RESIDEO TECHNOLOGIES, INC.

EX-10.1 · SECOND AMENDMENT AND RESTATEMENT AGREEMENT, DATED AS OF JUNE 4, 2026, AMONG RESI

EX-10.1
 2
 ea029337901ex10-1.htm
 SECOND AMENDMENT AND RESTATEMENT AGREEMENT, DATED AS OF JUNE 4, 2026, AMONG RESIDEO TECHNOLOGIES, INC., A DELAWARE CORPORATION, RESIDEO HOLDING INC

 Exhibit 10.1

 Execution Version

 SECOND AMENDMENT AND RESTATEMENT
AGREEMENT , dated as of June 4, 2026 (this “ Second Amendment and Restatement Agreement ”), to the Amended and Restated
Credit Agreement dated as of February 12, 2021 (as amended by that certain First Amendment to Amended and Restated Credit Agreement dated
as of March 28, 2022, as amended by that certain Second Amendment to Amended and Restated Credit Agreement, dated as of June 30, 2023,
as amended by that certain Third Amendment to Amended and Restated Credit Agreement dated as of May 24, 2024, as amended by that certain
Fourth Amendment to Amended and Restated Credit Agreement dated as of June 14, 2024, as amended by that certain Fifth Amendment to Amended
and Restated Credit Agreement dated as of December 16, 2024, as amended by that certain Sixth Amendment to Amended and Restated Credit
Agreement, dated as of August 13, 2025, and as further amended, restated, supplemented or otherwise modified from time to time prior to
the date hereof, the “ Existing Credit Agreement ”) among RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“ Holdings ”),
RESIDEO HOLDING INC., a Delaware corporation (“ U.S. HoldCo 1 ”), RESIDEO INTERMEDIATE HOLDING INC., a Delaware corporation
(“ U.S. HoldCo 2 ”), RESIDEO FUNDING INC., a Delaware corporation (the “ Borrower ”), the financial
institutions party thereto as Lenders and Issuing Banks and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

 WHEREAS ,
the Borrower has requested to amend and restate the Existing Credit Agreement, to be effective on the Second Amendment and Restatement
Effective Date but prior to the effectiveness of the Non-Refinancing Amendments (as defined below), subject to the conditions set forth
herein and in the Amended Credit Agreement (as defined below), and in connection therewith:

 (A) the
Borrower has decided to repay in full any Revolving Loans (as defined in the Existing Credit Agreement) and to terminate any outstanding
Revolving Commitments (as defined in the Existing Credit Agreement) (the “ Refinancing ”);

 (B) each
of the financial institutions executing this Second Amendment and Restatement Agreement as Revolving Lenders have (i) agreed to the terms
of this Second Amendment and Restatement Agreement, (ii) agreed to become Lenders under the Amended Credit Agreement and to provide Revolving
Commitments (as defined in the Amended Credit Agreement) in the amounts set forth on Schedule 2.01 hereto opposite such Lender’s
name and (iii) consented to the Refinancing Amendments (as defined below); and

 (C) each
of the financial institutions executing this Amendment and Restatement Agreement as Issuing Banks have (i) agreed to the terms of this
Second Amendment and Restatement Agreement, (ii) agreed to become Issuing Banks and to issue Letters of Credit in the amounts set forth
in the Amended Credit Agreement with respect to such Issuing Bank and (iii) consented to the Refinancing Amendments;

 WHEREAS ,
Holdings intends to separate its ADI global distribution business from its products and solutions business on or around August 3, 2026,
which separation is intended to be completed through a pro rata distribution of all of the outstanding shares of common stock of ADI Global
Distribution Inc., a wholly-owned subsidiary of the Holdings, to Holdings’ common stockholders (the “ ADI Spin-Off Transaction ”);

 WHEREAS ,
in order to, among other things, permit and facilitate the ADI Spin-Off Transaction and transactions relating thereto, the Borrower has
requested to further amend and restate the Existing Credit Agreement, to be effective on the Second Amendment and Restatement Effective
Date but after the effectiveness of the Refinancing Amendments, subject to the conditions set forth herein and in the Amended Credit Agreement,
and in connection therewith, each Lender (as defined in the Amended Credit Agreement) existing immediately after giving effect to the
Refinancing Amendments but prior to the Non-Refinancing Amendments that executes and delivers a signature page to this Second Amendment
and Restatement Agreement as Revolving Lenders, as Issuing Banks or in the form of Annex A hereto (a “ Lender Addendum ”
and, such Lenders, the “ Consenting Lenders ”), which Consenting Lenders, for the avoidance of doubt, constitute Required
Lenders, in each case, on the Second Amendment and Restatement Effective Date but immediately after the effectiveness of the Refinancing
Amendments, will hereby (i) agree to the terms of this Second Amendment and Restatement Agreement and (ii) consent to the Non-Refinancing
Amendments;

