Section

HeadingPage

Section 1.

The Credit Facilities1

Section 1.1.

Revolving Credit Commitments1

Section 1.2.

Letters of Credit2

Section 1.3.

Applicable Interest Rates6

Section 1.4.

Minimum Borrowing Amounts; Maximum Term SOFR, RFR and CIBOR Loans7

Section 1.5.

Manner of Borrowing Loans and Designating Applicable Interest Rates7

Section 1.6.

Interest Periods9

Section 1.7.

Maturity of Loans10

Section 1.8.

Prepayments10

Section 1.9.

Default Rate11

Section 1.10.

Evidence of Indebtedness12

Section 1.11.

Funding Indemnity13

Section 1.12.

Commitment Terminations14

Section 1.13.

Replacement of Lenders14

Section 1.14.

Swing Loans15

Section 1.15.

Increase in Commitments17

Section 1.16.

Defaulting Lenders18

Section 1.17.

Cash Collateral for Fronting Exposure21

Section 2.

Fees22

Section 2.1.

Fees22

Section 3.

Place and Application of Payments22

Section 3.1.

Place and Application of Payments22

Section 4.

The Guaranties24

Section 4.1.

Guaranties24

Section 4.2.

Further Assurances24

Section 5.

Definitions; Interpretation25

Section 5.1.

Definitions25

Section 5.2.

Interpretation55

Section 5.3.

Change in Accounting Principles56

Section 5.4.

Exchange Rates; Currency Equivalents56

Section 5.5.

Additional Alternative Currencies57

Section 5.6.

Change of Currency57

Section 5.7.

Divisions57

Section 5.8.

Rates57

Section 6.

Representations and Warranties58

Section 6.1.

Organization and Qualification58

Section 6.2.

Subsidiaries58

Section 6.3.

Authority and Validity of Obligations59

Section 6.4.

Use of Proceeds; Margin Stock59

Section 6.5.

Financial Reports60

Section 6.6.

No Material Adverse Change60

Section 6.7.

Full Disclosure60

Section 6.8.

Trademarks, Franchises, and Licenses60

Section 6.9.

Governmental Authority and Licensing61

Section 6.10.

Good Title61

Section 6.11.

Litigation and Other Controversies61

Section 6.12.

Taxes61

Section 6.13.

Approvals61

Section 6.14.

Affiliate Transactions61

Section 6.15.

Investment Company62

Section 6.16.

ERISA62

Section 6.17.

Compliance with Laws62

Section 6.18.

Other Agreements63

Section 6.19.

Solvency63

Section 6.20.

No Default63

Section 6.21.

Sanctions Concerns and Anti‑Corruption Laws63

Section 6.22.

Claims Pari Passu.63

Section 7.

Conditions Precedent63

Section 7.1.

All Credit Events64

Section 7.2.

Initial Credit Event64

Section 8.

Covenants65

Section 8.1.

Maintenance of Business65

Section 8.2.

Maintenance of Properties66

Section 8.3.

Taxes and Assessments66

Section 8.4.

Insurance66

Section 8.5.

Financial Reports66

Section 8.6.

Inspection68

Section 8.7.

Borrowings and Guaranties69

Section 8.8.

Liens69

Section 8.9.

Investments, Acquisitions, Loans and Advances71

Section 8.10.

Mergers, Consolidations and Sales73

Section 8.11.

Maintenance of Subsidiaries74

Section 8.12.

Dividends and Certain Other Restricted Payments74

Section 8.13.

ERISA75

Section 8.14.

Compliance with Laws75

Section 8.15.

Burdensome Contracts With Affiliates76

Section 8.16.

No Changes in Fiscal Year76

Section 8.17.

Formation of Subsidiaries76

Section 8.18.

Change in the Nature of Business76

Section 8.19.

Use of Loan Proceeds76

Section 8.20.

No Restrictions76

Section 8.21.

Compliance with Sanctions Programs77

Section 8.22.

Net Leverage Ratio77

Section 8.23.

Interest Coverage Ratio77

Section 9.

Events of Default and Remedies77

Section 9.1.

Events of Default77

Section 9.2.

Non‑Bankruptcy Defaults79

Section 9.3.

Bankruptcy Defaults80

Section 9.4.

Collateral for Undrawn Letters of Credit80

Section 9.5.

Notice of Default81

Section 9.6.

Expenses81

Section 10.

Change in Circumstances81

Section 10.1.

Change in Law81

Section 10.2.

Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, Rates; Benchmark Replacement81

Section 10.3.

Increased Costs85

Section 10.4.

Lending Offices86

Section 10.5.

Discretion of Lender as to Manner of Funding86

Section 11.

The Administrative Agent86

Section 11.1.

Appointment and Authorization of Administrative Agent86

Section 11.2.

Administrative Agent and its Affiliates87

Section 11.3.

Action by Administrative Agent87

Section 11.4.

Consultation with Experts88

Section 11.5.

Liability of Administrative Agent; Credit Decision88

Section 11.6.

Indemnity88

Section 11.7.

Resignation of Administrative Agent and Successor Administrative Agent89

Section 11.8.

L/C Issuer and Swing Line Lender.89

Section 11.9.

Designation of Additional Agents90

Section 11.10.

Authorization of Administrative Agent to File Proofs of Claim90

Section 11.11.

Certain ERISA Matters91

Section 11.12.

Recovery of Erroneous Payments92

Section 12.

The Guarantees93

Section 12.1.

The Guarantees93

Section 12.2.

Guarantee Unconditional93

Section 12.3.

Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances94

Section 12.4.

Subrogation95

Section 12.5.

Waivers95

Section 12.6.

Limit on Recovery95

Section 12.7.

Stay of Acceleration95

Section 12.8.

Benefit to Guarantors96

Section 12.9.

Guarantor Covenants96

Section 12.10.

Keepwell96

Section 13.

Miscellaneous96

Section 13.1.

Taxes96

Section 13.2.

No Waiver, Cumulative Remedies100

Section 13.3.

Non‑Business Days100

Section 13.4.

Survival of Representations100

Section 13.5.

Survival of Indemnities100

Section 13.6.

Sharing of Set‑Off100

Section 13.7.

Notices101

Section 13.8.

Counterparts103

Section 13.9.

Successors and Assigns103

Section 13.10.

Amendments107

Section 13.11.

Headings108

Section 13.12.

Costs and Expenses; Indemnification108

Section 13.13.

Set‑off109

Section 13.14.

Entire Agreement109

Section 13.15.

[Reserved]109

Section 13.16.

Severability of Provisions109

Section 13.17.

Excess Interest109

Section 13.18.

Lender’s Obligations Several110

Section 13.19.

Governing Law; Jurisdiction; Consent to Service of Process110

Section 13.20.

Waiver of Jury Trial111

Section 13.21.

Confidentiality111

Section 13.22.

USA Patriot Act112

Section 13.23.

Judgment Currency112

Section 13.24

No Advisory or Fiduciary Responsibility112

Section 13.25.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions113

Section 13.26.

Appointment and Authorization of Company114

Section 13.27.

Amendment and Restatement; Release114

Section 13.28.

Acknowledgement Regarding any Supported QFCs115

Signature Page

S‑1

Exhibit A

—Notice of Payment Request

A.The Company, CTS International B.V. (“CTS BV”), the guarantors party thereto, the lenders party thereto (the “Existing Lenders”), and the Administrative Agent previously entered into an Amended and Restated Credit Agreement dated as of February 12, 2019 (as heretofore amended or otherwise modified, the “Existing Credit Agreement”).  Pursuant to the Existing Credit Agreement, the Administrative Agent and the Existing Lenders agreed, among other things, to extend a $300,000,000 revolving credit facility to the Company.

B.The Company has requested that (i) the revolving credit commitment under the Existing Credit Agreement be increased to $400,000,000, (ii) the maturity date under the Existing Credit Agreement be extended, (iii) CTS Denmark be added as a Borrower thereunder, (iv) CTS BV be removed as a Borrower thereunder, (v) certain other amendments be made to the Existing Credit Agreement, and (vi) for the sake of clarity and convenience, the Existing Credit Agreement be restated in its entirety as so amended, and the Administrative Agent and the Lenders have agreed to such requests on the terms and conditions set forth in this Agreement.

C.This Agreement shall constitute for all purposes an amendment to the Existing Credit Agreement and not a new or substitute agreement.

Section 1.

The Credit Facilities.

Section 1.1.Revolving Credit Commitments.  Subject to the terms and conditions hereof, each Lender, by its acceptance hereof, severally agrees to make a loan or loans (individually a “Revolving Loan” and collectively for all the Lenders the “Revolving Loans”) to a Borrower in U.S. Dollars or in one or more Alternative Currencies from time to time on a revolving basis in an aggregate outstanding amount for all Borrowers up to the amount of such Lender’s Revolving Credit Commitment, subject to any reductions thereof pursuant to the terms hereof, before the

Revolving Credit Termination Date; provided however, that (i) the sum of the Total Revolving Outstandings shall not exceed the Revolving Credit Commitments in effect at such time and (ii) the aggregate Outstanding Amount of all Revolving Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Each Borrowing of Revolving Loans shall be made ratably by the Lenders in proportion to their respective Revolver Percentages.  As provided in Section 1.5(a) hereof, the Company may elect that each Borrowing of Revolving Loans be Base Rate Loans, CIBOR Loans, RFR Loans or Term SOFR Loans; provided that (i) all Revolving Loans denominated in Danish Krone shall be CIBOR Loans, and (ii) subject to the foregoing clause (i), all Revolving Loans denominated in an Alternative Currency shall be RFR Loans.  Revolving Loans may be repaid and the principal amount thereof reborrowed before the Revolving Credit Termination Date, subject to the terms and conditions hereof.

Section 1.2.Letters of Credit.  (a) General Terms.  Subject to the terms and conditions hereof, as part of the Revolving Credit, the L/C Issuer shall issue standby and commercial letters of credit (each a “Letter of Credit”) for the Company’s account and/or for the account of the Company and/or one or more of its Subsidiaries in U.S. Dollars in an aggregate undrawn face amount up to the L/C Sublimit.  Notwithstanding anything herein to the contrary, those certain letters of credit issued for the account of the Company by BMO Harris Bank N.A. and listed on Schedule 1.2 hereof (the “Existing Letters of Credit”) shall each constitute a “Letter of Credit” herein for all purposes of this Agreement with the Company as the applicant therefor, to the same extent, and with the same force and effect as if the Existing Letters of Credit had been issued under this Agreement at the request of the Company.  Each Letter of Credit shall be issued by the L/C Issuer, but each Lender shall be obligated to reimburse the L/C Issuer for such Lender’s Revolver Percentage of the amount of each drawing thereunder and, accordingly, each Letter of Credit shall constitute usage of the Revolving Credit Commitment of each Lender pro rata in an amount equal to its Revolver Percentage of the L/C Obligations then outstanding.

(b)Applications.  At any time before the Revolving Credit Termination Date, the L/C Issuer shall, at the request of the Company, issue one or more Letters of Credit in U.S. Dollars, in a form reasonably satisfactory to the L/C Issuer, with expiration dates no later than the earlier of 12 months from the date of issuance (or which are cancelable not later than 12 months from the date of issuance and each renewal) and 30 days prior to the Revolving Credit Termination Date, in an aggregate face amount as set forth above, upon the receipt of an application duly executed by the Company and, if such Letter of Credit is for the account of one of its Subsidiaries, such Subsidiary, in the form then customarily prescribed by the L/C Issuer for the Letter of Credit requested (each an “Application”).  Notwithstanding anything contained in any Application to the contrary: (i) the Company shall pay fees in connection with each Letter of Credit as set forth in Section 2.1(b) hereof, (ii) except as otherwise provided in Section 1.8 or 1.16 hereof, before the occurrence of an Event of Default, the L/C Issuer will not call for the funding by the Company of any amount under a Letter of Credit before being presented with a drawing thereunder, and (iii) if the L/C Issuer is not timely reimbursed for the amount of any drawing under a Letter of Credit on the date such drawing is paid, the Company’s obligation to reimburse the L/C Issuer for the amount of such drawing shall bear interest (which the Company hereby promises to pay) (A) from and after the date such drawing is paid until the Business Day following the date such drawing is paid at a rate per annum equal to the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed) and (B) thereafter at a rate per annum equal to the sum of 2.0% plus the Applicable Margin plus the Base Rate from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of

days elapsed).  If the L/C Issuer issues any Letter of Credit with an expiration date that is automatically extended unless the L/C Issuer gives notice that the expiration date will not so extend beyond its then scheduled expiration date, unless the Required Lenders instruct the L/C Issuer otherwise, the L/C Issuer will give such notice of non‑renewal before the time necessary to prevent such automatic extension if before such required notice date: (x) the expiration date of such Letter of Credit if so extended would be after the Revolving Credit Termination Date, (y) the Revolving Credit Commitments have been terminated, or (z) a Default or an Event of Default exists and the Administrative Agent, at the request or with the consent of the Required Lenders, has given the L/C Issuer instructions not to so permit the extension of the expiration date of such Letter of Credit.  The L/C Issuer agrees to issue amendments to the Letter(s) of Credit increasing the amount, or extending the expiration date, thereof at the request of the Company, subject to the conditions of Section 7 hereof and the other terms of this Section 1.2.  Notwithstanding anything contained herein to the contrary, the L/C Issuer shall be under no obligation to issue, extend or amend any Letter of Credit if a default of any Lender’s obligations to fund under Section 1.16(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements with the Company or such Lender satisfactory to the L/C Issuer to eliminate the L/C Issuer’s risk with respect to such Lender.

(c)The Reimbursement Obligations.  Subject to Section 1.2(b) hereof, the obligation of the Company to reimburse the L/C Issuer for all drawings under a Letter of Credit (a “Reimbursement Obligation”) shall be governed by the Application related to such Letter of Credit, except that reimbursement shall be made by no later than 12:00 Noon (Chicago time) on the date when each drawing is to be paid in immediately available funds at the Administrative Agent’s principal office in Chicago, Illinois or such other office as the Administrative Agent may designate in writing to the Company (who shall thereafter cause to be distributed to the L/C Issuer such amount(s) in like funds).  If the Company does not make any such reimbursement payment on the date due and the Participating Lenders fund their participations therein in the manner set forth in Section 1.2(e) below, then all payments thereafter received by the Administrative Agent in discharge of any of the relevant Reimbursement Obligations shall be distributed in accordance with Section 1.2(e) below.

(d)Obligations Absolute.  The Company’s obligation to reimburse L/C Obligations as provided in subsection (c) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the relevant Application under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the L/C Issuer under a Letter of Credit against presentation of a draft or other document that does not strictly comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder. None of the Administrative Agent, the

Lenders, or the L/C Issuer shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the 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 determined by a court of competent jurisdiction by final and nonappealable judgment), the L/C Issuer shall be deemed to have exercised care in each such determination.  In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the L/C Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(e)The Participating Interests.  Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”), an undivided percentage participating interest (a “Participating Interest”), to the extent of its Revolver Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer.  Upon any failure by the Company to pay any Reimbursement Obligation at the time required on the date the related drawing is to be paid, as set forth in Section 1.2(c) above, or if the L/C Issuer is required at any time to return to the Company or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Chicago time), or not later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s Revolver Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, the Base Rate in effect for each such day.  Each such Participating Lender shall thereafter be entitled to receive its Revolver Percentage of

each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer retaining its Revolver Percentage thereof as a Lender hereunder.

(f)Indemnification.  The Participating Lenders shall, to the extent of their respective Revolver Percentages, indemnify the L/C Issuer (to the extent not reimbursed by the Company) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from the L/C Issuer’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment) that the L/C Issuer may suffer or incur in connection with any Letter of Credit issued by it.  The obligations of the Participating Lenders under this Section 1.2(f) and all other parts of this Section 1.2 shall survive termination of this Agreement and of all Applications, Letters of Credit, and all drafts and other documents presented in connection with drawings thereunder.

