the Interest Period therefor at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus (or minus) the Eurocurrency Bid Margin, or at the Absolute Rate for such Interest Period, as the case may be; and (iv) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Credit Facility.
(b)    If any amount payable by any Borrower under any Loan Document is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such overdue amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws. Furthermore, upon the request of the Required Lenders, while any other Event of Default exists, each Borrower shall pay interest on the principal amount of all outstanding Obligations at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c)    Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. On each Interest Payment Date for a Base Rate Loan, interest accrued on such Loan to but excluding such Interest Payment Date shall be due and payable. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
2.10    Fees.
(a)    Facility Fee.   The Company shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage (subject to Section 2.18 with respect to any Defaulting Lender), a facility fee in Dollars equal to the Applicable Rate times the actual daily amount of the Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the Outstanding Amount of all Revolving Credit Loans, Letters of Credit and Swing Line Loans), regardless of usage. The facility fee shall accrue at all times during the Revolving Credit Availability Period (and thereafter so long as any Revolving Credit Loans, Letters of Credit or Swing Line Loans remain outstanding), including at any time during which one or more of the conditions in Article IV is not met. The facility fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand). On each such payment date all facility fees which have accrued to but excluding any such payment date shall be due and payable. The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
(b)    Other Fees.   (i)   The Company shall pay to the Arrangers and the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the Fee Letter or otherwise separately agreed in writing. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever; provided, however, that such fees in respect of each Bid Request

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shall be fully earned and accrue upon the delivery of such Bid Request by the Company pursuant to Section 2.04(b).
(ii)    The Company shall pay to the Lenders, in Dollars, such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
2.11    Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.
(a)    All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Revolving Credit Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.13(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. With respect to all Non-LIBOR Quoted Currencies, the calculation of the applicable interest rate shall be determined in accordance with market practice.
(b)    If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for the applicable period, the Company shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This clause (b) shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.03(f), 2.03(j) or 2.09(b) or under Article VIII. The Company’s obligations under this subsection shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder for a period of two years from the date of such termination.
2.12    Evidence of Debt.  (a)  The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of

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such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender to a Borrower made through the Administrative Agent, such Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans to such Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.
(b)    In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
2.13    Payments Generally.  (a)  (i)  All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. (ii) Except as otherwise expressly provided herein and except with respect to principal of and interest on Bid Loans and any Revolving Credit Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. (iii) Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Revolving Credit Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. (iv) All payments received by the Administrative Agent (A) after 2:00 p.m., in the case of payments in Dollars, or (B) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (v) All payments by each Borrower hereunder with respect to principal and interest on any Bid Loans made by a Lender shall be made directly to such Lender at the account of such Lender specified in such Lender’s Competitive Bid in Same Day Funds not later than 2:00 p.m., in the case of payments in Dollars, or the Applicable Time specified by such Lender in its Competitive Bid, in the case of payments in an Alternative Currency or a Requested Currency, on the dates specified herein. All payments received by any such Lender (A) after 2:00 pm, in the case of payments in Dollars, or (B) after the Applicable Time specified by such Lender, in the case of payments in an Alternative Currency or a Requested Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Each such Lender which receives any such

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payment in respect of principal or interest on any Bid Loan shall promptly provide a written receipt thereof to both the Company and the Administrative Agent.
(b)    If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(c)    Unless any Borrower or any Lender has notified the Administrative Agent, prior to the time any payment is required to be made by it to the Administrative Agent hereunder, that such Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:
(i)    if any Borrower failed to make such payment, each Lender or the L/C Issuer, as the case may be, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or L/C Issuer, as the case may be, in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender or the L/C Issuer, as the case may be, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and
(ii)    if any Lender or the L/C Issuer failed to make such payment, such Lender or L/C Issuer, as the case may be, shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to a Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. If any Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Revolving Credit Loan or Bid Loan, as the case may be, included in the applicable Borrowing. If such Lender or L/C Issuer does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the applicable Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender or the L/C Issuer from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or any Borrower may have against any Lender or the L/C Issuer as a result of any default by such Lender or L/C Issuer, as the case may be, hereunder.
A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.
(d)    If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms

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hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(e)    The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Revolving Credit Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Revolving Credit Loan or purchase its participation.
(f)    Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
2.14    Sharing of Payments.   If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Revolving Credit Loans made by it, or the participations in Letters of Credit or Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Revolving Credit Loans made by them and/or such subparticipations in the participations in Letters of Credit or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Revolving Credit Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, without interest thereon. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Loans, Letters of Credit or Swing Line Loans to any assignee or participant, other than an assignment to the Company or any Affiliate thereof (as to which the provisions of this Section shall apply).
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may

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exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
2.15    Designated Borrowers.  (a)  The Company may at any time after the Closing Date, upon not less than 15 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), designate any Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Revolving Credit Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit F (a “Designated Borrower Request and Assumption Agreement”). The Administrative Agent shall provide each Lender with a copy of each Designated Borrower Request and Assumption Agreement promptly upon receipt thereof. The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent shall have received (i) such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent in its sole reasonable discretion (including, without, limitation, (A) documentation and information to evaluate any withholding tax or regulatory matters under Applicable Laws as may arise in respect of any Revolving Credit Loans made to such Applicant Borrower and the manner in which Eurocurrency Rate Revolving Credit Loans may be made available to such Applicant Borrower and (B) such other reasonable documentation and information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Act and the Beneficial Ownership Regulation, to the extent reasonably requested by any Lender through the Administrative Agent) and (ii) Notes signed by such Applicant Borrower to the extent any Lender so requires. Promptly following receipt of all such requested documents and information from an Applicant Borrower, the Administrative Agent shall send a notice in substantially the form of Exhibit G (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof. Upon the effective date specified in a Designated Borrower Notice, the Designated Borrower designated therein may request Revolving Credit Loans hereunder and request Bid Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice may be submitted by or on behalf of such Designated Borrower until the Business Day following such effective date. If an Applicant Borrower is unable to provide the documentation or other information requested by the Administrative Agent as a condition to such Applicant Borrower being entitled to request Revolving Credit Loans hereunder, then subject to the satisfaction of the other conditions set forth in this Section 2.15(a) with respect to such Applicant Borrower in the sole reasonable discretion of the Administrative Agent, with the consent of the Administrative Agent (but without any consent of any Lenders), any such Applicant Borrower shall nonetheless be entitled to request Bid Loans as a Borrower hereunder, but notwithstanding anything contrary contained in this Agreement such Applicant Borrower shall not be entitled to receive any Revolving Credit Loans and shall not be a Borrower with respect to Revolving Credit Loans (and the Designated Borrower Notice for such Applicant Borrower shall so indicate).
(b)    The Obligations of the Company and each Designated Borrower that is a Domestic Subsidiary shall be joint and several in nature. The Obligations of each Designated Borrower which is a

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Foreign Subsidiary shall be several in nature, and each such Foreign Subsidiary shall be liable solely for the Obligations directly incurred by it as a Designated Borrower hereunder. The Obligations of each Designated Borrower shall be guaranteed by the Company pursuant to the Company Guaranty.
(c)    Each Subsidiary of the Company that becomes a “Designated Borrower” pursuant to this Section 2.15 hereby irrevocably appoints the Company as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Revolving Credit Loans made by the Lenders, to any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Company, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Company in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower.
(d)    Any Lender may, with notice to the Administrative Agent and the Company pursuant to Section 11.07(i), fulfill its Commitment hereunder in respect of any Revolving Credit Loans requested to be made by such Lender to a Designated Borrower not organized under the laws of the United States or any State thereof (each a “Foreign Designated Borrower”), by causing an Affiliate of such Lender to act for such Lender to make such Revolving Credit Loans to such Designated Borrower in the place and stead of such Lender as provided in Section 11.07(i). Each Foreign Designated Borrower may only request Revolving Credit Loans which are Eurocurrency Rate Revolving Credit Loans.
(e)    If any Lender determines that it would be unlawful under Applicable Law, or that any Governmental Authority has asserted that it is unlawful, for such Lender to make, maintain or fund Revolving Credit Loans to an Applicant Borrower, then such Lender may deliver written notice of such determination not later than 10 Business Days following receipt by such Lender of the applicable Designated Borrower Request and Assumption Agreement for such Applicant Borrower pursuant to Section 2.15(a), which notice shall describe in reasonable detail the Law or assertion of a Governmental Authority giving rise to such impediment. The Company shall have the right to replace any Lender delivering such a notice as provided in Section 11.16. Following delivery of such notice by a Lender with respect to an Applicant Borrower the Administrative Agent shall not deliver a Designated Borrower Notice confirming such Applicant Borrower as a Designated Borrower which is permitted to request Revolving Credit Loans hereunder unless and until such Lender has been replaced pursuant to Section 11.16. Notwithstanding any such notice, this Section 2.15(e) shall not limit the Administrative Agent’s authority to deliver a Designated Borrower Notice confirming an Applicant Borrower as a Designated Borrower which is permitted to request Bid Loans hereunder.
(f)    The Company may from time to time, upon not less than 5 Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no outstanding Revolving Credit Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Revolving Credit Loans made to it, as of the effective date of such termination; provided that any such termination shall not release such Designated Borrower from

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any obligations that arose prior to such termination. The Administrative Agent will promptly notify the Company and the Lenders of any such termination of a Designated Borrower.
2.16    Increase in Revolving Credit Commitments.  (a)  Request for Increase.   Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Company may from time to time, request an increase in the Revolving Credit Facility by an amount (for all such requests) not exceeding $200,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $40,000,000, and (ii) the Company may make a maximum of five such requests. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders). No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments under this Section 2.16.
(b)    Lender Elections to Increase.   Each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees, in its sole and absolute discretion, to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment.
(c)    Notification by Administrative Agent; Additional Lenders.   The Administrative Agent shall notify the Company and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of the Administrative Agent and the Swing Line Lender (which approvals shall not be unreasonably withheld), the Company may also invite additional Eligible Assignees to become Revolving Credit Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(d)    Effective Date and Allocations.   If the Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date.
(e)    Conditions to Effectiveness of Increase.   As a condition precedent to such increase, (i) the Company shall deliver to the Administrative Agent a certificate with respect to each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolving Credit Lender) signed by a Responsible Officer of the Company (x) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such increase, and (y) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or

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warranty that already is qualified or modified by materiality in the text thereof) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, provided, however, that for these purposes, the reference to Closing Date in the representation and warranty in Section 5.06(b) shall be deemed to be a reference to the Increase Effective Date, (B)  no Default or Event of Default exists or would exist after giving effect to such increase and (C) immediately after giving effect to such increase, as of the Increase Effective Date the Company shall be in pro forma compliance (after giving effect to the incurrence of such increase and the use of proceeds thereof) with each of the financial covenants contained in Section 7.06; provided that if such increase is being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements were satisfied in accordance with Section 1.12, and (ii) (x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Increase Effective Date, the Company shall have provided to such Lender, and such Revolving Credit Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Increase Effective Date and (y) at least 2 days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. The Company shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentage arising from any nonratable increase in the Commitments under this Section.
(f)    Conflicting Provisions.   This Section shall supersede any provisions in Section 2.14 or 11.01 to the contrary.
(g)    Revised Applicable Percentages.   If any such increase has become effective, on the Increase Effective Date the Administrative Agent shall notify each Revolving Credit Lender of their revised Applicable Percentage after giving effect to such increase.
2.17    Cash Collateral.
(a)    Obligation to Cash Collateralize.   At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.18(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.
(b)    Grant of Security Interest.   The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, shall grant to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Revolving Credit Lenders, and shall agree to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.17(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrowers

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will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (determined in the case of Cash Collateral provided pursuant to clause (a) above, after giving effect to Section 2.18(a)(iv) and any Cash Collateral provided by the Defaulting Lender). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrowers shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.
(c)    Application.   Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.17 or Sections 2.03, 2.06, 2.18 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.
(d)    Release.   Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.07(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash Collateral; provided, however, the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.
2.18    Defaulting Lenders.
(a)    Adjustments.   Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:
(i)    Waivers and Amendments.   That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.01 and in the definition of “Required Lenders,” “Required Revolving Lenders,” “Required USD Term Lenders” and “Required EUR Term Lenders.”
(ii)    Reallocation of Payments.   Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under any Loan Document (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.09), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or the Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.17; fourth, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such

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Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.17; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.18(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.18(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(iii)    Certain Fees.
(A)    Each Defaulting Lender shall be entitled to receive any facility fee pursuant to Section 2.10(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the Outstanding Amount of the Revolving Credit Loans funded by it (and the Company shall not be required to pay the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender).
(B)    Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.17.
(C)    With respect to any fee payable under Section 2.10(a) or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrowers shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-

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Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer and the Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s or such Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.
(iv)    Reallocation of Applicable Percentage to Reduce Fronting Exposure.   All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentage (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 11.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
(v)    Cash Collateral, Repayment of Swing Line Loans.   If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lender Fronting Exposure and (y) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.17.
(b)    Defaulting Lender Cure.   If the Company, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentage (without giving effect to Section 2.18(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
2.19    Extension of Revolving Credit Facility Maturity Date.
(a)    Requests for Extension.   The Company may, by notice to the Administrative Agent (who shall promptly notify the Revolving Credit Lenders) not earlier than the second anniversary of the Closing Date and not later than 35 days prior to the Maturity Date then in effect hereunder (the “Existing Maturity Date”), make a one-time request that each Revolving Credit Lender extend such Lender’s Maturity Date for an additional one year from the Existing Maturity Date, which such request shall indicate the date by

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which each Revolving Credit Lender shall respond to such request (which shall not be earlier than 30 days after the date the Administrative Agent is notified of such request) (such date, the “Notice Date”) and the date on which such extension shall be effective (which shall not be earlier than 35 days after the date the Administrative Agent is notified of such request, unless otherwise agreed by the Administrative Agent in its sole discretion) (such date, the “Effective Date”).
(b)    Lender Elections to Extend.   Each Revolving Credit Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given on or prior to the Notice Date, advise the Administrative Agent whether or not such Lender agrees to such extension and each Revolving Credit Lender that determines not to so extend its Maturity Date (a “Non‑Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice Date) and any Revolving Credit Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non‑Extending Lender. The election of any Revolving Credit Lender to agree to such extension shall not obligate any other Revolving Credit Lender to so agree.
(c)    Notification by Administrative Agent.   The Administrative Agent shall notify the Company of each Revolving Credit Lender’s determination under this Section promptly, and in any event not more than three Business Days after the Notice Date.
(d)    Additional Commitment Lenders.   The Company shall have the right to replace each Non‑Extending Lender with, and add as “Revolving Credit Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 11.16; provided that each of such Additional Commitment Lenders shall enter into an Assignment and Assumption pursuant to which such Additional Commitment Lender shall, effective as of the Existing Maturity Date, undertake a Revolving Credit Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Credit Commitment shall be in addition to such Lender’s Revolving Credit Commitment hereunder on such date).
(e)    Minimum Extension Requirement.   If (and only if) the total of the Revolving Credit Commitments of the Lenders that have agreed so to extend their Maturity Date (each, an “Extending Lender”) and the additional Revolving Credit Commitments of the Additional Commitment Lenders shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Effective Date, then, effective as of the Effective Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Revolving Credit Lender” for all purposes of this Agreement.
(f)    Conditions to Effectiveness of Extensions.   As a condition precedent to such extension, the Company shall deliver to the Administrative Agent (i) a certificate of each Borrower dated as of the Effective Date signed by a Responsible Officer of such Borrower (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such extension and (y) in the case of the Company, certifying that, before and after giving effect to such extension, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) on and as of the Effective Date, except

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to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 2.19, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists and (ii)(x) upon the reasonable request of any Revolving Credit Lender made at least 3 days prior to the Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Effective Date and (y) at least 2 days prior to the Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Revolving Credit Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. In addition, on the Maturity Date of each Non-Extending Lender, the Borrowers shall prepay any Revolving Credit Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep outstanding Revolving Credit Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date.
(g)    Amendment; Sharing of Payments.   In connection with any extension of the Maturity Date, the Company, the Administrative Agent and each extending Lender may make such amendments to this Agreement as the Administrative Agent determines to be reasonably necessary to evidence the extension.
(h)    Conflicting Provisions.   This Section shall supersede any provisions in Section 2.14 or 11.01 to the contrary.
ARTICLE III   TAXES, YIELD PROTECTION AND ILLEGALITY
3.01    Taxes.
(a)    Any and all payments by the Borrowers to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its overall net income, branch profits taxes, back-up withholding taxes, and franchise or other similar taxes imposed on it, by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized, maintains a lending office or does business (other than doing business solely as a result of entering into this Agreement, performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If any Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), each of the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made,

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(ii) such Borrower shall make such deductions, (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with Applicable Laws, and (iv) to the extent reasonably practicable, within 30 days after the date of such payment, such Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof.
(b)    In addition, each Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made by such Borrower under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).
(c)    If any Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, such Borrower shall also pay to the Administrative Agent or to such Lender, as the case may be, at the time such amount is paid, such additional amount as is necessary such that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional amounts payable under this Section) the Administrative Agent or such Lender receives an amount equal to the sum it would have received if such Taxes or Other Taxes had not been imposed.
(d)    Each Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Lender, (ii) amounts payable under Section 3.01(c) and (iii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto. Payment under this subsection (d) shall be made within 30 days after the date the Lender or the Administrative Agent makes a written demand therefor, which demand shall be made within 90 days of the date such Lender or the Administrative Agent pays such Taxes or Other Taxes to the relevant Governmental Authority.
(e)    Without limiting the obligations of the Lenders under Section 11.15 regarding delivery of certain forms and documents to establish such Lender’s status for U.S. withholding tax purposes, each Lender agrees promptly to deliver to the Administrative Agent or the Company, as the Administrative Agent or the Company shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such other documents and forms required by any relevant taxing authorities under the Laws of any other jurisdiction, duly executed and completed by such Lender, as are required under such Laws to confirm such Lender’s entitlement to any available exemption from, or reduction of, applicable withholding taxes in respect of all payments to be made to such Lender outside of the U.S. by the Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in such other jurisdiction. Each Lender shall promptly (i) notify the Administrative Agent of any change in circumstances which would modify or render invalid any such claimed exemption or reduction, and (ii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of Applicable Laws of any such jurisdiction that any Borrower make any deduction or withholding for taxes from amounts payable to such Lender. Additionally, each of the Borrowers shall promptly deliver to the Administrative Agent or any Lender, as the Administrative Agent or any Lender shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such

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documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by such Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.
(f)    If and to the extent that any Lender or the Administrative Agent, in its sole discretion (exercised in good faith), determines that it has received or been granted a credit against, relief from, a refund or remission of, or a repayment of, any Taxes or Other Taxes in respect of which it has received additional payments under this Section 3.01, and such credit, refund, relief or remission has been obtained, utilized and fully retained by such Lender or the Administrative Agent on an affiliated group basis, then such Lender or the Administrative Agent shall pay to the Borrowers an amount which such Lender or the Administrative Agent determines, in its sole discretion (exercised in good faith) will leave it, after the payments, in the same after-tax position as it would have been in had the payments required under this Section 3.01 not been required to be made by the Borrowers; provided however that (i) such Lender or the Administrative Agent shall be the sole judge of the amount of such credit, refund, relief or remission and the date on which it is received; (ii) such Lender or the Administrative Agent shall not be obliged to disclose information regarding its tax affairs or tax computations; (iii) nothing in this Section 3.01(f) shall interfere with such Lender’s or the Administrative Agent’s right to manage its tax affairs in whatever manner it sees fit; and (iv) if such Lender or the Administrative Agent shall subsequently determine that it has lost all or a portion of such tax credit, refund, relief or remission, the Borrowers shall promptly remit to such Lender or the Administrative Agent the amount certified by such Lender or the Administrative Agent to be the amount necessary to restore such Lender or the Administrative Agent to the position it would have been in if no payment had been made pursuant to this Section.
(g)    The Borrowers’ obligations to indemnify a Foreign Lender or pay additional amounts to a Foreign Lender under this Section 3.01 are subject to Section 11.15(a)(iii).
(h)    For purposes of determining withholding Taxes imposed under FATCA, from and after the Closing Date, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). Each Lender shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  For purposes of this Section 3.01(h), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(i)    Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

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(j)    For purposes of this Section 3.01, the term “Applicable Law” includes FATCA.
3.02    Illegality.  If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurocurrency Rate, or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the interbank market, then, upon notice thereof by such Lender to the Company (through the Administrative Agent), (a) any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the reasonable and good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.
3.03    Inability to Determine Rates.
(a)    Temporary Inability.
(i)    Except in the case of circumstances described in Section 3.03(b), if in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (A) the Administrative Agent determines that (1) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (2) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan (in each

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case with respect to clause (a)(i)(A) above, “Impacted Loans”), or (B) the Administrative Agent or the Required Lenders determine that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.
(ii)    If the Administrative Agent or any Bid Loan Lender determines that for any reason in connection with any request for a Eurocurrency Margin Bid Loan that (x) deposits (whether in Dollars or an Alternative Currency or a Requested Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Margin Bid Loan, (y) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan (whether denominated in Dollars or an Alternative Currency or a Requested Currency) (in each case with respect to clauses (x) and (y) above, “Impacted Margin Bid Loans”), or (z) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Margin Bid Loan does not adequately and fairly reflect the cost to such Lender of funding such Eurocurrency Margin Bid Loan, the Administrative Agent will promptly so notify the Company and each such Lender. Thereafter, the obligation of such Lenders to make or maintain Eurocurrency Margin Bid Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods) until the Administrative Agent (upon the instruction of such Lenders) revokes such notice. Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of Eurocurrency Margin Bid Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Margin Bid Loans or Interest Periods).
(iii)    Notwithstanding the foregoing, if the Administrative Agent has made the determination described in this Section, the Administrative Agent, in consultation with the Company and the Required Lenders, in the case of Impacted Loans, and in consultation with the Company and the applicable Bid Loan Lender(s), in the case of Impacted Margin Bid Loans, may establish an alternative interest rate for the Impacted Loans and Impacted Margin Bid Loans, respectively, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans and Impacted Margin Bid Loans, as applicable, until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans or Impacted Margin Bid Loans, as applicable, under clauses (a)(i) or (ii) or clauses (b)(i) or (ii) of this Section, as applicable, (2) the

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Administrative Agent or the Required Lenders, in the case of Impacted Loans, or the Administrative Agent or the Bid Loan Lender(s), in the case of Impacted Margin Bid Loans, notify the Administrative Agent and the Company that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans or Impacted Margin Bid Loans, as applicable, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Company written notice thereof.
(b)    Non Temporary Inability.
(i)    Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, including Section 3.03(a) above, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Company) that the Company or the Required Lenders (as applicable) have determined, that:
(A)    adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(B)    the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or
(C)    syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR;
then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Company may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this Section 3.03 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information

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service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
(ii)    If no LIBOR Successor Rate has been determined and the circumstances under clause (b)(i)(A) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Company and each Lender.  Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) if applicable, the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate.  Upon receipt of such notice, the Company may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that and as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.
(iii)    Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.
(iv)    In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes in the discretion of the Administrative Agent and in consultation with the Company will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment, the Administrative Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective.
3.04    Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.  (a)  If any Lender or the L/C Issuer reasonably determines that as a result of any Change in Law, or such Lender’s or L/C Issuer’s compliance therewith, there shall be any increase in the cost to such Lender or the L/C Issuer of agreeing to make or making, converting to, continuing, funding, maintaining or

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participating in Eurocurrency Rate Loans, or a reduction in the amount received or receivable by such Lender or the L/C Issuer in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender or L/C Issuer is organized or has its Lending Office or does business (other than doing business solely as a result of entering into this Agreement, performing any obligations hereunder, receiving any payments hereunder or enforcing any rights hereunder) and (iii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Company shall pay (or cause the applicable Designated Borrower to pay) to such Lender or L/C Issuer such additional amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction; provided, (x) such Lender or L/C Issuer shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender or L/C Issuer has the right under such similar credit facilities to do so) with respect to such Change in Law regarding such increased cost or reduction and (y) that such additional amounts shall not be duplicative of any amounts to the extent otherwise paid by the Company under any other provision of this Agreement (including any reserve requirements included in determining the Eurocurrency Rate).
(b)    If any Lender or L/C Issuer reasonably determines that any Change in Law affecting such Lender or L/C Issuer or any Lending Office of such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s capital or on the capital of such Lender’s or L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or L/C Issuer or the Loans made by, or participations in Swing Line Loans or Letters of Credit held by, such Lender or L/C Issuer to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and the policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy), then from time to time, upon demand of such Lender (with a copy of such demand to the Administrative Agent) the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction suffered; provided, that (x) such Lender or L/C Issuer shall be generally seeking, or intending generally to seek, comparable compensation from similarly situated borrowers under similar credit facilities (to the extent such Lender or L/C Issuer has the right under such similar credit facilities to do so) with respect to such Change in Law regarding such increased cost or reduction and (y) such additional amounts shall not be duplicative of any amounts to the extent otherwise paid by the Borrowers under any other provision of this Agreement (including any reserve requirements included in determining the Eurocurrency Rate).
(c)    The Company shall pay (or cause the applicable Designated Borrower to pay) to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency Liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest

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is payable on such Loan, provided the Company shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice.
(d)    Each Lender and the L/C Issuer agrees to use reasonable efforts to designate a different Lending Office if, in the reasonable and good faith judgment of such Lender or L/C Issuer, such designation will avoid the need for the Company to pay any additional amount, or will reduce the amount required to be paid by the Company, pursuant to this Section 3.04 to such Lender or L/C Issuer and will not otherwise be materially disadvantageous to such Lender or L/C Issuer. The Company hereby agrees to pay all reasonable costs and expenses incurred by any Lender or L/C Issuer in connection with any such designation.
(e)    Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender pursuant to this Section 3.04 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Company of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased cost or reduction is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
3.05    Compensation for Losses.  Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
(a)    any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b)    any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Company or the applicable Designated Borrower;
(c)    any failure by any Borrower to make payment of any Loan denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or
(d)    any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company pursuant to Section 11.16;
excluding any loss of anticipated profits, but including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Company shall also pay (or cause the applicable Designated Borrower to pay) any customary administrative fees charged by such Lender in connection with the foregoing.

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For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.
3.06    Matters Applicable to all Requests for Compensation.
(a)    A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.
(b)    Each Lender may make any Credit Extension to any Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrowers to repay such Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment would reasonably be expected to (i) eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Company hereby agrees to pay (or cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.
(c)    Upon any Lender’s making a claim for compensation under Section 3.01 or 3.04 and, in each case, such Lender declining or being unable to designate a different Lending Office in accordance with Section 3.06(b), or if any Lender is a Defaulting Lender pursuant to Section 2.18, the Company may replace such Lender in accordance with Section 11.16.
3.07    Survival.  All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder and resignation of the Administrative Agent.
ARTICLE IV   CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01    Conditions to Initial Credit Extension.  The effectiveness of this Agreement is subject to satisfaction of the following conditions precedent:
(a)    The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or electronic (pdf.) transmissions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Company, each dated the Closing Date (or, in the

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case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent, its legal counsel and each of the Lenders:
(i)    executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company;
(ii)    Notes executed by the Company in favor of each Lender requesting Notes;
(iii)    such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents;
(iv)    such documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly organized or formed, and is validly existing, in good standing in its jurisdiction of organization, including certified copies of the Company’s Organization Documents, and certificates of good standing;
(v)    a favorable opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, addressed to the Administrative Agent and each Lender, in the form set forth in Exhibit H;
(vi)    a certificate signed by a Responsible Officer of the Company certifying, as of the Closing Date, (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Interim Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) the Consolidated Leverage Ratio determined as of the last day of the immediately preceding fiscal quarter (on a Pro Forma Basis after giving effect to the USD Term Borrowing and the EUR Term Borrowing and the use of proceeds thereof); and
(vii)    such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.
(b)    (i)  Upon the reasonable request of any Lender made at least 3 days prior to the Closing Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Closing Date and (ii) at least 2 days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party.
(c)    Any fees required to be paid on or before the Closing Date pursuant to the Loan Documents shall have been paid.
(d)    Unless waived by the Administrative Agent, the Company shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced at least two Business Day prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of

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Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that (i) such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent and (ii) the Administrative Agent may in its discretion waive this condition without obtaining the consent of the Required Lenders).
Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
4.02    Conditions to all Credit Extensions.  The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:
(a)    The representations and warranties of the Borrowers contained in Article V or any representations and warranties of any Loan Party in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the date of such Credit Extension (or, for the purposes of Section 4.01(a)(vi), as of the Closing Date), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this Section 4.02, (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 and (ii) the representations and warranties in subsection (c) of Section 5.05, subsection (b) of Section 5.06, and Section 5.10 need only be true and correct on and as of the Closing Date.
(b)    No Default shall exist, or would result from such proposed Credit Extension (or, for the purposes of Section 4.01(a)(vi), from the occurrence of the Closing Date).
(c)    The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof.
(d)    If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.15 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.
(e)    In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.