 WHEREAS ,
attached as Annex B hereto is the Existing Credit Agreement as proposed to be amended and restated in its entirety pursuant to
this Second Amendment and Restatement Agreement by deleting the stricken text (indicated textually in the same manner as the following
example: stricken text ) and adding the double-underlined text (indicated textually in
the same manner as the following example: double-underlined text )
as set forth therein (such modifications, collectively, the “ Second A&R Amendments ”, and such conformed copy of
the Credit Agreement, upon effectiveness of the Refinancing Amendments, the Non-Refinancing Amendments or the Second Amendment and Restatement
Effective Date, as applicable, the “ Amended Credit Agreement ”);

 WHEREAS ,
in order to facilitate the Non-Refinancing Amendments, the Borrower has also requested to make amendments to certain other Loan Documents,
to be effective on the Second Amendment and Restatement Effective Date concurrently with the effectiveness of the Non-Refinancing Amendments,
on and subject to the terms and conditions set forth herein, and in connection therewith, each Consenting Lender will hereby (i) agree
to the terms of this Second Amendment and Restatement Agreement and (ii) consent to the Loan Document amendments set forth in Section
3 below;

 WHEREAS ,
in order to facilitate the ADI Spin-Off Transaction and transactions relating thereto, the Borrower has also requested to release the
Guarantees provided by the ADI Spin-Off Entities under the Security Documents and release the Collateral owned by such ADI Spin-Off Entities
from the Liens of the Security Documents, to be effective on the Second Amendment and Restatement Effective Date concurrently with the
effectiveness of the Non-Refinancing Amendments, on and subject to the terms and conditions set forth herein, and in connection therewith,
each Consenting Lender will hereby (i) agree to the terms of this Second Amendment and Restatement Agreement and (ii) consent to the ADI
Spin-Off Entities Release (as defined below);

 WHEREAS ,
certain of the ADI Spin-Off Entities will enter into a credit facility in connection with the ADI Spin-Off Transaction, the proceeds of
which will be used, together with cash on hand of Holdings and its Subsidiaries and the proceeds from notes to be issued to effect the
ADI Spin-Off Prepayment in an amount expected to be not less than $900,000,000 (the “ ADI Spin-Off Distribution ”), with
any remaining proceeds to be retained by the ADI Spin-Off Entities; and

 WHEREAS ,
it is contemplated that the Borrower will merge with and into Resideo Funding II, LLC, a Delaware limited liability company (the “ New
Borrower ”), with the New Borrower as surviving entity (the “ Co-Borrower Merger ”) and carrying on as the sole
“Borrower” under the Amended Credit Agreement following such Co-Borrower Merger.

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 NOW , THEREFORE ,
in order to effect the foregoing, the Borrower and the other parties hereto desire to, as of the Second Amendment and Restatement Effective
Date, amend and restate the Existing Credit Agreement and to enter into certain other agreements herein, in each case subject to the terms
and conditions set forth herein. In consideration of the premises and agreements, provisions and covenants herein contained and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 SECTION
1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the
Amended Credit Agreement.

 SECTION
2. Credit Agreement Amendments.

 (a)
 Effective as of the Second Amendment and Restatement Effective
Date but prior to the effectiveness of the Non-Refinancing Amendments, the Existing Credit Agreement is hereby amended to give effect
to the Second A&R Amendments set forth in (i) the definitions of “Applicable Rate”, “Revolving Commitment”
and “Revolving Maturity Date” in Section 1.01 of the Amended Credit Agreement, (ii) Section 6.12 of the Amended Credit Agreement
and (iii) Section 6.13 of the Amended Credit Agreement (collectively, the “ Refinancing Amendments ”, and the Second
A&R Amendments, other than the Refinancing Amendments, the “ Non-Refinancing Amendments ”) (it being agreed by the
Revolving Lenders and Issuing Banks party hereto that any defined terms used in connection with the Refinancing Amendments shall have
the meanings assigned to them in the Amended Credit Agreement).

 (b) Effective
as of the Second Amendment and Restatement Effective Date but after the effectiveness of the Refinancing Amendments, the Existing Credit
Agreement is hereby amended to give effect to the Non-Refinancing Amendments and, consequently, the Amended Credit Agreement amends and
restates the Existing Credit Agreement in its entirety.

 (c) Effective
as of the Second Amendment and Restatement Effective Date and concurrently with the effectiveness of the Non-Refinancing Amendments, each
Schedule to the Existing Credit Agreement is hereby deleted and replaced with those Schedules to the Amended Credit Agreement attached
as Annex C hereto.