(g)Manner of Requesting a Letter of Credit.  The Company shall provide at least five (5) Business Days’ advance written notice to the Administrative Agent of each request for the issuance of a Letter of Credit, such notice in each case to be accompanied by an Application for such Letter of Credit properly completed and executed by the Company and, in the case of an extension, amendment or an increase in the amount of a Letter of Credit, a written request therefor, in a form reasonably acceptable to the Administrative Agent and the L/C Issuer.  The Administrative Agent shall promptly notify the L/C Issuer of the Administrative Agent’s receipt of each such notice (and the L/C Issuer shall be entitled to assume that the conditions precedent to any such issuance, extension, amendment or increase have been satisfied unless notified to the contrary by the Administrative Agent or the Required Lenders) and the L/C Issuer shall promptly notify the Administrative Agent and the Lenders of the issuance of the Letter of Credit so requested.

(h)Replacement of the L/C Issuer.  The L/C Issuer may be replaced at any time by written agreement among 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.  From and after the effective date of any such replacement (i) the successor L/C Issuer shall have all the rights and obligations of the L/C Issuer under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to refer to such successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall require.  

After the replacement of a 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 a 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.

Section 1.3.Applicable Interest Rates.  (a) Base Rate Loans.  Subject to the provisions of Section 1.9, each Base Rate Loan made or maintained by a Lender shall bear interest (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced, continued or created by conversion from a Term SOFR Loan until such Loan is repaid at a rate per annum equal to the sum of the Applicable Margin plus the Base Rate from time to time in effect, payable on each Interest Payment Date and at maturity (whether by acceleration or otherwise). For the avoidance of doubt, Base Rate Loans may only be borrowed in U.S. Dollars.

(b)Term SOFR Loans.  Each Term SOFR Loan made or maintained by a Lender shall bear interest during each Interest Period it is outstanding (computed on the basis of a year of 360 days and the actual number of days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced, continued or created by conversion from a Base Rate Loan until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus the Term SOFR applicable to such Interest Period plus the Term SOFR Adjustment, payable on each Interest Payment Date and at maturity (whether by acceleration or otherwise). For the avoidance of doubt, Term SOFR Loans may only be borrowed in U.S. Dollars.

(d)CIBOR Loans. Each CIBOR Loan made or maintained by a Lender shall bear interest during each Interest Period it is outstanding (computed on the basis of a year of 360 days and the actual number of days elapsed) on the unpaid principal amount thereof from the date such Loan is advanced or continued until maturity (whether by acceleration or otherwise) at a rate per annum equal to the sum of the Applicable Margin plus Adjusted CIBOR applicable for such Interest Period, payable on each Interest Payment Date and at maturity (whether by acceleration or otherwise). For the avoidance of doubt, CIBOR Loans may only be borrowed in Danish Krone.

(e)Rate Determinations. The Administrative Agent shall determine each interest rate applicable to the Loans and the Reimbursement Obligations hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error. In connection with the use or administration of Term SOFR or any Daily Simple RFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such

Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.  The Administrative Agent will promptly notify the Company and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR or any Daily Simple RFR.

Section 1.4.Minimum Borrowing Amounts; Maximum Term SOFR, RFR and CIBOR Loans.  Each Borrowing of Base Rate Loans advanced under a Credit shall be in an amount not less than $1,000,000 or such greater amount which is an integral multiple of $100,000.  Each Borrowing of Term SOFR Loans, RFR Loans or CIBOR Loans advanced, continued or converted shall be in an amount equal to the Dollar Equivalent of $2,000,000 or such greater amount which is an integral multiple of the Dollar Equivalent of $100,000.  Without the Administrative Agent’s consent (which consent shall not be unreasonably withheld or delayed), there shall not be more than ten (10) Borrowings of Term SOFR Loans, RFR Loans and CIBOR Loans in the aggregate outstanding under the Revolving Credit at any one time; provided that not more than two (2) of such Borrowings shall have an Interest Period of one week.

Section 1.5.Manner of Borrowing Loans and Designating Applicable Interest Rates.  (a) Notice to the Administrative Agent.  The Company, on behalf of the applicable Borrower, shall give notice to the Administrative Agent by no later than 12:00 noon (Chicago time): (i) at least three (3) Business Days before the date on which the Company requests the Lenders to advance a Borrowing of Term SOFR Loans, (ii) at least four (4) RFR Business Days (or five (5) RFR Business Days in the case of a Special Notice Currency) before the date the Company requests the Lenders to advance a Borrowing of RFR Loans denominated in Alternative Currencies, (iii) at least four (4) Business Days before the date the Company requests the Lenders to advance a Borrowing of CIBOR Loans, and (iv) on the date the Company requests the Lenders to advance a Borrowing of Base Rate Loans.  The Loans included in each Borrowing shall be denominated in the currency and bear interest initially at the type of rate specified in such notice of a new Borrowing.  Thereafter, subject to the terms and conditions hereof, the Company may, on behalf of the applicable Borrower, from time to time elect to change or continue the type of interest rate borne by each Borrowing or, subject to the minimum amount requirement for each outstanding Borrowing contained in Section 1.4 hereof, a portion thereof, as follows: (i) if such Borrowing is of Term SOFR Loans, on the last day of the Interest Period applicable thereto, the Company may continue part or all of such Borrowing as Term SOFR Loans or convert part or all of such Borrowing into Base Rate Loans or (ii) if such Borrowing is of Base Rate Loans, on any Business Day, the Company may convert all or part of such Borrowing into Term SOFR Loans for an Interest Period or Interest Periods specified by the Company.  The Company shall give all such notices requesting the advance, continuation or conversion of a Borrowing to the Administrative Agent by telephone, telecopy or other telecommunication device acceptable to the Administrative Agent (which notice shall be irrevocable once given and, if by telephone, shall be promptly confirmed in writing), substantially in the form attached hereto as Exhibit B (Notice of Borrowing) or Exhibit C (Notice of Continuation/Conversion), as applicable, or in such other form acceptable to the Administrative Agent.  Notice of the continuation of a Borrowing of Term SOFR Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Base Rate Loans into Term SOFR Loans must be given by no later than 12:00 noon (Chicago time) at least three (3) Business Days before the date of the requested continuation or conversion.  All such notices concerning the advance, continuation or conversion of a Borrowing shall specify the applicable

Borrower, the date of the requested advance, continuation or conversion of a Borrowing (which shall be a Business Day), the amount and currency of the requested Borrowing to be advanced, continued or converted, the type of Loans to comprise such new, continued or converted Borrowing and, if such Borrowing is to be comprised of Term SOFR Loans or CIBOR Loans, the Interest Period applicable thereto.  Upon notice to the Company by the Administrative Agent or the Required Lenders (or, in the case of an Event of Default under Section 9.1(j) or 9.1(k) hereof with respect to a Borrower, without notice), no Borrowing of Term SOFR Loans or CIBOR Loans shall be advanced, continued, or created by conversion if any Default or Event of Default then exists and any or all of the then outstanding CIBOR Loans shall be prepaid, or redenominated into U.S. Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.  The Borrowers agree that the Administrative Agent may rely on any such telephonic, telecopy or other telecommunication notice given by any person the Administrative Agent in good faith believes is an Authorized Representative without the necessity of independent investigation and, in the event any such notice by telephone conflicts with any written confirmation, such telephonic notice shall govern if the Administrative Agent has acted in reliance thereon.  Except as provided pursuant to Section 5.6(c), no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.

(b)Notice to the Lenders.  The Administrative Agent shall give prompt telephonic, telecopy or other telecommunication notice to each Lender of any notice from the Company received pursuant to Section 1.5(a) above and, the amount of such Lender’s Loan to be made as part of the requested Borrowing.

(c)Company’s Failure to Notify; Automatic Continuations and Conversions.  Any outstanding Borrowing of Base Rate Loans shall automatically continue as Base Rate Loans unless the Company has notified the Administrative Agent hereof that the applicable Borrower intends to convert such Borrowing, subject to Section 7.1 hereof, into a Borrowing of Term SOFR Loans or such Borrowing is prepaid in accordance with Section 1.8(a) hereof.  Any outstanding Borrowing of RFR Loans denominated in an Alternative Currency shall automatically continue as RFR Loans in such Alternative Currency unless the Company has notified the Administrative Agent hereof that the applicable Borrower intends to prepay such Borrowing in accordance with Section 1.8(a) hereof.  If the Company fails to give notice pursuant to Section 1.5(a) hereof of the continuation or conversion of any outstanding principal amount of a Borrowing of Term SOFR Loans before the last day of its then current Interest Period within the period required by Section 1.5(a) hereof or, whether or not such notice has been given, one or more of the conditions set forth in Section 7.1 for the continuation or conversion of a Borrowing of Term SOFR Loans would not be satisfied, and such Borrowing is not prepaid in accordance with Section 1.8(a) hereof, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans. If the Company fails to give notice pursuant to Section 1.5(a) hereof of the continuation or conversion of any outstanding principal amount of a Borrowing of CIBOR Loans before the last day of its then current Interest Period within the period required by Section 1.5(a) hereof or, whether or not such notice has been given, one or more of the conditions set forth in Section 7.1 for the continuation or conversion of a Borrowing of CIBOR Loans would not be satisfied, and such Borrowing is not prepaid in accordance with Section 1.8(a) hereof, such CIBOR Loans shall be continued as CIBOR Loans with an Interest Period of one (1) month.

(d)Disbursement of Loans.  Not later than 1:00 p.m. (Chicago time), in the case of any Loan denominated in U.S. Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, on the date of any requested advance of a new Borrowing, subject to Section 7 hereof, each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available at the Administrative Agent’s office for such currency in Chicago, Illinois (or such other location as the Administrative Agent shall designate).  The Administrative Agent shall make the proceeds of each new Borrowing available to the applicable Borrower at the Administrative Agent’s principal office in Chicago, Illinois (or at such other location as the Administrative Agent shall designate).

(e)Administrative Agent Reliance on Lender Funding.  Unless the Administrative Agent shall have been notified by a Lender prior to (or, in the case of a Borrowing of Base Rate Loans, by 1:00 p.m. (Chicago time) on) the date on which such Lender is scheduled to make payment to the Administrative Agent of the proceeds of a Loan (which notice shall be effective upon receipt) that such Lender does not intend to make such payment, the Administrative Agent may assume that such Lender has made such payment when due and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to the applicable Borrower the proceeds of the Loan to be made by such Lender and, if any Lender has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, pay to the Administrative Agent the amount made available to such Borrower attributable to such Lender together with interest thereon in respect of each day during the period commencing on the date such amount was made available to such Borrower and ending on (but excluding) the date such Lender pays such amount to the Administrative Agent at a rate per annum equal to: (i) if such Loan is denominated in U.S. Dollars, (A) from the date the related advance was made by the Administrative Agent to the date two (2) Business Days after payment by such Lender is due hereunder, the Federal Funds Rate for each such day and (B) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, the Base Rate in effect for each such day and (ii) if such Loan is denominated in an  Alternative Currency, such rate as determined by the Administrative Agent as is current market practice in such currency in accordance with banking industry rules on interbank compensation.  If such amount is not received from such Lender by the Administrative Agent immediately upon demand, the applicable Borrower will, on demand, repay to the Administrative Agent the proceeds of the Loan attributable to such Lender with interest thereon at a rate per annum equal to the interest rate applicable to the relevant Loan, but without such payment being considered a payment or prepayment of a Loan under Section 1.11 hereof so that such Borrower will have no liability under such Section with respect to such payment.

Section 1.6.Interest Periods.  As provided in Section 1.5(a) and 1.14 hereof, at the time of each request to advance, continue or create by conversion a Borrowing of Term SOFR Loans, CIBOR Loans or Swing Loans, the Company shall select an Interest Period applicable to such Loans from among the available options.  The term “Interest Period” means the period commencing on the date a Borrowing of Term SOFR Loans, RFR Loans, CIBOR Loans or Swing Loans is advanced, continued or created by conversion and ending:  (a) in the case of a Term SOFR Loan, 1 month, 3 months or 6 months thereafter, as specified in the applicable borrowing request or interest election request, (b) in the case of a CIBOR Loan, one week or 1, 2, 3 or 6 months thereafter, as specified in the applicable borrowing request or interest rate election, (c) in the case

of RFR Loans 3 months thereafter, and (d) in the case of a Swing Loan, on the date 1 to 29 days thereafter as mutually agreed to by the Company and the Administrative Agent; provided, however, that:

(a)any Interest Period for a Borrowing of Revolving Loans or Swing Loans that otherwise would end after the Revolving Credit Termination Date shall end on the Revolving Credit Termination Date;

(b)whenever the last day of any Interest Period would otherwise be a day that is not a Business Day, the last day of such Interest Period shall be extended to the next succeeding Business Day, provided that, if such extension would cause the last day of an Interest Period for a Borrowing of Term SOFR Loans or CIBOR Loans to occur in the following calendar month, the last day of such Interest Period shall be the immediately preceding Business Day;

(c)for purposes of determining an Interest Period for a Borrowing of Term SOFR Loans or CIBOR Loans, a month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month; provided, however, that if there is no numerically corresponding day in the month in which such an Interest Period is to end or if such an Interest Period begins on the last Business Day of a calendar month, then such Interest Period shall end on the last Business Day of the calendar month in which such Interest Period is to end; and

(d)no tenor that has been removed from this definition pursuant to Section 10.2 below shall be available for specification in such borrowing request or interest election request.

Section 1.7.Maturity of Loans.  Each Revolving Loan, both for principal and interest not sooner paid, shall mature and become due and payable by the applicable Borrower on the Revolving Credit Termination Date.  Each Swing Loan shall mature and become due and payable by the applicable Borrower on the last day of the Interest Period applicable thereto, or if earlier, the Revolving Credit Termination Date.

Section 1.8.Prepayments.  (a) Optional.  The applicable Borrower shall have the privilege of prepaying without premium or penalty (except as set forth in Section 1.11 below) and in whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $100,000, (ii) if such Borrowing is of Term SOFR Loans, RFR Loans or CIBOR Loans, in an amount not less than the Dollar Equivalent of $500,000, and (iii) in each case, in an amount such that the minimum amount required for a Borrowing pursuant to Sections 1.4 and 1.14 hereof remains outstanding) any Borrowing of (A) Term SOFR Loans at any time upon not fewer than three (3) Business Days prior notice by the Company to the Administrative Agent or (B) RFR Loans or CIBOR Loans at any time upon not fewer than four (4) Business Days (or five (5) Business Days if denominated in a Special Notice Currency) prior written notice by the Company to the Administrative Agent or, in the case of a Borrowing of Base Rate Loans, notice delivered by the Company, on behalf of the applicable Borrower, to the Administrative Agent no later than 12:00 noon (Chicago time) on the date of prepayment, (or, in any case, such shorter period of time

then agreed to by the Administrative Agent) such prepayment to be made by the payment of the principal amount to be prepaid and, in the case of any Term SOFR Loans, CIBOR Loans or Swing Loans, accrued interest thereon to the date fixed for prepayment plus any amounts due the Lenders under Section 1.11 hereof.

(b)Mandatory. (i) The Borrowers shall, on each date the Revolving Credit Commitments are reduced pursuant to Section 1.12 hereof or, if for any reason, the Total Revolving Outstandings at any time exceed the Revolving Credit Commitments at such time, prepay the Revolving Loans, Swing Loans, and, if necessary, prefund the L/C Obligations in accordance with Section 9.4 hereof by the amount, if any, necessary to reduce the Total Revolving Outstandings to the aggregate Revolving Credit Commitments then in effect.

(c)Alternative Currencies.  If the Administrative Agent notifies the Company on behalf of the Borrowers 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 five (5) 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.

(d)The Administrative Agent will promptly advise each Lender of any notice of prepayment it receives from the Company.  Any amount of Revolving Loans and Swing Loans paid or prepaid before the Revolving Credit Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again.