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Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Company shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing or as of such earlier date, as applicable.
ARTICLE V   REPRESENTATIONS AND WARRANTIES
The Company represents and warrants, and each Designated Borrower represents and warrants (to the extent specifically applicable to such Designated Borrower), to the Administrative Agent and the Lenders that:
5.01    Existence, Qualification and Power; Compliance with Laws.  Each Loan Party (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
5.02    Authorization; No Contravention.  The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, (i) any Contractual Obligation to which such Person is a party except to the extent that such conflict, breach, contravention, Lien or violation could not reasonably be expected to have a Material Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate in any material respect any Law.
5.03    Governmental Authorization; Other Consents.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (i) any thereof as have been obtained, taken or made on or prior to the Closing Date and remain in full force and effect and (ii) any reports required to be filed by the Company with the SEC pursuant to the Securities Exchange Act of 1934; provided, that the failure to make any such filings referred to in this clause (ii) shall not affect the validity or enforceability of this Agreement or the rights and remedies of the Administrative Agent and the Lenders hereunder.
5.04    Binding Effect.  This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as may be limited by applicable Debtor Relief Laws and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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5.05    Financial Statements; No Material Adverse Effect.  (a)  The Audited Financial Statements (i) were prepared in accordance with GAAP, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP.
(b)    The unaudited consolidated balance sheet of the Company and its Subsidiaries most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP, except as otherwise expressly noted therein, (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP.
(c)    As of the Closing Date, since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
5.06    Litigation.  There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) as of the Closing Date, except as set forth on Schedule 5.06 (based on facts and circumstances known to the Borrowers), are reasonably likely to result in an adverse determination and, if determined adversely, could reasonably be expected to have a Material Adverse Effect.
5.07    No Default.  No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.
5.08    Ownership of Property; Liens.  Each of the Company and each Subsidiary has good record title to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Company and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.
5.09    Environmental Compliance.  The Company and its Subsidiaries are in compliance with all applicable Environmental Laws, except for any non-compliance that could not reasonably be expected to have a Material Adverse Effect.

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5.10    ERISA Compliance.
(a)    The Company and each ERISA Affiliate have made all required contributions to each Plan maintained or contributed to by the Company or any Subsidiary subject to Pension Funding Rules, and no application for a funding waiver or an extension of any amortization period pursuant to Pension Funding Rules has been made with respect to any such Plan.
(b)    There are no pending or, to the best knowledge of the Company, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan maintained or contributed to by the Company or any Subsidiary that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan maintained or contributed to by the Company or any Subsidiary that has resulted or could reasonably be expected to result in a Material Adverse Effect.
(c)    (i)  No ERISA Event likely to result in a material liability for any Borrower has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability that could reasonably be expected to result in a Material Adverse Effect; (iii) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects to incur, any material liability under Title IV of ERISA with respect to any Pension Plan or Multiemployer Plan maintained or contributed to by the Company or any Subsidiary (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Company nor any ERISA Affiliate has incurred, or reasonably expects to incur, any material liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 304 or 4201 of ERISA with respect to a Multiemployer Plan maintained or contributed to by the Company or any Subsidiary; (v) neither the Company nor any ERISA Affiliate has engaged in a transaction that could reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA with respect to any Pension Plan or Multiemployer Plan maintained or contributed to by the Company or any Subsidiary; (vi) no Pension Plan maintained or contributed to by the Company or any Subsidiary has been terminated by the plan administrator pursuant to Section 4041(c) of ERISA thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any such Pension Plan (where, for Multiemployer Plans, the occurrence of any such event or circumstance is to the knowledge of the Company); and (vii) as of the Closing Date the Company is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3 101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments.
5.11    Margin Regulations; Investment Company Act.  (a)  No Borrower is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock.
(b)    No Borrower is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
5.12    Foreign Obligor Representations.  (a)  Each Loan Party that is a Foreign Obligor is subject to civil and commercial law with respect to its obligations under this Agreement and the other Loan Documents to which such Foreign Obligor is a party (collectively, the “Applicable Foreign Obligor Documents”), and the execution, delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or

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governmental acts. Neither such Foreign Obligor nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor is organized and existing in respect of its obligations under the Applicable Foreign Obligor Documents.
(b)    The Applicable Foreign Obligor Documents are in proper legal form under the law of the jurisdiction in which any Foreign Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under the law of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents, except as may be limited by applicable Debtor Relief Laws and general principles of equity, regardless of whether considered in a proceeding in equity or at law. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which any Foreign Obligor is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except for any such filing, registration or recording, or execution or notarization, as has been made or is not required to be made until the Applicable Foreign Obligor Document or any other document is sought to be enforced and for any charge or tax as has been timely paid.
(c)    There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which the Foreign Obligor is organized and existing either (A) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents to which the Foreign Obligor is a party or (B) on any payment to be made by the Foreign Obligor pursuant to the Applicable Foreign Obligor Documents, except as has been disclosed to the Administrative Agent.
(d)    The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by any Foreign Obligor are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor is organized and existing, not subject to any notification or authorization except (A) such as have been made or obtained or (B) such as cannot be made or obtained until a later date (provided that any notification or authorization described in immediately preceding clause (B) shall be made or obtained as soon as is reasonably practicable).
5.13    OFAC.  (a)  Neither the Company, nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, or employee of the Company or any of its Subsidiaries, is an individual or entity that is (i) currently the target of any Sanctions or (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, and (b) neither the Company, any Subsidiary nor, to the knowledge of the Company, any director or officer of the Company is organized or resident in a Designated Jurisdiction, unless otherwise licensed by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or otherwise authorized under Applicable Law.
5.14    Anti-Corruption Laws.  The Company and its Subsidiaries have instituted and maintained policies and procedures designed to promote and achieve compliance in all material respects with the

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United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions.
5.15    Covered Entity.  No Loan Party is a Covered Entity.
5.16    EEA Financial Institutions.  No Loan Party is an EEA Financial Institution.
5.17    Beneficial Ownership.  As of the Closing Date, the information included in any Beneficial Ownership Certification, if applicable, is true and correct in all respects.
ARTICLE VI   AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Company shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Subsidiary to (provided that nothing in this Article VI shall be deemed to prohibit any aspect of the Separation Transactions):
6.01    Financial Statements.  Deliver to the Administrative Agent (with a copy for each Lender), in form and detail reasonably satisfactory to the Administrative Agent:
(a)    as soon as made publicly available, but in any event within 90 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a financial statement report and opinion of Ernst & Young or another independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and
(b)    as soon as made publicly available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Company’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail.
As to any information contained in materials furnished pursuant to Section 6.02(c), the Company shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Company to furnish the information and materials described in subsections (a) and (b) above at the times specified therein.
6.02    Certificates; Other Information.  Deliver to the Administrative Agent (with a copy for each Lender), in form and detail reasonably satisfactory to the Administrative Agent:
(a)    concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Company;

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(b)    promptly after any request by the Administrative Agent or any Lender, copies of any final management letter submitted to the board of directors (or the audit committee of the board of directors) of the Company by independent accountants in connection with the accounts or books of the Company, or any audit of the Company;
(c)    promptly after the same are available, copies of each annual report, proxy statement or other report or communication sent to the stockholders of the Company, and copies of all annual, regular, periodic and current reports which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(d)    promptly after the Company has notified the Administrative Agent of any intention by the Company to treat the Loans as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form;
(e)    promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request; and
(f)    promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act and the Beneficial Ownership Regulation.
Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Company’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall provide to the Administrative Agent by electronic mail electronic versions (i.e. soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide copies (including by telecopy or other electronic means) of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of such Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or another similar electronic system (the “Platform”) and (b) certain of the

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Lenders may be “public-side” Lenders (i.e. Lenders that do not wish to receive material non-public information with respect to any Borrower or its securities) (each, a “Public Lender”). Each Borrower hereby agrees that (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.08); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (iv) the Administrative Agent and the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, no Borrower shall be under any obligation to mark any Borrower Materials “PUBLIC”.
6.03    Notices.  Notify the Administrative Agent (x) in the case of clause (a) below, within five (5) days of any Responsible Officer obtaining actual knowledge, and (y) in all other cases, promptly upon any Responsible Officer of the Company obtaining actual knowledge:
(a)    of the occurrence of any Default;
(b)    of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Company or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation, investigation or proceeding affecting the Company or any Subsidiary, including pursuant to any applicable Environmental Laws, to the extent such matters in clauses (i), (ii) or (iii) could reasonably be expected to result in a Material Adverse Effect;
(c)    of the occurrence of any ERISA Event which may result in a material liability for the Company or any of its Subsidiaries;
(d)    of any material change in accounting policies or financial reporting practices by the Company or any Subsidiary; and
(e)    of any announcement by Moody’s or S&P of any change in a Debt Rating.
Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Company setting forth details of the occurrence referred to therein and stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
6.04    Payment of Obligations.  Pay and discharge as the same shall become due and payable (subject to any applicable grace periods and tax extensions): (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, and (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, except, in each case, (i) to the extent the same are being

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contested in good faith by appropriate proceedings diligently conducted and adequate reserves, if any, in accordance with GAAP are being maintained by the Company or such Subsidiary or (ii) where such failure could not reasonably be expected to result in a Material Adverse Effect.
6.05    Preservation of Existence, Etc.  (a)  Preserve, renew and maintain in full force and effect its legal existence and good standing (or equivalent status) under the Laws of the jurisdiction of its organization except (i) in a transaction permitted by Section 7.02 or (ii) in the case of a Subsidiary of the Company, where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except in a transaction permitted by Section 7.02 or to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.
6.06    Maintenance of Properties.  (a)  Maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
6.07    Compliance with Laws.  Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
6.08    Inspection Rights.  Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired but not more than once a year unless an Event of Default has occurred and is continuing, upon not less than ten (10) days advance notice to the Company given in accordance with Section 11.02; provided, however, that (a) when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice, (b) all visits or discussions by any Lender shall be coordinated through the Administrative Agent and (c) a Responsible Officer of the Company shall be present during any discussions with the Company’s independent public accountants.
6.09    Compliance with ERISA.  Do, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state law; (b) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; and (c) make all required contributions to any Plan subject to Section 412 of the Code, except in each case where the failure to comply with this Section 6.09 could not reasonably be expected to have a Material Adverse Effect.

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6.10    Use of Proceeds.  Use the proceeds of the Credit Facilities for working capital, capital expenditures, Acquisitions, share repurchases, refinancing of senior and/or pari passu indebtedness, repayment of intercompany obligations to or among Danaher and/or its subsidiaries, the Danaher Payment and for any other lawful corporate purposes of the Company or any of its Subsidiaries.
6.11    Anti-Corruption Laws.  Maintain policies and procedures designed to promote and achieve compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions.
ARTICLE VII   NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Company shall not, nor shall it permit any Subsidiary (except that Section 7.02 shall apply to the Borrowers only) to, directly or indirectly (provided that, nothing in this Article VII shall be deemed to prohibit any aspect of the Separation Transactions or the Danaher Payment):
7.01    Liens.  Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a)    Liens pursuant to any Loan Document;
(b)    Liens existing on the date hereof and listed on Schedule 7.01;
(c)    Liens for taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently conducted by the Company;
(d)    security interests on any property or assets of any Subsidiary to secure indebtedness owing by it to the Company or to another Subsidiary of the Company;
(e)    carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, laborer’s, landlord’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves, if any are so required by GAAP, with respect thereto are maintained on the books of the applicable Person;
(f)    pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(g)    deposits to secure the performance of bids, trade contracts and leases (other than for money borrowed), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business (including deposits to secure letters of credit issued to secure any such obligation);
(h)    easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

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(i)    Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h) or securing appeal or other surety bonds related to such judgments;
(j)    any interest or title of a lessor under any operating lease entered into by the Company or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased;
(k)    licenses, operating leases or subleases permitted hereunder granted to other Persons in the ordinary course of business not interfering in any material respect with the business of the Company or any of its Subsidiaries;
(l)    (i) Liens arising from precautionary UCC financing statement filings with respect to operating leases or consignment arrangements entered into by the Company or any of its Subsidiaries in the ordinary course of business and (ii) Liens, if any, arising in respect of any factoring, assignments or sales of accounts receivable or similar arrangements;
(m)    Liens in favor of collecting banks arising by operation of law under Section 4-210 of the Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under 4-208 of the Uniform Commercial Code and Liens in favor of banking institutions arising by operation of law encumbering deposits (including the right of set-off) held by such banking institutions incurred in the ordinary course of business and that are within the general parameters customary in the banking industry;
(n)    Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary;
(o)    Liens encumbering the Company’s or any of its Subsidiary’s equity interests or other investments in any joint venture (i) securing obligations (other than Indebtedness) of the Company or such Subsidiary under the joint venture agreement for such joint venture or (ii) in the nature of customary voting, equity transfer, redemptive rights or similar terms (other than Liens securing Indebtedness) under any such agreement;
(p)    Liens solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by the Company or any Subsidiary in connection with any letter of intent or purchase agreement for any Acquisition or Investment;
(q)    (i) deposits made in the ordinary course of business to secure obligations to insurance carriers providing casualty, liability or other insurance to the Company and its Subsidiaries and (ii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
(r)    the replacement, extension or renewal of any Lien permitted by clause (b) or (m) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby; and
(s)    other Liens securing Indebtedness permitted under Section 7.03.

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7.02    Fundamental Changes.  Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case pursuant to a Delaware LLC Division or any comparable division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation) under a different jurisdiction’s laws), except that, so long as no Event of Default exists or would result therefrom, any Borrower may merge or consolidate with or into another Person if either (a) such Borrower is the surviving Person or (b) the Person formed by such consolidation or into which such Borrower is merged (any such Person, the “Successor”) shall be organized and existing under the laws of the United States or any state thereof or the District of Columbia and shall expressly assume, in a writing executed and delivered to the Administrative Agent for delivery to each Lender, in form reasonably satisfactory to the Administrative Agent (which writing shall include, without limitation, a certification as to pro forma compliance with Section 7.06), the due and punctual payment of the principal of and interest on the Loans and the performance of the other Obligations under this Agreement (including, with respect to the Company, the Company Guaranty) and the other Loan Documents on the part of such Borrower to be performed or observed, as fully as if such Successor were originally named, with respect to the Company, as the initial Borrower in this Agreement, or with respect to any other Borrower, as a Designated Borrower in this Agreement.
7.03    Indebtedness.  Create, incur, assume or suffer to exist any Indebtedness, except:
(a)    Indebtedness under the Loan Documents;
(b)    Indebtedness outstanding on the date hereof listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;
(c)    (i)  Indebtedness (other than Guarantees) (A) of the Company to any of its Subsidiaries and (B) of any Subsidiary of the Company to the Company or any other such Subsidiary; and (ii) Guarantees of the Company in respect of Indebtedness otherwise permitted hereunder of any Subsidiary of the Company;
(d)    obligations (contingent or otherwise) of the Company existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by the Company in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Company or any of its Subsidiaries, or changes in the value of securities issued by any such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(e)    Indebtedness of the Company or any of its Subsidiaries incurred in the ordinary course of business as an account party in respect of (i) letters of credit, bank guarantees or similar instruments in an aggregate face amount not to exceed $25,000,000 or (ii) with respect to any surety bonds, performance

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bonds, customs bonds, statutory, appeal or similar bonds, completion guarantees or other obligations of a like nature;
(f)    (i)  Indebtedness of any Finance Subsidiary and (ii) the extension, renewal, replacement or refinancing of any Indebtedness permitted under clause (i) above to the extent such Indebtedness is at a Finance Subsidiary;
(g)    Indebtedness of the Company in the form of deferred purchase price of property, purchase price adjustments, earn-outs or other arrangements representing acquisition consideration incurred in connection with an acquisition permitted hereunder;
(h)    Indebtedness consisting of the financing of insurance premiums or take or pay obligations contained in supply arrangements that do not constitute Guarantees, in each case, incurred in the ordinary course of business;
(i)    Indebtedness of any Person that becomes a Subsidiary of the Company after the Closing Date pursuant to a transaction permitted hereunder; provided that, (A) such Indebtedness was not incurred in anticipation of such acquisition, (B) no other Subsidiary (other than the acquired Subsidiaries) is an obligor with respect to such Indebtedness and (C) such Indebtedness is retired within thirty (30) days after the date such Subsidiary is acquired unless such Indebtedness is otherwise permitted by this Section 7.03;
(j)    Indebtedness in respect of Capital Leases and purchase money obligations for fixed or capital assets in an aggregate amount not to exceed, at any one time, $25,000,000;
(k)    Indebtedness incurred by the Company from time to time pursuant to any commercial paper supported by the Revolving Credit Facility; and
(l)    other Indebtedness not otherwise permitted under this Section 7.03 unless any Event of Default shall have occurred and be continuing at the time of incurring such Indebtedness or would result therefrom; provided that the sum, without duplication, of (i) any Indebtedness of the Company or any Subsidiary secured by Liens permitted by Section 7.01(s) (and not otherwise permitted under Sections 7.01(a) through (r)), (ii) any Indebtedness of any Subsidiary that is not a Guarantor (a “Subsidiary Non-Guarantor”) and that is not otherwise permitted under subsections (a) through (k) above (other than any Indebtedness incurred by any Designated Borrower under this Agreement), and (iii) any other Indebtedness of the Company or any Designated Borrower that is Guaranteed by any Subsidiary Non-Guarantor, shall not exceed the Priority Debt Basket.
7.04    Restricted Payments.  Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:
(a)    each Subsidiary of the Company may declare and make dividend payments in cash with respect to any class of Equity Interests of such Subsidiary to the then holders of such Equity Interests ratably according to their respective holdings;
(b)    the Company and each of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person to the then holders of such Equity Interests ratably according to their respective holdings;

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(c)    the Company may issue and sell (i) its common Equity Interests; provided that no Change of Control would result from such issuance and sale; and (ii) the Company may issue and sell its Equity Interest in connection with grants of such securities and stock options with respect to such securities pursuant to employment, benefit plans, service and severance arrangements with current and former officers, directors, consultants, advisors and employees of the Company or any Subsidiary of the Company, as determined in good faith by the board of directors or senior management of the Company or such Subsidiary, as applicable;
(d)    the Company may make payments in respect of, or repurchases of its Equity Interests deemed to occur upon the “cashless exercise” of, stock options, stock purchase rights, stock exchange rights or other equity-based awards if such payment or Equity Interests represents a portion of the exercise price of such options or rights or withholding taxes, payroll taxes or other similar taxes due upon such exercise, purchase or exchange;
(e)    the Company may make the Danaher Payment; and
(f)    the Company and each of its Subsidiaries may declare and make Restricted Payments not otherwise permitted by this Section 7.04; provided that no Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment or would result therefrom.
7.05    Use of Proceeds.  Use the proceeds of the Facilities, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for such purpose, in each case, in a manner which violates or contravenes the Margin Regulations.
7.06    Financial Covenants.
(a)    Maximum Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Company to be greater than 3.75:1. Notwithstanding the foregoing, not more than two times after the Closing Date, the Company shall be permitted to increase the maximum permitted Consolidated Leverage Ratio to 4.25:1 in connection with any permitted Acquisition occurring after the Closing Date with aggregate consideration (including, without duplication, the assumption or incurrence of Indebtedness in connection with such Acquisition) equal to or in excess of $100,000,000, which such increase shall be applicable for the fiscal quarter in which such Acquisition is consummated and the three consecutive test periods thereafter; provided that, there shall be at least one full fiscal quarter following the cessation of each such increase during which no such increase shall then be in effect.
(b)    Minimum Consolidated Interest Coverage Ratio.  Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Company to be less than 3.00:1.
7.07    Sanctions.  To the Company’s knowledge, use the proceeds of any Credit Extension to fund any business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the target of Sanctions, unless otherwise licensed by the Office of Foreign Assets Control of the U.S. Department of Treasury or the U.S. Department of State or otherwise authorized under Applicable Law, or in any other manner that will result in a violation by any party to any Loan Document (including any Lender, Arranger, Administrative Agent, Swing Line Lender, or otherwise) of Sanctions.

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7.08    Anti-Corruption Laws.  To the Company’s knowledge, use the proceeds of any Credit Extension for any purpose which would result in a material violation of the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions.
ARTICLE VIII   EVENTS OF DEFAULT AND REMEDIES
8.01    Events of Default.  Any of the following shall constitute an event of default (each, an “Event of Default”); provided, that for the avoidance of doubt no aspect of the Separation Transactions shall be deemed to give rise to an Event of Default:
(a)    Non-Payment.  Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within three (3) Business Days after the same becomes due, any interest on any Loan or any L/C Obligation or any commitment, facility, utilization or other fee due hereunder, or (iii) within five (5) Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or
(b)    Specific Covenants.  The Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), 6.05 (with respect to any Borrower) or 6.10 or Article VII or any Guarantor fails to perform or observe any term, covenant or agreement contained in any Guaranty; or
(c)    Other Defaults.  Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after any Lender shall have given written notice thereof to the Company (through the Administrative Agent and in accordance with Section 11.02(a)(i)) or any Responsible Officer of the Company shall have otherwise become aware of such default; or
(d)    Representations and Warranties.  Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect in any material respect when made or deemed made; or
(e)    Cross-Default.  (i)  The Company or any Subsidiary (A) fails to make any payment of principal or interest when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise but after giving effect to any applicable grace periods) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform (after giving effect to any applicable grace periods) any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event of default occurs under the terms of (and as defined in) any such instrument or agreement, in each case the effect of which failure or other event of default is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary

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or beneficiaries) to cause, the acceleration of the maturity thereof, with the giving of notice if required, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (other than, for the avoidance of doubt, any required repurchase, repayment or redemption of (or offer to repurchase, repay or redeem) any Indebtedness that was incurred for the specified purpose of financing all or a portion of the consideration for a merger or acquisition; provided that such repurchase, repayment or redemption (or offer to repurchase, repay or redeem) results solely from the failure of such merger or acquisition to be consummated); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (or equivalent term, as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Company or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than the Threshold Amount, and in the case of any Early Termination Date resulting from such a Termination Event, such Early Termination Date is not rescinded or such Swap Termination Value is not paid within 5 Business Days following such Early Termination Date; or
(f)    Insolvency Proceedings, Etc.  Any Loan Party or any Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or
(g)    Inability to Pay Debts; Attachment.  (i)  Any Loan Party or any Significant Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; or
(h)    Judgments.  There is entered against any Loan Party or any Significant Subsidiary a final and non-appealable judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance or other reasonably creditworthy indemnitor as to which the insurer or such indemnitor does not dispute coverage) and (A) enforcement proceedings are commenced by any creditor upon such judgment or order, and (B) there is a period of 30 consecutive days during which such judgment is not satisfied or discharged or a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or
(i)    ERISA.  (i)  An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Company or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under

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Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or
(j)    Invalidity of Loan Documents.  Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party (or any other Person with respect to any material provision of any Loan Document) contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or
(k)    Change of Control.  There occurs any Change of Control with respect to the Company.
8.02    Remedies Upon Event of Default.  If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
(a)    declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
(b)    declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;
(c)    require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and
(d)    exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;
provided, however, that upon the occurrence of any event specified in subsection (f) of Section 8.01, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case, without further act of the Administrative Agent or any Lender.
8.03    Application of Funds.  (a)  After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received by the Administrative Agent on account of the Obligations shall, subject to the provisions of Sections 2.17 and 2.18, be applied by the Administrative Agent in the following order:
First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

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Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, Letter of Credit Fees, facility fees and utilization fees) payable to the Lenders and the L/C Issuer (including Attorney Costs and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;
Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees, facility fees, and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;
Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them;
Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.17; and
Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Company or as otherwise required by Law.
Subject to Sections 2.03 and 2.17, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.
(b)    For purposes of calculating the portion of any such amount received by the Administrative Agent in any currency to be applied as provided in Section 8.03(a), the Administrative Agent may designate the date of such receipt as a Revaluation Date for purposes of determining the Spot Rates of the currency in which such amount is denominated and the Spot Rates of any currencies in which any applicable Obligations are denominated. The Administrative Agent shall so apply any such amount by making payments denominated in the same currency as the amount so received by the Administrative Agent is denominated.
(c)    The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any such application in a currency (the “Application Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following the date of any such application by the Administrative Agent of any such amount in the Application Currency, (i) in the case of any such application to Obligations in respect of a Bid Loan made by a Bid Loan Lender, such Bid Loan Lender, or (ii) in the case of any such application to any other Obligations, the Administrative Agent, may, in accordance with normal banking procedures, purchase the Agreement Currency with the Application Currency. If the amount of the Agreement Currency so purchased is less than the Obligations originally due to the Administrative Agent or any applicable Lender from any Borrower in the Agreement Currency, such Borrower acknowledges that the applicable Obligations shall remain outstanding to the extent of

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such difference. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any applicable Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under Applicable Law).
ARTICLE IX   ADMINISTRATIVE AGENT
9.01    Appointment and Authority.  Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as expressly provided in Section 9.06, the provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Borrower shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
9.02    Rights as a Lender.  The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
9.03    Exculpatory Provisions.  The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(a)    shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b)    shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

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(c)    shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any of the Borrowers or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Company, a Lender or the L/C Issuer.
The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
9.04    Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
9.05    Delegation of Duties.  The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub

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agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.
9.06    Resignation of Administrative Agent.
(a)    The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Company. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Company at all times other than during the existence of an Event of Default, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
(b)    If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Company and such Person remove such Person as Administrative Agent and, in consultation with the Company, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
(c)    With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.07 and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor

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unless otherwise agreed between the Company and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.
(d)    Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Bank of America resigns as the L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(f). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment by the Company of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
9.07    Non-Reliance on Administrative Agent and Other Lenders.  Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
9.08    No Other Duties, Etc.  Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, syndication agents, documentation agents or other agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.
9.09    Administrative Agent May File Proofs of Claim.  In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the

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Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(j) and (k), 2.10 and 11.04) allowed in such judicial proceeding; and
(b)    to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.10 and 11.04.
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.
9.10    Guaranty Matters.  At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent.
Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such

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Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent.
Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.
9.11    Certain ERISA Matters.
(a)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each other Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that at least one of the following is and will be true:
(i)    such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans or the Commitments,
(ii)    the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,
(iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,

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participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
(b)    In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each other Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Company or any other Loan Party, that none of the Administrative Agent, or any other Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).
ARTICLE X   COMPANY GUARANTY
10.01    Guaranty.  The Company hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Loan Parties now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, Attorney Costs) incurred by the Administrative Agent or any other Lender Party in enforcing any rights under this Company Guaranty or any other Loan Document. Without limiting the generality of the foregoing, the Company’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Designated Borrower to any Lender Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding under any Debtor Relief Law involving such Designated Borrower.
10.02    Guaranty Absolute.  The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party with respect thereto. The Obligations of the Company under or in respect of this Company Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against the Company to enforce this Company Guaranty, irrespective of whether any action is brought against any applicable Designated Borrower, any other Loan Party or whether such Designated Borrower, any other Loan Party is joined in any such action or actions. This Company Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by the Company of the Guaranteed Obligations. The liability