 SECTION
3. Amendments to Other Loan Documents. Effective as of the Second Amendment and Restatement Effective Date and concurrently
with the effectiveness of the Non-Refinancing Amendments:

 a) Section
3.02(a) of the Amended and Restated Collateral Agreement (as defined in the Existing Credit Agreement) is hereby amended by adding “representing
Pledged Equity Interests” after each instance of “Pledged Securities” contained therein.

 b) The
definition of “Paid in Full” in the Amended and Restated Collateral Agreement is hereby amended and restated in its entirety
as follows:

 “ Paid in
Full ” and “ Payment in Full ” shall mean (a) payment in full in cash of all of the Secured Obligations (other
than (i) Secured Hedging Obligations not yet due and payable, (ii) Secured Cash Management Obligations not yet due and payable, (iii)
Secured Supply Chain Financing Obligations not yet due and payable, (iv) Secured Additional Letter of Credit Facility Obligations not
yet due and payable and (v) contingent indemnification obligations not yet accrued and payable) and (b) with respect to Letters of Credit,
when all Letters of Credit have expired or been terminated (other than Letters of Credit that have been cash collateralized or backstopped
in an amount, by an institution and otherwise pursuant to arrangements reasonably satisfactory to the applicable Issuing Bank).

 3

 c) Each
Schedule to the Amended and Restated Collateral Agreement is hereby deleted and replaced with those Schedules to the Amended and Restated
Collateral Agreement attached as Annex D hereto.

 SECTION
4. ADI Spin-Off Entities Release. Effective as of the Second Amendment and Restatement Effective Date and concurrently
with the effectiveness of the Non-Refinancing Amendments, notwithstanding anything set forth in the Loan Documents:

 (a) subject
to clause (c) below, each ADI Spin-Off Entity shall automatically be released from its obligations under the Loan Documents, and
all security interests created by the Security Documents in Collateral owned by such ADI Spin-Off Entity shall be automatically released,
in each case, on the effective date of the ADI Spin-Off Transaction (which releases may, for the avoidance of doubt, occur prior to (but
on the same date as) the effectiveness of the ADI Spin-Off Transaction) (the “ ADI Spin-Off Entities Release ”);

 (b) in
connection with the ADI Spin-Off Entities Release, the Administrative Agent shall, at the sole expense of the Borrower, execute and deliver
to any ADI Spin-Off Entity, at such ADI Spin-Off Entity’s expense, all documents that such ADI Spin-Off Entity shall reasonably
request to file or register in any office, or to evidence, such ADI Spin-Off Entities Release. Each of the Consenting Lenders irrevocably
authorizes the Administrative Agent, at its option and in its discretion, to effect the ADI Spin-Off Entities Release; and

 (c) the
obligations of the ADI Spin-Off Entities under the Loan Documents shall continue to be effective or be reinstated, as the case may be,
if the ADI Spin-Off Transaction does not occur or is otherwise determined to be invalid, illegal or unenforceable and the Administrative
Agent is authorized to, at the sole expense of the Borrower, enter into such supplements to the Security Documents and make such filings
and recordations, including Uniform Commercial Code financing statements required by law or specified in the Security Documents, to ensure
the Collateral and Guarantee Requirement has been, or continues to be, satisfied with respect to the ADI Spin-Off Entities.

 SECTION
5. Representations and Warranties. To induce the other parties hereto to enter into this Second Amendment and Restatement
Agreement, Holdings, U.S. HoldCo 1, U.S. HoldCo 2 and the Borrower each represents and warrants to the other parties hereto on the Second
Amendment and Restatement Effective Date that:

 (a) (i) the
execution, delivery and performance by such Loan Party of this Second Amendment and Restatement Agreement is within such Loan
Party’s corporate or other organizational power and has been duly authorized by all necessary corporate or other
organizational action of each such Loan Party; and (ii) this Second Amendment and Restatement Agreement has been duly executed and
delivered by such Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in
equity or at law; and

 (b) the
execution, delivery and performance of this Second Amendment and Restatement Agreement by each applicable Loan Party, the issuance of
Letters of Credit, the borrowings under the Amended Credit Agreement and the use of the proceeds thereof (i) do not require any consent
or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or
made and are in full force and effect and except where failure to obtain such consent or approval, or make such registration or filing,
in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (ii) will not violate any Requirement of Law
applicable to Holdings, the Borrower or any Restricted Subsidiary, (iii) will not violate or result in a default under any indenture,
agreement or other instrument binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or give rise
to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrower or any Restricted Subsidiary
or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, except with respect
to any violation, default, payment, repurchase, redemption, termination, cancellation or acceleration under this clause (iii) or clause
(ii) above that would not reasonably be expected to have a Material Adverse Effect and (iv) will not result in the creation or imposition
of any Lien on any asset of Holdings, the Borrower or any Restricted Subsidiary, except Liens permitted by Section 6.02 of the Amended
Credit Agreement.