Section 1.9.Default Rate.  Notwithstanding anything to the contrary contained in Section 1.3 hereof, while any Event of Default exists or after acceleration, the applicable Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the principal amount of all Loans and Reimbursement Obligations, letter of credit fees and other amounts then owing by it at a rate per annum equal to:

(a)for any Base Rate Loan or any Swing Loan bearing interest based on the Base Rate, the sum of 2.0% plus the Applicable Margin plus the Base Rate from time to time in effect;

(b)for any Term SOFR Loan or any Swing Loan bearing interest at the Quoted Rate, the sum of 2.0% plus the rate of interest in effect thereon at the time of such default

until the end of the Interest Period applicable thereto and, thereafter, at a rate per annum equal to the sum of 2.0% plus the Applicable Margin for Base Rate Loans plus the Base Rate from time to time in effect;

(c)for any CIBOR Loan, the sum of 2.0% plus the rate of interest in effect thereon at the time of such default until the end of the Interest Period applicable thereto and, thereafter, if such loan is not redenominated into U.S. Dollars as provided by Section 1.5(a) hereof, at a rate per annum equal to the sum of (i) the Applicable Margin for CIBOR Loans plus (ii) 2.0% plus (iii) the rate of interest per annum as determined in good faith by the Administrative Agent (rounded upwards, if necessary, to the next higher 1/100,000 of 1%) at which overnight or weekend deposits (or, if such amount due remains unpaid more than three (3) Business Days, then for such other period of time not longer than one month as the Administrative Agent may elect in good faith) of Danish Krone for delivery in immediately available and freely transferable funds would be offered by the Administrative Agent to major banks in the interbank market upon request of such major banks for the applicable period as determined above and in an amount comparable to the unpaid principal amount of any such CIBOR Loan (or, if the Administrative Agent is not placing deposits in Danish Krone in the interbank market, then the Administrative Agent’s cost of funds in Danish Krone for such period);

(d) for any RFR Loan, the sum of 2.0% plus the Applicable Margin plus the applicable Daily Simple SOFR from time to time in effect plus the applicable RFR Adjustments;

(e)for any Reimbursement Obligation, the sum of 2.0% plus the amounts due under Section 1.2(c) hereof with respect to such Reimbursement Obligation;

(f)for any Letter of Credit, the sum of 2.0% plus the L/C Participation Fee due Section 2.1(b) hereof with respect to such Letter of Credit; and

(g)for any other amount owing hereunder not covered by clauses (a) through (f) above, the sum of 2.0% plus the Applicable Margin plus the Base Rate from time to time in effect;

Section 1.10.Evidence of Indebtedness.  (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(b)The Administrative Agent shall also maintain accounts in which it will record (i) the amount of each Loan made hereunder, the type thereof and the Interest Period with respect thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from each Borrower and each Lender’s share thereof.

(c)The entries maintained in the accounts maintained pursuant to paragraphs (a) and (b) above shall be prima facie evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Obligations in accordance with their terms.

(d)Any Lender may request that its Loans be evidenced by a promissory note or notes in the forms of Exhibit D‑1 (in the case of its Revolving Loans and referred to herein as a “Revolving Note”) or D‑2 (in the case of its Swing Loans and referred to herein as a “Swing Note”), as applicable (Revolving Notes and Swing Note being hereinafter referred to collectively as the “Notes” and individually as a “Note”).  In such event, each Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender.  Thereafter, the Loans evidenced by such Note or Notes and interest thereon shall at all times (including after any assignment pursuant to Section 13.9 hereof) be represented by one or more Notes payable to the order of the payee named therein or any assignee pursuant to Section 13.9 hereof, except to the extent that any such Lender or assignee subsequently returns any such Note for cancellation and requests that such Loans once again be evidenced as described in subsections (a) and (b) above.

Section 1.11.Funding Indemnity.  (a) If any Lender shall incur any loss, cost or expense (including, without limitation, any loss, cost or expense incurred by reason of the liquidation or re‑employment of deposits or other funds acquired by such Lender to fund or maintain any Term SOFR Loan, CIBOR Loan or Swing Loan or the relending or reinvesting of such deposits or amounts paid or prepaid to such Lender, but excluding any loss of profit) as a result of:

(i)any payment, prepayment or conversion of a Term SOFR Loan, CIBOR Loan or Swing Loan on a date other than the last day of its Interest Period,

(ii)any failure (because of a failure to meet the conditions of Section 7 hereof or otherwise) by a Borrower to borrow or continue a Term SOFR Loan, CIBOR Loan or Swing Loan, or to convert a Base Rate Loan into a Term SOFR Loan or Swing Loan, on the date specified in a notice given pursuant to Section 1.5(a) or 1.14 hereof,

(iii)any failure by a Borrower to make any payment of principal on any Term SOFR Loan, CIBOR Loan or Swing Loan when due (whether by acceleration or otherwise), or

(iv)any acceleration of the maturity of a Term SOFR Loan, CIBOR Loan or Swing Loan as a result of the occurrence of any Event of Default hereunder,

(b)In the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date therefore (whether by acceleration or otherwise), (ii) the conversion of any RFR Loan other than on the Interest Payment Date therefore (whether by acceleration or otherwise), (iii) the failure to borrow, convert, continue or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto, or (iv) the assignment of any RFR Loan other than on the Interest Payment Date therefore, as a result of a request by the Company pursuant to Section 1.13, then, in any such event, the Borrowers shall compensate each Lender for any loss, cost and expense attributable to such event, including any loss cost or expense arising from the liquidation or redeployment of funds. If any Lender makes such a claim for compensation, it shall provide to the applicable Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate, absent manifest error, shall be deemed prima facie correct.

Section 1.12.Commitment Terminations.  (a) Optional Revolving Credit Terminations.  The Company shall have the right at any time and from time to time, upon five (5) Business Days, prior written notice to the Administrative Agent (or such shorter time period agreed to by the Administrative Agent), to terminate the Revolving Credit Commitments without premium or penalty and in whole or in part, any partial termination to be (i) in an amount not less than $5,000,000 and (ii) allocated ratably among the Lenders in proportion to their respective Revolver Percentages, provided that the Revolving Credit Commitments may not be reduced to an amount less than the Total Revolving Outstandings.  Any termination of the Revolving Credit Commitments below the L/C Sublimit, Swing Line Sublimit, or Alternative Currency Sublimit then in effect shall reduce the L/C Sublimit, Swing Line Sublimit or Alternative Currency Sublimit, as applicable, by a like amount.  The Administrative Agent shall give prompt notice to each Lender of any such termination of the Revolving Credit Commitments.

(b)Any termination of the Revolving Credit Commitments pursuant to this Section 1.12 may not be reinstated.

(c)For the avoidance of doubt, prepayments pursuant to Sections 1.8(a) hereof shall not result in any reduction of the Revolving Credit Commitments.

Section 1.13.Replacement of Lenders.  If any Lender requests compensation under Section 10.3, or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 13.1 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 10.4, or if any Lender is a Defaulting Lender or a Non‑Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 13.9), all of its interests, rights (other than its existing rights to payments pursuant to Section 10.3 or Section 13.1) 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:

(i)the Company shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 13.9;

(ii)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations in L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 1.11 as if the Loans owing to it were prepaid rather than assigned) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 10.3 or payments required to be made pursuant to Section 13.1, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)such assignment does not conflict with applicable law; and

(v)in the case of any assignment resulting from a Lender becoming a Non‑Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

Section 1.14.Swing Loans.  (a) Generally.  Subject to the terms and conditions hereof, as part of the Revolving Credit, the Swing Line Lender may, in its discretion, make loans to a Borrower in U.S. Dollars under the Swing Line (individually a “Swing Loan” and collectively the “Swing Loans”) which shall not in the aggregate at any time outstanding exceed the Swing Line Sublimit.  The Swing Loans may be availed of a Borrower from time to time and borrowings thereunder may be repaid and used again during the period ending on the Revolving Credit Termination Date; provided that each Swing Loan must be repaid on the last day of the Interest Period applicable thereto.  Each Swing Loan shall be in a minimum amount of $250,000 or such greater amount which is an integral multiple of $100,000.

(b)Interest on Swing Loans.  Each Swing Loan shall bear interest until maturity (whether by acceleration or otherwise) at a rate per annum equal to (i) the sum of the Base Rate plus the Applicable Margin for Base Rate Loans under the Revolving Credit as from time to time in effect (computed on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed) or (ii) the Quoted Rate (computed on the basis of a year of 360 days for the actual

number of days elapsed).  Interest on each Swing Loan shall be due and payable prior to such maturity on the last day of each Interest Period applicable thereto.

(c)Requests for Swing Loans.  The Company, on behalf of the applicable Borrower, shall give the Administrative Agent prior notice (which may be written or oral) no later than 2:00 p.m. (Chicago time) on the date upon which a Borrower requests that any Swing Loan be made, of the amount and date of such Swing Loan, and the Interest Period requested therefor.  The Administrative Agent shall promptly advise the Swing Line Lender of any such notice received from the Company.  The Swing Line Lender may in its discretion quote an interest rate to the Company at which the Swing Line Lender would be willing to make such Swing Loan available to the applicable Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as the “Quoted Rate”).  The Company acknowledges and agrees that the interest rate quote is given for immediate and irrevocable acceptance.  If the Company does not so immediately accept the Quoted Rate for the full amount requested by the Company for such Swing Loan, the Quoted Rate shall be deemed immediately withdrawn and such Swing Loan shall bear interest at the rate per annum determined by adding the Applicable Margin for Base Rate Loans under the Revolving Credit to the Base Rate as from time to time in effect.  Subject to the terms and conditions hereof, the proceeds of such Swing Loan shall be made available to the applicable Borrower on the date so requested at the offices of the Swing Line Lender in Chicago, Illinois.  Anything contained in the foregoing to the contrary notwithstanding the undertaking of the Swing Line Lender to make Swing Loans shall be subject to all of the terms and conditions of this Agreement; provided that the Swing Line Lender shall not advance any Swing Loan if it shall have received prior to 2:00 p.m. on the date of the proposed Swing Loan Borrowing a notice from the Administrative Agent or the Required Lenders that one or more of the conditions precedent contained in Section 7.2 hereof is not then satisfied.

(d)Refunding Loans.  In its sole and absolute discretion, the Swing Line Lender may at any time, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swing Line Lender to act on its behalf for such purpose) and with notice to the Company, request each Lender to make a Revolving Loan in the form of a Base Rate Loan in an amount equal to such Lender’s Revolver Percentage of the amount of the Swing Loans outstanding on the date such notice is given.  Unless an Event of Default described in Section 9.1(j) or 9.1(k) hereof exists with respect to a Borrower, regardless of the existence of any other Event of Default, each Lender shall make the proceeds of its requested Revolving Loan available to the Administrative Agent for the account of the Swing Line Lender, in immediately available funds, at the Administrative Agent’s principal office in Chicago, Illinois, before 12:00 Noon (Chicago time) on the Business Day following the day such notice is given.  The proceeds of such Borrowing of Revolving Loans to the Swing Line Lender to repay the outstanding Swing Loans.

(e)Participations.  If any Lender refuses or otherwise fails to make a Revolving Loan when requested by the Swing Line Lender pursuant to Section 1.14(d) hereof above (because an Event of Default described in Section 9.1(j) or 9.1(k) hereof exists with respect to a Borrower or otherwise), such Lender will, by the time and in the manner such Revolving Loan was to have been funded to the Administrative Agent, purchase from the Swing Line Lender an undivided participating interest in the outstanding Swing Loans in an amount equal to its Revolver Percentage of the aggregate principal amount of Swing Loans that were to have been repaid with such

Revolving Loans.  Each Lender that so purchases a participation in a Swing Loan shall thereafter be entitled to receive its Revolver Percentage of each payment of principal received on the Swing Loan and of interest received thereon accruing from the date such Lender funded to the Swing Line Lender its participation in such Loan.  The several obligations of the Lenders under this Section shall be absolute, irrevocable and unconditional under any and all circumstances whatsoever and shall not be subject to any set‑off, counterclaim or defense to payment which any Lender may have or have had against a Borrower, any other Lender or any other Person whatsoever.  Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of the Revolving Credit Commitments of any Lender, and each payment made by a Lender under this Section shall be made without any offset, abatement, withholding or reduction whatsoever.

Section 1.15.Increase in Commitments.  (a) The Company may, with the written consent of the Administrative Agent (which consent of the Administrative Agent shall not be unreasonably withheld or delayed), and in the case of a Revolver Increase (as hereinafter defined), the L/C Issuer and Swing Line Lender (which consents shall not be unreasonably withheld or delayed), increase the aggregate amount of the Revolving Credit Commitments (each, a “Revolver Increase”) and/or request the advancing of a U.S. Dollar or Alternative Currency term loan (each additional tranche of term loans, a “Term Loan”) by delivering an Increase Request at least (a) five (5) Business Days prior to the desired effective date of a Revolver Increase or (b) ten (10 Business Days prior to the desired effective date of a Term Loan, in each case, identifying an additional Lender (or additional Revolving Credit Commitments and/or Term Loans for existing Lender(s)) and the amount of its Revolving Credit Commitment and/or Term Loans (or additional amount of its Revolving Credit Commitment(s) and/or Term Loan(s)); provided, however, that (i) the aggregate amount of all such Revolver Increases and Term Loans shall not exceed $200,000,000 (the “Increase Cap”), (ii) any such Revolver Increase shall be in an amount not less than $10,000,000 and any such Term Loan shall be in an amount not less than $50,000,000, and (iii) no Default shall have occurred and be continuing at the time of the request for, or on the effective date of, the Revolver Increase or Term Loan. The effective date of the Revolver Increase or the Term Loans shall be agreed upon by the Company and the Administrative Agent.

(b)Upon the effectiveness thereof, the new Lender(s) (or, if applicable, existing Lender(s)) (i) shall advance Revolving Loans or Term Loans in an amount sufficient such that after giving effect thereto, each Lender shall have outstanding its respective Percentage of all Loans of the relevant Credit and (ii) in the case of the Revolving Credit, shall acquire its Revolver Percentage of all participations in L/C Obligations and Swing Loans.  It shall be a condition to such effectiveness that (A) no Term SOFR Loans, CIBOR Loans or RFR Loans be outstanding on the date of such effectiveness or the applicable Borrower pays any applicable breakage cost under Section 1.11 hereof incurred by any Lender resulting from the repayment of its Revolving Loans, and (B) with respect to a request for a Revolver Increase, the Company shall not have terminated any portion of the Revolving Credit Commitments pursuant to Section 1.14 hereof. Promptly upon the effectiveness of any Revolver Increase or Term Loan, the Borrowers shall, if requested by any Lender, deliver new Notes to such Lender.

(c)The Term Loans (i) shall rank pari passu in right of payment and of security with the Revolving Loans and shall have the same guarantors as the Revolving Loans, (ii) shall not

mature earlier than the Revolving Credit Termination Date, (iii) shall have an amortization schedule, and such provisions relating to optional and mandatory prepayments as shall be agreed among the Company, the Administrative Agent and each Lender advancing such Term Loan; provided, however, (A) such amortization schedule shall be no quicker than on a straight line basis calculated over an assumed five (5) year term and (B) no such amortization schedule shall have the effect of reducing the amortization payments scheduled to be made to the Lenders that are not advancing new Term Loans, (iv) shall have the same Applicable Margin as the Revolving Loans, and (v) may not otherwise have terms and conditions different from those of the Revolving Loans. Commitments in respect of Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by each Borrower, each Guarantor, each Lender agreeing to provide such Commitment, if any, each new Lender, if any, and the Administrative Agent. The Incremental Amendment shall not, except as specified in the preceding sentence, require the consent of any Lender, and may effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Company, to effect the provisions of this Section. The Lenders hereby authorize the Administrative Agent to execute such other documents, instruments and agreements, as may be necessary in the reasonable opinion of the Administrative Agent to give effect to the Incremental Amendment. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of such conditions as the parties thereto shall agree.

(d)The Company agrees to pay any reasonable expenses of the Administrative Agent relating to any Revolver Increase and any Term Loans.  Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Revolving Credit Commitment or advance Term Loans, and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment or advance Term Loans.

Section 1.16.Defaulting Lenders.

(a)Defaulting Lender Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)Waivers and Amendments.  Such 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 the definition of Required Lenders.

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.6 hereto 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 such 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 any 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 1.17; fourth, as the Company may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the 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 1.17; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or the 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 exists, to the payment of any amounts owing to a Borrower as a result of any judgment of a court of competent jurisdiction obtained by a Borrower 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 Obligations 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 7.1 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 Loans are held by the Lenders pro rata in accordance with their Revolver Percentages without giving effect to Section 1.16(a)(iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 1.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees.