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of the Company under this Company Guaranty shall be irrevocable, absolute and unconditional irrespective of, and the Company hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following:
(a)    any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;
(b)    any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(c)    any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(d)    any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(e)    any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any applicable Designated Borrower, Loan Party or Subsidiary or its assets or any resulting release or discharge of any Guaranteed Obligation;
(f)    the existence of any claim, set-off or other right which the Company may have at any time against any Designated Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction;
(g)    any invalidity or unenforceability relating to or against any applicable Designated Borrower, Loan Party or Subsidiary for any reason of the whole or any provision of any Loan Document, or any provision of Applicable Law purporting to prohibit the payment or performance by any such person of the Guaranteed Obligations;
(h)    any failure of any Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Lender Party (the Company waiving any duty on the part of the Lender Parties to disclose such information);
(i)    the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any such other guarantor or surety with respect to the Guaranteed Obligations; or
(j)    any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by any Lender Party that might otherwise constitute a legal or equitable

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defense available to, or a discharge of, the Company, any other Loan Party or surety, other than a defense of payment and performance.
This Company Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Lender Party or any other Person upon the insolvency, bankruptcy or reorganization under any applicable Debtor Relief Law of any applicable Designated Borrower, Loan Party or otherwise, all as though such payment had not been made.
10.03    Waivers and Acknowledgments.  The Company hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Company Guaranty and any requirement that any Lender Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any collateral.
(i)    The Company hereby unconditionally and irrevocably waives any right to revoke this Company Guaranty and acknowledges that this Company Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
(ii)    The Company hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Lender Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the Company or other rights of the Company to proceed against any of the other Loan Parties, any Subsidiary or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of the Company under this Company Guaranty.
(iii)    The Company acknowledges that the Administrative Agent may, without notice to or demand upon the Company and without affecting the liability of the Company under this Company Guaranty, foreclose under any mortgage as may secure any Obligation by nonjudicial sale, and the Company hereby waives any defense to the recovery by the Administrative Agent and the other Lender Parties against the Company of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by Applicable Law.
(iv)    The Company hereby unconditionally and irrevocably waives any duty on the part of any Lender Party to disclose to the Company any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter known by such Lender Party.
(v)    The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 10.02 and this Section 10.03 are knowingly made in contemplation of such benefits.
10.04    Subrogation.  The Company hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any applicable Designated Borrower, Loan Party, or any other insider guarantor that arise from the existence, payment, performance or enforcement

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of the Obligations under or in respect of this Company Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Lender Party against such Designated Borrower, any other Loan Party or any other insider guarantor or any collateral for the Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from such Designated Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the date (the “Termination Date”) which is the later of (a) the date of the termination of the latest Availability Period and (b) the date of the indefeasible payment in full of all the Obligations in cash (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made). If any amount shall be paid to the Company in violation of the immediately preceding sentence at any time prior to the Termination Date, such amount shall be received and held in trust for the benefit of the Lender Parties, shall be segregated from other property and funds of the Company and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Company Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Company Guaranty thereafter arising. If the Termination Date shall have occurred, the Administrative Agent will, at the Company’s request and expense, execute and deliver to the Company appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Company of an interest in the Guaranteed Obligations resulting from such payment made by the Company pursuant to this Company Guaranty.
ARTICLE XI   MISCELLANEOUS
11.01    Amendments, Etc.  Unless otherwise expressly provided herein, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Company or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (except to the extent not required under any of clauses (a) through (j) below) and the Company or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall (subject to Section 2.18 and as further provided below with respect to any Defaulting Lender):
(a)    waive any condition set forth in Section 4.01 (other than Section 4.01(c) or (d)) or, in the case of the initial Credit Extension, Section 4.02 (other than Section 4.02(c) or (e)), without the written consent of each Lender;
(b)    extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (which extension or increase or reinstatement shall not also require the vote of Required Lenders), and it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02 or of any Default or a mandatory reduction in Commitments, if any, is not considered an extension or increase in Commitments of any Lender;

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(c)    postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby (which extension shall not also require the vote of Required Lenders);
(d)    reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby (which reduction shall not also require the vote of Required Lenders); provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay interest at the Default Rate or Letter of Credit Fees at the Default Rate;
(e)    (i) change Section 8.03 or (ii) change the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.06(a), in each case, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (x) if such Facility is the USD Term Facility, the Required USD Term Lenders, (y) if such Facility is the EUR Term Facility, the Required EUR Term Lenders, and (z) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
(f)    amend Section 1.07 or the definition of “Alternative Currency” without the written consent of each Revolving Credit Lender;
(g)    change (i) any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 11.01(g)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders”, “Required USD Term Lenders” or “Required EUR Term Lenders” without the written consent of each Lender under the applicable Facility;
(h)    release the Company from the Company Guaranty without the written consent of each Lender;
(i)    impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the USD Term Facility, the Required USD Term Lenders, (ii) if such Facility is the EUR Term Facility, the Required EUR Term Lenders, and (iii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders; or
(j)    release any Guarantor from the Guaranty without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);
and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in

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addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) Section 11.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender, (y) Section 8.03 may not be changed in any manner that would alter the pro rata sharing of payments required thereby without the consent of such Lender and (z) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender disproportionately adversely relative to other Lenders or affected Lenders, as the case may be, shall require the consent of such Defaulting Lender.
Notwithstanding any provision herein to the contrary, in addition to any amendment authorized by Section 2.16, this Agreement may be amended with the written consent of the Required Revolving Lenders, the Administrative Agent and the Company (i) to add one or more additional revolving credit facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Revolving Lenders, the Revolving Credit Lenders providing such additional revolving credit facilities to participate in any required vote or action required to be approved by the Required Revolving Lenders or by any other number, percentage or class of Lenders hereunder.
Notwithstanding any provision herein to the contrary, if the Administrative Agent and the Company acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Administrative Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.
11.02    Notices and Other Communications; Facsimile Copies.  (a)  General.  Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or (subject to subsection (c) below) electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

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(i)    if to the Borrowers or any other Loan Party, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and
(ii)    if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Company, the Administrative Agent and the Swing Line Lender.
All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (A) actual receipt by the relevant party hereto and (B) (1) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (2) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (3) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (4) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (b) below), when delivered as provided in subsection (b) below; provided, however, that notices and other communications to the Administrative Agent and the Swing Line Lender pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder.
(b)    Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e‑mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, the L/C Issuer and the Company may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(c)    The Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

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NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(d)    Change of Address, Etc.  Each of the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Company, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Company or its securities for purposes of United States Federal or state securities laws.
(e)    Reliance by Administrative Agent, L/C Issuer and Lenders.  The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Revolving Credit Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Company shall indemnify each Agent-Related Person, the L/C Issuer and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
11.03    No Waiver; Cumulative Remedies.  No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges

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herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.09 (subject to the terms of Section 2.14), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.14, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
11.04    Costs and Expenses.  The Company agrees (a) to pay or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, (b) to pay or reimburse the L/C Issuer for all reasonable out of pocket expenses incurred in connection with the issuance, amendment, extension, reinstatement or renewal of any Letter of Credit or any demand for payment thereunder and (c) to pay or reimburse the Administrative Agent, the L/C Issuer and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and recording, documentary and similar taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent and the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. All amounts due under this Section 11.04 shall be paid promptly and, in any case under clause (b) of this Section 11.04, within 20 Business Days after written demand therefor. The agreements in this Section shall survive the termination of the Aggregate Commitments and repayment of all other Obligations.
11.05    Indemnification by the Company.

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(a)    Whether or not the transactions contemplated hereby are consummated, the Company shall indemnify and hold harmless each Agent-Related Person, each Lender, the L/C Issuer, each Arranger and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby or thereby, (b) any Commitment, Letter of Credit or Loan or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto and whether or not such claim is brought by the Company or any third party (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from (i) the gross negligence or willful misconduct of such Indemnitee or (ii) a material breach by such Indemnitee of its express obligations under the applicable Loan Document or (y) result from claims of any Indemnitee solely against one or more other Indemnitees (and not by one or more Indemnitees against the Administrative Agent or any Arrangers in such capacity) that have not resulted from the action, inaction, participation or contribution of the Company or its Subsidiaries or any of their respective officers, directors, stockholders, partners, members, employees, agents, representatives or advisors. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability to any party hereto or its Affiliates for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages) relating to this Agreement or any other Loan Document or arising out of such Indemnitee’s activities in connection herewith or therewith (whether before or after the Closing Date). Without limiting the provisions of Section 3.01, this Section 11.05 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. All amounts due under this Section 11.05 shall be payable within 20 Business Days after written demand therefor. The agreements in this Section shall survive the resignation of the Administrative Agent, any Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
(b)    To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a)  of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally, and not jointly, agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share

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(determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or any Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 2.13(e).
11.06    Payments Set Aside.  To the extent that any payment by or on behalf of the Borrowers is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
11.07    Successors and Assigns.
(a)    Successors and Assigns Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section, or (iv) to an SPC in accordance with the provisions of subsection (g) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)    Assignments by Lenders.  Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment

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and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:
(i)    Minimum Amounts.
(A)    in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B)    in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the applicable Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $10,000,000 and in $5,000,000 increments in excess thereof (or, in the case of the EUR Term Facility, €10,000,000 and in €5,000,000 increments in excess thereof) unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.
(ii)    Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;
(iii)    Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A)    the consent of the Company (such consent not to be unreasonably withheld or delayed; provided that it shall not be unreasonable for the Company to refuse consent to any Public Lender or to any Person that is not engaged in the making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund (so long as such Lender, Affiliate of a Lender or Approved Fund is not a Public Lender); provided that the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to

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the Administrative Agent within ten (10) Business Days after having received written notice (sent in accordance with Section 11.02(a)(i)) of such proposed assignment;
(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and
(C)    the consent of the L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility.
(iv)    Assignment and Assumption.  The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v)    No Assignment to Certain Persons.  No such assignment shall be made (A) to the Company or any of the Company’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons).
(vi)    Certain Additional Payments.  In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations Letters of Credit and in Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(vii)    No Assignment Resulting in Additional Taxes.  No such assignment shall be made to any Person that, through its Lending Offices, is not capable of lending the applicable Alternative Currencies to the relevant Borrowers without the imposition of any additional Taxes.

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Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be (A) entitled to the benefits of Sections 3.01, 3.04, 3.05, and 11.03 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment and (B) subject to obligations in Section 3.01(e) and (f); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. An Eligible Assignee of a Lender shall not be entitled to receive any greater payment under Sections 3.01 or 3.04 than such Lender would have been entitled to receive as of the date such Eligible Assignee became a party to this Agreement; provided, however, that this limitation shall not apply to any Eligible Assignee designated by the Company pursuant to Section 11.16; and provided, further, that this limitation shall also not apply with respect to Loans to Borrowers not a party to this Agreement as of the date such Eligible Assignee became a party to this Agreement.
(c)    Register.  The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by each of the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d)    Participations.  Any Lender may at any time, without the consent of, or notice to, any Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, sell participations to any Person (other than a natural Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons, a Defaulting Lender, or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and

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(iii) the Borrowers, the Administrative Agent, the L/C Issuer and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.05(b) without regard to the existence of any participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of any Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection (e) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.14 as though it were a Lender.
(e)    Limitations upon Participant Rights.  A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Company’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Company is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 11.15 as though it were a Lender.
(f)    Certain Pledges.  Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(g)    Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Company (an

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“SPC”) the option to provide all or any part of any Revolving Credit Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Revolving Credit Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Revolving Credit Loan, the Granting Lender shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.13(c)(ii). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including its obligations under Section 3.01 and Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Revolving Credit Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Revolving Credit Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Company and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Revolving Credit Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Revolving Credit Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.
(h)    Resignation as L/C Issuer or Swing Line Lender after Assignment.  Notwithstanding anything to the contrary contained herein, if at any time the L/C Issuer/Swing Line Lender assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to clause (b) above, such L/C Issuer/Swing Line Lender may, (i) upon 30 days’ notice to the Administrative Agent, the Company and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Company, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of the L/C Issuer/Swing Line Lender as L/C Issuer or Swing Line Lender, as the case may be. If the L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(f)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.05(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested

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with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.
(i)    Designated Affiliates.  Notwithstanding anything to the contrary contained herein, a Granting Lender may grant to an Affiliate of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Company (a “Designated Affiliate”) the option to provide all or any part of any Revolving Credit Loan that such Granting Lender would otherwise be obligated to make to a Designated Borrower not organized under the laws of the United States or any State thereof pursuant to this Agreement; provided, however, that if a Designated Affiliate elects not to exercise such option or otherwise fails to make all or any part of such Revolving Credit Loan, the Granting Lender shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.13(c)(ii). Each party hereto hereby agrees that (i) neither the grant to any Designated Affiliate nor the exercise by any Designated Affiliate of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including its obligations under Sections 3.01 and 3.04), (ii) no Designated Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes (other than the funding of Revolving Credit Loans to such Designated Borrower), including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Revolving Credit Loan by a Designated Affiliate hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Revolving Credit Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any Designated Affiliate may with notice to, but without prior consent of the Company and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Revolving Credit Loan to the Granting Lender.
11.08    Confidentiality.  Each of the Administrative Agent, the L/C Issuer and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives who need to know such information for the purposes set forth in this Section 11.08 and who have been advised of and have acknowledged their obligation to keep such information confidential in accordance with this Section 11.08, (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.08, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap, derivative or similar transaction relating to a Borrower and its

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obligations, (g) with the prior written consent of the Company, (A) to any rating agency when required by it and (B) the CUSIP Service Bureau or any similar organization or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.08 or (y) becomes available to the Administrative Agent or any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Company; provided, however, that the source of such information was not known by the Administrative Agent, such Lender or such Affiliate, as the case may be, to be bound by a confidentiality agreement or other legal or contractual obligation of confidentiality with respect to such information.
For purposes of this Section 11.08, “Information” means all information received from the Company or any of its Subsidiaries relating to the Company or any of its Subsidiaries or any of its or their businesses, other than any such information that is publicly available or otherwise available to the Administrative Agent, the L/C Issuer or any Lender, as the case may be, on a nonconfidential basis prior to disclosure by any Loan Party; provided, however, that the source of such information was not known by the Administrative Agent or such Lender, as the case may be, to be bound by a confidentiality agreement or other legal or contractual obligation of confidentiality with respect to such information. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of the Administrative Agent, the L/C Issuer and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Company or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with Applicable Law, including Federal and state securities Laws. Each Person who receives Information pursuant to this Agreement shall use such Information solely for the purpose of fulfilling such Person’s obligations or exercising such Person’s rights under this Agreement.
11.09    Set-off.  In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender and the L/C Issuer is authorized at any time and from time to time, without prior notice to the Company or any other Loan Party, any such notice being waived by the Company (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held by, and other indebtedness at any time owing by such Lender, or the L/C Issuer to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent, the L/C Issuer or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or indebtedness or are owed to a branch or office of or such Lender or L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that (i)(a) the obligations of Foreign Subsidiaries that become Designated Borrowers are several and not joint, and (b) no Lender shall exercise any rights under this Section 11.09 with respect to any assets of any Foreign Subsidiary other than with respect to the direct obligations of such Foreign Subsidiary to the Lenders, and (ii) in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further

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application in accordance with the provisions of Section 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section 11.09 are in addition to their other rights and remedies (including other rights of set-off) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees promptly to notify the Company and the Administrative Agent after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.
11.10    Interest Rate Limitation.  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Company. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
11.11    Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic (pdf.) transmission shall be effective as delivery of a manually executed counterpart of this Agreement.
11.12    Integration.  This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent, the L/C Issuer or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

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11.13    Survival of Representations and Warranties.  All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made) or any Letter of Credit shall remain outstanding.
11.14    Severability.  If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.14, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
11.15    Tax Forms.  (a)  (i)  Each Foreign Lender shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN-E or W-8BEN, if applicable, or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or such other evidence satisfactory to the Company and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax, including any exemption pursuant to Section 881(c) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Company and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement, (B) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (C) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of Applicable Laws that any Borrower make any deduction or withholding for taxes from amounts payable to such Foreign Lender.

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(ii)    Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical participation by such Lender), shall deliver to the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Administrative Agent (in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to U.S. withholding tax, and (B) two duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Lender is not acting for its own account with respect to a portion of any such sums payable to such Lender.
(iii)    No Borrower shall be required to indemnify any Foreign Lender or to pay any additional amount to any Foreign Lender under Section 3.01, (A) with respect to any Taxes required to be deducted or withheld on the basis of the information, certificates or statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant to this Section 11.15(a), (B) if such Lender shall have failed to satisfy the foregoing provisions of this Section 11.15(a); provided that if such Lender shall have satisfied the requirement of this Section 11.15(a) on the date such Lender became a Lender and any date such Lender has ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 11.15(a) shall relieve any Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any Change in Law, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate, (C) if the obligation to withhold or to pay such additional amounts existed under the Laws of the United States on the date such Foreign Lender became a party to this Agreement, (D) if the obligation to withhold or to pay such additional amounts is imposed under FATCA, (E) with respect to any SPC, to the extent provided in Section 11.07(g), (F) with respect to any Participant, to the extent provided in Section 11.07(e), (G) with respect to any Eligible Assignee, to the extent provided in Section 11.07(b), (H) with respect to any Designated Affiliate, to the extent provided in Section 11.07(i), or (I) if the obligation to indemnify or pay such additional amounts arose after the date such Foreign Lender became a party to this Agreement and is in respect of any payment under this Agreement made by the Company (or any other Borrower which is a Domestic Subsidiary and which became a party to this Agreement prior to the date such Foreign Lender became a party to this Agreement), for any reason other than any Change in Law.
(iv)    The Administrative Agent may, without reduction, withhold any Taxes required to be deducted and withheld from any payment under any of the Loan Documents with respect to which any Borrower is not required to pay additional amounts under Section 3.01 or this Section 11.15(a).

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(b)    Upon the request of the Administrative Agent, each Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9 certifying that such Lender is not subject to back-up withholding. If such Lender fails to deliver such forms, then the Administrative Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Code, without reduction.
(c)    If any Governmental Authority asserts that the Administrative Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the termination of the Aggregate Commitments, repayment of all other Obligations hereunder and the resignation of the Administrative Agent.
(d)    The Administrative Agent shall provide the Company with a copy of any forms or other documents provided by any Lender to the Administrative Agent pursuant to Section 3.01(e) and this Section 11.15.
11.16    Replacement of Lenders.  If the Company is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender or if any other circumstance exists hereunder that gives the Company the right to replace a Lender as a party hereto, then the Company may, at its sole expense, and with the efforts of the Company and the Administrative Agent, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.07), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a)    the Company shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee (if any) specified in Section 11.07(b);
(b)    such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or applicable Designated Borrower (in the case of all other amounts);
(c)    in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;
(d)    such assignment does not conflict with Applicable Laws; and
(e)    in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

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A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.
Each party hereto agrees that (a) an assignment required pursuant to this Section 11.16 may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent and the assignee and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, further that any such documents shall be without recourse to or warranty by the parties thereto.
Notwithstanding anything in this Section to the contrary, (i) the Lender that acts as the L/C Issuer may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.
11.17    Governing Law.  (a)  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(b)    ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWERS, THE ADMINISTRATIVE AGENT AND LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.
11.18    Waiver of Right to Trial by Jury.  EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,

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AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
11.19    Judgment Currency.  If, for the purposes of obtaining judgment in any court, it is necessary for any Lender Party to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures such Lender Party could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to such Lender Party hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the Agreement Currency, be discharged only to the extent that on the Business Day following receipt by such Lender Party of any sum adjudged to be so due in the Judgment Currency, such Lender Party may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such Lender Party from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender Party against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such Lender Party in such currency, such Lender Party agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under Applicable Law).
11.20    No Advisory or Fiduciary Responsibility.  In connection with all aspects of each transaction contemplated hereby, each Borrower acknowledges and agrees that: (i) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Lenders and the Arrangers, on the other hand, and each Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, the Administrative Agent, each Lender and each Arranger each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrowers or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) except as expressly set forth in Section 11.07(c), neither the Administrative Agent nor any Lender or Arrangers has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrowers with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent or any of the Lenders or Arrangers has advised or is currently advising any Borrower or any of their respective Affiliates on other matters) and neither the Administrative Agent nor any Lender or Arrangers has any obligation to any Borrower or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Administrative Agent, the Lenders and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ

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from those of the Borrowers and their respective Affiliates, and neither the Administrative Agent nor any Lender or Arrangers has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent, the Lenders and the Arrangers have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each Borrower hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Lenders and the Arrangers with respect to any breach or alleged breach of agency (except for any breach of the express terms of Section 11.07(c)) or fiduciary duty. Each Borrower agrees that it will not claim that any of the Administrative Agent, the Lenders or Arrangers has rendered advisory services of any nature or respect or owes a fiduciary or similar duty to such Borrower, in connection with any transactions contemplated hereby.
11.21    USA PATRIOT Act Notice.  Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of each Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Borrower in accordance with the Act.
11.22    Electronic Execution of Assignments and Certain Other Documents.  The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.
11.23    Acknowledgement and Consent to Bail-In of EEA Financial Institutions.  Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or the L/C Issuer that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

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(a)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an EEA Financial Institution; and
(b)    the effects of any Bail-In Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.
11.24    Acknowledgement Regarding Any Supported QFCs.  To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
(a)    In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
(b)    As used in this Section 11.24, the following terms have the following meanings:

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“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
[Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
ENVISTA HOLDINGS CORPORATION
 
 
 
 
By:
/s/ Howard H. Yu
Name:
Howard H. Yu
Title:
Senior Vice President and
Chief Financial Officer

Envista Holdings Corporation
Credit Agreement
Signature Page

BANK OF AMERICA, N.A., as Administrative Agent
 
 
 
 
By:
/s/ Liliana Claar
Name:
Liliana Claar
Title:
Vice President

Envista Holdings Corporation
Credit Agreement
Signature Page

BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
 
 
 
 
By:
/s/ Darren Merten
Name:
Darren Merten
Title:
Vice President

Envista Holdings Corporation
Credit Agreement
Signature Page

THE BANK OF NOVA SCOTIA, as a Lender
 
 
 
 
By:
/s/ Michael Grad
Name:
Michael Grad
Title:
Director

Envista Holdings Corporation
Credit Agreement
Signature Page

CITIBANK, N.A., as a Lender
 
 
 
 
By:
/s/ Susan Olsen
Name:
Susan Olsen
Title:
Vice President

Envista Holdings Corporation
Credit Agreement
Signature Page

HSBC BANK, USA NATIONAL ASSOCIATION, as a Lender
 
 
 
 
By:
/s/ Patrick Mueller
Name:
Patrick Mueller
Title:
Managing Director

Envista Holdings Corporation
Credit Agreement
Signature Page

HSBC BANK PLC, as a Lender
 
 
 
 
By:
/s/ Davind Seesurn
Name:
Davind Seesurn
Title:
Associate Director

Envista Holdings Corporation
Credit Agreement
Signature Page

JPMORGAN CHASE BANK, N.A., as a Lender
 
 
 
 
By:
/s/ Kyler Eng
Name:
Kyler Eng
Title:
Vice President

Envista Holdings Corporation
Credit Agreement
Signature Page

MIZUHO BANK, LTD., as a Lender
 
 
 
 
By:
/s/ Donna DeMagistris
Name:
Donna DeMagistris
Title:
Authorized Signatory

Envista Holdings Corporation
Credit Agreement
Signature Page

MUFG BANK, LTD., as a Lender
 
 
 
 
By:
/s/ Jack Lonker
Name:
Jack Lonker
Title:
Director

Envista Holdings Corporation
Credit Agreement
Signature Page

PNC BANK, NATIONAL ASSOCIATION, as a Lender
 
 
 
 
By:
/s/ Stephanie Lalos
Name:
Stephanie Lalos
Title:
Assistant Vice President

Envista Holdings Corporation
Credit Agreement
Signature Page

U.S. BANK NATIONAL ASSOCIATION, as a Lender
 
 
 
 
By:
/s/ David C. Mruk
Name:
Davic. C. Mruk
Title:
SVP

Envista Holdings Corporation
Credit Agreement
Signature Page

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
 
 
 
 
By:
/s/ Darin Mullis
Name:
Darin Mullis
Title:
Managing Director

Envista Holdings Corporation
Credit Agreement
Signature Page

BNP PARIBAS, as a Lender
 
 
 
 
By:
/s/ Brendan Heneghan
Name:
Brendan Heneghan
Title:
Director
 
 
 
 
 
 
By:
/s/ Christopher Sked
Name:
Christopher Sked
Title:
Managing Director

Envista Holdings Corporation
Credit Agreement
Signature Page

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH, as a Lender
 
 
 
 
By:
/s/ Cara Younger
Name:
Cara Younger
Title:
Executive Director
 
 
 
 
 
 
By:
/s/ Luis Ruigomez
Name:
Luis Ruigomez
Title:
Executive Director

Envista Holdings Corporation
Credit Agreement
Signature Page

SUMITOMO MITSUI BANKING CORPORATION, as a Lender
 
 
 
 
By:
/s/ Michael Maguire
Name:
Michael Magurie
Title:
Executive Director

Envista Holdings Corporation
Credit Agreement
Signature Page

TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
 
 
 
 
By:
/s/ Michael Borowiecki
Name:
MICHAEL BOROWIECKI
Title:
AUTHORIZED SIGNATORY

Envista Holdings Corporation
Credit Agreement
Signature Page

TD BANK, N.A., as a Lender
 
 
 
 
By:
/s/ Uk-Sun Kim
Name:
Uk-Sun Kim
Title:
Senior Vice President

Envista Holdings Corporation
Credit Agreement
Signature Page

DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender
 
 
 
 
By:
/s/ Ming K. Chu
Name:
Ming K. Chu
Title:
Director
 
 
 
 
 
 
By:
/s/ Virginia Cosenza
Name:
Virginia Cosenza
Title:
Vice President

Envista Holdings Corporation
Credit Agreement
Signature Page

BARCLAYS BANK PLC, as a Lender
 
 
 
 
By:
/s/ Ronnie Glenn
Name:
Ronnie Glenn
Title:
Director

Envista Holdings Corporation
Credit Agreement
Signature Page

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
 
 
 
 
By:
/s/ Judith E. Smith
Name:
Judith E. Smith
Title:
Authorized Signatory
 
 
 
 
 
 
By:
/s/ Lingzi Huang
Name:
Lingzi Huang
Title:
Authorized Signatory

Envista Holdings Corporation
Credit Agreement
Signature Page

INTESA SANPAOLO S.p.A., NEW YORK BRANCH, as a Lender
 
 
 
 
By:
/s/ Neil Derfler
Name:
Neil Derfler
Title:
Relationship Manager
 
 
 
 
 
 
By:
/s/ Alessandro Toigo
Name:
Alessandro Toigo
Title:
Regional Business Manager

Envista Holdings Corporation
Credit Agreement
Signature Page

WESTPAC BANKING CORPORATION, as a Lender
 
 
 
 
By:
/s/ Richard Yarnold
Name:
Richard Yarnold
Title:
Director

Envista Holdings Corporation
Credit Agreement
Signature Page

GOLDMAN SACHS BANK USA, as a Lender
 
 
 
 
By:
/s/ Annie Carr
Name:
Annie Carr
Title:
Authorized Signatory

Envista Holdings Corporation
Credit Agreement
Signature Page

MORGAN STANLEY BANK, N.A., as a Lender
 
 
 
 
By:
/s/ Michael King
Name:
Michael King
Title:
Authorized Signatory

Envista Holdings Corporation
Credit Agreement
Signature Page

NORDEA BANK ABP, NEW YORK BRANCH, as a Lender
 
 
 
 
By:
/s/ Olli Savikko
Name:
Olli Savikko
Title:
Senior Vice President
 
 
 
 
 
 
By:
/s/ Leena Parker
Name:
Leena Parker
Title:
Senior Vice President

Envista Holdings Corporation
Credit Agreement
Signature Page

THE BANK OF NEW YORK MELLON, as a Lender
 
 
 