 4

 SECTION
6. Second Amendment and Restatement Effective Date. This Second Amendment
and Restatement Agreement shall become effective as of the first date (the “ Second Amendment and Restatement Effective Date ”)
on which each of the following conditions shall have been satisfied (or waived in accordance with Section 9.02 of the Existing Credit
Agreement) :

 (a) the
Administrative Agent shall have received this Second Amendment and Restatement Agreement, executed and delivered by the Administrative
Agent, each Loan Party, each Revolving Lender and each Issuing Bank listed on Schedule 2.01 hereto and, other than with respect to effectiveness
of the Refinancing Amendments, the Required Lenders (after giving effect to the Refinancing Amendments);

 (b) all
fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent or any arranger pursuant to any fee
letter with the Borrower on or before the Second Amendment and Restatement Effective Date shall have been (or shall substantially contemporaneously
be) paid in full in cash (and in the case of expenses, to the extent invoiced at least three Business Days prior to the Second Amendment
and Restatement Effective Date or such shorter period agreed by the Borrower in its sole discretion);

 (c) the
representations and warranties of each Loan Party set forth herein and in the Loan Documents shall be true and correct in all material
respects on and as of the Second Amendment and Restatement Effective Date; provided that, to the extent that such representations
and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date;
 provided , further , that any representation and warranty that is qualified by materiality or reference to Material Adverse
Effect shall be true and correct in all respects, taking into account such materiality or reference to Material Adverse Effect, on the
Second Amendment and Restatement Effective Date or on such earlier date, as the case may be;

 (d) at
the time of and immediately after giving effect to this Second Amendment and Restatement Agreement, no Default or Event of Default shall
have occurred and be continuing;

 (e) the
Administrative Agent shall have received a certificate, dated the Second Amendment and Restatement Effective Date and signed by a Financial
Officer or the President or a Vice President of the Borrower, confirming compliance with the conditions set forth in paragraphs (c)
and (d) of this Section 6 ;

 (f) the
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders) of Willkie
Farr & Gallagher LLP, special New York counsel for the Loan Parties (i) dated as of the Second Amendment and Restatement Effective
Date and (ii) in form and substance reasonably satisfactory to the Administrative Agent;

 (g) the
Administrative Agent shall have received a copy of (i) organizational document of each Loan Party certified, to the extent applicable,
as of a recent date by the applicable Governmental Authority, (ii) signature and incumbency certificates of the responsible officers of
each Loan Party executing the Loan Documents to which it is a party, (iii) copies of resolutions of the board of directors or managers,
shareholders, partners, and/or similar governing bodies of each Loan Party approving and authorizing the execution, delivery and performance
of Loan Documents to which it is a party, certified as of the Second Amendment and Restatement Effective Date by a secretary, an assistant
secretary or a responsible officer of such Loan Party as being in full force and effect without modification or amendment and (iv) a good
standing certificate (to the extent such concept, or an analogous concept, exists) from the applicable Governmental Authority of each
Loan Party’s jurisdiction of incorporation, organization or formation;

 5

 (h) The
Borrower shall have paid to the Administrative Agent, for the ratable distribution to each Consenting Lender with an outstanding Term
Loan or Term Commitment immediately prior to the Second Amendment and Restatement Effective Date but after the effectiveness of the Refinancing
Amendments who has executed and delivered to the Administrative Agent a Lender Addendum on or prior to 5:00 p.m. New York City time on
May 29, 2026, a consent fee (the “ Consent Fee ”) equal to 0.10% of the aggregate principal amount of such Term Loans
or Term Commitments held by such Consenting Lender immediately prior to the Second Amendment and Restatement Effective Date but after
the effectiveness of the Refinancing Amendments, which Consent Fee will be in all respects fully earned, due and payable on, and subject
to the occurrence of, the Second Amendment and Restatement Effective Date.

 (i) the
Administrative Agent shall have received at least three Business Days prior to the Second Amendment and Restatement Effective Date, all
documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations, including, without limitation, the USA PATRIOT Act, that has been requested at least ten days prior
to the Second Amendment and Restatement Amendment Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity
customer” under the Beneficial Ownership Regulation and a Lender has requested in a written notice to the Borrower at least 10 days
prior to the Second Amendment and Restatement Effective Date a Beneficial Ownership Certification in relation to the Borrower, such Lender
shall have received such Beneficial Ownership Certification with respect to the Borrower at least three Business Days prior to the Second
Amendment and Restatement Effective Date (provided that, upon the execution and delivery by such Lender of its signature page to this
Second Amendment and Restatement Agreement, the conditions set forth in this clause (i) shall be deemed to be satisfied); and

 (j) the
Lenders shall have received a certificate from a Financial Officer of Holdings, substantially in the form of Exhibit L to the Existing
Credit Agreement, certifying as to the solvency of Holdings and its Restricted Subsidiaries on a consolidated basis as of the Second Amendment
and Restatement Effective Date.

 SECTION
7. Effect of Amendment.