(iv)Reallocation of Participations to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Loans shall be reallocated among the Non‑Defaulting Lenders in accordance with their respective Revolver Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 7.1 are satisfied at the time of such reallocation (and, unless the Company shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and interests in L/C Obligations and Swing Loans of any Non‑Defaulting Lender to exceed such Non‑Defaulting Lender’s Revolving Credit Commitment.  Subject to Section 13.25, 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 Loans.  If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to them hereunder or under law, (x) first, prepay Swing Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and (y) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 1.17.

(b)Defaulting Lender Cure.  If the Company, the Administrative Agent, the Swing Line Lender and each L/C Issuer agree in writing that a Lender is no longer 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 Loans and funded and unfunded participations in Letters of Credit and Swing Loans to be held pro rata by the Lenders in accordance with their respective Revolver Percentages (without giving effect to Section 1.16(a)(iv)), whereupon such 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.

(c)New Swing Loans/Letters of Credit.  So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Loan and (ii) no L/C Issuer shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

Section 1.17.Cash Collateral for Fronting Exposure.  At any time that there shall exist a Defaulting Lender, within one (1) Business Day following the written request of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent) the Borrowers shall Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 1.16(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(a)Grant of Security Interest.  The Borrowers, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the L/C Issuers, and agree to maintain, a first priority security interest in all such Cash Collateral as security for such Defaulting Lender’s obligation to fund participations in respect of L/C Obligations, to be applied pursuant to clause (b) below.  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 and the L/C Issuers as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrowers shall, 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 (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(b)Application.  Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 1.17 or Section 1.16 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(c)Termination of Requirement.  Cash Collateral (or the appropriate portion thereof) provided to reduce any L/C Issuer’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 1.17(c) following (A) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (B) the determination by the Administrative Agent and each L/C Issuer that there exists excess Cash Collateral; provided that, subject to Section 1.16, the Person providing Cash Collateral and each L/C Issuer may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations.

Section 2.

Fees.

Section 2.1.Fees.  (a) Revolving Credit Commitment Fee.  The Company shall pay to the Administrative Agent for the ratable account of the Lenders in accordance with their Revolver Percentages a commitment fee at the rate per annum equal to the Applicable Margin (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed) on the average daily Unused Revolving Credit Commitments.  Such commitment fee shall be payable quarterly in arrears on the last day of each March, June, September, and December in each year (commencing on the first such date occurring after the date hereof) and on the Revolving Credit Termination Date, unless the Revolving Credit Commitments are terminated in whole on an earlier date, in which event the commitment fee for the period to the date of such termination in whole shall be paid on the date of such termination.

(b)Letter of Credit Fees.  On the date of issuance or extension, or increase in the amount, of any Letter of Credit pursuant to Section 1.2 hereof, the Company shall pay to the L/C Issuer for its own account a fronting fee equal to 0.125% of the face amount of (or of the increase in the face amount of) such Letter of Credit.  Quarterly in arrears, on the last day of each March, June, September, and December, commencing on the first such date occurring after the date hereof, the Company shall pay to the Administrative Agent, for the ratable benefit of the Lenders in accordance with their Revolver Percentages, a letter of credit fee (the “L/C Participation Fee”) at a rate per annum equal to the Applicable Margin (computed on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed) in effect during each day of such quarter applied to the daily average face amount of Letters of Credit outstanding during such quarter.  In addition, the Company shall pay to the L/C Issuer for its own account the L/C Issuer’s standard issuance, drawing, negotiation, amendment, assignment and other administrative fees for each Letter of Credit.  Such standard fees referred to in the preceding sentence may be established by the L/C Issuer from time to time as notified to the Company in writing.

(c)Administrative Agent Fees.  The Company shall pay to the Administrative Agent, for its own use and benefit, the fees agreed to between the Administrative Agent and the Company in a fee letter dated October 20, 2021 or as otherwise agreed to in writing between them.

Section 3.

Place and Application of Payments.

(b)Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations by the Administrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Revolving

Credit Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:

(i)first, to the payment of any outstanding costs and expenses incurred by the Administrative Agent in protecting, preserving or enforcing rights under the Loan Documents, and in any event all costs and expenses of a character which the Borrowers have agreed to pay the Administrative Agent under Section 13.12 hereof (such funds to be retained by the Administrative Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent);

(ii)second, to the payment of any outstanding interest and fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each Person to which such sums are due;

(iii)third, to the payment of principal on the Loans, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 9.4 hereof (until the Administrative Agent is holding an amount of cash equal to the then outstanding amount of all such L/C Obligations), and any Hedging Liability and Funds Transfer and Bank Product Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and, in the case of Hedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each Person to which such sums are due;

(iv)fourth, to the payment of all other unpaid Obligations to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each Person to which such sums are due; and

(v)fifth, to the Borrowers or whoever else may be lawfully entitled thereto.

Section 4.

The Guaranties.

Section 4.1.Guaranties.  The payment and performance of the Obligations, Hedging Liability, and Funds Transfer and Bank Product Liability shall at all times be guaranteed by such direct and indirect Subsidiaries of the Company as are from time to time required to become Guarantors hereunder pursuant to Section 12 hereof pursuant to one or more guaranty agreements or Additional Guarantor Supplements, each in form and substance reasonably acceptable to the Administrative Agent, as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties”); provided, however, that a Foreign Subsidiary (other than CTS Denmark) shall not be required to be a guarantor hereunder.

Section 4.2.Further Assurances.  In the event the Company or any Subsidiary forms or acquires any other Subsidiary after the date hereof, the Company shall promptly upon such formation or acquisition cause such newly formed or acquired Subsidiary to execute a Guaranty

or Additional Guarantor Supplement as the Administrative Agent may then require in accordance with Section 12, and the Company shall also deliver to the Administrative Agent, or cause such Subsidiary to deliver to the Administrative Agent, at the Borrowers’ cost and expense, such other instruments, documents, certificates, and opinions reasonably required by the Administrative Agent in connection therewith.

Section 5.

Definitions; Interpretation.

Section 5.1.Definitions.  The following terms when used herein shall have the following meanings:

Level

Net Leverage Ratio for Such Pricing Date

Applicable Margin for Base Rate Loans and Reimbursement Obligations shall be:

Applicable Margin for Term SOFR Loans, RFR Loans, CIBOR Loans and L/C Participation Fee Shall Be:

Applicable Margin for Commitment
Fee Shall Be:

IV

Greater than or equal to 2.75 to 1.00

0.75%

1.75%

0.25%

III

Less than 2.75 to 1.00 but greater than or equal to 1.75 to 1.00

0.50%

1.50%

0.225%

II

Less than 1.75 to 1.00 but greater than or equal to 0.75 to 1.00

0.25%

1.25%

0.20%

I

Less than 0.75 to 1.00

0.00%

1.00%

0.175%

(a)the Acquired Business is in an Eligible Line of Business;

(b)the Acquisition shall not be a Hostile Acquisition;

(c)the financial statements of the Acquired Business shall have been audited by an independent accounting firm of national or regional repute or otherwise reasonably satisfactory to the Administrative Agent, or if such financial statements have not been audited by such an accounting firm, such financial statements shall have been reviewed by an accounting firm acceptable to the Administrative Agent;

(d)the Acquired Business may have its primary operations in the United States or in any foreign jurisdiction (excluding any Sanctioned Country and certain other foreign jurisdictions to be agreed between the Company and the Administrative Agent from time to time);

(e)the Borrowers shall have (i) for each Acquired Business the Total Consideration of which exceeds $50,000,000, notified the Administrative Agent and the Lenders not less than 10 days prior to any such Acquisition and (ii) for each Acquired Business the Total Consideration of which exceeds $75,000,000, furnished to the Administrative Agent and Lenders at such time reasonable details as to such Acquisition (including sources and uses of funds therefor), and 3‑year historical financial information (or such shorter period for which such Acquired Business has been in existence) and 1‑year pro forma financial forecasts of the Acquired Business on a stand-alone basis as well as of the Company on a consolidated basis after giving effect to the Acquisition and covenant compliance calculations reasonably satisfactory to the Administrative Agent;

(f)if a new Subsidiary is formed or acquired as a result of or in connection with the Acquisition, the Company shall have complied with the requirements of Section 4 hereof in connection therewith; and

(g)after giving effect to the Acquisition, no Default or Event of Default shall exist, including with respect to the covenants contained in Sections 8.22 and 8.23 hereof, on a pro forma basis assuming the Acquisition occurred on the first day of the immediately preceding 12-month period.

Section 5.2.Interpretation.  (a) The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.  All references to time of day herein are references to Chicago, Illinois, time unless otherwise specifically provided.  Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement.

(b)In this Agreement, where it relates to CTS Denmark, a reference to:

(i)a “composition”, “assignment” or “similar arrangement” with any creditor includes a rekonstruktion or konkursbehandling under Part IA or II of the Danish Bankruptcy Act;

(ii)a “liquidator”, “receiver”, “administrator”, “administrative receiver”, “compulsory manager” or “other similar officer” includes a rekonstruktør, a kurator or likvidator under Danish law, as applicable;

(iii)a “guarantee” includes any garanti or kaution under Danish law which is independent from the debt to which it relates;

(iv)a “reorganization” includes any merger (fusion), any contribution of part of its business in consideration of shares (apportindskud) and any demerger (spaltning) implemented in accordance with Section 160 and/or Sections 254 to 270 (included) of the Danish Companies Act; and

(v)a “winding-up”, “administration”, “liquidation” or “dissolution” includes a likvidation, opløsning på grundlag af betalingserklæring or tvangsopløsning ved likvidationsbehandling under Chapter 14 of the Danish Companies Act.

Section 5.3.Change in Accounting Principles.  If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Company or the Required Lenders may by notice to the Lenders and the Company, respectively, require that the Lenders and the Company negotiate in good faith to amend such covenants, standards, and term so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Company and its Subsidiaries shall be the same as if such change had not been made.  No delay by the Company or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles.  Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles.  Without limiting the generality of the foregoing, the Company shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.

Section 5.4.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.  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 the Company hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than U.S. 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 an RFR Loan or a CIBOR Loan, an amount, such as a required minimum or multiple amount, is expressed in U.S. Dollars, but such Borrowing is denominated in

an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such U.S. Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.50 of a unit being rounded upward), as determined by the Administrative Agent.

Section 5.5.Additional Alternative Currencies.  (a) The Company may from time to time request that RFR Loans be made in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that (i) such requested currency is an Eligible Currency and (ii) such requested currency has a Daily Simple RFR equivalent that is acceptable to the Administrative Agent, and (iii) all such borrowings provided in such requested currency shall be RFR Loans.  In the case of any such request with respect to the making of RFR Loans, such request shall be subject to the approval of all the Lenders and the Administrative Agent.

(b)If the Lenders and Administrative Agent consent to making RFR Loans in such requested currency and the Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, (i) the Administrative Agent shall so notify the Company and may amend the definition of Daily Simple RFR to the extent necessary to add the applicable interest rate for such currency and (ii) to the extent the definition of Daily Simple RFR reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Borrowings of RFR Loans.

Section 5.6.Change of Currency.  (a) Each obligation of a Borrower 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.

(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.

Section 5.7.Divisions.  For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its capital or other equity interests at such time.

Section 5.8.Rates.  The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of,

submission of, calculation of or any other matter related to any Benchmark, any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes.  The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers.  The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 6.

Representations and Warranties.

Section 6.1.Organization and Qualification.  The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Indiana, has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified and in good standing in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. CTS Denmark is duly incorporated and existing under the laws of Denmark as public limited liability company (Da.: aktieselskab); has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.  

Section 6.2.Subsidiaries.  Each Subsidiary (other than CTS Denmark) is duly organized, validly existing and in good standing (to the extent relevant) under the laws of the jurisdiction in which it is incorporated or organized, as the case may be, has full and adequate power to own its Property and conduct its business as now conducted, and is duly licensed or qualified and in good standing (to the extent relevant) in each jurisdiction in which the nature of the business conducted by it or the nature of the Property owned or leased by it requires such licensing or qualifying, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.  Schedule 6.2 hereto identifies each Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capital stock or other equity interests owned by the Company and the other Subsidiaries and, if

such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class of its authorized capital stock and other equity interests and the number of shares of each class issued and outstanding.  All of the outstanding shares of capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessable and all such shares and other equity interests indicated on Schedule 6.2 as owned by the Company or another Subsidiary are owned, beneficially and of record, by the Company or such Subsidiary free and clear of all Liens other than Liens not prohibited by Section 8.8(a).  There are no outstanding commitments or other obligations of any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Subsidiary.

Section 6.3.Authority and Validity of Obligations.  Each Borrower has full right and authority to enter into this Agreement and the other Loan Documents executed by it, to make the borrowings herein provided for, to issue its Notes in evidence thereof, and to perform all of its obligations hereunder and under the other Loan Documents executed by it.  Each Subsidiary (other than CTS Denmark) has full right and authority to enter into the Loan Documents executed by it, to guarantee the Obligations, Hedging Liability, and Funds Transfer and Bank Product Liability, and to perform all of its obligations under the Loan Documents executed by it.  The Loan Documents delivered by each Borrower and by each Subsidiary have been duly authorized, executed, and delivered by such Person and constitute valid and binding obligations of such Person enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law); and this Agreement and the other Loan Documents do not, nor does the performance or observance by a Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any provision of law or any judgment, injunction, order or decree binding upon a Borrower or any Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation or by‑laws, articles of association or operating agreement, partnership agreement or other similar organizational documents) of a Borrower or any Subsidiary, (b) contravene or constitute a default under any covenant, indenture or agreement of or affecting a Borrower or any Subsidiary or any of their respective Property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or (c) result in the creation or imposition of any Lien on any Property of a Borrower or any Subsidiary.

Section 6.4.Use of Proceeds; Margin Stock.  The Borrowers shall use the proceeds of the Revolving Credit to refinance existing indebtedness outstanding on the Closing Date, to finance Permitted Acquisitions, and for their general working capital purposes and for such other legal and proper purposes as are consistent with all applicable laws.  Neither a Borrower nor any Subsidiary is engaged in the business of extending credit for the purpose of purchasing or carrying margin

stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Loan or any other extension of credit made hereunder will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock.  Margin stock (as hereinabove defined) constitutes less than 25% of the assets of the Company and its Subsidiaries which are subject to any limitation on sale, pledge or other restriction hereunder.

Section 6.5.Financial Reports.  The consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2020, and the related consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for the fiscal year then ended, and accompanying notes thereto, which financial statements are accompanied by the audit report of Grant Thornton LLP, independent public accountants, and the unaudited interim consolidated balance sheet of the Company and its Subsidiaries as at September 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for the nine (9) months then ended, heretofore furnished to the Administrative Agent and the Lenders, fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as at said dates and the consolidated results of their operations and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis.  Neither the Company nor any Subsidiary has contingent liabilities which are material to it other than as indicated on such financial statements or, with respect to future periods, on the financial statements furnished pursuant to Section 8.5 hereof.

Section 6.6.No Material Adverse Change.  Since December 31, 2020, there has been no change in the financial condition of the Company or any Subsidiary except those occurring in the ordinary course of business, none of which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Section 6.7.Full Disclosure.  (a) The statements and information furnished to the Administrative Agent and the Lenders in connection with the negotiation of this Agreement and the other Loan Documents and the commitments by the Lenders to provide all or part of the financing contemplated hereby taken as a whole do not contain any untrue statements of a material fact or omit a material fact necessary to make the material statements contained herein or therein not misleading, the Administrative Agent and the Lenders acknowledging that as to any projections furnished to the Administrative Agent and the Lenders, the Company only represents that the same were prepared on the basis of information and estimates the Company believed to be reasonable.

(b)The information included in the Beneficial Ownership Certification, as updated in accordance with Section 8.5(k), is true and correct in all respects.  