 
By:
/s/ Diane Demmler
Name:
Diane Demmler
Title:
Director

Envista Holdings Corporation
Credit Agreement
Signature Page

SCHEDULE 2.01
REVOLVING CREDIT COMMITMENTS
AND APPLICABLE PERCENTAGES
Lender
Commitment
Applicable Percentage
L/C Commitment
Swing Line Commitment
Bank of America, N.A.
$
14,000,000.00

5.600000000
%
$20,000,000.00
$20,000,000.00
The Bank of Nova Scotia
$
14,000,000.00

5.600000000
%
 
 
Citibank, N.A.
$
14,000,000.00

5.600000000
%
 
 
HSBC Bank USA, National Association
$
14,000,000.00

5.600000000
%
 
 
JPMorgan Chase Bank, N.A.
$
14,000,000.00

5.600000000
%
 
 
Mizuho Bank, LTD.
$
14,000,000.00

5.600000000
%
 
 
MUFG Bank, Ltd.
$
14,000,000.00

5.600000000
%
 
 
PNC Bank, National Association
$
14,000,000.00

5.600000000
%
 
 
U.S. Bank National Association
$
14,000,000.00

5.600000000
%
 
 
Wells Fargo Bank, National Association
$
14,000,000.00

5.600000000
%
 
 
BNP Paribas
$
14,000,000.00

5.600000000
%
 
 
Banco Bilbao Vizcaya Argentaria, S.A., New York Branch
$
10,500,000.00

4.200000000
%
 
 
Sumitomo Mitsui Banking Corporation
$
10,500,000.00

4.200000000
%
 
 
Toronto-Dominion Bank, New York Branch
$
10,500,000.00

4.200000000
%
 
 
Deutsche Bank AG, New York Branch
$
10,500,000.00

4.200000000
%
 
 
Barclays Bank PLC
$
10,500,000.00

4.200000000
%
 
 
Credit Suisse AG, Cayman Islands Branch
$
10,500,000.00

4.200000000
%
 
 
Intesa Sanpaolo S.p.A., New York Branch
$
10,500,000.00

4.200000000
%
 
 
Westpac Banking Corporation
$
5,625,000.00

2.250000000
%
 
 
Goldman Sachs Bank USA
$
5,625,000.00

2.250000000
%
 
 
Morgan Stanley Bank, N.A.
$
5,625,000.00

2.250000000
%
 
 
Nordea Bank Abp, New York Branch
$
5,625,000.00

2.250000000
%
 
 
Total

$250,000,000.00

100.000000000
%
 
 

S-1

USD TERM COMMITMENTS
AND APPLICABLE PERCENTAGES
Lender
Commitment
Applicable Percentage
Bank of America, N.A.
$
49,000,000.00

7.538461538
%
The Bank of Nova Scotia
$
49,000,000.00

7.538461538
%
Citibank, N.A.
$
49,000,000.00

7.538461538
%
HSBC Bank USA, National Association
$
49,000,000.00

7.538461538
%
JPMorgan Chase Bank, N.A.
$
49,000,000.00

7.538461538
%
Mizuho Bank, LTD.
$
49,000,000.00

7.538461538
%
MUFG Bank, Ltd.
$
49,000,000.00

7.538461538
%
PNC Bank, National Association
$
49,000,000.00

7.538461538
%
U.S. Bank National Association
$
49,000,000.00

7.538461538
%
Wells Fargo Bank, National Association
$
49,000,000.00

7.538461538
%
Banco Bilbao Vizcaya Argentaria, S.A., New York Branch
$
35,000,000.00

5.384615385
%
Sumitomo Mitsui Banking Corporation
$
35,000,000.00

5.384615385
%
TD Bank, N.A.
$
35,000,000.00

5.384615385
%
Deutsche Bank AG, New York Branch
$
18,333,333.34

2.820512822
%
Westpac Banking Corporation
$
18,333,333.33

2.820512820
%
The Bank of New York Mellon
$
18,333,333.33

2.820512820
%
Total

$650,000,000.00

100.000000000
%
EUR TERM COMMITMENTS
AND APPLICABLE PERCENTAGES
Lender
Commitment
Applicable Percentage
Bank of America, N.A.
€
42,000,000.00

7.000000000
%
The Bank of Nova Scotia
€
42,000,000.00

7.000000000
%
Citibank, N.A.
€
42,000,000.00

7.000000000
%
HSBC Bank Plc
€
42,000,000.00

7.000000000
%
JPMorgan Chase Bank, N.A.
€
42,000,000.00

7.000000000
%
Mizuho Bank, LTD.
€
42,000,000.00

7.000000000
%
MUFG Bank, Ltd.
€
42,000,000.00

7.000000000
%
PNC Bank, National Association
€
42,000,000.00

7.000000000
%
U.S. Bank National Association
€
42,000,000.00

7.000000000
%
Wells Fargo Bank, National Association
€
42,000,000.00

7.000000000
%
Banco Bilbao Vizcaya Argentaria, S.A., New York Branch
€
35,000,000.00

5.833333333
%
Intesa Sanpaolo S.p.A., New York Branch
€
35,000,000.00

5.833333333
%
Sumitomo Mitsui Banking Corporation
€
35,000,000.00

5.833333333
%
TD Bank, N.A.
€
35,000,000.00

5.833333333
%
The Bank of New York Mellon
€
20,000,000.00

3.333333333
%
Nordea Bank Abp, New York Branch
€
20,000,000.00

3.333333333
%
Total

€600,000,000.00

100.000000000
%

S-2

SCHEDULE 5.06
LITIGATION
Any actions, suits, proceedings, claims or disputes disclosed in the Company’s filings with the SEC prior to the Closing Date.

S-3

SCHEDULE 7.01
EXISTING LIENS
State Tax Liens
Debtor
Description
Date
Approximate Lien Amount
Dental Imaging Technologies Corporation
State tax lien in favor of the Pennsylvania Dept. of Revenue
2/27/2019
$16,946.04
Dental Imaging Technologies Corporation
State tax lien in favor of the Pennsylvania Dept. of Revenue
3/11/2019
$16,943.79
Implant Direct Sybron International LLC
State tax lien in favor of the Nevada Dept. of Taxation
9/12/2014
$3,108.62
Implant Direct Sybron International LLC
State tax lien in favor of the Nevada Dept. of Taxation
3/29/2019
$6,529.55
Leases and Agreements
Debtor
Secured Party
Description of Collateral
Kerr Corporation
Voxware, Inc.
All current and future product which is provided under the agreement.
Nobel BioCare USA, LLC
Cisco Systems Capital Corporation
Certain leased equipment and related assets subject to a Master Agreement between the debtor and secured party

S-4

SCHEDULE 7.03
EXISTING INDEBTEDNESS
None.

Envista Holdings Corporation
Credit Agreement
Signature Page

SCHEDULE 11.02
ADMINISTRATIVE AGENT’S OFFICE;
CERTAIN ADDRESSES FOR NOTICES
ENVISTA HOLDINGS CORPORATION
and DESIGNATED BORROWERS:
Envista Holdings Corporation
200 S. Kraemer Blvd.
Building E
Brea, CA 92821
Website Address:  www.envistaco.com
U.S. Taxpayer Identification Number: 83-2206728
Attention:
Senior Vice President and Chief Financial Officer
Telephone:
Facsimile:
E-Mail:
Attention:
Senior Vice President, General Counsel and Secretary
Telephone:
Facsimile:
E-Mail:
ADMINISTRATIVE AGENT:
Administrative Agent’s Office (for payments and Requests for Borrowings):
Bank of America, N.A.
900 W. Trade Street
Mail Code:  NC1-026-06-04
Charlotte, North Carolina 28255
Attention:
Telephone:
Facsimile:
E-Mail:
Account No. (for Dollars):
Reference: Envista Holdings Corp.
ABA Number:  026009593
Account No. (for Euro):
Reference: Envista Holdings Corp.
Swift Code: BOFAGB22
Account Number: GB89BOFA16505095687053

S-6

Account No. (for Sterling):
Reference: Envista Holdings Corp.
Swift Code: BOFAGB22
IBAN GB90BOFA16505095687011
Account No. (for Yen):
Reference:  Envista Holdings Corp.
Swift Code: BOFAJPJX
Other Notices as Administrative Agent:
Bank of America, N.A.
Agency Management
555 California Street, 4th Floor
Mail Code: CA5-705-04-09
San Francisco, California 94104
Attention:
Telephone:
Facsimile:
E-Mail:
L/C ISSUER:
Bank of America, N.A.
Bank of America Plaza
Trade Operations
333 S. Hope Street, 14th Floor
Mail Code:  CA9-193-14-53
Los Angeles, California 90071-1406
Attention:
Telephone:
Facsimile:
Electronic Mail:
SWING LINE LENDER:
Bank of America, N.A.
900 W. Trade Street
Mail Code: NC1-026-06-04
Charlotte, North Carolina 28255
Attention:
Donna Barron
Telephone:
Facsimile:
E-Mail:
Account No.:

S-7

Reference:
Envista Holdings Corp.
ABA No.:
026009593

S-8

EXHIBIT A-1
FORM OF LOAN NOTICE
Date:  ___________, _____
To:
Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of September 20, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Envista Holdings Corporation, a Delaware corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
The Company hereby requests, on behalf of itself or, if applicable, the Designated Borrower referenced in item 6 below (the “Applicable Designated Borrower”) (select one):
¨  A Revolving Credit Borrowing
¨  A conversion or continuation of Revolving Credit Loans
 
 
¨  A USD Term Borrowing
¨  A conversion or continuation of USD Term Loans
 
 
¨  A EUR Term Borrowing
¨  A conversion or continuation of EUR Term Loans
1.
On _________________________________________ (a Business Day).
2.
In the amount of ___________________________________________.
3.
Comprised of ______________________________________.
[Type of Loan requested or, in the case of EUR Term Borrowing, at the Eurocurrency Rate]
4.
In the following currency for Revolving Credit Loans: ______________________.
5.
For Eurocurrency Rate Loans:  with an Interest Period of ______ months.
6.
On behalf of ________________ [insert name of applicable Designated Borrower].
The Revolving Credit Borrowing, if any, requested herein complies with the proviso to the first sentence of Section 2.01(b) of the Agreement.
ENVISTA HOLDINGS CORPORATION
 
 
By:
 
Name:
 
Title:
 

A-1
Form of Loan Notice

EXHIBIT A-2
FORM OF SWING LINE LOAN NOTICE
Date:  ___________, _____
To:
Bank of America, N.A., as Swing Line Lender
Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of September 20, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Envista Holdings Corporation, a Delaware corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
The undersigned hereby requests a Swing Line Loan:
1.
On _____________________ (a Business Day).
2.
In the amount of $_________________________.
The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(a) of the Agreement.
ENVISTA HOLDINGS CORPORATION
 
 
By:
 
Name:
 
Title:
 

A-2
Form of Swing Line Loan Notice

EXHIBIT B-1
FORM OF BID REQUEST
Date:  ___________, _____
To:
Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of September 20, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Envista Holdings Corporation, a Delaware corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
The Lenders are invited to make Bid Loans to [the Company] [specify applicable Designated Borrower]:
1.
On _____________________________________(a Business Day).
2.In [Dollars] [specify other currency] in an aggregate amount not exceeding [the Dollar Equivalent of] $____________ (with any sublimits set forth below).
3.
Comprised of (select one):
¨  Bid Loans based on an Absolute Rate
¨  Bid Loans based on Eurocurrency Rate
Bid
Loan No.
Interest Period requested
Maximum principal
amount requested
1
_______days/mos
$ ____________________________
2
_______days/mos
$ ____________________________
3
_______days/mos
$ ____________________________
4.The Bid Borrowing requested herein is to be made available to [the Company] [specify applicable Designated Borrower] at the following account: [account information].
The Bid Borrowing requested herein complies with the requirements of the proviso to the first sentence of Section 2.04(a) of the Agreement.

B-1-1
Form of Bid Request

The Company authorizes the Administrative Agent to deliver this Bid Request to the Lenders. Responses by the Lenders must be in substantially the form of Exhibit B-2 to the Agreement and must be received by the Administrative Agent by the time specified in Section 2.04 of the Agreement for submitting Competitive Bids.
ENVISTA HOLDINGS CORPORATION
 
 
 
 
By:
 
Name:
 
Title:
 
 
 
 
 
[DESIGNATED BORROWER]
 
 
 
 
By:
 
Name:
 
Title:
 

B-1-2
Form of Bid Request

EXHIBIT B-2
FORM OF COMPETITIVE BID
Date:  ___________, _____
To:
Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of September 20, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Envista Holdings Corporation, a Delaware corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
In response to the Bid Request dated _______________________, ____, the undersigned offers to make the following Bid Loan(s) to [the Company] [specify applicable Designated Borrower]:
1.
Borrowing date:______________________________________(a Business Day).
2.
In [Dollars] [specify other currency] in an aggregate amount not exceeding [the Dollar Equivalent of] $______________________________________(with any sublimits set forth below).
3.
Comprised of:

Bid
Loan No.

Interest Period offered


Bid Maximum
Absolute Rate Bid
or Eurocurrency
Margin Bid*
1
_______days/mos
$ __________________
(- +) __________%
2
_______days/mos
$ __________________
(- +) __________%
3
_______days/mos
$ __________________
(- +) __________%
4
All payment of principal and interest in respect of this Bid Loan shall be paid to the undersigned at the following account: [account information].
5
The Applicable Time for borrowing and payment of such Bid Loan(s) are: [specify time(s)].











____________________________
*    Expressed in multiples of 1/100th of a basis point.

B-2-1
Form of Competitive Bid

Contact Person: ___________________ Telephone: _________________
[LENDER]
 
 
By:
 
Name:
 
Title:
 
******************************************************************************
THIS SECTION IS TO BE COMPLETED BY THE COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID:
The offers made above are hereby accepted in the amounts set forth below:
Bid Loan No.
Principal Amount Accepted
 
$
 
$
 
$
ENVISTA HOLDINGS CORPORATION
 
 
 
 
 
 
 
By:
 
 
Date:
 
 
Name:
 
 
 
 
 
Title:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[DESIGNATED BORROWER]
 
 
 
 
 
 
By:
 
 
Date:
 
 
Name:
 
 
 
 
 
Title:
 
 
 
 
 

B-2-2
Form of Competitive Bid

EXHIBIT C-1
FORM OF USD TERM NOTE
_______________________
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each USD Term Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of September 20, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
The Borrower promises to pay interest on the unpaid principal amount of each USD Term Loan from the date of such USD Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest on each USD Term Loan made by the Lender shall be made to the Administrative Agent for the account of the Lender in Dollars and in Same Day Funds at the Administrative Agent’s Office for Dollars. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.
This USD Term Note is one of the USD Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This USD Term Note is entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this USD Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. USD Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this USD Term Note and endorse thereon the date, amount and maturity of its USD Term Loans and payments with respect thereto.
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this USD Term Note.

C-1-1
Form of USD Term Note

THIS USD TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
ENVISTA HOLDINGS CORPORATION
 
 
By:
 
Name:
 
Title:
 

C-1-2
Form of USD Term Note

LOANS AND PAYMENTS WITH RESPECT THERETO
Date
Type of
Loan Made
Currency
and
Amount of Loan Made
End of
Interest
Period
Amount of
Principal or
Interest
Paid This Date
Outstanding
Principal
Balance This
Date
Notation
Made By
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

C-1-3
Form of USD Term Note

EXHIBIT C-2
FORM OF REVOLVING CREDIT NOTE
_______________________
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of September 20, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among [the Borrower] [Envista Holdings Corporation], the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest on each Revolving Credit Loan made by the Lender shall be made to the Administrative Agent for the account of the Lender in the currency in which such Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent’s Office for such currency. All payments of principal and interest on Bid Loans made by the Lender to the Borrower shall be paid directly to the Lender as provided in Section 2.04 of the Agreement. [All principal and interest on Swing Line Loans made to the Borrower by the Lender shall be paid directly to the Lender as provided in Section 2.04 of the Agreement.] If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.
This Revolving Credit Note is one of the Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Credit Note is entitled to the benefits of the Guaranty. [This Revolving Credit Note is also entitled to the benefits of the Company Guaranty*.] Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Revolving Credit Loans and payments with respect thereto.
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note.






____________________________
1    Include this sentence for Bank of America as Lender only.
*    Include this sentence if the Borrower is a Designated Borrower.

C-2-1
Form of Revolving Credit Note

THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[ENVISTA HOLDINGS CORPORATION]
 
 
[OR APPLICABLE DESIGNATED BORROWER]
 
 
By:
 
Name:
 
Title:
 

C-2-2
Form of Revolving Credit Note

LOANS AND PAYMENTS WITH RESPECT THERETO
Date
Type of
Loan Made
Currency
and
Amount of
Loan Made
End of
Interest
Period
Amount of
Principal or
Interest
Paid This
Date
Outstanding
Principal
Balance This
Date
Notation
Made By
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

C-2-3
Form of Revolving Credit Note

EXHIBIT C-3
FORM OF EUR TERM NOTE
__________________________
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each EUR Term Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of September 20, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
The Borrower promises to pay interest on the unpaid principal amount of each EUR Term Loan from the date of such EUR Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest on each EUR Term Loan made by the Lender shall be made to the Administrative Agent for the account of the Lender in Euros and in Same Day Funds at the Administrative Agent’s Office for Euros. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.
This EUR Term Note is one of the EUR Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This EUR Term Note is entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this EUR Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. EUR Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this EUR Term Note and endorse thereon the date, amount and maturity of its EUR Term Loans and payments with respect thereto.
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this EUR Term Note.

C-3-1
Form of EUR Term Note

THIS EUR TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
ENVISTA HOLDINGS CORPORATION
 
 
By:
 
Name:
 
Title:
 

C-3-2
Form of EUR Term Note

LOANS AND PAYMENTS WITH RESPECT THERETO
Date
Type of
Loan Made
Currency
and
Amount of
Loan Made
End of
Interest
Period
Amount of
Principal or
Interest
Paid This
Date
Outstanding
Principal
Balance This
Date
Notation
Made By
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

C-3-3
Form of EUR Term Note

EXHIBIT D
FORM OF COMPLIANCE CERTIFICATE
Financial Statement Date: ___________, 20__
To:
Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of September 20, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Envista Holdings Corporation, a Delaware corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ___________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Company, and that:
[Use following paragraph 1 for fiscal year-end financial statements]
1.Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
[Use following paragraph 1 for fiscal quarter-end financial statements]
1.Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2.The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company during the accounting period covered by the attached financial statements.
3.A review of the activities of the Company during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Company performed and observed all its Obligations under the Loan Documents, and
[select one:]
[to the best knowledge of the undersigned during such fiscal period, the Company performed and observed each covenant and condition of the Loan Documents applicable to it.]

D-1
Form of Compliance Certificate

--or--
[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]
4.The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.
 

Check for distribution to PUBLIC and Private-side Lenders2

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of _____________, ________.
ENVISTA HOLDINGS CORPORATION
 
 
By:
 
Name:
 
Title:
 



























____________________________
2 If this is not checked, this certificate will only be posted to Private-side Lenders.

D-2
Form of Compliance Certificate

For the Quarter/Year ended ___________________ (“Statement Date”)
SCHEDULE 2
to the Compliance Certificate
($ in 000’s)
I.
Section 7.06(a)– Consolidated Leverage Ratio.
A.
The sum, without duplication, of clauses (a), (b) and (c) of the definition of “Consolidated Funded Indebtedness” at Statement Date:
$
 
 
 
 
B.
Cash and cash equivalents of the Company and its Subsidiaries that are free of any Liens and held in the United States at Statement Date:
 
$
 
 
 
C.
65% of cash and cash equivalents of the Company and its Subsidiaries that are free of any Liens and held outside the United States at Statement Date:
 
$
 
 
 
D.
Line I.B + Line I.C (not to exceed $150,000,000):
$
 
 
 
E.
Consolidated EBITDA for four consecutive fiscal quarters ending on above date (“Subject Period”):
 
 
 
1.
Consolidated Net Income for Subject Period:
$
 
 
 
 
 
2.
Consolidated Interest Charges for Subject Period:
$
 
 
 
 
 
3.
Federal, state, local and foreign income tax expense for Subject Period:
 
 
 
 
 
$
 
 
 
 
4.
Depreciation expenses for Subject Period:
$
 
 
 
 
 
5.
Amortization expenses for Subject Period:
$
 
 
 
 
 
6.
Non-cash impairment charges for Subject Period:
$
 
 
 
 
 
7.
Non-cash non-operating expenses for Subject Period:
$
 
 
 
 
 
8.
Non-cash equity compensation expenses for Subject Period:
$
 
 
 
 
 
9.
Cash or non-cash charges, including legal and advisor fees and other transaction expenses, incurred in connection with permitted acquisitions or financing transactions for Subject Period:
$
 
 
 
 
 
10.
Net income (or loss) with respect to discontinued operations of the Company or any Subsidiaries during Subject Period:
$
 
 
 
 
 
11.
Other non-recurring or unusual expenses of the Company and its Subsidiaries reducing Consolidated Net Income
 
 
 
 

D-3
Form of Compliance Certificate

 
 
which do not represent a cash item in Subject Period or any future period:
$
 
 
 
 
 
12.
Restructuring costs and legal charges incurred by the Company:
$
 
3 
 
 
 
13.
Restructuring costs and legal charges incurred by the Company prior to December 31, 2020:
$
 
4 
 
 
 
 
 
 
 
 
 
14.
Federal, state, local and foreign income tax credits of the Company and its Subsidiaries for Subject Period:
$
 
 
 
 
 
15.
all non-cash items that are both non-operating and non-recurring increasing Consolidated Net Income for Subject Period but excluding such items in respect of which cash was received in a prior period or will be received in a future period:
$
 
 
 
 
 
16.
Consolidated EBITDA (Lines I.E.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 + 11 + 12 + 13 – 14 – 15):5
$
 
 
 
 
F.
Consolidated Leverage Ratio: (Line I.A – Line I.D) ¸ Line I.E.16:
 
to 1.00
 
Maximum permitted:
[3.75 to 1.00][4.25 to 1.00] 6
II.    Section 7.06(b)– Consolidated Interest Coverage Ratio.

____________________________
3 Totaling (A) for the fiscal quarter ended September 28, 2018, $4,100,000 and (B) for the fiscal quarter ended December 31, 2018, $42,400,000.
4 The aggregate amount available to be added back pursuant to Line I.E.13 shall not exceed $75,000,000 during the term of the Credit Agreement.
5 Notwithstanding the above calculations, for each of the fiscal quarters set forth in the table below Consolidated EBITDA shall, in each case, be deemed to be the amount set forth below opposite such period:
Fiscal Quarter ended September 28, 2018

$122,600,000
Fiscal Quarter ended December 31, 2018

$147,500,000
Fiscal Quarter ended March 29, 2019

$83,400,000
Fiscal Quarter ended June 28, 2019

$119,400,000
6 Not more than two times after the Closing Date, the Company shall be permitted to increase the maximum permitted Consolidated Leverage Ratio to 4.25:1 in connection with any permitted Acquisition occurring after the Closing Date with aggregate consideration (including, without duplication, the assumption or incurrence of Indebtedness in connection with such Acquisition) equal to or in excess of $100,000,000, which such increase shall be applicable for the fiscal quarter in which such Acquisition is consummated and the three consecutive test periods thereafter; provided that, there shall be at least one full fiscal quarter following the cessation of each such increase during which no such increase shall then be in effect.

D-4
Form of Compliance Certificate

A.
Consolidated EBITDA for Subject Period (Line 1.E.16 above):
$
 
 
 
 
B.
Consolidated Interest Charges for Subject Period:7
$
 
 
 
 
C.
Consolidated Interest Coverage Ratio: Line II.A ÷ Line II.B:
 
to 1.00
 
Minimum permitted:
3.00 to 1.00





































____________________________
7 (i) For purposes of determining Consolidated Interest Charges for the four fiscal quarter period ending September 30, 2019, such amount for the four fiscal quarters then ended shall equal such item for such fiscal quarter multiplied by four; (ii) for purposes of determining Consolidated Interest Charges for the fiscal quarter period ending December 31, 2019, such amount for the four fiscal quarters then ended shall equal such item for the two fiscal quarters then most recently ended multiplied by two; and (iii) for purposes of determining Consolidated Interest Charges for the four fiscal quarter period ending March 31, 2020, such amount for the four fiscal quarters then ended shall equal such item for the three fiscal quarters then most recently ended multiplied by 4/3.

D-5
Form of Compliance Certificate

EXHIBIT E
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]8 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]9 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]10 hereunder are several and not joint.]11 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.
1.
Assignor[s]:
 
 
____________________________
8    For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.
9    For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.
10    Select as appropriate.
11    Include bracketed language if there are either multiple Assignors or multiple Assignees.

E-1
Form of Assignment and Assumption

 
 
 
 
 
 
 
 
2.
Assignee[s]:
 
 
 
 
 
 
 
 
 
 
 
 
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
 
 
 
 
3.
Borrowers:
Envista Holdings Corporation and certain subsidiaries thereof, as Designated Borrowers
4.    Administrative Agent:    Bank of America, N.A., as the administrative agent under the Credit Agreement
5.    Credit Agreement:    Credit Agreement, dated as of September 20, 2019, among Envista Holdings Corporation and certain subsidiaries thereof, as borrowers, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender
6.    Assigned Interest[s]:



Assignor[s]12



Assignee[s]13
Aggregate
Amount of
Commitment
for all Lenders14
Amount of
Commitment
Assigned
Percentage
Assigned of
Commitment15


CUSIP
Number
 
 
$__________
$__________
_________%
 
 
 
$__________
$__________
_________%
 
 
 
$__________
$__________
_________%
 
[7.    Trade Date:    __________________]16 
8.    Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
____________________________
12    List each Assignor, as appropriate.
13    List each Assignee, as appropriate.
14    Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
15    Set forth, to at least 9 decimals, as a percentage of the Commitments of all Lenders thereunder.
16    To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

E-2
Form of Assignment and Assumption

The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR:
[NAME OF ASSIGNOR]
 
 
By:
 
 
Title:  
 
 
ASSIGNEE:
[NAME OF ASSIGNEE]
 
 
By:
 
 
Title:  
[Consented to and]17 Accepted:
 
 
BANK OF AMERICA, N.A., as
Administrative Agent
 
 
By:
 
 
Title:  
 
 
 
 
[Consented to:]18
 
 
[ENVISTA HOLDINGS CORPORATION]
 
 
By:
 
 
Title:  
 
 
[Consented to:
 
 
BANK OF AMERICA, N.A., as
L/C Issuer
 
 
By:
 
 
Title:  
____________________________
17    To be added for Administrative Agent only if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
18    To be added unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund (so long as such Lender, Affiliate of a Lender or Approved Fund is not a Public Lender).