 (a) Except
as expressly set forth herein, this Second Amendment and Restatement Agreement shall not by implication or otherwise limit, impair, constitute
a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Amended Credit Agreement
or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Amended Credit Agreement or any other provision of the Amended Credit Agreement or of any other Loan Document,
all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to
entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances, except
as expressly set forth herein.

 (b) From
and after the Second Amendment and Restatement Effective Date, (i) each reference in the Amended Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit
Agreement” in any other Loan Document shall be deemed a reference to the Amended Credit Agreement and (ii) each reference in the
Amended and Restated Collateral Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”,
or words of like import, and each reference to the “Amended and Restated Collateral Agreement” or the “Collateral Agreement”
in any other Loan Document shall be deemed a reference to the Amended and Restated Collateral Agreement as amended by this Second Amendment
and Restatement Agreement.

 (c) This Second Amendment
and Restatement Agreement shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other
Loan Documents.

 6

 SECTION
8. Expenses; Covenants. (a) The Borrower agrees to reimburse the Administrative Agent for its reasonable and documented
out-of-pocket expenses incurred by it in connection with this Second Amendment and Restatement Agreement, including the reasonable and
documented fees, charges and disbursements of Davis Polk & Wardwell LLP, counsel for the Administrative Agent.

 (b) The
provisions of Section 9.03 (Expenses; Indemnity; Damage Waiver) of the Amended Credit Agreement are otherwise incorporated herein by reference,
 mutatis mutandis .

 (c) The
Borrower agrees to use commercially reasonable efforts to deliver, (i) within ten (10) Business Days following the Second Amendment Effective
Date (or such longer period as the Administrative Agent may reasonably agree to in writing), an updated Schedule III to the Collateral
Agreement reflecting information regarding the applicable grantors as of the date of delivery of such Schedule; and (ii) within forty
five (45) days following the effective date of the ADI Spin-Off Transaction, updated Schedules to the Amended Credit Agreement reflecting
information regarding the Borrower and its Subsidiaries as of, at the option of the Borrower, the effective date of the ADI Spin-Off Transaction
or the date of delivery of such Schedules.

 (d) The
New Borrower (as “Borrower” under the Amended Credit Agreement) shall deliver, within forty five (45) days following the effective
date of the Co-Borrower Merger (or such longer period as the Administrative Agent may agree to in writing (including electronic mail)
(such approval or consent not to be unreasonably withheld, conditioned or delayed)), amended and restated Exhibits to the Amended Credit
Agreement reflecting that the New Borrower is the sole “Borrower” under the Amended Credit Agreement.

 SECTION
9. Amendments; Severability. (a) Once effective, this Second Amendment and Restatement Agreement may not be amended
nor may any provision hereof be waived except pursuant to Section 9.02 of the Credit Agreement.

 (b) If
any provision of this Second Amendment and Restatement Agreement is held to be illegal, invalid or unenforceable, the legality, validity
and enforceability of the remaining provisions of this Second Amendment and Restatement Agreement shall not be affected or impaired thereby.
The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 SECTION
10. Ratification and Reaffirmation. Each Loan Party party hereto hereby ratifies and reaffirms: (a) its Loan Document
Obligations in respect of the Amended Credit Agreement and each of the other Loan Documents to which it is a party and all of the covenants,
duties, indebtedness and liabilities under the Amended Credit Agreement and the other Loan Documents to which it is a party, (b) its prior
grant and the validity of the Liens granted by it pursuant to the Security Documents, with all such Liens continuing in full force and
effect after giving effect to this Second Amendment and Restatement Agreement and (c) the Liens and security interests created in favor
of the Administrative Agent for the benefit of the Secured Parties pursuant to each Security Document; which Liens shall continue to secure
the Obligations, in each case, on and subject to the terms and conditions set forth in the Amended Credit Agreement and the other Loan
Documents.

 SECTION
11. GOVERNING LAW; Waiver of Jury Trial; Jurisdiction. THIS SECOND AMENDMENT AND RESTATEMENT AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK. The provisions of Sections 9.09 and 9.10 of the Amended Credit Agreement are incorporated herein by reference, mutatis mutandis .

 7

 SECTION
12. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation
of this Second Amendment and Restatement Agreement.