Section 6.8.Trademarks, Franchises, and Licenses.  The Company and its Subsidiaries own, possess, or have the right to use all necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and confidential commercial and proprietary information to conduct their businesses as now conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade style, copyright or other proprietary

right of any other Person which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

Section 6.9.Governmental Authority and Licensing.  The Company and its Subsidiaries have received all licenses, permits, and approvals of all national, federal, state, and local governmental authorities, if any, necessary to conduct their businesses, in each case where the failure to obtain or maintain the same could reasonably be expected to have a Material Adverse Effect.  No investigation or proceeding which, if adversely determined, could reasonably be expected to result in revocation or denial of any material license, permit or approval is pending or, to the Knowledge of the Company, threatened.

Section 6.10.Good Title.  The Company and its Subsidiaries have good and defensible title to (or valid leasehold interests in ) their assets as reflected on the most recent consolidated balance sheet of the Company and its Subsidiaries furnished to the Administrative Agent and the Lenders (except for assets sold in the ordinary course of business or pursuant to Dispositions permitted hereunder), subject to no Liens other than such thereof as are permitted by Section 8.8 hereof.

Section 6.11.Litigation and Other Controversies.  There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor to the Knowledge of the Company threatened, against a Borrower or any Subsidiary which individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 6.12.Taxes.  All income and other material tax returns required to be filed by a Borrower or any Subsidiary in any jurisdiction have, in fact, been filed, and all Taxes upon a Borrower or any Subsidiary or upon any of its Property, income or franchises, which are shown to be due and payable in such returns, have been paid, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and as to which adequate reserves established in accordance with GAAP have been provided.  No Borrower knows of any proposed additional Tax assessment against it or its Subsidiaries for which adequate provisions in accordance with GAAP have not been made on their accounts.  Adequate provisions in accordance with GAAP for Taxes on the books of each Borrower and each Subsidiary have been made for all open years, and for its current fiscal period. CTS Denmark is resident for tax purposes only in Denmark.

Section 6.13.Approvals.  No authorization, consent, license or exemption from, or filing or registration with, any court or governmental department, agency or instrumentality, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or performance by a Borrower or any Subsidiary of any Loan Document, except for such approvals which have been obtained prior to the date of this Agreement and remain in full force and effect.

Section 6.14.Affiliate Transactions.  Neither a Borrower nor any Subsidiary is a party to any contracts or agreements with any of its Affiliates (other than with Wholly‑owned Subsidiaries) on terms and conditions which are less favorable to such Borrower or such Subsidiary than would be usual and customary in similar contracts or agreements between Persons not affiliated with each other.

Section 6.15.Investment Company.  Neither a Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 6.16.ERISA.  The Company and each other member of its Controlled Group has fulfilled its obligations under the minimum funding standards of and is in compliance in all material respects with ERISA and the Code to the extent applicable to it and has not incurred any liability to the PBGC or a Plan under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.  Neither the Company nor any Subsidiary has any contingent liabilities with respect to any post‑retirement benefits under a Welfare Plan, other than liability for continuation coverage described in article 6 of Title I of ERISA.

Section 6.17.Compliance with Laws.  (a) Each Borrower and its Subsidiaries are in compliance with all Legal Requirements applicable to their Property or business operations (including, without limitation, all applicable Environmental Laws), where any non‑compliance with any such requirements, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b)Without limiting the representations and warranties set forth in Section 6.17(a) above, except for such matters, individually or in the aggregate, which could not reasonably be expected to result in a Material Adverse Effect, each Borrower represents and warrants that: (i) each Borrower and its Subsidiaries, and each of the Premises, comply in all material respects with all applicable Environmental Laws; (ii) each Borrower and its Subsidiaries have obtained all Governmental Approvals required for their operations and each of the Premises by any applicable Environmental Law; (iii) each Borrower and its Subsidiaries have not, and the Company has no Knowledge of any other Person who has, caused any Release, threatened Release or disposal of any Hazardous Material at, on, about, or off any of the Premises in any material quantity (other than Releases in compliance with a Governmental Approval for operations at the Premises) and, to the Knowledge of the Company, none of the Premises are adversely affected by any Release, threatened Release or disposal of a Hazardous Material originating or emanating from any other property; (iv) to the Knowledge of the Company, none of the Premises contain and have contained any:  (1) underground storage tank, (2) material amounts of asbestos containing building material, (3) landfills or dumps, (4) hazardous waste management facility as defined pursuant to RCRA or any comparable state law, or (5) site on or nominated for the National Priority List promulgated pursuant to CERCLA or any state remedial priority list promulgated or published pursuant to any comparable state law; (v) neither Borrower nor any of its Subsidiaries have used a material quantity of any Hazardous Material, except for business operations in compliance with applicable Environmental Law, and have conducted no Hazardous Material Activity at any of the Premises, except for the conduct of any Hazardous Material Activity in compliance with applicable Environmental Law; (vi) neither Borrower nor any of its Subsidiaries have material liability for response or corrective action, natural resource damage or other harm pursuant to CERCLA, RCRA or any comparable state law; (vii) neither Borrower nor any of its Subsidiaries are subject to, have no notice or Knowledge of, and are not required to give any notice of any Environmental Claim involving such Borrower or any Subsidiary or any of the Premises and to the Knowledge of the Company, there are no conditions or occurrences at any of the Premises which could reasonably be anticipated to form the basis for an Environmental Claim against a Borrower or any Subsidiary

or such Premises; and (viii) none of the Premises are subject to any, and the Company has no Knowledge of any imminent, restriction on the ownership, occupancy, use or transferability of the Premises in connection with any (1) Environmental Law or (2) Release, threatened Release or disposal of a Hazardous Material.

Section 6.18.Other Agreements.  No Borrower nor any Subsidiary is in default under the terms of any covenant, indenture or agreement of or affecting such Person or any of its Property, which default if uncured could reasonably be expected to have a Material Adverse Effect.

Section 6.19.Solvency.  Each Borrower and its Subsidiaries are solvent, able to pay their debts as they become due, and have sufficient capital to carry on their business and all businesses in which they are about to engage.

Section 6.20.No Default.  No Default or Event of Default has occurred and is continuing.

Section 6.21.Sanctions Concerns and Anti‑Corruption Laws.  (a) Each Borrower is in compliance with the requirements of all Sanctions Programs applicable to it, (b) each Subsidiary of each Borrower is in compliance with the requirements of all Sanctions Programs applicable to such Subsidiary, and (c) each Borrower has provided to the Administrative Agent, the L/C Issuer, and the Lenders all information regarding such Borrower and its Affiliates and Subsidiaries  necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable Sanctions Programs.

(b)Sanctions Concerns.  Neither a Borrower, nor any Subsidiary, nor, to the knowledge of a Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) a Sanctioned Person, or is in violation of AML Laws, Anti‑Corruption Laws or currently the subject or target of any Sanctions, (ii) included on the OFAC SDN List, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Sanctioned Country.

(c)Anti-Corruption Laws.  Each Borrower and its Subsidiaries have conducted their business in compliance with the FCPA, the UK Bribery Act 2010 and other similar Anti‑Corruption Laws in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

Section 6.22.Claims Pari Passu.  The claims of the Administrative Agent and the Lenders against each Borrower and each Guarantor hereunder will rank at least pari passu with the claims of all their other respective unsecured unsubordinated creditors.

Section 7.

Conditions Precedent.

Section 7.1.All Credit Events.  At the time of each Credit Event hereunder:

(a)each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Credit Event (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);

(b)no Default or Event of Default shall have occurred and be continuing or would occur as a result of such Credit Event; and

(c)in the case of a Borrowing the Administrative Agent shall have received the notice required by Section 1.5 hereof and if such Borrowing is to be denominated in an Alternative Currency, such Alternative Currency remains an Eligible Currency, in the case of the issuance of any Letter of Credit, the L/C Issuer shall have received a duly completed Application for such Letter of Credit together with any fees called for by Section 2.1 hereof, and, in the case of an extension or increase in the amount of a Letter of Credit, a written request therefor in a form reasonably acceptable to the L/C Issuer together with fees called for by Section 2.1 hereof.

Section 7.2.Initial Credit Event.  Before or concurrently with the initial Credit Event:

(a)the Administrative Agent shall have received (i) this Agreement duly executed by the Borrowers, Guarantors, and the Lenders and (ii) for each Lender that has requested a Note, such Lender’s duly executed Note;

(b)the Administrative Agent shall have received for each Lender copies of (i) the Company’s and each Guarantor’s (other than CTS Denmark’s) articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary and (ii) the articles of association of CTS Denmark as well as an updated transcript from the Danish Business Authority in respect of CTS Denmark;

(c)the Administrative Agent shall have received for each Lender copies of resolutions of each Borrower’s and each Guarantor’s Board of Directors (or similar governing body) in each case authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on each Borrower’s and each Guarantor’s behalf, all certified in each instance by its Secretary or Assistant Secretary or, with respect to CTS Denmark, by its Authorized Officer;

(d)the Administrative Agent shall have received for each Lender copies of the certificates of good standing (to the extent relevant) for each Borrower and each Guarantor (dated no earlier than 20 days prior to the date hereof) from the office of the secretary of the state of its incorporation or organization;

(e)the Administrative Agent shall have received for the Company and its Subsidiaries consolidated audited financial statements and unaudited quarterly financial statements (including an income statement, a balance sheet, and a cash flow statement) for the prior three years through the fiscal year ended December 31, 2020, five-year projected financial statements, and a closing balance sheet adjusted to give effect to the transactions to occur on the Closing Date in form and substance acceptable to the Administrative Agent;

(f)the Administrative Agent shall have received for each Lender a list of the Company’s Authorized Representatives;

(g)the Administrative Agent shall have received for itself and for the Lenders the initial fees called for by Section 2.1 hereof;

(h)the Administrative Agent shall have received for each Lender the favorable written opinion of counsel to each Borrower and each Domestic Guarantor, in form and substance reasonably satisfactory to the Administrative Agent;

(i)The Administrative Agent and each Lender shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by applicable regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Act;

(j)At least five days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower; and

(k)the Administrative Agent shall have received for the account of the Lenders such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request.

Section 8.

Covenants.

Section 8.1.Maintenance of Business.  Each Borrower shall, and shall cause each Subsidiary to, preserve and maintain its existence, except as otherwise provided in Section 8.10(e) hereof.  Each Borrower shall, and shall cause each Subsidiary to, preserve and keep in force and effect all licenses, permits, franchises, approvals, patents, trademarks, trade names, trade styles,

copyrights, and other proprietary rights necessary to the proper conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect.

Section 8.2.Maintenance of Properties.  Each Borrower shall, and shall cause each Subsidiary to, maintain, preserve, and keep its material property, plant, and equipment in good repair, working order and condition (ordinary wear and tear excepted), and shall from time to time make all needful and proper repairs, renewals, replacements, additions, and betterments thereto so that at all times the efficiency thereof shall be fully preserved and maintained, except to the extent that, in the reasonable business judgment of such Person, any such Property is no longer necessary for the proper conduct of the business of such Person.

Section 8.3.Taxes and Assessments.  Each Borrower shall duly pay and discharge, and shall cause each Subsidiary to duly pay and discharge, all taxes, rates, assessments, fees, and governmental charges upon or against it or its Property, in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same (i) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or (ii) are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves are provided therefor.

Section 8.4.Insurance.  Each Borrower shall insure and keep insured, and shall cause each Subsidiary to insure and keep insured, with good and responsible insurance companies, all insurable Property owned by it which is of a character usually insured by Persons similarly situated and operating like Properties against loss or damage from such hazards and risks, and in such amounts, as are insured by Persons similarly situated and operating like Properties; and each Borrower shall insure, and shall cause each Subsidiary to insure, such other hazards and risks (including, without limitation, employers’ and public liability risks) with good and responsible insurance companies as and to the extent usually insured by Persons similarly situated and conducting similar businesses.  The Company shall, upon the request of the Administrative Agent, furnish to the Administrative Agent and the Lenders a certificate setting forth in summary form the nature and extent of the insurance maintained pursuant to this Section.

Section 8.5.Financial Reports.  The Company shall, and shall cause each Subsidiary to, maintain a standard system of accounting in accordance with GAAP and shall furnish to the Administrative Agent, each Lender and each of their duly authorized representatives such information respecting the business and financial condition of the Company and each Subsidiary as the Administrative Agent or such Lender may reasonably request; and without any request, shall furnish to the Administrative Agent and the Lenders:

(a)as soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of each fiscal year of the Company, a copy of the consolidated balance sheet of the Company and its Subsidiaries as of the last day of such fiscal quarter and the consolidated statements of income, retained earnings, and cash flows of the Company and its Subsidiaries for the fiscal quarter and for the fiscal year‑to‑date period then ended, each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, prepared by the Company in accordance with GAAP (subject to the absence of footnote disclosures and year‑end audit adjustments) and certified to by its chief financial officer or another officer of the Company reasonably acceptable to the Administrative Agent;

(b)as soon as available, and in any event within 90 days after the close of each fiscal year of the Company, a copy of the consolidated balance sheet of the Company and its Subsidiaries as of the last day of the fiscal year then ended and the consolidated statements of income, retained earnings, and cash flows of the Company and its Subsidiaries for the fiscal year then ended, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied in the case of the consolidated financial statements by an unqualified opinion of Grant Thornton LLP or another firm of independent public accountants of recognized national standing, selected by the Company and reasonably satisfactory to the Administrative Agent, to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in accordance with GAAP the consolidated financial condition of the Company and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; provided that such opinion may be limited in form, scope and substance to the extent required by applicable accounting rules or guidelines as in effect from time to time.

(c)within the period provided in subsection (b) above, the written statement of the accountants who certified the audit report thereby required that in the course of their audit they have obtained no knowledge of any Default or Event of Default, or, if such accountants have obtained knowledge of any such Default or Event of Default, they shall disclose in such statement the nature and period of the existence thereof; provided that such written statement may be limited in form, scope and substance to the extent required by applicable accounting rules or guidelines as in effect from time to time;

(d)promptly after receipt thereof, any additional final written reports, management letters or other detailed information contained in writing concerning significant aspects of the Company’s or any Subsidiary’s operations and financial affairs given to it by its independent public accountants;

(e)promptly after the sending or filing thereof, copies of each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to its stockholders or other equity holders, and copies of each regular, periodic or special report, registration statement or prospectus (including all Form 10‑K, Form 10‑Q and Form 8‑K reports) filed by the Company or any Subsidiary with any securities exchange or the Securities and Exchange Commission or any successor agency;

(f)promptly after receipt thereof, a copy of each final audit made by any regulatory agency of the books and records of the Company or any Subsidiary or of notice

of any material noncompliance with any applicable law, regulation or guideline relating to the Company or any Subsidiary, or its business;

(g)as soon as available, and in any event within 60 days after the beginning of each fiscal year of the Company, a copy of the Company’s consolidated business plan for such fiscal year, such business plan to show the Company’s projected consolidated revenues, expenses, cash flow and balance sheet items on an annual basis, such business plan to be in reasonable detail prepared by the Company and in form reasonably satisfactory to the Administrative Agent (which shall include a summary of all assumptions made in preparing such business plan);

(h)notice of any Change of Control;

(i)promptly after Knowledge thereof shall have come to the attention of any Authorized Officer of the Company, written notice of (i) any threatened or pending litigation or governmental or arbitration proceeding or labor controversy against a Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to have a Material Adverse Effect, (ii) any matter or development that has had or could be reasonably be expected to have a Material Adverse Effect, or (iii) or of the occurrence of any Default or Event of Default hereunder;

(j)with each of the financial statements furnished to the Lenders pursuant to subsections (a) and (b) above, a written certificate in the form attached hereto as Exhibit F signed by the chief financial officer of the Company or another officer of the Company reasonably acceptable to the Administrative Agent to the effect that to the best of such officer’s Knowledge and belief no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Company or any Subsidiary to remedy the same, and such certificate shall also set forth the calculations supporting such statements in respect of Sections 8.22 and 8.23 hereof; and

(k)promptly, from time to time, after Knowledge thereof shall have come to the attention of the Company, any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.