E-3
Form of Assignment and Assumption

BANK OF AMERICA, N.A., as
Swing Line Lender
 
 
By:
 
 
Title:]19
____________________________
19 To be added for any assignment of Revolving Credit Facility

E-4
Form of Assignment and Assumption

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
ENVISTA HOLDINGS CORPORATION CREDIT AGREEMENT
STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
1.    Representations and Warranties.
1.1.    Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of any Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by any Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2.    Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Sections 11.07(b)(iii), (v), (vi) and (vii) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.07(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

E-5
Form of Assignment and Assumption

2.    Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.
3.    General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

E-6
Form of Assignment and Assumption

EXHIBIT F
FORM OF DESIGNATED BORROWER
REQUEST AND ASSUMPTION AGREEMENT
Date: ___________, _____
To:    Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.15 of that certain Credit Agreement, dated as of September 20, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Envista Holdings Corporation, a Delaware corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Each of ______________________ (the “Designated Borrower”) and the Company hereby confirms, represents and warrants to the Administrative Agent and the Lenders that the Designated Borrower is a Subsidiary of the Company.
The documents required to be delivered to the Administrative Agent under Section 2.15 of the Credit Agreement will be furnished to the Administrative Agent in accordance with the requirements of the Credit Agreement.
The parties hereto hereby confirm that with effect from the date hereof, the Designated Borrower shall have obligations, duties and liabilities toward each of the other parties to the Credit Agreement identical to those which the Designated Borrower would have had if the Designated Borrower had been an original party to the Credit Agreement as a Borrower. The Designated Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement.
The parties hereto hereby request that the Designated Borrower be entitled to receive Revolving Credit Loans and request Bid Loans under the Credit Agreement, and understand, acknowledge and agree that neither the Designated Borrower nor the Company on its behalf shall have any right to request any Revolving Credit Loans for its account unless and until the date one (1) Business Day after the effective date designated by the Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders pursuant to Section 2.15 of the Credit Agreement.
This Designated Borrower Request and Assumption Agreement shall constitute a Loan Document under the Credit Agreement.
THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO

F-1
Form of Designated Borrower Request and Assumption Agreement

AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
IN WITNESS WHEREOF, the parties hereto have caused this Designated Borrower Request and Assumption Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
[DESIGNATED BORROWER
 
 
By:
 
Name:
 
Title:
 
ENVISTA HOLDINGS CORPORATION
 
 
By:
 
Name:
 
Title:
 

F-2
Form of Designated Borrower Request and Assumption Agreement

EXHIBIT G
FORM OF DESIGNATED BORROWER NOTICE
Date: ___________, _____
To:    Envista Holdings Corporation
The Revolving Credit Lenders party to the Credit Agreement referred to below
Ladies and Gentlemen:
This Designated Borrower Notice is made and delivered pursuant to Section 2.15 of that certain Credit Agreement, dated as of September 20, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Envista Holdings Corporation, a Delaware corporation (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in this Designated Borrower Notice and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
The Administrative Agent hereby notifies Company and the Revolving Credit Lenders that effective as of [the date hereof] [_________________________] shall be a Designated Borrower and may receive Revolving Credit Loans for its account and request Bid Loans on the terms and conditions set forth in the Credit Agreement.
This Designated Borrower Notice shall constitute a Loan Document under the Credit Agreement.
BANK OF AMERICA, N.A.,
as Administrative Agent
 
 
By:
 
Name:
 
Title:
 

G-1
Form of Designated Borrower Notice

EXHIBIT H
FORM OF OPINION OF COUNSEL
See attached.

H-1
Form of Option of Counsel

EXHIBIT I
FORM OF GUARANTY
GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of [________], 20[_], is made by each of the undersigned (together, the “Guarantors” and each a “Guarantor”), in favor of the Lenders, the L/C Issuer and the Swing Line Lender referred to below, and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
Envista Holdings Corporation, a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party thereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), and the Administrative Agent are parties to that certain Credit Agreement dated as of September 20, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Each Guarantor is a Subsidiary of the Company. Each Guarantor, as a Subsidiary or Affiliate of the Borrowers, will derive substantial direct and indirect benefits from the making of the Loans to, and the issuance of Letters of Credit for the account or benefit of, the Borrowers pursuant to the Credit Agreement (which benefits are hereby acknowledged by such Guarantor).
Accordingly, to induce the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders to continue to provide extensions of credit to the Borrowers under the Credit Agreement, and in consideration thereof, each Guarantor hereby agrees as follows:
SECTION 1.    Definitions; Interpretation.
(a)Terms Defined in Credit Agreement. All capitalized terms used in this Guaranty (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
(b)Certain Defined Terms. As used in this Guaranty (including in the recitals hereof), the following terms shall have the following meanings:
“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended.
“Guaranteed Obligations” has the meaning set forth in Section 2.
“Guaranteed Parties” means the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders.
“Guarantor Documents” means this Guaranty and all other certificates, documents, agreements and instruments delivered by a Guarantor in its capacity as such, to any Guaranteed Party under or in connection with this Guaranty.
“Insolvency Proceeding” means, with respect to any Person, (a) any case, action or proceeding with respect to such Person before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for

I-1
Form of Guaranty

creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in either case undertaken under Debtor Relief Laws.
(c)Interpretation. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall be applicable to this Guaranty and are incorporated herein by this reference.
SECTION 2.    Guaranty.
(a)Guaranty. Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Parties, and their respective successors, endorsees, transferees and assigns, the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Loan Parties now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, Attorney Costs) incurred by any Guaranteed Party in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Borrower to any Lender Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding under any Debtor Relief Law involving such Borrower.
(b)Limitation of Guaranty. To the extent that any court of competent jurisdiction shall impose by final judgment under Applicable Law (including, if applicable, the New York Uniform Fraudulent Conveyance Act or other applicable state law and §§544 and 548 of the Bankruptcy Code) any limitations on the amount of any Guarantor’s liability with respect to the Guaranteed Obligations which any Guaranteed Party can enforce under this Guaranty, the Guaranteed Parties by their acceptance hereof accept such limitation on the amount of such Guarantor’s liability hereunder to the extent needed to make this Guaranty and the Guarantor Documents fully enforceable and nonavoidable.
SECTION 3.    Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Guaranteed Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any applicable Loan Party or whether such Loan Party is joined in any such action or actions. This Guaranty is an absolute and unconditional guaranty of payment when due, and not of collection, by each Guarantor of the Guaranteed Obligations. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any setoffs, counterclaims or defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

I-2
Form of Guaranty

(i)any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

I-3
Form of Guaranty

(ii)any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;
(iii)any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;
(iv)any manner of application of any collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries;
(v)any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any applicable Loan Party or Subsidiary or its assets or any resulting release or discharge of any Guaranteed Obligation;
(vi)the existence of any claim, set-off or other right which such Guarantor may have at any time against any Loan Party, any Guaranteed Party or any other Person, whether in connection herewith or any unrelated transaction;
(vii)any invalidity or unenforceability relating to or against any applicable Loan Party or Subsidiary for any reason of the whole or any provision of any Loan Document, or any provision of Applicable Law purporting to prohibit the payment or performance by any such person of the Guaranteed Obligations;
(viii)any failure of any Guaranteed Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Guaranteed Party (such Guarantor waiving any duty on the part of the Lender Parties to disclose such information);
(ix)the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any such other guarantor or surety with respect to the Guaranteed Obligations; or
(x)any other circumstance (including, without limitation, any statute of limitations) whatsoever (in any case, whether based on contract, tort or any other theory) or any existence of or reliance on any representation by any Guaranteed Party that might otherwise constitute a legal or equitable defense available to, or a discharge of, any other Loan Party or surety, other than a defense of payment and performance.
This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Guaranteed Party or any other Person upon the insolvency, bankruptcy or reorganization under any

I-4
Form of Guaranty

applicable Debtor Relief Law of any applicable Loan Party or otherwise, all as though such payment had not been made.
SECTION 4.    Guarantor Waivers and Acknowledgments.
(a)Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that any Guaranteed Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any collateral.
(b)Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.
(c)Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Guaranteed Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any Subsidiary or any other Person or any collateral and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor under this Guaranty.
(d)Each Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage as may secure any Obligation by nonjudicial sale, and such Guarantor hereby waives any defense to the recovery by the Administrative Agent and the other Guaranteed Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by Applicable Law.
(e)Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Guaranteed Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Guaranteed Party or any of its Subsidiaries now or hereafter known by such Guaranteed Party.
(f)Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 3 and this Section 4 are knowingly made in contemplation of such benefits.
SECTION 5.    Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any other Loan Party, or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Obligations under or in respect of this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Guaranteed Party against such other Loan Party or any other insider guarantor or any collateral for the Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take

I-5
Form of Guaranty

or receive from such other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Termination Date. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the Termination Date, such amount shall be received and held in trust for the benefit of the Guaranteed Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If the Termination Date shall have occurred, the Administrative Agent will, at the Company’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.
SECTION 6.    Subordination to Payment of Guaranteed Obligations. Upon the occurrence and during the continuance of an Event of Default, all payments on account of all indebtedness, liabilities and other obligations of any Borrower to the Guarantor, whether created under, arising out of or in connection with any documents or instruments evidencing any credit extensions to the Borrower or otherwise, including all principal on any such credit extensions, all interest accrued thereon, all fees and all other amounts payable by any Borrower to the Guarantor in connection therewith, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined (the “Subordinated Debt”) shall be subject, subordinate and junior in right of payment and exercise of remedies, to the extent and in the manner set forth herein, to the prior payment in full in cash or cash equivalents of the Guaranteed Obligations.
SECTION 7.    Continuing Guaranty. This Guaranty is a continuing guaranty and agreement of subordination relating to any Guaranteed Obligations, including Guaranteed Obligations which may exist continuously or which may arise from time to time in connection with successive transactions consummated under the Credit Agreement and the other Loan Documents, and each Guarantor expressly acknowledges that this Guaranty shall remain in full force and effect notwithstanding that there may be periods in which no Guaranteed Obligations exist. This Guaranty shall continue in effect and be binding upon each Guarantor until the Termination Date, except as to any Guarantor that has been released from its Guaranty pursuant to Section 9.10 of the Credit Agreement.
SECTION 8.    Payments.
(a)Each Guarantor hereby agrees, in furtherance of the foregoing provisions of this Guaranty and not in limitation of any other right which any Guaranteed Party or any other Person may have against such Guarantor by virtue hereof, upon the failure of any Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under §362(a) of the Bankruptcy Code or comparable provision of other applicable Debtor Relief Law), such Guarantor shall forthwith pay, or cause to be paid, in cash, to the Administrative Agent an amount equal to the amount of the Guaranteed Obligations then due as

I-6
Form of Guaranty

aforesaid (including interest which, but for the filing of a petition in any Insolvency Proceeding with respect to any Borrower, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against any Borrower for such interest in any such Insolvency Proceeding). Each Guarantor shall make each payment hereunder, on the day when due in the currency in which such Guaranteed Obligations are denominated, in Same Day Funds, to the Administrative Agent at such office of the Administrative Agent and to such account as are specified in the Credit Agreement.
(b)Any payments by any Guarantor hereunder the application of which is not otherwise provided for herein, shall be applied in the order specified in Section 8.03 of the Credit Agreement.
SECTION 9.    Right of Contribution. The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against any other Guarantors party hereto as permitted under Applicable Law.
SECTION 10.    Representations and Warranties. Each Guarantor represents and warrants to each Guaranteed Party that:
(a)No Prior Assignment. The Guarantor has not previously assigned any interest in the Subordinated Debt or any collateral relating thereto, no Person other than the Guarantor owns an interest in any of the Subordinated Debt or any such collateral (whether as joint holders of the Subordinated Debt, participants or otherwise), and the entire Subordinated Debt is owing only to the Guarantor.
(b)Consideration. Such Guarantor has received at least “reasonably equivalent value” (as such phrase is used in §548 of the Bankruptcy Code), and at least “fair consideration” (as such term is used in §272 of the New York Uniform Fraudulent Conveyance Act) more than sufficient consideration to support its obligations hereunder in respect of the Guaranteed Obligations. Notices. All notices and other communications provided for herein shall be in writing and shall be given in the manner and to the addresses specified in the Credit Agreement. All such notices and communications shall be effective as set forth in Section 11.02 of the Credit Agreement.
(c)Credit Agreement Representations. Each representation and warranty made by the Borrowers in the Credit Agreement in reference to any Guarantor or “Loan Party” is true and correct as to such Guarantor.
SECTION 11.    Notices. All notices and other communications provided for herein shall be in writing and shall be given in the manner and to the addresses specified in the Credit Agreement. All such notices and communications shall be effective as set forth in Section 11.02 of the Credit Agreement.
SECTION 12.    No Waiver; Cumulative Remedies. No failure by any Guaranteed Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Guarantor Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein or therein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

I-7
Form of Guaranty

SECTION 13.    Right of Set-Off. Subject to the further terms and conditions set forth in Section 11.09 of the Credit Agreement, if an Event of Default shall have occurred and be continuing, each of the Lenders and the L/C Issuer, and each of their respective Affiliates, is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of such Guarantor against any and all Guaranteed Obligations owing to such Lender or L/C Issuer, irrespective of whether or not such Lender or L/C Issuer shall have made any demand under this Guaranty or any other Loan Document and although such Guaranteed Obligations may be contingent or unmatured or are owed to a branch or office of such Lender or L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. Each of the Lenders and the L/C Issuer agrees (by its acceptance hereof) promptly to notify such Guarantor and the Administrative Agent after any such set-off and application made by such Lender or L/C Issuer; provided, however, that, the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and the L/C Issuer their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have.
SECTION 14.    Marshalling; Payments Set Aside. Neither the Administrative Agent nor any other Guaranteed Party shall be under any obligation to marshal any assets in favor of the Guarantor or any other Person or against or in payment of any or all of the Guaranteed Obligations. To the extent that any payment by or on behalf of any Loan Party is made to any Guaranteed Party, or any Guaranteed Party exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or any other Guaranteed Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.
SECTION 15.    Benefits of Guaranty. This Guaranty is entered into for the sole protection and benefit of the Administrative Agent and each other Guaranteed Party and their respective successors and assigns, and no other Person (other than any Related Party or Participant to the extent provided in Section 11.07(d) of the Credit Agreement) shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Guaranty. The Guaranteed Parties, by their acceptance of this Guaranty, shall not have any obligations under this Guaranty to any Person other than the Guarantors, and such obligations shall be limited to those expressly stated herein.
SECTION 16.    Binding Effect; Assignment.
(a)Binding Effect. This Guaranty shall be binding upon each Guarantor and its successors and assigns, and inure to the benefit of and be enforceable by the Administrative Agent and each other Guaranteed Party and their respective successors, endorsees, transferees and assigns.
(b)Assignment. Except to the extent otherwise provided in the Credit Agreement, no Guarantor shall have the right to assign or transfer its rights and obligations hereunder or under any other Guarantor Documents without the prior written consent of the Required Lenders. Each Lender may,

I-8
Form of Guaranty

without notice to or consent by any Guarantor, sell, assign, transfer or grant participations in all or any portion of such Lender’s rights and obligations hereunder and under the other Guarantor Documents in connection with any sale, assignment, transfer or grant of a participation by such Lender in accordance with (and subject to the restrictions in) Section 11.07 of the Credit Agreement of or in its rights and obligations thereunder and under the other Loan Documents. Subject to Section 11.07 of the Credit Agreement, in the event of any grant of a participation, the Participant shall be deemed to have a right of setoff under Section 13 in respect of its participation to the same extent as if it were such “Guaranteed Party”.
SECTION 17.    Governing Law; Jurisdiction; Waiver of Jury Trial; Etc.
(a)THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH GUARANTEED PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

I-9
Form of Guaranty

(b)ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY, BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, EACH GUARANTOR, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH GUARANTOR WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.
(c)EACH GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(d)Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.02 of the Credit Agreement.  Nothing in this Guaranty will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.
(e)Each Guarantor hereby irrevocably appoints and authorizes the Company to act as its agent for service of process and notices required to be delivered under this Guaranty or under any other Loan Document, it being understood and agreed that receipt by the Company of any summons, notice or other similar item shall be deemed effective receipt by such Guarantor and its Subsidiaries.
SECTION 18.    Entire Agreement; Amendments and Waivers. This Guaranty together with the other Guarantor Documents constitutes the entire agreement of each Guarantor relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall not be amended, and no waiver of any rights of the Guaranteed Parties or any Guarantor under any provision of this Guaranty or consent to any departure by any Guarantor therefrom shall be effective, except in accordance with Section 11.01 of the Credit Agreement. Any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
SECTION 19.    Severability. If any provision of this Guaranty or the other Guarantor Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Guaranty and the other Guarantor Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid

I-10
Form of Guaranty

or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 19, if and to the extent that the enforceability of any provisions in this Guaranty relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
SECTION 20.    Counterparts. This Guaranty may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Guaranty by telecopy or electronic (pdf.) transmission shall be effective as delivery of a manually executed counterpart of this Guaranty.
SECTION 21.    Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary for any Guaranteed Party to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures such Guaranteed Party could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Guarantor in respect of any such sum due from it to such Guaranteed Party hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the Agreement Currency, be discharged only to the extent that on the Business Day following receipt by such Guaranteed Party of any sum adjudged to be so due in the Judgment Currency, such Guaranteed Party may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to such Guaranteed Party from any Guarantor in the Agreement Currency, such Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Guaranteed Party against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to such Guaranteed Party in such currency, such Guaranteed Party agrees to return the amount of any excess to such Guarantor (or to any other Person who may be entitled thereto under Applicable Law).
SECTION 22.    Joinder.     Each Person that shall at any time execute and deliver to the Administrative Agent a Guaranty Joinder Agreement substantially in the form attached as Exhibit A hereto shall thereupon become a party hereto and obligated hereunder as a Guarantor, and all references herein and in the other Loan Documents to the Guarantors or to the parties to this Guaranty shall be deemed to include such Person as a Guarantor hereunder to the same extent as if such Person had originally executed this Guaranty as of the date hereof.
SECTION 23.    Acknowledgement Regarding Any Supported QFCs. The provisions contained in Section 11.25 of the Credit Agreement shall be applicable to this Guaranty and each Guaranty Joinder Agreement and are hereby incorporated by reference.
SECTION 24.    Guarantor Release. Section 9.10 of the Credit Agreement is hereby incorporated by reference herein as if set forth in full force herein, mutatis mutandis. Each Guarantor shall remain obligated under and bound by this Guaranty until the Termination Date; provided, that, this Guaranty shall be terminated as to any Guarantor at the request of the Company, pursuant to Section

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Form of Guaranty

9.10 of the Credit Agreement; provided further, that, any such termination shall not affect or impair the obligations of any other Guarantor hereunder.
SECTION 25.    Taxes. Any and all payments under this Guaranty by any Guarantor shall be made free and clear of, and without deduction or withholding for, any Taxes, all in accordance with the Credit Agreement.
[remainder of page intentionally left blank]

I-12
Form of Guaranty

IN WITNESS WHEREOF, each Guarantor has executed this Guaranty, as of the date first above written.
[______________________]
 
 
 
 
By:
 
 
Name: 
 
Title:   

I-13
Form of Guaranty

EXHIBIT A
Form of Guaranty Joinder Agreement
GUARANTY JOINDER AGREEMENT
THIS GUARANTY JOINDER AGREEMENT dated as of [___________], 20[__] (this “Guaranty Joinder Agreement”), is made by [_____________________________], a [______________] (the “Joining Guarantor”), in favor of BANK OF AMERICA, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) for the Guaranteed Parties (as defined in the Guaranty Agreement referenced below; all capitalized terms used but not defined herein shall have the meanings provided therefor in such Guaranty Agreement).
RECITALS:
A.Envista Holdings Corporation, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party thereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), and the Administrative Agent are parties to that certain Credit Agreement dated as of September 20, 2019 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”).
B.[_____________] are party to a Guaranty Agreement dated as of [_______], 20[_] (as in effect on the date hereof, the “Guaranty Agreement”).
C.The Joining Guarantor has been determined to be a Guarantor by the Company and is required by the terms of the Credit Agreement to be joined as a party to the Guaranty Agreement as a Guarantor (as defined in the Guaranty Agreement).
D.The Joining Guarantor will materially benefit directly and indirectly from the making and maintenance of the extensions of credit made from time to time under the Credit Agreement.
In order to induce the Guaranteed Parties to from time to time make and maintain extensions of credit under the Credit Agreement the Joining Guarantor hereby agrees as follows:
1.Joinder. The Joining Guarantor hereby irrevocably, absolutely and unconditionally becomes a party to the Guaranty Agreement as a Guarantor and bound by all the terms, conditions, obligations, liabilities and undertakings of each Guarantor or to which each Guarantor is subject thereunder, including without limitation the joint and several, unconditional, absolute, continuing and irrevocable guarantee to the Administrative Agent for the benefit of the Guaranteed Parties of the payment and performance in full of the Guaranteed Obligations (as defined in the Guaranty Agreement) whether now existing or hereafter arising, all with the same force and effect as if the Joining Guarantor were a signatory to the Guaranty Agreement.
2.Affirmations. The Joining Guarantor hereby acknowledges and affirms as of the date hereof with respect to itself, its properties and its affairs each of the waivers, representations, warranties, acknowledgements and certifications applicable to any Guarantor contained in the Guaranty Agreement.

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Form of Guaranty

3.Severability. If any provision of this Guaranty Joinder Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Guaranty Joinder Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
4.Counterparts. This Guaranty Joinder Agreement may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract, and it shall not be necessary in making proof of this Guaranty Joinder Agreement to produce or account for more than one such counterpart executed by the Joining Guarantor. Without limiting the foregoing provisions of this Section 4, the provisions of Section 11.11 of the Credit Agreement shall be applicable to this Guaranty Joinder Agreement.
5.Delivery. The Joining Guarantor hereby irrevocably waives notice of acceptance of this Guaranty Joinder Agreement and acknowledges that the Guaranteed Obligations are and shall be deemed to be incurred, and credit extensions under the Loan Documents made and maintained, in reliance on this Guaranty Joinder Agreement and the Joining Guarantor’s joinder as a party to the Guaranty Agreement as herein provided.
6.Governing Law; Jurisdiction; Waiver of Jury Trial; Etc. The provisions of Section 17 the Guaranty Agreement are hereby incorporated by reference as if fully set forth herein.
[Signature page follows.]

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Form of Guaranty

IN WITNESS WHEREOF, the Joining Guarantor has duly executed and delivered this Guaranty Joinder Agreement as of the day and year first written above.
JOINING GUARANTOR:
 
 
 
 
 
 
By:
 
Name:
 
Title:
 

I-16
Form of Guaranty
Exhibit 10.9








Envista Holdings Corporation & Subsidiaries Severance Plan
Senior Leaders Severance Pay Component

Plan And Summary Plan Description

(Effective as of Closing of Envista Holdings Corporation’s Initial Public Offering)



Envista Holdings Corporation & Subsidiaries Severance Plan
Senior Leaders Severance Pay Component
(Effective as of Closing of Envista Holdings Corporation’s Initial Public Offering)

 
TABLE OF CONTENTS
 
 
 
Page

 
 
 
 
I.
Introduction
 
1

 
 
 
 
II.
Eligibility
 
1

 
 
 
 
III.
Calculation of severance pay
 
3

 
 
 
 
IV.
Provisions applicable to severance pay
 
4

 
 
 
 
V.
Termination or amendment of the plan
 
7

 
 
 
 
VI.
How the plan is administered
 
7

 
 
 
 
VII.
How to make or appeal a claim
 
7

 
 
 
 
VIII.
Other plan provisions
 
9

 
 
 
 
IX.
ERISA rights
 
9

 
 
 
 
X.
General information
 
11

 
 
 
 


i


Envista Holdings Corporation & Subsidiaries Severance Plan
Senior Leaders Severance Pay Component
(Effective as of Closing of Envista Holdings Corporation’s Initial Public Offering)

Plan and Summary Plan Description
I.Introduction
Envista Holdings Corporation (the “Company”) has established this Senior Leaders Severance Pay Component, a component of the Envista Holdings Corporation & Subsidiaries Severance Plan (the “Plan”) for the benefit of eligible domestic (United States) Senior Leader employees of the Company and the Company’s domestic (United States) affiliates (individually and collectively referred to as the “Employer”) effective as of the closing of the Company’s initial public offering). The purpose of the Plan is to provide an eligible Senior Leader employee who is terminated under the conditions described herein a measure of financial security while seeking new employment.
The Plan is an unfunded welfare benefit plan for purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”) and a severance pay plan within the meaning of United States Department of Labor regulations section 2510.3-2(b). The Plan, including this document and the applicable wrap document, supersedes any Employer severance pay plans, programs or policies affecting eligible employees, both formal and informal. This document along with the applicable wrap document serves as the plan document and this document serves as the Summary Plan Description for all purposes under ERISA.
Nothing in this Plan is to be read or interpreted as changing the Employer policy that all covered employees are employed at will, and the Employer continues to retain the absolute right and power to terminate any employee with or without good cause and with or without prior notice. Furthermore, nothing contained in this Plan confers any right or guarantee of continued employment on any employee. No one has any authority to make any promises or commitments changing this employment at will policy, unless clearly set forth in a written employment agreement specifically designated as such and signed by an authorized officer of the Employer.
II.Eligibility
A.Eligible Employees
Regular full-time salaried employees of domestic (United States) Employer locations who are notified of their termination of employment and terminated from their employment on or after January 1, 2019 (unless otherwise provided in Section II.A.3.) and who meet one of the following requirements (an “eligible employee”) shall be eligible for severance benefits under this Plan under certain conditions:
1.    The employee is a president of a U.S. operating Employer with annual revenue of at least $100 million, or is a management employee who is a direct report to such a president employee; or
2.    The employee is employed by an Employer in a capacity considered to be the equivalent of or a more senior role than “president employees” described in Item 1 above (for example, Envista Holdings Corporation Executive Officers, Corporate Officers, Executive Vice Presidents, Senior Vice Presidents, Group Executives, etc.) or is a management employee who is a direct report to employees in such a senior leadership role.
Eligible employees will be eligible for benefits under the Plan if their employment is permanently terminated due to:
1.    a reduction in the Employer’s workforce or a plant closing;

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2.    elimination of their jobs or positions;
3.    termination by the Employer prior to or upon and in connection with a sale or divestiture of the Employer, or any division, business unit, plant or office location of the Employer; or
4.    the determination in the Employer’s sole judgment that they are unsuited for their position, and/or their performance, though well-intentioned, does not meet the Employer’s standards. Despite this provision, employees terminated for “cause” (see definition in Section II.B below) are not eligible for benefits under this Plan.
For purposes of the Plan, a “full-time” employee is one regularly scheduled to work 30 or more hours per week.
The Plan does not apply to part-time employees (employees regularly scheduled to work less than 30 hours per week), temporary employees, independent contractors, consultants, individuals performing services for the Employer who have entered into an independent contractor or consulting agreement with the Employer, or leased workers or personnel of the Employer. In particular, individuals not treated as employees by the Employer on its payroll records are excluded from participation even if a court or administrative agency determines that such individuals are employees and not independent contractors.
The decision as to whether or not an employee is eligible for severance is solely within the Plan Administrator’s discretion.
B.Employees Ineligible to Receive Benefits
An otherwise eligible employee shall not be eligible for severance benefits under the Plan if the Plan Administrator determines, in its sole discretion, that:
1.    the employee is eligible for severance benefits under the Salaried Employees Severance Pay Component under the Plan;
2.    the employee voluntarily quits or is discharged for cause, as determined by the employee’s Employer in its sole discretion (“cause” for purposes of the Plan means: (i) the employee’s dishonesty, fraud, misappropriation, embezzlement, willful misconduct or gross negligence with respect to the Employer, or any other action in willful disregard of the interests of the Employer; (ii) the employee’s conviction of, or pleading guilty or no contest to (1) a felony, (2) any misdemeanor (other than a traffic violation), or (3) any other crime or activity that would impair the employee’s ability to perform duties or impair the business reputation of the Employer; (iii) the employee’s willful failure or refusal to satisfactorily perform any duties assigned to the employee; (iv) the employee’s failure or refusal to comply with Company standards, policies or procedures, including without limitation the Company’s Standards of Conduct as amended from time to time; (v) the employee’s violation of any restrictive covenant agreement with an Employer; (vi) the employee’s engaging in any activity that is in conflict with the business purposes of the Employer, as determined in the Employer’s sole discretion, or (vii) a material misrepresentation or a breach of any of the employee’s representations, obligations or agreements under this Agreement);
3.    the employee voluntarily elects to retire;
4.    the employee terminates employment by reason of death;
5.    the employee terminates employment under circumstances that entitle the employee to receive long term disability benefits;
6.    the employee’s position is eliminated by the Employer, but the employee is offered and refuses a position at comparable base salary and comparable annual target incentive compensation at the same location or within commuting distance of his or her home (defined as 35 miles from his or her residence, or his or her current commute, whichever is greater);

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7.    the employee’s employment with the Employer is terminated, but the employee is offered and refuses a position at comparable base salary and comparable annual target incentive compensation at the same location or within commuting distance of his or her home (defined as 35 miles from his or her residence, or his or her current commute, whichever is greater) by an entity purchasing the Employer or any division, business unit, plant or office location of the Employer, which employs such employees;
8.    the employee’s employment with the Employer ends after this Plan has been terminated;
9.    the employee has been informed of the termination of his or her employment, but the employee leaves employment with the Employer before a date authorized by the Employer;
10.    the employee has waived the right to severance benefits under this Plan and acknowledged this waiver in writing; or
11.    the employee was notified of his or her termination of employment on or before December 31, 2016.
C.Multiple Severance Arrangements
In the event an otherwise eligible employee is covered by an authorized individual written employment, noncompetition or severance agreement that provides for the payment of severance pay, noncompete pay or other termination or post-termination pay, whether in the form of weeks or months of pay or a flat dollar amount, the terms of such other arrangement shall be honored in terms of the time, form and amount of pay, but such other pay (of whatever nature) shall not be duplicative of severance pay under this Plan. In such event, no such duplicate payment shall be made from this Plan. In the event this Plan provides severance pay in excess of the amount payable under such other arrangement (or provides for severance benefits not available under such other arrangement, such as subsidized COBRA continuation benefits), then only the additional severance pay (or benefits) shall be made under the Plan in accordance with the payment schedule otherwise set forth under this Plan. For example, if an employee with twenty (20) years of service is entitled to six (6) months of noncompete pay in a lump sum payment under the terms of an individual employment agreement (but no subsidized COBRA continuation), and is entitled to twelve (12) months of severance pay under this Plan, then such employee shall receive six (6) months of noncompete pay in a lump sum payment in accordance with the terms of the individual employment agreement, and shall receive the remaining six (6) months of severance pay under this Plan beginning with month (7) from the date benefits under this Plan would otherwise begin. Such employee would also be entitled to subsidized COBRA continuation coverage for twelve (12) months under the Plan, as described in Section IV.B. below.
Notwithstanding anything in the Plan to the contrary, in the event the Employer sponsors its own severance plan for some period of time as approved by the Company (which may occur, for example, in the event of an acquisition), this Plan will not supersede such Employer severance plan for such period of time approved by the Company, and the employees who are eligible for such Employer’s severance plan for such Company-approved period of time will not be eligible for any benefits under this Plan during such time.
III.Calculation Of Severance Pay
A.Severance Pay
The amount of the severance pay an eligible employee will receive will be based on his or her base salary at the time he or she is notified of termination. Any performance/merit reviews that are pending, in process, or “past due” will not affect the amount of the severance pay. For purposes of calculating “salary” for commission sales representatives, the base salary will be based on the employee’s total earnings (salary plus commission) for the twelve-month period preceding the commencement of any severance pay. If the terminating employee’s length of service is less than twelve months, severance pay will be based on the terminating employee’s pro rata earnings during the term of employment.