 SECTION
13. Counterparts. This Second Amendment and Restatement Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or
other electronic imaging means of an executed counterpart of a signature page to this Second Amendment and Restatement Agreement shall
be effective as delivery of an original executed counterpart of this Second Amendment and Restatement Agreement. Delivery of an executed
counterpart of a signature page of this Second Amendment and Restatement Agreement that is an electronic signature transmitted by telecopy,
emailed pdf or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery
of a manually executed counterpart of this Second Amendment and Restatement Agreement. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to this Second Amendment and Restatement Agreement
shall be deemed to include electronic signatures, deliveries or the keeping of records in any electronic form (including deliveries by
telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, provided that nothing herein shall require the Administrative Agent to accept electronic signatures
in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting
the foregoing, (i) to the extent the Administrative Agent has agreed to accept any electronic signature, the Administrative Agent and
each of the Lenders shall be entitled to rely on such electronic signature purportedly given by or on behalf of, Holdings, U.S. HoldCo
1, U.S. HoldCo 2, the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance
or form of any such electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any electronic signature
shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, Holdings, U.S. HoldCo
1, U.S. HoldCo 2, the Borrower and each Loan Party party hereto hereby (i) agrees that, for all purposes, including without limitation,
in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative
Agent, the Lenders, Holdings, U.S. HoldCo 1, U.S. HoldCo 2, the Borrower and the Loan Parties, electronic signatures transmitted by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images
of this Second Amendment and Restatement Agreement shall have the same legal effect, validity and enforceability as any paper original,
(ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Second Amendment and Restatement
Agreement in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s
business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and
shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest
the legal effect, validity or enforceability of this Second Amendment and Restatement Agreement based solely on the lack of paper original
copies of this Second Amendment and Restatement Agreement, respectively, including with respect to any signature pages thereto and (iv)
waives any claim against any Lender-Related Person for any losses, claims, damages and liabilities arising solely from the Administrative
Agent’s and/or any Lender’s reliance on or use of electronic signatures and/or transmissions by telecopy, emailed pdf or any
other electronic means that reproduces an image of an actual executed signature page, including any such losses, claims, damages and liabilities
arising as a result of the failure of Holdings, U.S. HoldCo 1, U.S. HoldCo 2, the Borrower and/or any Loan Party to use any available
security measures in connection with the execution, delivery or transmission of any electronic signature.

 SECTION
14. No Novation. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding
under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to any extent
modified hereby or by instruments executed concurrently herewith and except to the extent repaid as provided herein. Nothing implied in
this Second Amendment and Restatement Agreement or in any other document contemplated hereby shall discharge or release the Lien or priority
of any Security Document or any other security therefor or otherwise be construed as a release or other discharge of any of the Loan Parties
under any Loan Document (including, for the avoidance of doubt, all Obligations under the Amended Credit Agreement) from any of its obligations
and liabilities as a borrower, guarantor or pledgor under any of the Loan Documents (including, for the avoidance of doubt, all Obligations
under the Amended Credit Agreement), except, in each case, to any extent modified hereby and except to the extent repaid as provided herein.

 [ Remainder of page intentionally left blank ]

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 IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as
of the date first written above.

 RESIDEO TECHNOLOGIES, INC. , as Holdings

 By:
 /s/ Ian Schlegel

 Name:
 Ian Schlegel

 Title:
 Treasurer

 RESIDEO HOLDING INC. , as U.S. HoldCo 1

 By:
 /s/ Ian Schlegel

 Name:
 Ian Schlegel

 Title:
 Treasurer

 RESIDEO INTERMEDIATE HOLDING INC. , as US HoldCo 2

 By:
 /s/ Ian Schlegel

 Name:
 Ian Schlegel

 Title:
 Treasurer

 ADI GLOBAL DISTRIBUTION LLC

 ALARMNET, INC.

 BRK BRANDS, LLC

 SUNBRITE HOLDING CORPORATION

 SUNBRITETV LLC

 SNAP ONE, LLC

 RESIDEO OVERSEAS, LLC

 RESIDEO USA LLC

 By:
 /s/ Ian Schlegel

 Name:
 Ian Schlegel

 Title:
 Treasurer

 [Signature Page to Second Amendment and Restatement
Agreement]

 RESIDEO FUNDING INC.

 By:
 /s/ Ian Schlegel

 Name:
 Ian Schlegel

 Title:
 Treasurer

 [Signature Page to Second Amendment and Restatement
Agreement]

 SNAP ONE HOLDINGS CORP.

 By:
 /s/ Jeannine Lane

 Name:
 Jeannine Lane

 Title:
 President and Secretary

 By:
 /s/ Ian Schlegel

 Name:
 Ian Schlegel

 Title:
 Treasurer

 [Signature Page to Second Amendment and Restatement
Agreement]

 JPMORGAN CHASE BANK, N.A. ,

 as Administrative Agent and as a Lender

 By:
 /s/ Alain Moran

 Name:
 Alain Moran

 Title:
 Vice President

 [Signature Page to Second Amendment and Restatement
Agreement]

 BANK OF AMERICA, N.A. ,

 as Revolving Lender and Issuing Bank

 By:
 /s/ Kevin O’Sullivan

 Name:
 Kevin O’Sullivan

 Title:
 Vice President

 [Signature Page to Second Amendment and Restatement
Agreement]