Section 8.6.Inspection.  Each Borrower shall, and shall cause each Subsidiary to, permit the Administrative Agent, each Lender, and each of their duly authorized representatives and agents to visit and inspect any of its Property, corporate books, and financial records, to examine and make copies of its books of accounts and other financial records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers, employees and independent public accountants (and by this provision the Company hereby authorizes such accountants to discuss with the Administrative Agent and such Lenders the finances and affairs of the Company and its Subsidiaries) at such reasonable times and intervals as the Administrative Agent or any such Lender may designate and, prior to the occurrence and during the continuance

of an Event of Default, in the presence of a designated representative of the Company or such Subsidiary if requested by the Company or such Subsidiary and at the expense of the Administrative Agent or the Lenders, as applicable.

Section 8.7.Borrowings and Guaranties. Neither Borrower shall, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person, or otherwise agree to provide funds for payment of the obligations of another, or otherwise assure a creditor of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person if to do so would, in any case, cause the Company to violate the financial covenants set forth in Sections 8.22 or 8.23; in addition:

(a)purchase money indebtedness and Capitalized Lease Obligations of the Company and its Subsidiaries shall not exceed in the aggregate outstanding at any time 10% of the book value of the assets of the Company and its Subsidiaries as shown on the Company’s balance sheet as of the end of the immediately preceding fiscal year;

(b)indebtedness from time to time owing by the Foreign Subsidiaries (other than amounts owing by CTS Denmark under this Agreement), taken as a whole, shall not exceed in aggregate principal amount at any time outstanding 10% of the book value of the assets of the Company and its Subsidiaries as shown on the Company’s balance sheet as of the end of the immediately preceding fiscal year; and

(c)Securitization Attributed Indebtedness shall not exceed $25,000,000 in aggregate principal amount outstanding at any time;

Section 8.8.Liens.  Neither Borrower shall, nor shall it permit any Subsidiary to, create, incur or permit to exist any Lien of any kind on any Property owned by any such Person; provided, however, that the foregoing shall not apply to nor operate to prevent:

(a)Liens arising by statute in connection with worker’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges (other than material Liens arising under ERISA), good faith cash deposits in connection with tenders, contracts or leases to which a Borrower or any Subsidiary is a party or other cash deposits required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and adequate reserves have been established therefor;

(b)mechanics’, workmen’s, materialmen’s, landlords’, carriers’ or other similar Liens arising in the ordinary course of business with respect to obligations which are not overdue for longer than 60 days or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;

(c)judgment liens and judicial attachment liens not constituting an Event of Default under Section 9.1(g) hereof and the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount of such judgment liens and attachments and liabilities of the Company and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $10,000,000 at any one time outstanding;

(d)Liens on Property of a Borrower or any Subsidiary created solely for the purpose of securing indebtedness permitted by Section 8.7(a) hereof, representing or incurred to finance the purchase price of Property, provided that no such Lien shall extend to or cover other Property of a Borrower or such Subsidiary other than the respective Property so acquired, and the principal amount of indebtedness secured by any such Lien shall at no time exceed the purchase price of such Property, as reduced by repayments of principal thereon;

(e)any interest or title of a lessor under any operating lease;

(f)easements, rights‑of‑way, restrictions, licenses and covenants and other similar encumbrances against real property which, in the aggregate, are not substantial in amount and which do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of a Borrower or any Subsidiary;

(g)Liens described in Schedule 8.8 hereto and extensions, renewals, refunding and replacements thereof; provided that any such extension, renewal, refunding or replacement Lien shall be limited to the Property covered by the Lien extended, renewed, refunded or replaced and that the obligations secured by any such extension, renewal, refunding or replacement shall be in amount not greater than the amount of the obligations then secured by the Lien extended, renewed, refunded or replaced;

(h)any Lien in connection with a Permitted Acquisition on or affecting any Property (other than capital stock) acquired by a Borrower or a Subsidiary or Property (other than capital stock) of any acquired Subsidiary after the date of this Agreement; provided that (i) such Lien is created prior to the date on which such Person becomes a Subsidiary or such Property is acquired by such Borrower or such Subsidiary, (ii) the Lien was not created in contemplation of the Acquisition, and (iii) such Lien secures Indebtedness for Borrowed Money permitted hereunder and the principal amount thereof has not increased in contemplation of or since such Acquisition;

(i)Liens representing the interest of any transferee of the Company’s or its Subsidiaries’ accounts receivable and related rights in connection with a Permitted Securitization;

(j)Liens not otherwise permitted under this Section 8.8 on Property (other than (i) shares of stock in any Subsidiary and (ii) receivables, inventory and similar working capital assets) securing Indebtedness for Borrowed Money that is in an aggregate principal amount at any time not exceeding 10% of the book value of the assets of the Company and its Subsidiaries as shown on the Company’s balance sheet as of the end of the immediately preceding fiscal year.

Section 8.9.Investments, Acquisitions, Loans and Advances.  Neither Borrower shall, nor shall it permit any Subsidiary to, directly or indirectly, make, retain or have outstanding any investments (whether through purchase of stock or obligations or otherwise) in, or loans or advances to, any other Person, or acquire all or any substantial part of the assets or business of any other Person or division thereof; provided, however, that the foregoing limitation shall not apply to nor operate to prevent:

(a)investments in direct obligations of the United States of America or of any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America, provided that any such obligations shall mature within one year of the date of issuance thereof;

(b)investments in commercial paper rated at least P‑2 by Moody’s and at least A‑2 by S&P maturing within one year of the date of issuance thereof;

(c)investments in certificates of deposit issued by any Lender or by any United States commercial bank having capital and surplus of not less than $100,000,000 which have a maturity of one year or less;

(d)investments in repurchase obligations with a term of not more than 7 days for underlying securities of the types described in subsection (a) above entered into with any bank meeting the qualifications specified in subsection (c) above, provided all such agreements require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System;

(e)investments in money market funds that are rated “AA” or higher by S&P;

(f)each of the Company’s and its Subsidiaries’ investments existing on the date of this Agreement in its respective Subsidiaries;

(g)intercompany advances made from time to time by a Borrower and/or any Guarantor to any one or more Guarantors or by a Guarantor to a Borrower, in each case in the ordinary course of business to finance working capital needs;

(h)intercompany advances from time to time by a Foreign Subsidiary to a Borrower or one or more Subsidiaries, in each case in the ordinary course of business to finance working capital needs;

(i)(A) an intercompany advance up to $60,000,000 in aggregate principal amount at any time outstanding made by CTS Singapore Pte., Ltd. to CTS Denmark (the “Singapore Loan”) and (B) such other intercompany advances from time to time made by a Borrower or any Guarantor to any one or more Foreign Subsidiaries not to exceed 20% of the book value of the assets of the Company and its Subsidiaries as shown on the Company’s balance sheet as of the end of the immediately preceding fiscal year in aggregate principal amount outstanding for all such advances at any one time (excluding, for the avoidance of doubt, the Singapore Loan), in each case in the ordinary course of business to finance working capital needs;

(j)Permitted Acquisitions;

(k)investments described in Schedule 8.9 hereto;

(l)investments in stock, obligations or securities received in settlement of debts (created in the ordinary course of business) owing to a Borrower or any Subsidiary;

(m)investments in preferred stock or corporate bonds of domestic corporations all of whose senior debt bears a rating of at least “A” by S&P or Moody’s;

(n)investments in securities received as consideration in a sale of Property permitted by Section 8.10 hereof;

(o)investments in the form of advances to employees in the ordinary course of business for moving, relocation and travel expenses and other loans to employees for any lawful purpose not to exceed $3,000,000 in the aggregate at any one time outstanding;

(p)investments in Subsidiaries in connection with transactions permitted under Section 8.10(c);

(q)[Reserved];

(r)with respect to any Foreign Subsidiary, investments in (i) certificates of deposits, time deposits and interest bearing demand deposits issued by any Lender or any commercial bank of recognized standing chartered in the country where such Foreign Subsidiary is domiciled having capital and surplus of not less than $100,000,000 (or its equivalent) which have a maturity of one year or less and (ii) direct obligations of the national government of the country where such Foreign Subsidiary is chartered provided that such sovereign debt has either a (A) short-term sovereign currency rating of A-1 or higher by S&P or (B) long-term debt rating of AA or higher by S&P, in an amount not to exceed $75,000,000 in the aggregate at any one time outstanding with respect to this clause (B);

(s)investment of any acquired Subsidiary, provided that the investments are made prior to the date on which such Person becomes a Subsidiary and such investments were not made in contemplation of the Acquisition; and

(t)other investments, loans, and advances in addition to those otherwise permitted by this Section in an amount not to exceed 15% of the book value of the assets of the Company and its Subsidiaries as shown on the Company’s balance sheet as of the end of the immediately preceding fiscal year in the aggregate at any one time outstanding.

Section 8.10.Mergers, Consolidations and Sales.  Neither Borrower shall, nor shall it permit any Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or sell accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent:

(a)the sale or lease of inventory in the ordinary course of business;

(b)the sale, transfer, lease or other disposition of Property of the Company and the Guarantors to one another in the ordinary course of its business;

(c)the sale, transfer, lease or other disposition of Property of a Foreign Subsidiary to the Company or any Subsidiary;

(d)the sale, transfer, lease or other disposition of Property of the Company and the Guarantors to any one or more Foreign Subsidiaries not to exceed 10% of the book value of the assets of the Company and its Subsidiaries as shown on the Company’s balance sheet as of the end of the immediately preceding fiscal year in the aggregate for all such transactions from the Closing Date, in each case in the ordinary course of business; provided that the foregoing limitation shall not apply to sales, transfers, leases or other dispositions to Foreign Subsidiaries which are Borrowers or Guarantors;

(e)the merger of any Subsidiary with and into, the dissolution of any Subsidiary liquidating into, or the transfer of the capital stock or other equity interest of any Subsidiary to the Company or any other Subsidiary, provided that, in the case of any merger involving (i) the Company, the Company is the corporation surviving the merger, (ii) CTS Denmark, CTS Denmark is the entity surviving such merger and (iii) a Guarantor, but not a Borrower, a Guarantor is the corporation surviving the merger;

(f)the sale or discount of delinquent notes or the sale of accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction (other than a Permitted Securitization));

(g)the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of a Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business;

(h)the sale, transfer or other disposition of Property of the Company which is classified as “held for sale” on the Company’s balance sheet;

(i)the sale of investments permitted pursuant to Section 8.9(a) through (e), (l), (m) and (n) hereof; and

(j)the sale, transfer, lease or other disposition of Property of the Company or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Company and its Subsidiaries during any fiscal year of the Company of an amount not more than 10% of the fair market value of the assets of the Company and its Subsidiaries as shown on the Company’s balance sheet as of the end of the immediately preceding fiscal year.

Section 8.11.Maintenance of Subsidiaries.  Neither Borrower shall assign, sell or transfer, nor shall it permit any Subsidiary to issue, assign, sell or transfer, any shares of capital stock or other equity interests of a Subsidiary; provided, however, that the foregoing shall not operate to prevent (a) the issuance, sale, and transfer to any person of any shares of capital stock of a Subsidiary solely for the purpose of qualifying, and to the extent legally necessary to qualify, such person as a director of such Subsidiary, and (b) any transaction permitted by Section 8.10(e) or (j) hereof.

Section 8.12.Dividends and Certain Other Restricted Payments.  Neither Borrower shall, nor shall it permit any Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends or distributions payable solely in its capital stock or other equity interests) or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same; provided, however, that the foregoing shall not operate to prevent (i) the making of dividends or distributions by any Subsidiary of a Borrower or its Subsidiaries to its parent corporation and (ii) the making of dividends or distributions by the Company or any Subsidiary, or the repurchase of shares of capital stock of the Company or any Subsidiary, in an unlimited amount so long as after giving effect to such dividend, distribution or repurchase, the Net Leverage Ratio calculated on a pro forma basis (determined as of the last day of the last fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 8.5 hereof and looking back four complete fiscal quarters) is less than or equal to 0.50 less than the Net Leverage Ratio permitted at such time by Section 8.22 hereof.

Section 8.13.ERISA.  Each Borrower shall, and shall cause each Subsidiary to, promptly pay and discharge all obligations and liabilities arising under ERISA of a character which if unpaid or unperformed could reasonably be expected to result in the imposition of a Lien against any of its Property.  Each Borrower shall, and shall cause each Subsidiary to, promptly notify the Administrative Agent and each Lender of:  (a) the occurrence of any reportable event (as defined in ERISA) with respect to a Plan, (b) receipt of any notice from the PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor, (c) its intention to terminate or withdraw from any Plan, and (d) the occurrence of any event with respect to any Plan which would result in the incurrence by a Borrower or any Subsidiary of any material liability, fine or penalty, or any material increase in the contingent liability of a Borrower or any Subsidiary with respect to any post‑retirement Welfare Plan benefit.

Section 8.14.Compliance with Laws.  (a) Each Borrower shall, and shall cause each Subsidiary to, comply with all Legal Requirements applicable to its Property or business operations, where any non‑compliance with such requirements, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or result in a Lien upon any of its Property other than a Lien permitted under Section 8.8.

(b)Without limiting the agreements set forth in Section 8.14(a) above, each Borrower shall, and shall cause each Subsidiary to, at all times, do the following to the extent the failure to do so, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect: (i) comply in all material respects with, and maintain each of the Premises in compliance in all material respects with, all applicable Environmental Laws; (ii) require that each tenant and subtenant, if any, of any of the Premises or any part thereof comply in all material respects with all applicable Environmental Laws; (iii) obtain and maintain in full force and effect all material Governmental Approvals required by any applicable Environmental Law for operations at each of the Premises; (iv) cure any material violation by it or at any of the Premises of applicable Environmental Laws; (v) not allow the presence or operation at any of the Premises of any (1) landfill or dump or (2) hazardous waste management facility or solid waste disposal facility as defined pursuant to RCRA or any comparable state law; (vi) not manufacture, use, generate, transport, treat, store, release, dispose or handle any Hazardous Material at any of the Premises except in the ordinary course of its business; (vii) within 20 Business Days notify the Administrative Agent in writing of and provide any reasonably requested documents upon receipt of any of the following in connection with a Borrower or any Subsidiary or any of the Premises: (1) notice of any material liability for response or corrective action, natural resource damage or other harm pursuant to CERCLA, RCRA or any comparable state law from any Governmental Authority; (2) notice of any material Environmental Claim from any Governmental Authority or private party; (3) notice of any material violation of an Environmental Law or material Release, threatened Release or disposal of a Hazardous Material from any Governmental Authority; or (4) notice of any restriction on the ownership, occupancy, use or transferability arising pursuant to any (x) Release, threatened Release or disposal of a Hazardous Material (other than Releases in compliance with a Governmental Approval for operations at the Premises) or (y) Environmental Law; (viii) conduct at its expense any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action required by a Governmental Authority or Environmental Law to remove, remediate, clean up or abate any material Release, threatened Release or disposal of a Hazardous Material as required by any applicable Environmental Law,

(ix) abide by and observe any restrictions on the use of the Premises imposed by any Governmental Authority as set forth in a deed or other instrument affecting a Borrower’s or any Subsidiary’s interest therein; (x) promptly provide or otherwise make available to the Administrative Agent in connection with an Environmental Claim any reasonably available environmental record concerning the Premises which a Borrower or any Subsidiary possesses; and (xi) perform, satisfy, and implement any operation, maintenance or other actions required by any Governmental Authority or Environmental Law, or included in any no further action letter or covenant not to sue issued by any Governmental Authority under any Environmental Law.

Section 8.15.Burdensome Contracts With Affiliates. Neither Borrower shall, nor shall it permit any Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates on terms and conditions which are less favorable to such Borrower or such Subsidiary than would be usual and customary in similar contracts, agreements or business arrangements between Persons not affiliated with each other.

Section 8.16.No Changes in Fiscal Year.  The fiscal year of the Company and its Subsidiaries ends on December 31 of each year; and the Company shall not, nor shall it permit any Subsidiary to, change its fiscal year from its present basis.

Section 8.17.Formation of Subsidiaries.  Promptly upon the formation or acquisition of any Subsidiary, the Company shall provide the Administrative Agent and  the Lenders notice thereof and timely comply with the requirements of Section 4 hereof (at which time Schedule 6.2 shall be deemed amended to include reference to such Subsidiary).