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B.Amount of Severance Pay
Employees are not entitled to any severance pay or benefits under the Plan unless they sign (and do not later revoke) a Separation Agreement and General Release (discussed below).
Eligible employees who sign (and do not later revoke as applicable) a Separation Agreement and General Release within the allotted timeframe shall be entitled to receive severance pay under the Plan equal to a minimum amount of three months of annual base salary, plus one month of annual base salary for each year of service. An eligible employee who is a president of a U.S. operating Employer with annual revenue of at least $100 million shall be entitled to receive severance pay under the Plan equal to a minimum amount of 12 months of annual base salary. The maximum amount of severance pay an eligible employee can receive under this Plan is 12 months of annual base salary. Years of service are calculated in full years as of the date of termination based on the eligible employee’s most recent date of hire (or rehire) and the eligible employee’s most recent anniversary date, as determined by the Employer’s personnel records, unless otherwise provided in Section IV.C.
IV.Provisions Applicable To Severance Benefits
A.Method of Severance Payments - Severance payments and subsidized COBRA continuation coverage will be provided only if the Employer receives a signed Separation Agreement and General Release from the eligible employee as provided in Section IV.F. Severance payments to eligible employees shall be paid in accordance with the Employer’s customary payroll practices for the Employer’s full and partial pay periods until the total severance is paid. Severance pay is subject to any federal, state and local tax deductions and withholding.
B.COBRA Continuation and Subsidized COBRA - The number of months during which the eligible employee is entitled to severance pay is called the “Severance Period.” An employee eligible for severance payments who is enrolled in one or more of the following programs under the Envista Holdings Corporation and Subsidiaries Medical Plan, Dental Plan or Vision Plan (“Envista Holdings Corporation Welfare Benefit Plans”) shall be given the opportunity to continue enrollment and coverage in such programs:
*    Medical
*    Prescription Drug
*    Dental
*    Vision
For purposes of medical, prescription drug, dental and vision coverage, the coverage shall be provided under Section 4980B(f) of the Internal Revenue Code (“COBRA”) for the maximum COBRA coverage period available, subject to all conditions and limitations (including payment of premiums) of COBRA. If the eligible employee or one or more covered dependents elects COBRA coverage, he or she shall be solely responsible for paying the full cost of the COBRA coverage (including a two percent administration charge) in the amount and at the time(s) required for as long as, and to the extent that, he or she remains eligible for COBRA coverage, as provided by the COBRA law.
Provided the eligible employee timely signs and returns (and does not revoke when applicable) a Separation Agreement and General Release, the Company shall pay a lump sum payment to the employee equal to the amount the Company would have otherwise contributed toward the employee’s group health, prescription, vision and dental coverage premium as an active employee (“Company COBRA Premium”) for a period of time equal to the Severance Period. Accordingly, the eligible employee shall be receiving COBRA continuation coverage during the Severance Period effectively at the active employee premium contribution rate in effect at the time of the employee’s termination of employment. This lump sum payment shall be subject to standard withholding and payroll deductions.

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Enrollment in all other Employer benefits, including the Envista Holdings Corporation & Subsidiaries Disability Plan shall cease on the employee’s last day of work (or on the last day of the calendar month in which the last day of work occurs with respect to the Envista Holdings Corporation & Subsidiaries Life Insurance Plan) and will not remain in effect during the Severance Period. (Note: An eligible employee may be entitled to certain COBRA and reimbursement rights for his or her Health Care Flexible Spending Account. Certain reimbursements from his or her Dependent Care Flexible Spending Account may also be available. Contact Human Resources for details.) Severance pay does not constitute compensation for purposes of any Company or Employer 401(k) Plan or any other plan. All contributions to the Envista Holdings Corporation or Employer 401(k) Plan on behalf of the individual receiving severance under the Plan will cease on the employee’s last day of work and any elections to contribute to that plan will not remain in effect during the Severance Period.
C.Rehire and Calculation of Years of Service - Severance pay and COBRA coverage will cease upon an eligible employee’s rehire with any Employer. Notwithstanding Section III.B., if an employee becomes eligible for severance benefits under the Plan, but is then rehired within the 12 month period following the employee’s date of employment termination, the eligible employee’s years of service may be based on the eligible employee’s prior hire date, but only as provided in this Section IV.C which requires each year of service is only payable once.
If an employee becomes eligible for severance benefits under the Plan, but is then rehired within the 12 month period following the employee’s date of employment termination, and is later separated from service and becomes again eligible for severance benefits under the Plan, the eligible employee’s years of service for purposes of calculating severance pay and subsidized COBRA continuation coverage will be calculated based on the eligible employee’s date of hire used in calculating the Plan’s severance benefits paid out before, provided the employee’s years of service is payable only once.
If any employee is separated, paid the maximum amount of severance pay and the maximum payment for subsidized COBRA coverage (as described in Section IV.B above) to which he was entitled under the Plan and is then later rehired, that employee will begin to accumulate years of service for any subsequent severance pay and subsidized COBRA coverage under the Plan only from the date of rehire.
To the extent an employee begins receiving severance pay under the Plan but is rehired before the all of the severance pay has been paid, the severance pay will cease as of the rehire date, and the employee will be credited with the years of service for which he did not receive severance pay for purposes of calculating any subsequent severance pay under the Plan. Because the Company premium contribution for subsidized COBRA coverage is paid up front in a lump sum, rehired employees are expected to reimburse the Company for any Company COBRA premium contribution paid for any years of service being credited to employee upon rehire. (For example, if an eligible employee is entitled to eight (8) months of severance pay for five years of service, but is rehired within the 12 month period following the employee’s date of employment termination and after six (6) months of severance has been paid, that employee would not be credited with six (6) years of service as of his rehire date for purposes of calculating any later severance pay that could become payable under the Plan. The employee would be credited with the two (2) years of service for which no severance benefit had been paid. The employee is expected to reimburse the amount of the Company’s premium contribution already paid to employee for two months to the Company that paid the COBRA subsidy.)
D.Vacation - An employee shall receive vacation pay for any earned and unused vacation pay in accordance with the applicable Employer’s Vacation Policy then in effect. Vacation benefits are not earned or accrued during the Severance Period.
E.Mandated Payments - The severance pay available under this Plan is the maximum amount an eligible employee is entitled to receive in the event of involuntary termination of employment. To the extent that a federal, state or local law may mandate the Employer to make a payment to an eligible employee because of involuntary termination of employment or in accordance with a plant closing law, the severance pay available under the Plan shall be reduced by the amount of such mandated payment. In no event,

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however, will an eligible employee’s severance pay under this Plan be less than three (3) months of severance pay. The period of an eligible employee’s subsidized COBRA coverage is reduced in the same way.
F.Separation Agreement and General Release - To receive any severance pay and subsidized benefits under the Plan, an eligible employee must sign a Separation Agreement and General Release in a form prepared by the Company, and this Separation Agreement and General Release shall have the effect of waiving and releasing all legally waivable claims or lawsuits against the Employer and its affiliates, its and their respective officers, directors, agents, representatives and employees based on any facts occurring prior to the time of the effective date of the release. An eligible employee age 40 and older will have 21 days (45 days in case of a group separation program) to consider and sign the Separation Agreement and General Release. An eligible employee age 39 and younger will have 14 days to consider and sign the Separation Agreement and General Release. Eligible employees are advised of their right to contact an attorney of their choice at their own expense to review the Separation Agreement and General Release if they so desire. The eligible employee must then submit a signed Separation Agreement and General Release to the Plan Administrator (or its delegate) within the time specified.
Notwithstanding the foregoing, if any severance pay under the Plan is subject to Internal Revenue Code Section 409A, the payment of such severance pay will begin no later than 90 days after the date the eligible employee’s employment terminates. In the event this 90-day period overlaps two calendar years, the payment of such severance pay will begin in the later calendar year regardless of when the employee signs the Separation Agreement and General Release.
An eligible employee age 40 and older may revoke a signed Separation Agreement and General Release within seven (7) days of signing the Separation Agreement and General Release (within fifteen (15) days for Minnesota employees age 40 and older). An eligible employee age 39 and younger cannot revoke a signed Separation Agreement and General Release. Any revocation by an eligible employee age 40 and older must be made in writing and must be received by the designated Employer representative within such revocation period. An eligible employee who timely revokes the Separation Agreement and General Release shall not be eligible to receive severance pay or continued subsidized COBRA coverage under this Plan. An eligible employee who revokes his or her signature on a Separation Agreement and General Release is required to reimburse the Employer for any severance pay and benefits provided under this Plan prior to the revocation, including severance pay received and COBRA premiums for participation in the Envista Holdings Corporation Welfare Benefit Plans. The Employer reserves all remedies available to it at law for the recovery of such amounts.
G.Section 409A Restrictions - Notwithstanding anything in this Plan to the contrary, in the event any benefit paid to a participant under the Plan constitutes “deferred compensation” for purposes of Internal Revenue Code Section 409A (“Section 409A”), all payments to such participant shall be paid as provided in this Section. Section 409A places certain restrictions on when severance pay may be distributed if the eligible employee is considered a “specified employee” under Section 409A (generally, “specified employees” are the 50 highest-paid U.S. employees of the Company in a given year) and the severance pay is considered “deferred compensation” under Section 409A. Not all severance pay under this Plan, however, is considered deferred compensation for these purposes.
(1)Any payments provided under the Plan on or before March 15th of the calendar year following the eligible employee’s “separation of service” (as defined by Section 409A) will be treated as a short-term deferral under Treasury Regulation § 1.409A-1(b)(4) and not deferred compensation under Section 409A.
(2)If any payments are provided to an eligible employee under the Plan after March 15th of the calendar year following the eligible employee’s “separation of service” (as defined by Section 409A), then to the extent the total of such payments does not exceed the limit provided under the Section 409A exemption for involuntary separation pay, such payments will be considered separation pay due to involuntary separation from service under Treasury Regulation § 1.409A-1(b)(9)(iii) and not deferred compensation under Section 409A.

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(3)If the eligible employee is entitled to additional payments under the Plan that are not described in subsections (1) or (2) above, and the eligible employee is considered a “specified employee” under Section 409A (as applied according to Company procedures), such payments will not be made until the earlier of (a) the first day of the seventh month following the date of the eligible employee’s “separation from service” (as defined by Section 409A), or (b) the eligible employee’s death. Any delayed payments will be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the date of the eligible employee’s “separation from service” (as defined by Section 409A).
(4)For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Plan is considered a “separate payment.”
H.Death Benefits - In the event an eligible employee dies after severance pay has commenced but before receiving all of the severance pay otherwise payable to the eligible employee under the Plan, the remaining balance of the deceased eligible employee’s severance pay shall be payable to the deceased eligible employee’s then living spouse. If no spouse survives the eligible employee, then the remaining balance will be paid to the deceased eligible employee’s estate. Such payment shall be made in a single lump sum within 30 days of the date of the eligible employee’s death.
V.Termination Or Amendment Of The Plan
Eligible employees do not have any vested right to severance pay or benefits under this Plan. The Plan is intended to be a continuing part of the Company’s benefits program. However, the Company retains the right to amend the Plan at any time in any and all respects, to terminate the Plan in its entirety, or to exclude participation by the employees of certain Employers, at the Company’s sole discretion and without prior consent of the participants. Any such amendment or termination of the Plan shall be effected by a written instrument signed by the Senior Vice President Human Resources of Envista Holdings Corporation, without need of any resolution of the Board of Directors of Envista Holdings Corporation or any Employer.
VI.How The Plan Is Administered
The Company is the “Plan Administrator” of the Plan and the “named fiduciary” within the meaning of such terms as defined in ERISA. The Company has delegated the authority to decide initial claims for benefits under this Plan to the Company’s Benefits Committee. The Company has delegated the authority to make final determinations on appeals of denied claims under this Plan to the Senior Vice President Human Resources.
The Plan Administrator or its delegate shall have the discretionary authority to determine eligibility for Plan benefits and to construe the terms of the Plan, including the making of factual determinations. Benefits under the Plan shall be payable only if the Plan Administrator or its delegate determines, in its sole discretion, that an eligible employee is entitled to them. The decisions of the Plan Administrator or its delegate shall be final and conclusive with respect to all questions concerning the administration of the Plan. The Company may, in its sole discretion, provide additional benefits to a Plan participant, or make available additional or other forms of severance pay or benefits.
The Plan Administrator may delegate to other persons responsibilities for performing certain of the duties of the Plan Administrator under the terms of the Plan and may seek expert advice as the Plan Administrator deems reasonably necessary with respect to the Plan. The Plan Administrator shall be entitled to rely upon the information and advice furnished by such persons and experts, unless actually knowing such information and advice to be inaccurate or unlawful.
VII.
How To Make Or Appeal A Claim
A.Making a Claim for Severance Benefits - Generally, eligible employees do not need to make a claim for benefits under the Plan to receive Plan benefits (other than completing the Separation Agreement and General Release to obtain severance pay and benefits). However, if an employee believes he is entitled to benefits, or to greater benefits than are paid under the Plan, the employee may file a claim

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for benefits with the Company’s Benefits Committee within 180 days of the date the employee’s employment with the Employer terminates. The Benefits Committee will either accept or deny the claim, and will notify the claimant of acceptance or denial of the claim within a reasonable period of time after receipt of the claim by the Benefits Committee.
For purposes of this section, a period of time will be deemed to be unreasonable if it exceeds 90 days after receipt of the claim by the Benefits Committee unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Benefits Committee expects to render a decision.
The Benefits Committee shall provide to every claimant who is denied a claim for benefits written notice setting forth in a manner calculated to be understood by the claimant:
(1)the specific reason or reasons for the denial;
(2)specific reference to pertinent Plan provisions on which the denial is based;
(3)a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;
(4)appropriate information as to the steps to be taken if the claimant wishes to submit a claim for review; and
(5)a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the claim on review.
B.Appealing a Denied Claim - A claimant who does not agree with the decision of the Benefits Committee may appeal to the Senior Vice President Human Resources. A claimant may:
(1)request a review upon written application;
(2)receive copies of all documents, records and other information relevant to the claim upon request and free of charge (including items used in the determination, even if not relied upon in making the final determination, and items demonstrating consistent application and compliance with this Plan’s administrative processes and safeguards); and
(3)submit comments, documents, records and other information relating to the claim, even if the information was not submitted or considered in the initial determination, in writing.
The claimant must file any request for review of a denied claim within 60 days after receipt by the claimant of written notification of denial of a claim.
A decision by the Senior Vice President Human Resources shall be made promptly, and shall not ordinarily be made later than 60 days after the Senior Vice President Human Resources’ receipt of a request for review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of a request for review. If such an extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension.
The Senior Vice President Human Resources will notify the claimant of its decision in writing. This notice will include specific reasons for the decision, written in a manner to be understood by the claimant, as well as specific references to the pertinent plan provisions on which the decision is based. If the claim is denied, the notice will also include a statement that the claimant is entitled to receive, upon request and free of charge, copies of all documents, records or other information relevant to the claim and a statement of the

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claimant’s right to bring a civil action under Section 502(a) of ERISA. Such civil action must be filed, however, within 180 days after the appeal is denied.
VIII.Other Plan Provisions
A.No Assignment - Severance pay payable under the Plan shall not be subject to alienation, pledge, sale, transfer, assignment, attachment, execution or encumbrance or any kind and any attempt to do so shall be void, except as required by law.
B.Recovery of Payments/Benefits Provided By Mistake - An eligible employee shall be required to return to the Employer any severance pay or Company COBRA Premium contributions, or portion thereof, made by a mistake of fact or law, or contrary to the terms of the Plan (for example, an Employer erroneously pays an eligible employee severance pay in excess of the amount provided by this Plan), and the Employer shall have all remedies available at law for the recovery of such amounts.
C.No Representations Contrary to the Plan - No supervisor, manager, employee, officer, or director of the Employer has the authority to alter, vary or modify the terms of the Plan, other than through authorized written amendment as provided in Section V. No verbal or written representations contrary to the terms of the Plan and its written amendments shall be binding upon the Plan, the Plan Administrator or the Employer.
D.Plan Funding - No eligible employee shall acquire by reason of the Plan any right in or title to any assets, funds, or property of the Employer. Any severance benefits which become payable under the Plan are unfunded obligations of the Employer and shall be paid from the general assets of the Employer. No employee, officer, director or agent of the Employer guarantees in any manner the payment of Plan severance benefits.
E.Severability - If a provision of the Plan is found, held or deemed by the Plan Administrator or a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or other controlling law, the provision shall be severed from the Plan and the remainder of the Plan shall continue in full force and effect.
F.Return of Employer Property - Except as otherwise permitted by the Employer in writing, all Employer property (i.e., keys, credit cards, documents and records, identification cards, computers and business equipment, car/mobile telephones, parking stickers, etc.) must be returned by an eligible employee as of his or her date of termination of employment from the Employer in order for the eligible employee to commence receiving severance pay and benefits under the Plan.
IX.Erisa Rights
Participants in the Plan are entitled to certain rights and protection under the Employee Retirement Income Security Act of 1974 (“ERISA”). ERISA provides that all Plan participants shall be entitled to:
Receive Information About the Plan and Benefits
•Examine, without charge, at the Plan Administrator’s office, all documents governing the Plan, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.
•Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, copies of the latest annual report (Form 5500 Series) and an updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.
•Receive a summary of the Plan’s annual financial report (if any). The Plan Administrator may be required by law to furnish each participant with a copy of this summary annual report.

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Prudent Actions of Fiduciaries
In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of Plan participants and beneficiaries. No one, including the Employer or any other person, may fire or otherwise discriminate against a Plan participant under the Plan or prevent the participant from obtaining a Plan benefit or exercising a right under ERISA.
Enforcing Rights
If the claim for a Plan benefit is denied or ignored, in whole or in part, a participant has a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.
Under ERISA, there are steps a participant can take to enforce the above rights. For instance, if the participant requests a copy of the Plan documents or the latest annual report from the Plan Administrator and does not receive them within 30 days, the participant may file suit in a federal court. In such case, the court may require the Plan Administrator to provide the materials and pay the participant up to $110 a day until the participant receives the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.
If the participant has a claim for benefits which is denied after exhaustion of the appeal process, or is ignored, in whole or in part, the participant may file suit in a state or federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if a participant is discriminated against for asserting the participant’s rights, the participant may seek assistance from the U.S. Department of Labor, or file suit in a federal court. The court will decide who should pay court costs and legal fees. If the participant is successful, the court may order the person the participant sued to pay these costs and fees. If the participant loses, the court may order the participant to pay these costs and fees, for example, if it finds the claim is frivolous.
Assistance with Questions
If a participant has any questions about the Plan, the participant should contact the Plan Administrator. If a participant has any questions about this statement or about rights under ERISA, or if needs assistance in obtaining documents from the Plan Administrator, the participant should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in the telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210. Participants may also obtain certain publications about participant rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.



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X.General Information
Plan Name:
Envista Holdings Corporation & Subsidiaries Severance Plan
Senior Leaders Severance Pay Component
Type of Plan:
The Plan is an unfunded severance pay plan, which is a welfare benefit plan under ERISA
Plan Number:
 
Plan Sponsor:
Envista Holdings Corporation

A list of participating employers in this Component of the Plan can be obtained by written request to the Plan Administrator.
Plan Sponsor’s Employer
Identification Number:
83-2206728
Plan Administrator - Initial Claims:
Envista Holdings Corporation
Attention: Benefits Committee
c/o Vice President - Benefits
200 S. Kraemer Blvd, Building E, Brea, CA 92821
Plan Administrator - Appeals
Envista Holdings Corporation
Attention: Senior Vice President
Human Resources 200 S. Kraemer Blvd, Building E, Brea, CA 92821

Agent for Service of Legal Process:
Envista Holdings Corporation
Legal Department
Attention: General Counsel 200 S. Kraemer Blvd, Building E, Brea, CA 92821

Plan Year
Calendar year



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Code of Conduct Growing with integrity

 
Our Purpose: Partnering with professionals to improve lives Everything we do, every company we build, every product we make, every service we provide, is meant to help professionals – in dental and beyond – achieve their goals. It is this clear focus that fuels our businesses, our people, and our success. We champion creators of confidence. Envista Code of Conduct | 2

 
Our Core Values 1 Continuous improvement as 3 Relationships built on respect competitive advantage Diversity, inclusivity, and collaboration are at the core of what makes our culture and our teams so successful. We know that when our employees show up every day Supported by our renowned business system, we are committed to developing as their authentic selves, there is greater teamwork, more thoughtful debates, and world-class professionals at every level. Dedicated to being their best every day, more reasons to celebrate. Envista employees embrace continuous improvement as a mindset, culture, and way to win. We value our employees and their unique contributions, and we invest An inclusive culture where you can be your authentic self in their growth. We are passionate about recruiting, developing, and retaining the  most talented and diverse team possible. We put the most skilled, collaborative,  A diverse workplace with forums and approaches for different voices, levels, engaged team on the field of play every day. and backgrounds  World class EBS training  Programs and benefits that support the whole person  Team that is equipped and committed to winning  Understands and appreciates the power of human relationships in work and life  Ability to integrate new talent effectively  Dedication to the professionals we serve  A growth mindset that seeks improvement over comfort  Upholds their best commitments and helps others be their best  Desire to work together and create long-term value  Openness to others and active participation in creating an inclusive and diverse culture  Commitment to bring their personal best Better choices, better outcomes 2 Innovation in action 4 By equipping our employees with the best training, teams, and opportunities, we With an agile approach and focus on research and development, we are positioned ensure they can reach their full potential at Envista. When our employees show up to drive the next wave of disruptive thinking and products. Energized and driven to with a drive for excellence and hunger for new experiences, they thrive. put ideas into action, our employees show up every day ready to make a difference.  Track record and unwavering commitment to extraordinary results  Opportunities to work at the intersection of technology and patient needs with in-market impact  Model for smart business decision making  New and exciting ideas and perspectives – both big and small  High confidence in return on personal investment  Open, trusting, willing to own what works (and what fails)  Strategically minded, with an eye for lasting results  Seeks greater understanding through empathy – inside and  Fueled by Envista’s reason for being and the value we deliver outside the company  Commitment to innovate in order to stay relevant Envista Code of Conduct | 3

 
Table of contents Growing through integrity Cooperating with investigations 25 Know our Code 06 Conflicts of interest 26 • Who must follow our Code 07 Gifts and entertainment 29 Understand your responsibilities 08 Gathering competitive information 31 • Additional responsibilities of Envista leaders 08 • Making the right decision 09 Our company Asking questions and reporting concerns 10 Accurate recordkeeping and financial reporting 33 • How to use Speak Up! 10 • Records management and legal holds 34 • Confidentiality 11 Confidential information 35 • Retaliation is prohibited 11 • Intellectual property 36 • Accountability and discipline 11 Protecting inside information 36 Use of company assets 38 Our team • Cybersecurity 39 Respect in the workplace 13 Speaking on behalf of the company 40 • Diversity and Inclusion 14 Using social media 41 • Harassment 15 Health and safety 16 Our world • Workplace violence 16 Serving our communities 43 Data privacy 18 Human rights 44 Fair competition 45 Our customers and partners Anti-bribery, anti-corruption 46 Fair dealing and supplier relations 20 International trade 48 Healthcare laws and regulatory requirements 22 • Money laundering 49 • Medical technology compliance 22 Political activity and contributions 50 • Product quality and safety 22 Environmental protection and sustainability 51 • Promotional activities 23 • Clinical research 23 A final word Doing business with the government 24 Ethics and compliance at Envista 53 Envista Code of Conduct | 4

 
Growing through integrity

 
Growing through Know our Code integrity not only Welcome to our Code of Conduct (“Code”). ensures that we From time to time, all of us face difficult business decisions. At Envista, when these situations occur, we are fortunate to have will be proud of our resources to turn to for help. We can rely on one another, on our leaders and on subject matter experts throughout the Company. success, but of how But just as important, we also have Our Core Values which provide a framework for our decisions. (Throughout the Code, “Envista” or we achieve it. the “Company” refers to Envista Holdings Corporation, all Envista companies and its direct and indirect subsidiaries). Growing through integrity Envista Code of Conduct | 6

 
The Code is intended to help us apply Our Core Values, our policies, and the law to make the best decisions for ourselves, our colleagues, our customers, and Envista. Of course, the Code cannot cover every situation. If you need additional information or guidance, you can contact any of the resources listed throughout the Code. More detailed policies on specific topics are also available on Envista Connect. Our Code applies everywhere we do business. Employees are expected to comply with the formal requirements of the Code, applicable laws and regulations and Company policies. If there is a conflict between the requirements of our Code and the laws, customs, or practices in a particular region, you must talk with your manager or the Legal Department to determine the best course of action. Who must follow our Code? Our Code applies to all Envista employees and, when they are acting on behalf of Envista, all directors of Envista Holdings Corporation or any of its direct or indirect subsidiaries. We also expect anyone acting on our behalf to conduct themselves in a manner consistent with our Code and other policies. This includes our suppliers, channel partners, consultants, independent contractors, logistics providers, and business partners. Appropriate measures may be taken if a business partner fails to meet our Code or its contractual obligations. Growing through integrity Envista Code of Conduct | 7