 WELLS FARGO BANK, NATIONAL ASSOCIATION,

 as Revolving Lender and Issuing Bank

 By:
 /s/ John Hancey

 Name:
 John Hancey

 Title:
 Managing Director

 [Signature Page to Second Amendment and Restatement
Agreement]

 BNP PARIBAS,

 as Revolving Lender and Issuing Bank

 By:
 /s/ Michael Lefkowitz

 Name:
 Michael Lefkowitz

 Title:
 Director

 By:
 /s/ Matthew Beauvais

 Name:
 Matthew Beauvais

 Title:
 Director

 [Signature Page to Second Amendment and Restatement
Agreement]

 PNC BANK, NATIONAL ASSOCIATION,

 as Revolving Lender and Issuing Bank

 By:
 /s/ Michael Cuccia

 Name:
 Michael Cuccia

 Title:
 Senior Vice President

 [Signature Page to Second Amendment and Restatement
Agreement]

 TRUIST BANK,

 as Revolving Lender and Issuing Bank

 By:
 /s/ David Miller

 Name:
 David Miller

 Title:
 Director

 [Signature Page to Second Amendment and Restatement
Agreement]

 U.S. BANK NATIONAL ASSOCIATION,

 as Revolving Lender and Issuing Bank

 By:
 /s/ James Austin

 Name:
 James Austin

 Title:
 Senior Vice President

 [Signature Page to Second Amendment and Restatement
Agreement]

 ROYAL BANK OF CANADA,

 as Revolving Lender and Issuing Bank

 By:
 /s/ Richard Donnelly

 Name:
 Richard Donnelly

 Title:
 Director, Corporate Client Group – Finance

 [Signature Page to Second Amendment and Restatement
Agreement]

 CITIZENS BANK, N.A.,

 as Revolving Lender and Issuing Bank

 By:
 /s/ William J. O’Meara

 Name:
 William J. O’Meara

 Title:
 Director

 [Signature Page to Second Amendment and Restatement
Agreement]

 CITIBANK, N.A.,

 as a Lender

 By:
 /s/ Hans Lin

 Name:
 Hans Lin

 Title:
 Director

 [Signature Page to Second Amendment and Restatement
Agreement]

 HSBC BANK USA, N.A.,

 as Revolving Lender

 By:
 /s/ Andrew Laughlin

 Name:
 Andrew Laughlin

 Title:
 Director

 [Signature Page to Second Amendment and Restatement
Agreement]

 KEYBANC CAPITAL MARKETS, INC.,

 as Revolving Lender

 By:
 /s/ Sean P. Maclver

 Name:
 Sean P. Maclver

 Title:
 Managing Director

 By:
 /s/ Sean P. Maclver

 Name:
 Sean P. Maclver

 Title:
 Managing Director

 [Signature Page to Second Amendment and Restatement
Agreement]

 THE BANK OF NOVA SCOTIA,

 as Revolving Lender

 By:
 /s/ Adnan Osman

 Name:
 Adnan Osman

 Title:
 Director

 [Signature Page to Second Amendment and Restatement
Agreement]

 BANCO BILBAO VIZCAYA ARGENTINA, S.A. NEW YORK BRANCH,

 as Revolving Lender

 By:
 /s/ Brian Crowley

 Name:
 Brian Crowley

 Title:
 Managing Director

 By:
 /s/ Armen Semizian

 Name:
 Armen Semizian

 Title:
 Managing Director

 [Signature Page to Second Amendment and Restatement
Agreement]

 THE HUNTINGTON NATIONAL BANK,

 as Revolving Lender

 By:
 /s/ Scott Pritchett

 Name:
 Scott Pritchett

 Title:
 Vice President

 [Signature Page to Second Amendment and Restatement
Agreement]

 CIBC BANK USA,

 as Revolving Lender

 By:
 /s/ James Belletire

 Name:
 James Belletire

 Title:
 Managing Director

 [Signature Page to Second Amendment and Restatement
Agreement]

 Schedule 2.01

 ANNEX A

 LENDER ADDENDUM TO SECOND
AMENDMENT AND RESTATEMENT AGREEMENT

 This Lender Addendum (this
“ Lender Addendum ”) is referred to in, and is a signature page to, the Second Amendment and Restatement, dated as of
June 4, 2026 (the “ Second Amendment and Restatement Agreement ”), to the Amended and Restated Credit Agreement dated
as of February 12, 2021 (as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of March 28, 2022,
as amended by that certain Second Amendment to Amended and Restated Credit Agreement, dated as of June 30, 2023, as amended by that certain
Third Amendment to Amended and Restated Credit Agreement dated as of May 24, 2024, as amended by that certain Fourth Amendment to Amended
and Restated Credit Agreement dated as of June 14, 2024, as amended by that certain Fifth Amendment to Amended and Restated Credit Agreement
dated as of December 16, 2024, as amended by that certain Sixth Amendment to Amended and Restated Credit Agreement, dated as of August
13, 2025, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof) among RESIDEO
TECHNOLOGIES, INC., a Delaware corporation, RESIDEO HOLDING INC., a Delaware corporation, RESIDEO INTERMEDIATE HOLDING INC., a Delaware
corporation, RESIDEO FUNDING INC., a Delaware corporation, the financial institutions party thereto as Lenders and Issuing Banks and JPMORGAN
CHASE BANK, N.A., as Administrative Agent. Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to
such terms in the Second Amendment and Restatement Agreement.