Section 8.18.Change in the Nature of Business.  The Company shall not, nor shall it permit any Subsidiary to, engage in any business or activity if, as a result, the general nature of the business of the Company or any Subsidiary would be changed in any material respect from the general nature of the business engaged in by it as of the Closing Date.

Section 8.19.Use of Loan Proceeds.  Each Borrower shall use the credit extended under this Agreement solely for the purposes set forth in, or otherwise permitted by, Section 6.4 hereof.  No Borrower shall directly or indirectly, use any Loan or the proceeds of any Credit Event, or lend, contribute or otherwise make available such Loan or the proceeds of the proceeds of any Credit Event: (i)  to any Person, to fund any activities of or business with any Person, or in any Sanctioned Country, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions or (ii) for any purpose which would breach any Anti‑Corruption Law.

Section 8.20.No Restrictions.  Except as provided herein, neither Borrower shall, nor shall it permit any Subsidiary to, directly or indirectly create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of a Borrower or any Subsidiary to:  (a) pay dividends or make any other distribution on any Subsidiary’s capital stock or other equity interests owned by such Borrower or any other Subsidiary, (b) pay any indebtedness owed to such Borrower or any other Subsidiary, (c) make loans or advances to a Borrower or any other Subsidiary, (d) transfer any of its Property to a

Borrower or any other Subsidiary or (e) guarantee the Obligations as required by the Loan Documents.

Section 8.21.Compliance with Sanctions Programs. (a) Each Borrower shall at all times comply with the requirements of all AML Laws, Anti‑Corruption Laws, and Sanctions Programs applicable to such Borrower and shall cause each of its Subsidiaries to comply with the requirements of all AML Laws, Anti‑Corruption Laws, and Sanctions Programs applicable to such Subsidiary.

(b)Each Borrower shall provide the Administrative Agent, the L/C Issuer, and the Lenders any information regarding such Borrower, its Affiliates, and its Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable Sanctions and any applicable “know your customer” requirement; subject however, in the case of Affiliates, to such Borrower’s ability to provide information applicable to them.

(c)The Company will maintain in effect and enforce policies and procedures reasonably designed to ensure compliance by the Company, its Subsidiaries, and the Company’s and its Subsidiaries’ respective directors, officers, employees and agents with applicable AML Laws, Anti-Corruption Laws, and Sanctions.

Section 8.22.Net Leverage Ratio.  As of the last day of each fiscal quarter of the Company, the Company shall not permit the Net Leverage Ratio to be greater than 3.50 to 1.00; provided that, the Company may, by written notice to the Administrative Agent delivered no later than five (5) Business Days prior to the delivery of the applicable financial statements, increase the maximum Net Leverage Ratio to 4.00 to 1.00 on a one time basis for the four consecutive calendar quarter ending dates immediately following the consummation of a Permitted Acquisition for which the Total Consideration is $100,000,000 or greater.

Section 8.23.Interest Coverage Ratio.  As of the last day of each fiscal quarter of the Company, the Company shall maintain an Interest Coverage Ratio of not less than 3.00 to 1.00.

Section 9.

Events of Default and Remedies.

Section 9.1.Events of Default.  Any one or more of the following shall constitute an “Event of Default” hereunder:

(a)default in the payment (i) when due of all or any part of the principal of, or (ii) within two (2) Business Days of when due of all or any part of the interest on, any Note or Loan (whether at the stated maturity thereof or at any other time provided for in this Agreement) or of any Reimbursement Obligation or of any fee or other Obligation payable hereunder or under any other Loan Document;

(b)default in the observance or performance of any covenant set forth in Sections 8.1, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12, 8.21, 8.22 or 8.23 hereof;

(c)default in the observance or performance of any other provision hereof or of any other Loan Document which is not remedied within 30 days after the earlier of (i) the date on which such failure shall first become known to any Authorized Officer of the Company or (ii) written notice thereof is given to the Company by the Administrative Agent;

(d)any representation or warranty made herein or in any other Loan Document or in any certificate furnished to the Administrative Agent or the Lenders pursuant hereto or thereto or in connection with any transaction contemplated hereby or thereby proves untrue in any material respect as of the date of the issuance or making or deemed making thereof (except to the extent that the same expressly relate to an earlier date);

(e)any event occurs or condition exists (other than those described in subsections (a) through (d) above) which is specified as an event of default under any of the other Loan Documents, or any of the Loan Documents shall for any reason not be or shall cease to be in full force and effect or is declared to be null and void, or the Company or any Subsidiary takes any action for the purpose of terminating, repudiating or rescinding any Loan Document executed by it or any of its obligations thereunder;

(f)default shall occur under any Indebtedness for Borrowed Money issued, assumed or guaranteed by a Borrower or any Subsidiary aggregating in excess of $20,000,000, or under any indenture, agreement or other instrument under which the same may be issued, and such default shall continue for a period of time sufficient to permit the acceleration of the maturity of any such Indebtedness for Borrowed Money (whether or not such maturity is in fact accelerated), or any such Indebtedness for Borrowed Money shall not be paid when due (whether by demand, lapse of time, acceleration or otherwise);

(g)any judgment or judgments, writ or writs or warrant or warrants of attachment (including a conservatoir beslag and executorial beslag), or any similar process or processes, shall be entered or filed against a Borrower or any Subsidiary, or against any of its Property, in an aggregate amount in excess of $20,000,000 (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing), and which remains undischarged, unvacated, unbonded or unstayed for a period of 30 days (or, with respect to a Foreign Subsidiary (other than CTS Denmark), 90 days);

(h)a Borrower or any Subsidiary, or any member of its Controlled Group, shall fail to pay when due an amount or amounts aggregating in excess of $20,000,000 which it shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess of $20,000,000 (collectively, a “Material Plan”) shall be filed under Title IV of ERISA by a Borrower or any Subsidiary, or any other member of its Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any Material Plan or a proceeding shall be instituted by a fiduciary of any Material Plan against a Borrower or any Subsidiary, or any member of its Controlled Group, to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have

been dismissed within 30 days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated;

(i)any Change of Control shall occur;

(j)a Borrower or any Subsidiary shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended or any analogous action is taken under any other applicable law relating to bankruptcy or insolvency, (ii) not pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate or similar action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in Section 9.1(k) hereof; or

(k)a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for a Borrower or any Subsidiary, or any substantial part of any of its Property, or a proceeding described in Section 9.1(j)(v) shall be instituted against a Borrower or any Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 days.

Section 9.2.Non‑Bankruptcy Defaults.  When any Event of Default other than those described in subsection (j) (other than clause (ii) thereof) or (k) of Section 9.1 hereof has occurred and is continuing, the Administrative Agent shall, by written notice to the Company:  (a) if so directed by the Required Lenders, terminate the remaining Revolving Credit Commitments on the date stated in such notice (which may be the date thereof); (b) if so directed by the Required Lenders, declare the principal of and the accrued interest on all outstanding Loans to be forthwith due and payable and thereupon all outstanding Loans, including both principal and interest thereon, shall be and become immediately due and payable together with all other amounts payable under the Loan Documents without further demand, presentment, protest or notice of any kind; and (c) if so directed by the Required Lenders, demand that the Borrowers immediately pay to the Administrative Agent the full amount then available for drawing under each or any Letter of Credit, and the Borrowers agree to immediately make such payment and acknowledge and agree that the Lenders would not have an adequate remedy at law for failure by the Borrowers to honor any such demand and that the Administrative Agent, for the benefit of the Lenders, shall have the right to require the Borrowers to specifically perform such undertaking whether or not any drawings or other demands for payment have been made under any Letter of Credit.  The Administrative Agent, after giving notice to the Company pursuant to Section 9.1(c) or this Section 9.2, shall also

promptly send a copy of such notice to the other Lenders, but the failure to do so shall not impair or annul the effect of such notice.

Section 9.3.Bankruptcy Defaults.  When any Event of Default described in subsections (j) (other than clause (ii) thereof) or (k) of Section 9.1 hereof has occurred and is continuing, then all outstanding Loans shall immediately become due and payable together with all other amounts payable under the Loan Documents without presentment, demand, protest or notice of any kind, the obligation of the Lenders to extend further credit pursuant to any of the terms hereof shall immediately terminate and the Borrowers shall immediately pay to the Administrative Agent the full amount then available for drawing under all outstanding Letters of Credit, the Borrowers acknowledging and agreeing that the Lenders would not have an adequate remedy at law for failure by the Borrowers to honor any such demand and that the Lenders, and the Administrative Agent on their behalf, shall have the right to require the Borrowers to specifically perform such undertaking whether or not any draws or other demands for payment have been made under any of the Letters of Credit.

Section 9.4.Collateral for Undrawn Letters of Credit.  (a) If the prepayment of the amount available for drawing under any or all outstanding Letters of Credit is required under Section 1.8(b), 1.17, Section 9.2 or 9.3 hereof, the Borrowers shall forthwith pay the amount required to be so prepaid, to be held by the Administrative Agent as provided in subsection (b) below.

(b)All amounts prepaid pursuant to subsection (a) above shall be held by the Administrative Agent in one or more separate collateral accounts (each such account, and the credit balances, properties, and any investments from time to time held therein, and any substitutions for such account, any certificate of deposit or other instrument evidencing any of the foregoing and all proceeds of and earnings on any of the foregoing being collectively called the “Collateral Account”) as security for, and for application by the Administrative Agent (to the extent available) to, the reimbursement of any payment under any Letter of Credit then or thereafter made by the L/C Issuer, and to the payment of the unpaid balance of any other Obligations.  The Collateral Account shall be held in the name of and subject to the exclusive dominion and control of the Administrative Agent for the benefit of the Administrative Agent, the Lenders, and the L/C Issuer.  If and when requested by the Company, the Administrative Agent shall invest funds held in the Collateral Account from time to time in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less, provided that the Administrative Agent is irrevocably authorized to sell investments held in the Collateral Account when and as required to make payments out of the Collateral Account for application to amounts due and owing from a Borrower to the L/C Issuer, the Administrative Agent or the Lenders; provided, however, that (i) if the Borrowers shall have made payment of all obligations referred to in subsection (a) above required under Section 1.9(b) and Section 1.17 hereof, if any, at the request of the Company the Administrative Agent shall release to the Company amounts held in the Collateral Account so long as at the time of the release and after giving effect thereto no Default or Event of Default exists and, in the case of Section 1.16 hereof, the relevant Defaulting Lender is no longer a Defaulting Lender pursuant to Section 1.16(b) hereof, and (ii) if the Borrowers shall have made payment of all obligations referred to in subsection (a) above required under Section 9.2 or 9.3 hereof, so long

as no Letters of Credit, Revolving Credit Commitments, Loans or other Obligations, Hedging Liability, or Funds Transfer and Bank Product Liability remain outstanding, at the request of the Company, the Administrative Agent shall release to the Company any remaining amounts held in the Collateral Account.

Section 9.5.Notice of Default.  The Administrative Agent shall give notice to the Company under Section 9.1(c) hereof promptly upon being requested to do so by any Lender and shall thereupon notify all the Lenders thereof.

Section 9.6.Expenses.  Each Borrower agrees to pay to the Administrative Agent and each Lender, and any other holder of any Note outstanding hereunder, all costs and expenses reasonably incurred or paid by the Administrative Agent and such Lender or any such holder, including reasonable attorneys’ fees and court costs, in connection with any Event of Default by a Borrower hereunder or in connection with the enforcement of any of the Loan Documents (including all such costs and expenses incurred in connection with any proceeding under the United States Bankruptcy Code involving a Borrower or any Subsidiary as a debtor thereunder).

Section 10.

Change in Circumstances.

Section 10.1.Change in Law.  Notwithstanding any other provisions of this Agreement or any other Loan Document, if at any time any Change in Law makes it unlawful for any Lender to make or continue to maintain any CIBOR Loans, Term SOFR Loans or RFR Loans or to perform its obligations as contemplated hereby, such Lender shall promptly give notice thereof to the Company and such Lender’s obligations to make or maintain CIBOR Loans, Term SOFR Loans or RFR Loans, as applicable, under this Agreement shall be suspended until it is no longer unlawful for such Lender to make or maintain such loans.  The Borrowers shall prepay on demand the outstanding principal amount of any such affected CIBOR Loans, Term SOFR Loans or RFR Loans, as applicable, together with all interest accrued thereon and all other amounts then due and payable to such Lender under this Agreement; provided, however, subject to all of the terms and conditions of this Agreement, such Borrower may then elect to borrow the principal amount of the affected CIBOR Loans, Term SOFR Loans or RFR Loans, as applicable, from such Lender by means of Base Rate Loans, which Base Rate Loans shall not be made ratably by the Lenders but only from such affected Lender.

Section 10.2.Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, Rates; Benchmark Replacement.  (a) Subject to clause (c) hereof, if on or prior to the first day of any Interest Period for any Borrowing of CIBOR Loans:

(i)the Administrative Agent determines that deposits in Danish Krone (in the applicable amounts) are not being offered to it in the interbank eurodollar market for such Interest Period, or that by reason of circumstances affecting the interbank eurodollar market adequate and reasonable means do not exist for ascertaining the applicable CIBOR, or

(ii)the Required Lenders advise the Administrative Agent that (i) CIBOR as determined by the Administrative Agent will not adequately and fairly reflect the cost to

such Lenders of funding their CIBOR Loans for such Interest Period or (ii) that the making or funding of CIBOR Loans become impracticable,

(b)Subject to clause (c) below, if on or prior to the first day of any Interest Period for any Borrowing of Term SOFR Loans, or on any day of any Borrower of RFR Loans:

(c)Notwithstanding anything to the contrary in this Agreement or any other Loan Document (and any interest rate swap agreement shall be deemed not to be a “Loan Document” for purposes of this Section 10.2(c):

(i)Benchmark Replacement.  Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (A) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (B) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.

(ii)Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(iii)Notice; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Company and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement.  The Administrative Agent will promptly notify the Company of the removal or reinstatement of any tenor of a Benchmark pursuant to this Section 10.2. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 10.2, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this

Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 10.2.

(iv)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including, without limitation, the Term SOFR Reference Rate and CIBOR) and either (1) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (2) the administration of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (B) if a tenor that was removed pursuant to clause (A) above either (1) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (2) is not or will not be representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v)Benchmark Unavailability Period.  Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, the Company may revoke any pending request for a RFR Loan, Term SOFR Loan or CIBOR Loan, as applicable, or a conversion to or continuation of a Term SOFR Loan or CIBOR Loan, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (A) in the case of any request for a Term SOFR Loan, the Company will be deemed to have converted such request into a request for a Borrowing of, or conversion to, Base Rate Loans, (B) in the case of any request for a RFR Loan or CIBOR Loan, such request shall be ineffective, (C) any outstanding Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (D) any outstanding RFR Loans or CIBOR Loans shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) immediately (in the case of RFR Loans) or at the end of the applicable Interest Period (in the case of CIBOR Loans) or (2) be prepaid in full immediately (in the case of RFR Loans) or at the end of the applicable Interest Period (in the case of CIBOR Loans); provided, that if no election is made by the Company pursuant to this clause (D) by the date that is three (3) Business Days after receipt by the Company of such notice, the Company shall be deemed to have elected clause (1) above. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the

then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

Section 10.3.Increased Costs.

(a)Increased Costs Generally.  If any Change in Law shall:

(i)impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted CIBOR) or any L/C Issuer;

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)impose on any Lender or any L/C Issuer any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;

(b)Capital Requirements.  If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any lending office of such Lender 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 Revolving Credit Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such Lender, or the Letters of Credit issued by any 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 or liquidity), then from time to time the Borrowers will pay to such Lender or L/C Issuer, as the case may be, 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.

(c)Certificates for Reimbursement.  A certificate of a Lender or L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Company, shall be conclusive absent manifest error.  The Borrowers shall pay such Lender or L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)Delay in Requests.  Failure or delay on the part of any Lender or L/C Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or L/C Issuer’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or L/C Issuer, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine‑month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 10.4.Lending Offices.  Each Lender may, at its option, elect to make its Loans hereunder at the branch, office or affiliate specified on the appropriate signature page hereof (each a “Lending Office”) for each type of Loan available hereunder or at such other of its branches, offices or affiliates as it may from time to time elect and designate in a written notice to the Company and the Administrative Agent.  To the extent reasonably possible, a Lender shall designate an alternative branch or funding office with respect to its RFR Loans or CIBOR Loans to reduce any liability of the Borrowers to such Lender under Section 10.3 hereof or to avoid the unavailability of RFR Loans or CIBOR Loans under Section 10.2 hereof, so long as such designation is not otherwise disadvantageous to the Lender.