 
Understand your responsibilities Additional responsibilities of Envista leaders You have a responsibility to yourself, your fellow employees, and the Company to conduct business legally and ethically. If you are a leader or manager, you have additional responsibilities to help us meet our high standards of ethics and compliance: Make sure you understand our Code and policies, and pay attention to the policies that apply to your job responsibilities. If you are unclear  Lead by example and be a role model for ethical behavior. about your responsibilities, or what the right thing to do is, talk to your Be a resource for others. Communicate to employees and manager or access any of the other resources listed in our Code,  business partners about how the Code and policies apply to including Speak Up! and the other resources listed in the Envista their daily work and help them to understand the importance of a Escalation Policy. strong ethics and compliance culture. Do your best to prevent violations of our Code and policies before they  Create an environment where employees understand their occur, and if you suspect that there has been a violation, let someone responsibilities and feel comfortable raising concerns without know. Ignoring problems only makes these violations worse. fear of retaliation. When you act, and Speak Up!, you help us address problems that  Consider ethics and compliance when hiring, evaluating, and could harm others or our Company. rewarding employees. Q. I am a manager. If I observe misconduct in an area not under my supervision, am I still required to report the issue? I would rather not get involved. A. You are chiefly responsible for employees under your supervision, but all employees – and especially leaders - are required to report any misconduct they become aware of. The best approach is to talk first with the manager who oversees the area in which the problem is occurring, but if this doesn’t work, or is not feasible, you should use any of the other resources listed in the Code. Remember, if there is misconduct at Envista, it is everyone’s problem. Growing through integrity Envista Code of Conduct | 8

 
Making the right decision The warning signs of a questionable decision Making the right decision is not always easy. There will be times when you may be under pressure or unsure of what to do. Always remember that When decisions are being made, listen for the following comments, as they resources are available to help, including those listed in the Code. could signal that the decision is inconsistent with our Core Values, ethics and compliance: When faced with a difficult decision, it may help to ask yourself these questions:  “Do not worry about it. No one will find out.” “We need to do whatever it takes.”  Does it feel right? Are you confident that it is the right thing to do, or  do you have doubts?  “We need to keep this decision to ourselves – no one else needs to know.”  Do you believe it’s consistent with our Core Values, our Code and policies? “That is how they do business here,”  If it were made public, would you still be confident about your decision?  “Everyone else is doing it this way.”  Would you be willing to be held accountable for your actions?   Is it in the best interest of our customers, employees, the company, Closing the loop and the community? Ethics and compliance at Envista must continually evolve to stay current with new and emerging risks and regulations. Once you have decided, ask yourself the following additional questions: Do you believe there are sufficient standards, policies, and resources in place to address the issue you faced, or should more be done? If you used the Speak Up! process, were you satisfied with the way it worked, or should improvements be made? If you believe more should be done, contact your manager or any of the resources listed in the Code. Your suggestions will help us improve our ethics and compliance program. Growing through integrity Envista Code of Conduct | 9

 
Here are some other important points to keep in mind about Asking questions and reporting concerns reporting violations: Everyone must do their part if we are to maintain our high standards for No employee should report any violation to any person who is ethics and integrity. If you believe that a violation of law, our Code or  involved in the violation. policies has occurred, Speak Up! You do not need to be certain of all the facts. If you see or even suspect illegal or unethical behavior or if you have  If you raise a concern and the issue is not resolved, you should raise a question, you have several options: it through another channel.  Discuss the issue with your manager. How to use Speak Up!  Talk to any other member of management, Human Resources, the Legal Department, or Internal Audit. The Speak Up! call center is independent from Envista and is staffed by third-party ethics and compliance specialists. Speak Up! is a confidential  At any time, you may contact Speak Up! at way to ask questions, seek guidance and report possible violations of the www.envistaintegrity.com Code or any policies, laws, rules, or regulations. You may use Speak Up! 24 hours a day, 7 days a week. When you contact Speak Up! the operator will listen, ask questions if necessary, and then write a summary report. When you ask questions or report problems, you are helping to The summary will then be provided to Envista for assessment and further ensure Envista achieves and sustains the highest levels of ethics action. You can also file a complaint or submit an inquiry electronically by and compliance, and you are helping build the foundation of our going to www.envistaintegrity.com future success. You can choose to call anonymously, where allowed by local law. Unless you choose to identify yourself, Envista will not be able to determine who called or who logged in to Speak Up! It is important to provide as many details as possible (e.g., who, what, when, where). Since Envista may need additional information, you will be assigned a report number and asked to call back at a later date to answer any follow-up questions. Growing through integrity Envista Code of Conduct | 10

 
Confidentiality A. This could be a case of retaliation. If you do not feel comfortable raising the issue with your manager, use Speak Up! or any of the other Any information provided through Speak Up! or through any other reporting resources listed in the Code. A thorough investigation will take place to channel will be treated confidentially. In some instances, if an investigation find out what has led to your colleagues’ behavior. If the investigation is needed, information may be shared on a need-to-know basis. Envista determines that they were retaliating because of your report, appropriate may be required by law to report certain types of activities. action will be taken. Retaliation is prohibited Accountability and discipline Envista will not tolerate retaliation against anyone who reports a problem in When a violation of the Code, policies or the law occurs, appropriate good faith, nor will we tolerate retaliation against anyone who participates disciplinary action will be taken, up to and including termination of in an investigation. If you believe you have been retaliated against or have employment consistent with applicable laws. Certain actions may also witnessed retaliation, report it to management or use any of the resources result in legal proceedings, penalties, or criminal prosecution. listed in the Code. Making a report in “good faith” means that you provide all the information that you have and you report honestly, regardless of whether the investigation of your report uncovers any actual misconduct. Q. Three months ago, I used Speak Up! anonymously. I was concerned that my manager might have awarded a contract to a company owned by his friend. It was investigated and I understand some action was taken. Since then, other employees have stopped speaking to me and copying me on important communications, and I am worried this will affect my performance. I feel that my colleagues know I made the report and are retaliating. Is it retaliation? What should I do? Growing through integrity Envista Code of Conduct | 11

 
Our team

 
Diversity, inclusivity, Respect in the workplace and collaboration are at At Envista, we understand that, to succeed, we must attract and retain outstanding employees and create a work environment where the core of what makes they can thrive, collaborate, and innovate. This means building teams that represent diverse backgrounds, perspectives, talents, and our culture and our experiences, and helping them to work together free from any fear of teams so successful. harassment and discrimination.  Do your part to help create a culture of respect, inclusion, We know that when collaboration, dignity, and fairness. our employees show  Take a clear stand against conduct and comments inconsistent up every day as their with our culture and values.  If you are in a leadership role, make all employment decisions on authentic selves, there job qualifications, and legitimate business considerations. is greater teamwork, Envista complies with all applicable employment, labor, and immigration laws, and we expect all employees to do the same. more thoughtful Regardless of geographic location, all employment-related decisions must be based on job-related qualifications, without regard to legally debates, and more protected characteristics such as race, color, national origin, religion, reasons to celebrate. sex, gender, age, marital status, disability, veteran status, citizenship status, sexual orientation, gender identity, gender expression, or any other characteristic protected by law. Our team Envista Code of Conduct | 13

 
Diversity and inclusion Q. I believe that a vacancy in my team would not be suitable for a single parent, as it involves a lot of travel. This is not about We build our best teams by seeking out a wide range of unique prejudice, but practicality. Am I obliged to interview single backgrounds, perspectives, talents, and experiences. This allows us to parent candidates out of courtesy? attract talent that is as diverse as the markets and embrace customers we serve. We create an inclusive culture when we respect the talents A. You are obliged to interview candidates whose qualifications and abilities of others. meet the requirements of the job – not on the basis of personal opinion or preference. Making assumptions may represent the At Envista, we define diversity as anything unique that makes us who application of personal filters that could violate our principles of we are, including how we think, our work ethic, where we are from, non-discrimination. Also, failing to interview a suitably qualified our experiences, what we look like, and how we identify. We do not candidate risks missing out on appointing the best, most discriminate based on legally protected characteristics. qualified person for the job. We define inclusion as the process of creating a culture and environment that is open-minded, respectful, and accepting of all. Within this culture, every employee is empowered to harness his/ her unique talents, is made to feel wholly included and is recognized as a valuable member of the team. Every employee should feel empowered to harness his or her unique talents and contributions as this is what allows us to build and maintain our inclusive culture.  Value the input of others.  Put yourself in the other person’s shoes.  Listen to the many voices that represent our customers and their needs.  Help create a work environment where fresh ideas can drive innovative technologies and new products.  Be committed to the ideals of diversity and inclusion, and to learning, improving and striving for better. Our team Envista Code of Conduct | 14

 
Q. One of my co-workers sends e-mails containing jokes and Q. While on a business trip, a colleague of mine repeatedly asked derogatory comments about certain nationalities. They make me out for drinks and made comments about my appearance me uncomfortable, and I usually delete them. No one else has that made me uncomfortable. I asked him to stop, but he spoken up about them. Should I do more? would not. We were not in the office and it was “after hours” so I was not sure what I should do. A. Yes, everyone has a role in ensuring we maintain our culture of respect. You should notify your manager and/or Human Resources A. We do not tolerate this conduct, whether during working hours or use any of the channels described above. or in any work-related situation, including business trips. It is good to tell the colleague to stop (although an employee is not Harassment required to do so.) Whether or not you feel comfortable telling your colleague directly to stop these actions, you should contact Although legal definitions of harassment may differ from country to any of the channels described above to discuss the conduct country, “harassment,” under Envista’s Code, includes any unwelcome and obtain assistance. Doing so helps ensure prompt, effective conduct toward another person that creates an intimidating, hostile or action wherever there is conduct inconsistent with our culture offensive work environment. It is important to note that harassment and expectations. You should report the problem using any of the can be physical, spoken, visual or written, and in-person or through channels described above. other means, such as email. Harassment does not need to be sexual in nature. Q. I just learned that a good friend and colleague has been accused of sexual harassment and that an investigation is Potentially offensive behavior includes sexual advances, racial slurs being launched. I cannot believe it is true and I think it is only or negative comments or jokes about subjects such as race, religion, fair that I warn my friend so he can defend himself. Don’t I ethnicity or sexual orientation. have a responsibility as a friend to tell him? We will not tolerate such conduct, regardless of whether such conduct A. You should not give your friend warning about the investigation. is illegal under local law in the country in which the conduct occurs. A prompt and through investigation will be conducted. These are serious concerns, and it is important that the investigation is not compromised in any way. Alerting your friend could compromise the investigation. Our team Envista Code of Conduct | 15

 
Health and safety Workplace violence We are committed to providing a healthy and safe workplace for Violence of any kind has no place at Envista. We will not tolerate: employees and others who visit our facilities. Our commitment to health and safety is everyone’s job. Look out for one another, work  Threatening or intimidating others at any time, whether physically or together to help ensure that our operations are safe and “Stop, Think, verbally, for any reason. and Speak Up” when you are concerned or uncertain about potential  Acts of vandalism, arson or other criminal activities. hazards in your work area.  Weapons are not allowed on Envista property unless specifically  Help maintain a safe workplace; be proactive to help prevent authorized by the company and subject to applicable law. workplace injuries, whether you work in an Envista facility or in the field.  Know the emergency and security procedures that apply where you work.  Never bypass or work around safety or security devices or procedures.  Understand and adhere to your OpCo’s driving and travel policies when driving or traveling on company business  Ensure that your performance is not impaired by alcohol or any drugs, including prescriptions and over-the-counter medications while conducting Envista business. Alcoholic beverages are only allowed for moderate consumption at company-sponsored events.  Help contractors, customers and others we work with understand and follow our safety procedures. If you are injured on the job, notify your manager immediately, no matter how minor. Never assume that someone else has made the report. Our team Envista Code of Conduct | 16

 
Q. I have noticed some practices in my area that does not seem safe. Who can I speak to? I am new here and I do not want to be considered a troublemaker. A. Discuss your concerns with your manager or report your concerns to the OpCo EHS manager. There may be very good reasons for the practices, but it is important to remember that, at Envista, raising a concern about safety is never viewed as causing trouble - it is being responsible. If your concerns are not resolved by notifying your manager, use Speak Up! or contact any of the other resources listed in the Code. Q. A co-worker seems to be under the influence of drugs. I am worried that she might cause a safety problem and hurt herself or others. What should I do? A. You are right to be concerned. If you believe there is a safety risk, speak with your manager immediately. Anyone on the job who is impaired by alcohol or any drugs – legal or illegal – could be a safety risk. Steps need to be taken immediately to address the problem. Our team Envista Code of Conduct | 17

 
If you believe personal data has been used in violation of our policies, Data privacy you must notify your manager, Privacy Leader, the Legal Department, or use Speak Up! We are committed to a culture that protects the privacy of our employees, customers, and business partners. We must always Q. To save time, we have been using an open SharePoint handle their personal data with care and protect the personal data that instance where we manage HR cases across the business. is entrusted to us. We only provided the link to those that need access, but it would be accessible to anyone that searches for it. I do not Data privacy laws cover how we can collect, store, use, share, transfer, want to get anyone into trouble, but I do not think it is right protect and dispose of personal data, and we must comply with these that employees’ personal data and sensitive data are left for legal requirements everywhere we operate. The data we collect, use, all to see. What should I do? and store about our employees, customers, and business partners (to include third parties, channel partners and vendors) are company A. Protecting confidentiality and privacy is the responsibility of confidential, and should never be shared with individuals or parties that everyone. Immediately notify your Privacy Leader, the Legal do not have authorization to access it, and it should not be used for Department or use Speak Up!, so this risk can be effectively anything other than legitimate business purposes. How we collect, use, mitigated, and the right solution can be provided to your team and store customer and employee personal data must also be specified to manage employees’ personal data and sensitive data in our customer- and employee-facing data privacy notices. moving forward.  Keep personal data safe, secure and accurate.  Collect, access, use and store personal data for legitimate business purposes only.  Adhere to applicable data privacy laws, our data privacy policies and privacy notices when working with personal data.  Use secure tools to share personal data with individuals inside or outside of Envista, and limit access to only authorized individuals.  When we use third parties to provide services for us, they must be obligated to maintain privacy protections to the personal data we share. Our team Envista Code of Conduct | 18

 
Our customers and partners

 
Envista operating Fair dealing and supplier relations companies partner with Our suppliers and business partners make significant contributions to our success. To create an environment where they have an incentive dental professionals to continue to work with us, they must be confident that they will be treated lawfully and ethically. This means that we must never take side by side and end unfair advantage of anyone through manipulation, concealment, abuse of confidential information, misrepresentation of facts or any other to end to help them unfair business practices. deliver the best possible  Purchase supplies and select business partners based on need, patient care. quality, service, price, terms and other relevant conditions. Make vendor-related decisions in the best interest of Envista, not for any personal benefit or gain for you or a family member.  Protect our confidential information, proprietary information and trade secrets including, where appropriate, with a confidentiality agreement. Also, safeguard any confidential information or personal data that a supplier provides to Envista.  Watch for any signs that our business partners are violating applicable laws and regulations, including bribery and corruption, environmental, employment, human rights and safety laws. If you have any questions or concerns about a supplier’s actions, discuss the matter with your manager. Our customers and partners Envista Code of Conduct | 20

 
We will only do business with suppliers that comply with applicable legal requirements and meet our standards, including our standards relating to human rights, labor, the environment, health and safety. Our expectations for our suppliers are set forth in the Envista Supplier Code of Conduct. Q. A representative of one of our suppliers claims they can help us win a contract with a customer. I think they are planning to offer lavish travel and entertainment to one of the customer’s vice-presidents. Should I do anything about this? A. Yes. We never win contracts in a way that is inappropriate and might even involve an illegal bribe. We will need to evaluate our relationship with the supplier to make sure that this individual’s activities are not indicative of the way the supplier operates. We also need to tell the customer, without delay, that this supplier was not acting on our behalf. You need to discuss the situation immediately with the Legal Department. Our customers and partners Envista Code of Conduct | 21

 
Healthcare laws and Medical technology compliance regulatory requirements Some Envista Operating Companies produce and sell medical devices and other products that are regulated by the United States Food Envista follows all laws and regulatory requirements governing the and Drug Administration (the FDA), and by similar agencies in other development, manufacturing, distribution, marketing, government countries. contracting, sale and promotion of our medical products. We are also committed to maintaining an open, constructive and professional The product quality and safety requirements for these products are relationship with regulators on matters of regulatory policy extensive and complex, and failure to comply can have significant and submissions. consequences. Always be sure that medical technology products strictly comply with all applicable rules, regulations, and guidance. Product quality and safety Our medical product customers rely on Envista for industry-leading, safety, product quality and reliability. Each of us has a role to play to ensure that we are accountable for the quality of our products. We also hold our suppliers and distributors accountable to ensure the quality of the products and services they provide. If you learn of any quality problem employees with our medical products, you have a responsibility to promptly report it to Operating Company’s customer service or complaint-handling unit. Our customers and partners Envista Code of Conduct | 22

 
Promotional activities We understand and follow the strict regulations that govern our promotional activities and our educational and commercial relationships with healthcare professionals. We promote our medical products solely based on their approved labeling, and we sell our products through accurate and truthful communications. All information provided to others about our medical products must be truthful, balanced and supported by data and relevant experience. All materials created for use in promoting our products must be reviewed and approved through the proper channels. We always obtain the appropriate legal and regulatory approvals for our medical products. Since approvals are unique to each country, we follow the specific requirements for the marketing, sale, and promotion of our products in that country. Clinical research We are committed to ensuring the safety, privacy and well-being of the patients who volunteer in our clinical trials. We meet all regulatory requirements as well as the highest ethical, scientific, and clinical standards in all of our research initiatives worldwide. Our customers and partners Envista Code of Conduct | 23

 
Regardless of what the laws may be in your location, you must respect Doing business with the government these fundamental principles: Special legal and contracting rules often apply to our dealings Always participate in government procurements with the utmost with governments. These rules include bidding or procurement  integrity and honesty. requirements, special billing and accounting rules, and restrictions on subcontractors or agents we may engage.  Never attempt to win a government contract or even influence tender specifications by offering anything of value to a government employee or any relative or employee of a government employee.  Never attempt to obtain information to give Envista an unfair competitive advantage in a government procurement.  Always be truthful and accurate in all written and oral communications with government officials and agencies.  Keep all required records.  Strictly follow the terms of government contracts. For example, do not make any substitutions for the goods and services to be delivered, or deviate from requirements, without written approval.  Contact the Legal Department if you have any questions. Wherever you are located, if you are pursuing government business for Envista, or are responsible for performing work under a government contract, you are responsible for knowing and following all applicable government procurement and contracting laws. Our customers and partners Envista Code of Conduct | 24

 
Q. The technical manager working for a state-controlled hospital Cooperating with investigations wants to see our latest technology. He is paying for his own flights and hotel accommodation, but would like us to provide Always cooperate with government authorities in connection with administrative support and local transportation. He also requests for information or inspections. When responding to a expects us to entertain him in the evening. Is this appropriate? government request, tell the truth and never mislead anyone, impede their work, or conceal, destroy or alter documents. A. The first thing to note is that since this involves an employee of a state controlled hospital, the technical manager is a government Notify the Legal Department whenever there is a non-routine representative. You can support visits of government and state government request for information or visit. company delegations to our offices and sites, but only if all items are approved in advance by the Legal Department. It is also permissible to promote, demonstrate and explain the benefits of our products or technology to government employees who are decision- makers or potential partners, but you must not try to influence them by offering personal benefits. Discuss the situation with the Legal Department before taking any further action. Our customers and partners Envista Code of Conduct | 25

 
It is not possible to list every situation that could present a conflict, but Conflicts of interest there are certain situations where conflicts are more common. Being able to recognize a potential conflict can help you avoid one. Below A “conflict of interest” occurs when an employee’s private interest are some common examples and guidance: interferes in any way or even appears to interfere with the interests of Envista.  Outside employment – You must not create any business or work for any company, other than Envista or Envista companies, The existence of a real or potential conflict of interest is not that competes with or intends to compete with Envista, or that necessarily a violation of our Code. However, continuing to work for interferes with your work at Envista. You should also be sure Envista in any role, or participating in any decision, that involves that to receive written approval from the Legal Department before conflict of interest without disclosing it is a violation. agreeing to serve on a Board for any for-profit organization. For questions and disclosures regarding conflicts of interest, please  Board service – Employees may not serve on the board of contact the Legal Department. directors of any for-profit, non-Envista company, unless approved in advance by the Envista Corporation Executive Vice President Disclosures and approval with responsibility for the employee’s business/operating company, or in the case of a Envista Corporation, an Executive Employees are prohibited from working for Envista in any role, or Vice President, the Envista General Counsel and Chief Ethics participating in any decision, that involves a conflict of interest, unless and Compliance Officer. the conflict has been escalated and fully disclosed to the employee’s manager, that manager has approved the proposed activity, and the  Financial Interests – It may be a conflict if you, a close friend, employee follows any special procedures required by the manager to or an immediate family member holds a financial interest in a mitigate the conflict. company that does business with, or could otherwise affect, Envista business. In addition, Operating Company L1 employees with potential conflicts must also receive written approval from the Envista General Counsel or Envista Chief Compliance Officer, and Operating Company and Envista corporate employees must receive written approval from the Envista General Counsel or Envista Chief Compliance Officer. Our customers and partners Envista Code of Conduct | 26

 
 Close personal relationships – Working with relatives and others with whom you have close personal relationships may present a conflict of interest. You should not supervise immediate family members or have an immediate family member indirectly reporting to you unless the situation has been reviewed and approved by HR. In all other cases, please consult with your manager or HR for guidance.  Business opportunities – Never take personal advantage of information and business opportunities that you learn about through your work at Envista, nor should you share such information with anyone else for their benefit. These opportunities belong to Envista. Specifically, employees may not: • Take opportunities that are discovered through the use of Envista property, information or position for themselves. • Use Envista property, information, or position for personal gain. • Compete with Envista. Be proactive, and whenever possible, avoid situations that can lead to even the appearance of a conflict of interest. If you find yourself in a potential conflict of interest situation, talk with your manager. Our customers and partners Envista Code of Conduct | 27

 
Q. I own widely traded mutual funds and they include Q. A colleague’s son has just joined our team. Is this allowed? investments in some of our competitors and other companies that we do business with. Is this a conflict? A. Generally, relatives can work in the same team or operating unit, provided the relationship is disclosed and appropriately approved A. It is very unlikely that this would be a conflict. It is not a conflict of by your manager. However, if an immediate family member is interest as long as your interest is limited to ownership of publicly in a position to hire, supervise or influence the management or traded securities (such as common stock or preferred stock) compensation of another relative, that constitutes a conflict of which constitute less than two percent of the applicable class. In interest that must be disclosed to HR and addressed as addition, since your investment is through a widely traded mutual described above. fund, you are not in a position to influence any decisions made by the other companies. Q. I am not sure what is meant by the term “immediate family member”? Do conflicts of interest include people I have close personal relationships with as well as actual relatives? A. When we refer to “immediate family member” we include spouses, domestic partners, children, stepchildren, parents, stepparents, siblings, in-laws and any other people related to you who live in the same home. More generally, our conflicts of interest policy is meant to cover any close relationships that may create an actual or apparent conflict of interest. While it is impossible to anticipate every circumstance, you should be concerned if any activity or relationship interferes — or could be perceived by others to interfere — with your objectivity. If you have any concern at all about any personal relationship, raise it with your manager. Our customers and partners Envista Code of Conduct | 28

 
Gifts and entertainment When exchanging gifts and entertainment, all of the following guidelines must be met: An occasional gift or entertainment is often viewed as a normal part It must be modest in value and not frequent. of doing business, but sometimes even a well-intentioned gift can be  inappropriate and in violation of our policy or the law.  It must not appear to influence, or give the appearance of influencing, the business judgment of the recipient. At Envista, employees may only exchange modestly valued gifts and entertainment that are a reasonable complement to business  There must be a reasonable business purpose. relationships and do not improperly influence others. We do not accept  Always make sure records of gifts and entertainment are or provide gifts or entertainment if the intent is to bias a decision, or is in accurate and reflect the true nature of the transaction. return for any business, services or confidential information. The following practices are never allowed:  Giving or receiving gifts or entertainment during the bidding process.  Giving or accepting lavish or frequent gifts or entertainment.  Giving or accepting any gift of cash or a cash equivalent (gift cards, gift certificates).  Giving or accepting any gift or entertainment that could be embarrassing or reflect negatively on Envista’s reputation or your reputation.  Any gift or entertainment that violates the policies of the recipient’s organization.  Giving gifts, benefits or entertainment of any kind to a government official. Our customers and partners Envista Code of Conduct | 29

 
Gifts and entertainment – government officials Extra care needs to be taken when dealing with government officials. Complex rules govern the giving of gifts and entertainment to government officials (which includes employees of state-owned entities). What may be permissible for commercial customers may be illegal when dealing with governments.  No gifts or other benefits, including entertainment, can be offered to government officials.  Any request made to an employee by a government official for a payment, other than legitimate taxes or fees, must be reported immediately to the Legal Department.  If you have questions, contact the Legal Department immediately. Remember: In many countries where we operate, government officials include healthcare professionals, healthcare administrators and staff in hospitals, as well as government run healthcare programs. Q. A supplier offered me two tickets to a Broadway show. He cannot come with me himself, but has told me to take a friend. The tickets are probably expensive. May I accept them? A. Because the supplier is not accompanying you, the tickets are not considered entertainment but are a gift. You will need to get approval from your manager who will provide guidance in line with Envista and the OpCo’s policies. Our customers and partners Envista Code of Conduct | 30

 
Gathering competitive information We obtain competitive information only through legal means and never through misrepresentation, or through any behavior that could be construed as “espionage,” or “spying”.  When collecting business intelligence, always live up to our standards of integrity — never engaging in fraud, misrepresentation or deception to obtain information.  When we hire former employees of competitors, we must respect any legal or contractual obligation not to use or disclose the confidential information of their former employers.  If you have any questions about whether certain competitive activities comply with our Code, you should immediately consult with your manager or the Legal Department. Q. I just joined Envista after working for several years at one of our competitors. Can I share confidential and proprietary marketing information that I developed while working at my previous job? A. You can use the general knowledge and skills you learned in your previous job, but you cannot bring to Envista any confidential or protected materials produced by you or anyone else for your former employer. If the marketing information is confidential, proprietary or a trade secret of your past employer, using or sharing it now would breach our policies, your obligations to your past employer and possibly the law. You are obliged to protect such information from your past employer just as Envista employees are obliged to protect ours. Check with the Legal Department if you have questions about any specific information. Our customers and partners Envista Code of Conduct | 31

 
Our company

 
Through kaizen Accurate record keeping and or continuous financial reporting improvement, we Investors, government officials and others rely on our accurate and honest books and records. Accurate information is also essential within address customer the Company so that we can make informed business decisions. needs with actions Employees with finance or accounting jobs, or jobs that affect product quality, have a special responsibility in this area, but all of us contribute that benefit the greater to the process of recording business results and maintaining records. Each of us has a responsibility to ensure that the information we submit good. We set the bar in all Envista records is complete, accurate and understandable. high for ourselves and To ensure that we can meet our responsibility to cooperate with audits, investigations and legal document requests, we must preserve records each other. according to our policies, respond fully with all information requested and refrain from editing, modifying or deleting requested information.  Make sure that all Company records, including financial entries, expense reports and time sheets, are clear and complete and do not hide the true nature of any transaction.  Never record false sales or shipments, nor record them early, understate or overstate known liabilities and assets, or defer recording items that should be expensed.. Our company Envista Code of Conduct | 33