Section 10.5.Discretion of Lender as to Manner of Funding.  Notwithstanding any other provision of this Agreement, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for the purposes of this Agreement all determinations hereunder with respect to CIBOR Loans shall be made as if each Lender had actually funded and maintained each CIBOR Loan through the purchase of deposits in the interbank eurodollar market having a maturity corresponding to such Loan’s Interest Period, and bearing an interest rate equal to CIBOR for such Interest Period.

Section 11.

The Administrative Agent.

Section 11.1.Appointment and Authorization of Administrative Agent.  Each Lender and the L/C Issuer hereby appoints BMO Harris Bank N.A. as the Administrative Agent under the

Loan Documents and hereby authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.  The provisions of this Section 11 are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither a Borrower nor any Guarantor 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.

Section 11.2.Administrative Agent and its Affiliates.  The Person serving as Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents in its capacity as a Lender as any other Lender and may exercise or refrain from exercising such rights and power as though it were not the Administrative Agent, and the Person serving as Administrative Agent and its affiliates may accept deposits from, lend money to, and generally engage in any kind of business with a Borrower or any Affiliate of a Borrower as if it were not the Administrative Agent under the Loan Documents.  The term “Lender” as used herein and in all other Loan Documents, unless the context otherwise clearly requires, includes the Administrative Agent in its individual capacity as a Lender.  References in Section 1 hereof to the Administrative Agent’s Loans, or to the amount owing to the Administrative Agent for which an interest rate is being determined, refer to the Administrative Agent in its individual capacity as a Lender.

Section 11.3.Action by Administrative Agent.  If the Administrative Agent receives from the Company a written notice of an Event of Default pursuant to Section 8.5 hereof, the Administrative Agent shall promptly give each of the Lenders and the L/C Issuer written notice thereof.  The obligations of the Administrative Agent under the Loan Documents are only those expressly set forth therein and shall be administrative in nature.  The Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing.  Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action hereunder with respect to any Default or Event of Default, except as expressly provided in Sections 9.2 and 9.5.  Unless and until the Required Lenders give such direction, the Administrative Agent may (but shall not be obligated to) take or refrain from taking such actions as it deems appropriate and in the best interest of all the Lenders and the L/C Issuer.  In no event, however, shall the Administrative Agent be required to take any action in violation of applicable law or of any provision of any Loan Document, and the Administrative Agent shall in all cases be fully justified in failing or refusing to act hereunder or under any other Loan Document unless it first receives any further assurances of its indemnification from the Lenders that it may require, including prepayment of any related expenses and any other protection it requires against any and all costs, expense, and liability which may be incurred by it by reason of taking or continuing to take any such action.  The Administrative Agent shall be entitled to assume that no Default or Event of Default exists unless notified in writing to the contrary by a Lender, the L/C Issuer or the Company.  In all cases in which the Loan Documents do not require the Administrative Agent to take specific action, the Administrative Agent shall be fully justified in using its reasonable discretion in failing to take or in taking any action thereunder.  Any

instructions of the Required Lenders, or of any other group of Lenders called for under the specific provisions of the Loan Documents, shall be binding upon all the Lenders and the holders of the Obligations.

Section 11.4.Consultation with Experts.  The Administrative Agent may consult with legal counsel, independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

Section 11.5.Liability of Administrative Agent; Credit Decision.  Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection with the Loan Documents: (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct.  Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify: (i) any statement, warranty or representation made in connection with this Agreement, any other Loan Document or any Credit Event; (ii) the performance or observance of any of the covenants or agreements of a Borrower or any Subsidiary contained herein or in any other Loan Document; (iii) the validity, effectiveness, genuineness, enforceability, perfection, value, worth or collectibility hereof or of any other Loan Document or of any other documents or writing furnished in connection with any Loan Document; or (iv) the satisfaction of any condition set forth in Section 7.1 or 7.2 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent and the Administrative Agent makes no representation of any kind or character with respect to any such matter mentioned in this sentence.  The Administrative Agent may execute any of its duties under any of the Loan Documents by or through employees, agents, and attorneys‑in‑fact and shall not be answerable to the Lenders, the L/C Issuer, any Borrower, or any other Person for the default or misconduct of any such agents or attorneys‑in‑fact selected with reasonable care.  The Administrative Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, other document or statement (whether written or oral) believed by it to be genuine or to be sent by the proper party or parties.  In particular and without limiting any of the foregoing, the Administrative Agent shall have no responsibility for confirming the accuracy of any compliance certificate or other document or instrument received by it under the Loan Documents.  The Administrative Agent may treat the payee of any Obligation as the holder thereof until written notice of transfer shall have been filed with the Administrative Agent signed by such payee in form satisfactory to the Administrative Agent.  Each Lender and the L/C Issuer acknowledges that it has independently and without reliance on the Administrative Agent, any other Lender or the L/C Issuer, and based upon such information, investigations and inquiries as it deems appropriate, made its own credit analysis and decision to extend credit to the Borrowers in the manner set forth in the Loan Documents.  It shall be the responsibility of each Lender and the L/C Issuer to keep itself informed as to the creditworthiness of the Borrowers and their Subsidiaries, and the Administrative Agent shall have no liability to any Lender or the L/C Issuer with respect thereto.

Section 11.6.Indemnity.  The Lenders shall ratably, in accordance with their respective Percentages, indemnify and hold the Administrative Agent, and its Related Parties harmless from and against any liabilities, losses, costs or expenses suffered or incurred by it under any Loan

Document or in connection with the transactions contemplated thereby, regardless of when asserted or arising, except to the extent they are promptly reimbursed for the same by a Borrower and except to the extent that any event giving rise to a claim was caused by the gross negligence or willful misconduct of the party seeking to be indemnified.  The obligations of the Lenders under this Section shall survive termination of this Agreement.  The Administrative Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the Administrative Agent, any L/C Issuer, or Swing Line Lender hereunder (whether as fundings of participations, indemnities or otherwise, and with any amounts offset for the benefit of the Administrative Agent to be held by it for its own account and with any amounts offset for the benefit of a L/C Issuer or Swing Line Lender to be remitted by the Administrative Agent to or for the account of such L/C Issuer or Swing Line Lender, as applicable), but shall not be entitled to offset against amounts owed to the Administrative Agent, any L/C Issuer or Swing Line Lender by any Lender arising outside of this Agreement and the other Loan Documents.

Section 11.7.Resignation of Administrative Agent and Successor Administrative Agent.  The Administrative Agent may resign at any time by giving written notice thereof to the Lenders, the L/C Issuer and the Company.  Upon any such resignation of the Administrative Agent, the Required Lenders shall have the right to appoint with the Company’s consent a successor Administrative Agent; provided, however, the Company’s consent shall not be unreasonably withheld or delayed and shall not be required if at the time of such appointment an Event of Default shall have occurred and be continuing.  If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which may be any Lender hereunder or any commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $200,000,000.  Upon the acceptance of its appointment as the Administrative Agent hereunder, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent under the Loan Documents, and the retiring Administrative Agent shall be discharged from its duties and obligations thereunder.  After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 11 and all protective provisions of the other Loan Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent, but no successor Administrative Agent shall in any event be liable or responsible for any actions of its predecessor.  If the Administrative Agent resigns and no successor is appointed, the rights and obligations of such Administrative Agent shall be automatically assumed by the Required Lenders and the Borrowers shall be directed to make all payments due each Lender and L/C Issuer hereunder directly to such Lender or L/C Issuer.

Section 11.8.L/C Issuer and Swing Line Lender.  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 Swing Line Lender shall act on behalf of the Lenders with respect to the Swing Loans made hereunder.  The L/C Issuer and the Swing Line Lender shall each have all of the benefits and immunities (i) provided to the Administrative Agent in this Section 11 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 the Applications pertaining to such Letters of Credit or by the Swing Line Lender in connection with Swing Loans made or to be made hereunder as fully as if the term “Administrative Agent”, as used in this Section 11, included the L/C Issuer and the Swing Line Lender with respect to such acts or omissions and (ii) as additionally provided in this Agreement with respect to such L/C Issuer or Swing Line Lender, as applicable.  Any resignation by the Person then acting as Administrative Agent pursuant to Section 11.7 shall also constitute its resignation or the resignation of its Affiliate as L/C Issuer and Swing Line Lender except as it may otherwise agree.  If such Person then acting as L/C Issuer so resigns, 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 Loans or fund risk participations in Reimbursement Obligations pursuant to Section 1.2.  If such Person then acting as Swing Line Lender resigns, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Loans or fund risk participations in outstanding Swing Loans pursuant to Section 1.14.  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), (i) 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 (other than any rights to indemnity payments or other amounts that remain owing to the retiring L/C Issuer or Swing Line Lender), and (ii) 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 other than with respect to its outstanding Letters of Credit and Swing Loans, and (iii) upon the request of the resigning L/C Issuer, 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 resigning L/C Issuer to effectively assume the obligations of the resigning L/C Issuer with respect to such Letters of Credit.

Section 11.9.Designation of Additional Agents.  The Administrative Agent shall have the continuing right, for purposes hereof, at any time and from time to time to designate one or more of the Lenders (and/or its or their Affiliates) as “syndication agents,” “documentation agents,” “arrangers,” or other designations for purposes hereto, but such designation shall have no substantive effect, and such Lenders and their Affiliates shall have no additional powers, duties or responsibilities as a result thereof.

Section 11.10.Authorization of Administrative Agent to File Proofs of Claim.  In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to a Borrower or any Guarantor, the 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 the Borrowers) 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 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 the Loan Documents including, but not limited to, Sections 1.11, 2.1, 10.3 and 13.12) 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;

Section 11.11.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 not, for the avoidance of doubt, to or for the benefit of a Borrower or any Guarantor, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Credit Commitments or this Agreement,

(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84‑14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Credit 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 Revolving Credit Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Credit Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Credit 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 not, for the avoidance of doubt, to or for the benefit of a Borrower or any Subsidiary, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Credit 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 hereto or thereto).

Section 11.12.Recovery of Erroneous Payments.  Notwithstanding anything to the contrary in this Agreement, if at any time Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender, Swing Line Lender or L/C Issuer, whether or not in respect of an Obligation due and owing by a Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount received by such Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to Administrative Agent: (i) from the date the distribution was made to the date two (2) Business Days after payment by such Lender is due hereunder, (x) if such scheduled payment was to be made in U.S. Dollars, the Federal Funds Rate for each such day and (y) if such scheduled payment was to be made in an Alternative Currency, the rate established by Section 1.9(d) hereof for RFR Loans denominated in such currency and (ii) from the date two (2) Business Days after the date such payment is due from such Lender to the date such payment is made by such Lender, (x) if such scheduled payment was to be made in U.S. Dollars, the Base Rate in effect for each such day and (y) if such scheduled payment was to be made in an Alternative Currency, the rate per annum established by Section 1.9(d) hereof for RFR Loans denominated in such currency.  Each Lender, each Swing Line Lender, and each L/C Issuer irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect

of a debt owed by another), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount.  Administrative Agent shall inform each Lender, Swing Line Lender, or L/C Issuer that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount.  Each Person’s obligations, agreements and waivers under this Section 11.12 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, Swing Line Lender or L/C Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

Section 12.

The Guarantees.

Section 12.1.The Guarantees.  To induce the Lenders and L/C Issuer to provide the credits described herein and in consideration of benefits expected to accrue to the Borrowers by reason of the Revolving Credit Commitments and the Term Loans, if any, and for other good and valuable consideration, receipt of which is hereby acknowledged, each Borrower (as to the Obligations of the other Borrower), each Subsidiary party hereto and each other Material Subsidiary (individually a “Guarantor” and collectively the “Guarantors,” including Material Subsidiaries formed or acquired after the Closing Date executing an Additional Guarantor Supplement in the form attached hereto as Exhibit G or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guarantees jointly and severally to the Administrative Agent, the Lenders, the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Bank Product Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by a Borrower under the Loan Documents as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against a Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against such Borrower or any such obligor in any such proceeding); provided, however, that, with respect to any Guarantor, Hedging Liability guaranteed by such Guarantor shall exclude all Excluded Swap Obligations.  In case of failure by a Borrower or any Subsidiary punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Bank Product Liability guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by such Borrower or such Subsidiary.

Section 12.2.Guarantee Unconditional.  The obligations of each Guarantor under this Section 12 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:

(a)any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of a Borrower or of any other guarantor under this Agreement or

any other Loan Document or by operation of law or otherwise or any agreement relating to Hedging Liability or Funds Transfer and Bank Product Liability;

(b)any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Hedging Liability or Funds Transfer and Bank Product Liability;

(c)any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, a Borrower, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of a Borrower or of any other guarantor contained in any Loan Document;

(d)the existence of any claim, set‑off, or other rights which a Borrower or any other guarantor may have at any time against the Administrative Agent, any Lender, the L/C Issuer, or any other Person, whether or not arising in connection herewith;

(e)any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against a Borrower, any other guarantor, or any other Person or Property;

(f)any application of any sums by whomsoever paid or howsoever realized to any obligation of a Borrower, regardless of what obligations of such Borrower remain unpaid;

(g)any invalidity or unenforceability relating to or against a Borrower or any other guarantor for any reason of this Agreement or any agreement relating to Hedging Liability or Funds Transfer and Bank Product Liability or of any other Loan Document or any provision of applicable law or regulation purporting to prohibit the payment by a Borrower or any other guarantor of the principal of or interest on any Note or any Reimbursement Obligation or any other amount payable under the Loan Documents or any agreement relating to Hedging Liability or Funds Transfer and Bank Product Liability; or

(h)any other act or omission to act or delay of any kind by the Administrative Agent, any Lender, the L/C Issuer, or any other Person or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of any Guarantor under this Section 12.

Section 12.3.Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances.  Each Guarantor’s obligations under this Section 12 shall remain in full force and effect until the Revolving Credit Commitments are terminated, all Letters of Credit have expired, and the principal of and interest on the Loans and all other amounts payable by the Borrowers and the Guarantors under this Agreement and all other Loan Documents or any agreement relating to Hedging Liability or Funds Transfer and Bank Product Liability and, if then outstanding and unpaid, all Hedging Liability and Funds Transfer and Bank Product Liability shall have been paid in full.  If at any time any payment of the principal of or interest on any Note or any Reimbursement Obligation or any other amount payable by a Borrower or any Guarantor under the Loan

Documents is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, or reorganization of such Borrower or of any guarantor, or otherwise, each Guarantor’s obligations under this Section 12 with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such time.

Section 12.4.Subrogation.  Each Guarantor agrees it will not exercise any rights which it may acquire by way of subrogation by any payment made hereunder, or otherwise, until all the Obligations, Hedging Liability, and Funds Transfer and Bank Product Liability shall have been paid in full subsequent to the termination of all the Revolving Credit Commitments and expiration of all Letters of Credit.  If any amount shall be paid to a Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations, Hedging Liability, and Funds Transfer and Bank Product Liability and all other amounts payable by the Borrowers hereunder and the other Loan Documents and (y) the termination of the Revolving Credit Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Administrative Agent, the Lenders and the L/C Issuer (and their Affiliates) and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders and the L/C Issuer (and their Affiliates) or be credited and applied upon the Obligations, Hedging Liability, and Funds Transfer and Bank Product Liability, whether matured or unmatured, in accordance with the terms of this Agreement.

Section 12.5.Waivers.  Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest, and any notice not provided for herein, as well as any requirement that at any time any action be taken by the Administrative Agent, any Lender, the L/C Issuer or any other Person against a Borrower, another guarantor, or any other Person except where such action is expressly required by the Loan Documents.

Section 12.6.Limit on Recovery.  (a)  Notwithstanding any other provision hereof, the right of recovery against each Guarantor under this Section 12 shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Section 12 void or voidable under applicable law, including, without limitation, fraudulent conveyance law.