 
Q. My manager has asked me to record an unconfirmed sale in  Make sure that all engineering, quality and production records the quarterly report to meet our targets. But the sale will not are accurate. Never falsify such records or make them be completed until after the quarter ends. Should I do what misleading in any way. she asks?  Do not establish any unrecorded Company funds or assets, such as “slush funds” or any other types of “off the books” accounts. A. No. You must always record costs and revenues in the correct time period. Reporting a sale that is not yet complete would be  Employees with any role in the preparation of Envista a misrepresentation. It could be fraud. You need to discuss your Corporation’s financial statements and disclosures have a concern with your manager. If you are not comfortable doing so, responsibility to ensure that they are complete and do not use Speak Up! or seek help using any of the other resources contain any false or misleading statements. listed in the Code.  Never pressure, manipulate or mislead outside accountants involved in auditing or reviewing our financial statements or internal controls. Records management and legal holds Business records must be retained as long as needed for business purposes, or longer if required by applicable law. Documents should only be destroyed in accordance with the record management policy of your applicable business and never in response to, or in anticipation of, an investigation, lawsuit or audit. If you receive a “Legal Hold” you must not alter or discard any relevant information. Contact the Legal Department if there is any doubt about the appropriateness of record destruction. Our company Envista Code of Conduct | 34

 
Confidential information  Do not disclose information to third parties, including business partners, without appropriate authorization and appropriate The unauthorized release of confidential and proprietary information, confidentiality agreements. If in doubt, check with your manager and/or trade secrets, can cause us to lose our competitive advantage, or the Legal Department. embarrass Envista and damage our relationships with our customers and business partners. For these reasons, such information must  Do not discuss confidential information in public places be treated carefully. The following are some examples of this type of where others may overhear or leave confidential information, information: computers, mobile phones or other electronic devices holding confidential information anywhere that they could be stolen or  Sales results, in whole or by product, accessed by others.  Customer lists, These obligations continue even after your employment with Envista ends. When you leave Envista, you must not disclose or use any  Product price and cost information, Envista confidential information, and you must return all copies of materials or devices that contain Envista confidential information.  Personal data of our employees, customers, and suppliers,  Technical details of our systems, products and our product manufacturing processes,  Our business strategies, and  Product launch plans. Employees should ensure that they:  Use and disclose confidential information only for legitimate business purposes.  Properly label confidential information to indicate how it should be handled, distributed and destroyed.  Do not share passwords or allow other people, including friends and family, to use our information technology resources. Our company Envista Code of Conduct | 35

 
Intellectual property Q. I frequently work with Company confidential information on project assignments. I have a tight project deadline coming Intellectual property refers to the inventions, ideas, brands, and up and need to work on the project over the weekend. Am original work that could provide a competitive advantage in the I allowed to use my personal laptop at home to work on marketplace. These things are what we mean when we talk about Company confidential information? leading edge innovation, and we must protect them from our competitors. Any unauthorized disclosure or misuse, either during or A. You may only store Company confidential information on a after your employment with Envista, could be harmful to the Company Company issued laptop, mobile device, or portable storage device / or to our customers. All employees who create intellectual property flash drive which has the appropriate safeguards installed to protect must follow their Envista Company’s policies and processes for Company confidential information. Downloading, editing, or even identifying and protecting that intellectual property. accessing Company confidential information on a non-Company issued device puts you and the Company at-risk to information theft Third parties entrust us with their confidential and proprietary or loss. It also violates the Envista Information Security policy. information, and it is equally important that we handle it with care. Third- party confidential information should only be used in accordance with Protecting inside information the specific terms of a valid license or another legal right to such use. In the course of business, you may become aware of material, If you have questions or concerns about the appropriate use of nonpublic information about Envista or other publicly traded proprietary information or intellectual property, please discuss them companies. Using this information for personal gain or sharing it with with the Legal Department. others is not only unfair to other investors, it is illegal.  Never buy or sell any stocks, bonds, options or other securities of any public company, including Envista, based on material, nonpublic information.  Do not pass on material, nonpublic information to others (this is known as “tipping”). Our company Envista Code of Conduct | 36

 
 Material, non-public information may include: • News of mergers, acquisitions or divestitures.  Definitions • A planned offering or sale of the company’s securities. Information is material if there is a substantial likelihood that a reasonable person would consider the information important in • Major regulatory actions or major litigation concerning making a decision to buy or sell securities. the company. Information is nonpublic until one full business day after it • Significant changes in management. has been widely disseminated to the public through a broadly • A major contract award or cancellation of an existing, disseminated press release and/or a report furnished to the SEC. major contract. • Introduction of a material new product, technology or service, or material developments with respect to existing products, Q. My manager asked me to prepare some financial material technologies or services. related to an acquisition that Envista is considering. The information is confidential and is not yet public. Based on  In addition, certain employees are subject to “blackout periods” the information I reviewed, I think the stock of the acquisition during which time they are not permitted to engage in trades target will go up fast once the news is made public. I know involving Envista securities, and may also be subject to that I cannot buy stock in the company we are planning to preclearance requirements prior to trading in Envista securities acquire, but can I pass the news to my brother since he is not at any time. an “insider?  If you have any questions about whether information is material and nonpublic, contact the Legal Department. A. No. You cannot share the news with others because it is confidential. The information may also be material, non-public information, and sharing it with others could be considered “tipping,” which is against the law and our policies. Our company Envista Code of Conduct | 37

 
If you are ever in doubt as to whether you have authority to sign a Use of company assets document or take another action on behalf of the Company, or any of its subsidiaries, do not act until you are able to establish your authority Each of us is entrusted with the care of Company assets. We must to act, or you obtain appropriate approval. protect them from loss, damage, theft, waste and improper use. Any digital communication using company assets or company managed Q. I have an online greeting cards business that I operate from tools may not be confidential. home, usually on the weekends. On days when I finish lunch early, can I use my Envista computer to process orders from Envista assets include physical property, facilities, equipment, the previous day? vehicles, inventory and supplies, as well as corporate opportunities, financial resources, intellectual property, confidential information, files, A. No. Our policies prohibit you from carrying out non-Envista documents, information systems and data. business on our information systems. You must only run your home business at home, using your own computer and systems.  Our assets must not be given or sold to anyone without appropriate approval.  Only use authorized software, devices and procedures.  Email, our information systems, and the data on them are considered Company property. You should have no expectation of personal privacy when using Company assets. Envista has a responsibility to take necessary precautions to protect our Company assets.  Limited personal use of phones, the internet, email and instant messaging is allowed as long as it does not interfere with your job, business use of the systems or violate any Envista policies. Officers are the only employees allowed to sign documents or exercise authority on behalf of Envista Corporation, or authorize others to do so. In your particular business, signature authority and spending authority are also limited and assigned to certain roles or individuals. Making business commitments outside of these processes, through side deals or otherwise, is not acceptable. Our company Envista Code of Conduct | 38

 
Cybersecurity We are all increasingly dependent on connected devices (laptops, tablets, mobile phones) and information systems to conduct business and communications. Each of us must do our part to protect our data and information systems from accidental and intentional misuse, abuse, tampering, disablement, or unauthorized access to our information systems and data.  Make sure you follow our policies and procedures that are designed to protect our systems, applications, networks, and assets from attack, damage or unauthorized access.  Follow a Think. Protect. Secure. Together. mindset when utilizing company information systems and accessing company data.  Never share, or allow someone besides yourself to use, your usernames and passwords.  Be alert to phishing scams or other attempts to uncover sensitive personal or corporate information.  Do not open suspicious links in emails, even if you think you know the source. Our company Envista Code of Conduct | 39

 
Speaking on behalf of the company Envista strives to provide clear and accurate information to the media, financial analysts and the public. In addition to satisfying important legal requirements, this helps us maintain the trust of our shareholders, potential investors and government regulatory bodies. This, in turn, strengthens our corporate reputation. For these reasons, it is important that only designated employees speak publicly on behalf of Envista.  If you receive a call or request for information from a member of the media or a financial analyst, gather the relevant facts and consult with Envista’s Corporate Communications or Envista’s Investor Relations Department before responding.  Never give the impression that you are speaking on behalf of Envista in any communication that may become public if you are not specifically authorized to do so by an appropriate officer of Envista Corporation.  Obtain approval from Envista’s Corporate Communications Department before making public speeches, writing articles for professional journals, or engaging in other public communications when you are speaking on behalf of Envista. Our company Envista Code of Conduct | 40

 
Using social media Q. Someone has posted a claim on an on-line social network about Envista that I know is false. The post says that we are planning to change suppliers, and not only suggests that we When making a statement on a social media platform, you do so are endorsing the new supplier, but that we are not pleased as an individual, and should not give the appearance of speaking with our current supplier. I think it is important that we correct or acting on behalf of Envista. Always be aware that social forums the misinformation. Is it acceptable if I go ahead and post a are monitored by clients, colleagues and regulators. Think carefully response? before you hit the ‘send’ button in an email or a text. When using social media: A. While it may be tempting to correct the information and engage with the source of the misinformation, you should instead contact  Use good judgment, including expressing ideas and opinions in Envista’s Corporate Communications Department and let them take a respectful manner. the necessary steps.  Clearly state that any opinions you express are your own and do not reflect those of Envista.  Do not disclose confidential business information about the Company, our customers, or our business partners.  Do not give the appearance of representing the Company unless you have been granted specific permission to do so.  Do not engage in rumor or speculation about Company matters in which you may be involved or have been made aware. Our company Envista Code of Conduct | 41

 
Our world

 
We partner with professionals Serving our communities to improve lives. This is Being a responsible corporation is deeply ingrained in Envista’s culture the purpose that guides us. and business. We are proud to have a reputation for being a good Because dental professionals corporate citizen and neighbor. do more than create healthy, Sustainability is not just a phrase or slogan for us, it is central to who we are and what we do. Our innovations improve the quality of life in beautiful smiles – they create meaningful ways. Around the globe, our businesses advance lifesaving confidence. To achieve their research, improve health and safety and promote environmental stewardship. Locally, our employees are active in causes and goals, they need a champion. organizations that make a difference in the communities where they We are uniquely positioned work and live. to be this champion, and our To ensure that our sustainability efforts are aligned with our commitment purpose unites and inspires us. to ethics and integrity, be sure to keep the following in mind:  Do not make any direct or indirect contribution on behalf of the Company unless you are authorized to do so.  If you volunteer to help charitable organizations, be sure that your participation is as a private citizen, unless the activity is authorized or sponsored by the Company.  Soliciting or pressuring customers, business partners or other employees to support your favorite charities or causes is not allowed. Our world Envista Code of Conduct | 43

 
Human rights Q. When I was visiting a new supplier, I noticed employees that were working there that seemed young. When I asked about it, I did not get a clear answer. What are my next steps? We are committed to respecting the human rights and dignity of everyone, and we support international efforts to promote and protect A. You did the right thing — first, to be on the lookout for human rights human rights. abuses, and second, to raise the issue with our supplier. The next step is to report the incident to the Legal Department. We are We comply with all applicable laws pertaining to fair employment committed to human rights and to the elimination of human rights practices, freedom of association, privacy, collective bargaining, abuses, including child labor. immigration, working time, wages and hours, as well as laws prohibiting forced labor, compulsory labor, child labor, employment discrimination and human trafficking. We will not tolerate the abuse of human rights in our operations or in our supply chain. Each of us can help support efforts to eliminate human rights abuses:  Report any suspicion or evidence of human rights abuses in our operations or in the operations of our business partners to your manager, or use Speak Up!  Remember that respect for human dignity begins with our daily interactions with one another, our customers and business partners. It also includes promoting diversity and inclusion, accommodating disabilities and doing our part to protect the rights and dignity of everyone with whom we do business. Our world Envista Code of Conduct | 44

 
Fair competition  Do not agree with a competitor to coordinate bidding, or agree with a customer or competitor not to deal with other companies. We believe in fair, free and open competition. We gain our competitive advantages through the quality of our products, rather than through  Consult with the Legal Department if you have any questions or unethical or illegal business practices. concerns about violations of anti-competition laws. Every country where we operate has laws that govern relationships with competitors, suppliers, distributors and customers. While the legal requirements vary, fair competition laws (also called antitrust, monopoly or competition laws) generally share the same objective — to ensure that markets operate efficiently by providing competitive prices, customer choice and innovation. Industry meetings Industry and trade association meetings serve legitimate and worthwhile purposes. However, these meetings also carry risk because they bring together competitors who might discuss matters of mutual concern and potentially cross the line of what is permissible. Even joking about inappropriate topics, such as marketing or pricing strategies, could be misinterpreted and misreported. If the conversation turns to any kind of anti-competitive discussion, you should refuse to discuss the matter, leave the conversation immediately and report what happened to the Legal Department.  Never talk with, or signal, our competitors about any aspect of our pricing, sales volumes, customers or territories. This applies even to casual conversations.  Do not discuss boycotting customers, suppliers or competitors. Our world Envista Code of Conduct | 45

 
The laws in some countries impose additional penalties for bribing Anti-bribery, anti-corruption government officials, but for us it is simple: offering or accepting a bribe from anyone, at any time is always wrong. Always work honestly and with integrity. Never offer or accept a bribe from anyone, including government officials — and remember, we are Do not give or accept bribes, kickbacks, or accept or provide not only responsible for our actions, but also for the actions of any  any other kind of improper payment. third party who represents Envista including distributors, sales agents, representatives, consultants and logistics providers.  Do not pay facilitation payments. If a facilitation payment is requested, report the request to the Legal Department.  Definitions  Keep accurate books and records so that payments can be honestly described and documented. A bribe is anything of value that is given to influence the behavior of someone in government or the private sector in order to obtain  Be aware of our anti-corruption and bribery standards when business, financial or commercial advantage. selecting third parties that provide services on our behalf. Be vigilant and monitor their behavior. A bribe can be something other than cash. A gift, a favor, even an offer  Be aware that not reporting a bribe or other illegal activity may of a loan or a job could be considered a bribe. Review our policies and itself be a violation of our Code. ask questions about what is acceptable (and what is not). Facilitation payments are typically small payments to a low-level government official that are intended to encourage the official to perform his responsibilities. A government official includes anyone who works for, or is an agent of, a government owned or government-controlled entity. This includes elected and appointed officials of national, municipal or local governments. It also includes officials of political parties and candidates for political offices, as well employees of a government or a state- controlled company. It is not always easy to determine who is and who is not a government official. For example, in some countries physicians and medical staff may be considered government officials. Our world Envista Code of Conduct | 46

 
Q. I was authorized to hire a consultant to help us get the local permits needed for a new project. They asked for a $40,000 retainer to” help move the process along”. Should I agree to this payment? A. No. Before engaging the consultant, you need to consult with the Legal Department or use Speak Up! Before agreeing to make any payment, we need to know how the money will be used. Envista must make sure this money is not used as a bribe, or any other improper payment. Q. I work in a country that is generally considered high-risk for bribery and corruption. My team needs approval from a state- owned company before we can contract with a preferred supplier of a major item of equipment. We are considering paying for several employees of the state-owned company and their spouses to travel to the U.S. for a week, to attend a day of meetings followed by shopping and sightseeing. These employees are not considered to be government officials under local law, so do I need to get advance approval? A. Yes, and you need to review the situation with the Legal Department. The definitions of a government official in the US under the Foreign Corrupt Practices Act (FCPA), and under the UK anti-bribery laws, as well as similar laws of other countries, may be broader than local law, and therefore could include employees of the state-owned company. If this is the case, the proposed hosting of travel for the employees and their spouses would not be approved. Our world Envista Code of Conduct | 47

 
International trade Export regulations We are committed to following applicable international trade laws, All employees are responsible for abiding by export laws. including import and export controls regulations, compliance with Export control laws govern the transfer of goods, services and sanctions and anti-boycott laws, and anti-money laundering laws. technology to another country. Note that export controls govern many Each of us has a responsibility to ensure that we comply with trade types of exchanges of information across national borders, including laws and regulations in any country where we do business. email transmissions and web access to different servers that could contain export controlled technical data. The U.S. also controls the As Envista continues to expand globally, those of us who deal with transmission of certain export controlled technical data to non-U.S.- the importation of goods and export-controlled items, technology and persons within the United States. services have an obligation to understand and comply with applicable regulations. This includes import and export laws, technology control plans, the conditions and provisos of export license authorizations that may apply to their business or facility and Envista’s Import and Export Compliance Policies. Our world Envista Code of Conduct | 48

 
Import regulations Export and import regulations All employees are responsible for abiding by import laws. Import If you are involved in the transfer of goods or services across national laws and regulations govern the importation of goods. Such laws borders on behalf of our company or our customers, you must comply ensure only admissible goods enter the importing country, and that with these laws, regardless of where you are located. If U.S. law the correct amount of duties and taxes are paid on those goods. conflicts with a local trade law, U.S. law may apply. Always consult We must maintain, among other things, accurate information on the with the Trade Compliance Team or the Legal Department for proper commodity/nomenclature, commercial value and country of origin of guidance on this subject. all imported goods. Anti-money laundering laws Envista complies with all laws that prohibit money laundering or financing for illegal or illegitimate purposes. “Money laundering” is the process by which persons or groups try to conceal the proceeds of illegal activities, or try to make the sources of their illegal funds look legitimate. All employees should ensure that they are conducting business with reputable customers, for legitimate business purposes, with legitimate funds. It is important that we know and comply with all laws and regulations intended to prevent money laundering. This means we must make and receive payments for goods and services only via approved and documented payment practices, and we must be vigilant and exercise good judgment when dealing with unusual customer transactions. Check for “red flags,” such as requests from a potential customer or supplier for cash payments or other unusual payment terms. If you suspect money laundering activities, speak up and report it. Our world Envista Code of Conduct | 49

 
Political activity and contributions Q. I went to a fundraising dinner for a candidate for a local government office. This candidate takes positions favorable to our interests, so can I claim the dinner on my expense report? We believe in the right of employees to participate in the political process. You are encouraged to be active in charitable and political A. No. If you did this, it would be considered a political contribution, activities on your own time and at your own expense. which would violate our policies. While you are free to attend political fundraising events as an individual, you must not use Company Consistent with applicable laws, Envista will exercise its right to make assets or funds, or give the impression that you are representing its position known on relevant issues. When doing so, we follow all Envista. If you think your involvement might create a conflict of lobbying laws, and may engage employees or professional lobbyists to interest or appear inappropriate, discuss it with your manager. work with government officials on our behalf.  In all communications, make it clear that your political views and actions are your own and not those of Envista.  Never use Envista resources to contribute to, support or oppose any political party or candidate unless approved by Envista Corporation’s Board of Directors or a committee of the Board.  Supervisors should not solicit direct or indirect reports to contribute to, support or oppose any political party or candidate.  Never make a charitable or political contribution with the intent to improperly influence someone. Our world Envista Code of Conduct | 50

 
Environmental protection and sustainability At Envista, we strive to meet or exceed applicable environmental laws, regulations and permit requirements, and we use environmentally sound practices to ensure the protection of the environment. Employees who work directly with regulated materials have specific responsibilities to ensure they are used, stored, transported and disposed of in a legal, safe and responsible way. All employees should be proactive and look for ways that we can reduce waste and use energy, water and natural resources more efficiently. In addition to environmental compliance, Envista is also committed to sustainability in all our operations. Our commitment to environmental protection and sustainability includes:  Continuous improvement in environmental performance and minimization of waste, water consumption and energy use,  Prevention of pollution,  Integration of sound environmental practices into our business practices including procurement and product design, testing, manufacturing and support, and  Consideration of environmental impacts while developing new products or processes, in selecting production materials and before buying, leasing or selling property. Our world Envista Code of Conduct | 51

 
A final word

 
Ethics and compliance at Envista The Envista Code of Conduct is endorsed by, and has the full support of the Envista Board of Directors. The Envista Board of Directors is responsible for overseeing ethics and compliance at Envista. The Ethics and Compliance team, among other responsibilities, applies and interprets the Code, manages the intake and investigation of Speak Up! questions and concerns, develops and disseminates ethics and compliance trainings and communications, and assists with the design and implementation of preventative compliance measures. The Envista Ethics and Compliance team is managed by the Chief Ethics and Compliance Officer who reports directly to the Envista Corporation General Counsel. The General Counsel has direct access and reporting obligations to the Board of Directors and appropriate Board committee. In administering the Code, the Ethics and Compliance team works closely with other Corporate, and Operating Company functions including Legal, Human Resources, Internal Audit, Finance and other groups focused on ensuring and monitoring compliance. A final word Envista Code of Conduct | 53

 
Examples of some areas where employees may use Speak Up! to Additional ethics and report concerns are as follows: compliance resources  Accounting, record keeping and auditing irregularities Speak Up!  Expense reporting fraud or irregularities The Speak Up! Program is in place for you to ask questions, seek  Bribery, corruption or illegal payments guidance, and to report your concerns in an anonymous and confidential way. Employees are encouraged and expected to ask  Inappropriate documentation practices, questions when unsure about any ethics or compliance issue, and  Inaccurate financial records (or the intention to are required to report actual or potential violations of law, our Code file inaccurate or irregular financial records) of Conduct or other Envista policy. In bringing questions or violations to management’s attention, you are helping to ensure Envista and  Criminal conduct our Operating Companies achieve and sustain the highest levels of ethics and compliance, and you are helping build the foundation of  Violations of law our future success!  Discrimination and workplace harassment  Product quality issues Manufacturing practices Additional resources are located within the OpCo. Visit the  Ethics and Compliance page on Envista Connect for a list  Violation of (or the non-adherence to) Environmental, of all Compliance Resources. Health and Safety (EHS) standards For general inquiries, please contact  Conflicts of interest integrity.answers@envistaco.com  Theft or fraud For questions on compliance training, you may contact your  Workplace violence HR Point of Contact (POC)  Substance abuse A final word Envista Code of Conduct | 54

 
How to report an issue You may report any issues to your immediate manager, or to any of the following resources:  Another manager at your Envista Company  Human Resources or Legal/Compliance Department at your Envista Company  Any member of Envista Corporation management  Any member of the Envista Corporation Internal Audit Staff  Integrity and Compliance Helpline at www.envistaintegrity.com  Any member of the Envista Corporation Board of Directors Please note that our Speak Up! Program is administered by a third- party provider and NOT by Envista to preserve the anonymity and confidentiality of your report. You are encouraged to submit reports relating to violations stated in our Code of Conduct, as well as asking for guidance related to policies and procedure and providing positive suggestions and stories. The information you provide will be sent to Envista by our third-party provider on a totally confidential and anonymous basis if you should choose. You have our guarantee that your comments will be heard. Speak Up! phone numbers are subject to change without prior notice but you can always find the most current information at: www.envistaintergrity.com A final word Envista Code of Conduct | 55

 
Envista supports employees’ right to speak out about matters of Our Code of Conduct does not give any contractual rights or alter the public concern or engage in certain activities related to the terms employment relationship an Employee has with his or her employing and conditions of their employment. Nothing in the Code or in any of DHR Company (except to the extent our Code is incorporated into any our policies is intended to limit or interfere with the right to engage employment agreement, collective bargaining or labor agreement or in activities protected under Section 7 of the U.S. National Labor similar agreement which governs employment). Employees are free Relations Act, or any other local laws or applicable regulations, such to voluntarily resign employment subject to any legal or contractual as discussions related to wages, hours, working conditions, health obligations. Similarly, the Company may terminate employment at hazards and safety issues. any time it believes that it is in the best interests of the business to do so, subject to applicable laws and any employment agreement The existence and content of the Code will be disclosed to which governs employment. Wherever used in our Code, the term shareholders and will be available on Envista’s website. “employment agreement” refers to not only employment agreements, but also all applicable collective bargaining or labor agreements and In limited circumstances, Envista may waive provisions of our Code similar agreements. of Conduct. All waivers require the pre-approval of the Envista Corporation Board of Directors, Chief Executive Officer, General The provisions of the Code are in addition to, and do not modify, Counsel or Chief Ethics and Compliance Officer in writing, and a replace or supersede, other policies or procedures. waiver for a Envista Corporation director or executive officer may be made only by the Envista Corporation Board of Directors or by a committee of the Board. All waivers will be promptly disclosed to the extent required by law or the New York Stock Exchange. A final word Envista Code of Conduct | 56

 
Contact us Please feel free to address any questions you may have about our Code of Conduct to your local legal, finance or human resources department, through the Speak Up! Help- line, or with any of the employees listed below at Envista Corporation. Use the Speak Up line to report: Speak Up!  Inaccuracy of financial records and/or reporting  Accounting and auditing irregularities Report your concerns to your supervisor, Human Resources  Bribery, corruption or illegal payments manager or the Speak Up Helpline. With Speak Up, you may remain anonymous if you choose to do so.  Criminal conduct and violations of law  Discrimination and harassment Envista policy protects employees who raise concerns in good faith against retaliation. Contact Speak Up by phone or online.  Product quality issues For phone numbers, please see the Speak Up global telephone list at www.envistaintegrity.com.  Safety and environmental hazards  Conflicts of interest Speak Up phone numbers may change without prior notice. The most current information will be available on  Theft or fraud www.envistaintegrity.com.  Workplace violence  Cybersecurity issues  Data Privacy challenges Envista Code of Conduct | 57

 
© 2019 Envista. All Rights Reserved

 
Exhibit 99.1

DANAHERLOGO1A.JPG
ENVISTALOGO1A.JPG
ENVISTA ANNOUNCES IPO CLOSING
BREA, CA, September 20, 2019 - Envista Holdings Corporation, a subsidiary of Danaher Corporation (NYSE: DHR), today announced the closing of its previously announced initial public offering (IPO) of 26,768,000 shares of its common stock at a price to the public of $22.00 per share. In connection with the IPO, the underwriters exercised in full their option to purchase an additional 4,015,200 shares of common stock at the price to the public less underwriting discounts, bringing the total IPO size to 30,783,200 shares. The shares began trading on the New York Stock Exchange on September 18, 2019 under the ticker symbol “NVST.”
As of the closing of the IPO, Danaher holds approximately 80.6% of Envista.
After deducting underwriting discounts and commissions payable by Envista, the net proceeds to Envista were approximately $643.4 million. The net proceeds from the IPO have been paid to Danaher as partial consideration for the dental businesses that Danaher transferred to Envista in connection with the IPO.
J.P. Morgan, Goldman Sachs & Co. LLC and Morgan Stanley acted as joint lead book-running managers for the offering. Baird, Evercore ISI and Jefferies acted as book-running managers for the offering. BofA Merrill Lynch, Credit Suisse, Stifel and William Blair acted as co-managers for the offering.
The offering was made only by means of a prospectus. Copies of the prospectus related to the offering may be obtained from:
J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at 866-803-9204 or by email at prospectus-eq_fi@jpmchase.com;
Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, email: prospectus-ny@ny.email.gs.com, telephone: 1-866-471-2526, fax: 1-212-902-9316; or
Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014.
A registration statement relating to these securities was filed with, and declared effective by, the U.S. Securities and Exchange Commission (SEC). This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT ENVISTA
Envista is a global dental products company that develops and provides a comprehensive portfolio of dental consumables, equipment and services to dental professionals covering an estimated 90% of dentists’ clinical needs for diagnosing, treating and preventing dental conditions as well as improving the aesthetics of the human smile. Envista’s operating companies, Nobel Biocare Systems, Ormco and KaVo Kerr, serve more than one million dentists in over 150 countries.
ABOUT DANAHER
Danaher is a global science and technology innovator committed to helping its customers solve complex challenges and improving quality of life around the world. Its family of world class brands has leadership positions in the demanding and attractive health care, environmental and applied end-markets. With more than 20 operating companies, Danaher's globally diverse team of approximately 71,000 associates is united by a common culture and operating system, the Danaher Business System, and its Shared Purpose, Helping Realize Life’s Potential.


ENVISTA INVESTOR RELATIONS CONTACT
John Bedford
Vice President, Investor Relations
Envista Holdings Corporation
200 S. Kraemer Blvd., Building E
Brea, California 92821
Telephone: (714) 516-7576
DANAHER INVESTOR RELATIONS CONTACT
Matthew E. Gugino
Vice President, Investor Relations
Danaher Corporation
2200 Pennsylvania Avenue, N.W., Suite 800W
Washington, D.C. 20037
Telephone: (202) 828-0850