 By executing this Lender Addendum
as a Lender, the undersigned institution agrees to the terms of the Second Amendment and Restatement Agreement, the Amended Credit Agreement
and the other Loan Documents as amended by the Second Amendment and Restatement Agreement.

 [NAME OF INSTITUTION]

 By:

 Name:

 Title:

 If a second signature is necessary:

 By:

 Name:

 Title:

 A- 1

 ANNEX B

 AMENDED CREDIT AGREEMENT

 [Attached]

 CUSIP
(Initial Term Loans): 76090LAG9

 CUSIP (Fourth Amendment Term Loans): 76090LAH7

 CUSIP (Revolving Commitments): 76090LAJ3

 CUSIP (Sixth
Amendment Term Loans): 76090LAM6

 CONFORMED
COPY REFLECTING SECOND AMENDMENT

 AMENDMENT
AND RESTATEMENT AGREEMENT

 DATED DATED
AS OF FEBRUARY 12 JUNE
4 , 2021 2026

 FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH

 28, 2022

 SECOND AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE

 30, 2023

 THIRD AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 24,

 2024

 FOURTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE

 14, 2024

 FIFTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 16, 2024 SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED
AS OF AUGUST 13, 2025

 ADDED TEXT
SHOWN UNDERSCORED

 DELETED
TEXT SHOWN STRIKETHROUGH

 SECOND
 AMENDED AND RESTATED CREDIT AGREEMENT

 dated as of

 February
12 June 4 , 2021 2026 ,

 among

 RESIDEO TECHNOLOGIES, INC.,

 as Holdings,

 RESIDEO HOLDING INC.,

 as U.S. HoldCo 1,

 RESIDEO INTERMEDIATE HOLDING
INC.,

 as U.S. HoldCo 2,

 RESIDEO FUNDING INC.,

 as Borrower,

 the
Borrower prior to the Co-Borrower Merger,

 RESIDEO
FUNDING II, LLC,

 as
the Borrower from and after the Co-Borrower Merger,

 The Lenders and Issuing Banks Party Hereto,

 and

 JPMORGAN CHASE BANK, N.A.,

 as
Administrative Agent

 JPMORGAN
CHASE BANK N.A., BANK OF AMERICA , N.A.,

 BOFA WELLS
FARGO BANK, NATIONAL ASSOCIATION,

 BNP PARIBAS, PNC CAPITAL MARKETS LLC, TRUIST

 SECURITIES, INC.,

 MORGAN STANLEY SENIOR
FUNDING, INC.,

 U.S.
BANK NATIONAL ASSOCIATION, ROYAL BANK OF

 CANADA, CITIZENS
BANK, N.A., CITIBANK N.A., HSBC

 BANK
USA, NATIONAL ASSOCIATION, KEYBANC BNP

 PARIBAS
SECURITIES CORP., ROYAL BANK OF CANADA,

 U.S. BANK NATIONAL
ASSOCIATION,

 PNC CAPITAL MARKETS LLC
and

 TRUIST
SECURITIES, INC. INC, THE BANK OF NOVA SCOTIA,

 BANCO
BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK

 BRANCH,
THE HUNTINGTON NATIONAL BANK and CIBC

 BANK
USA ,

 as Joint Lead Arrangers and Joint
Bookrunners

 JPMORGAN
CHASE BANK, N.A. , and
 BOFA SECURITIES,

 INC. ,

 as
Syndication Agents

 JPMORGAN
CHASE BANK, N.A.,

 as
Documentation Agent and

 MORGAN STANLEY SENIOR FUNDING, INC.,

 as Syndication
Agents

 BNP PARIBAS SECURITIES
CORP.,

 ROYAL BANK OF CANADA,

 U.S. BANK
NATIONAL ASSOCIATION,

 PNC
BANK, NATIONAL ASSOCIATION and

 TRUIST BANK

 as
Documentation Agents

 TABLE OF CONTENTS

 Page

 ARTICLE I Definitions
 1

 SECTION 1.01.
 Defined Terms
 1

 SECTION 1.02.
 Classification of Loans and Borrowings
 67 70

 SECTION 1.03.
 Terms Generally
 67 70

 SECTION 1.04.
 Accounting Terms; GAAP; Borrower Representative
 68 70

 SECTION 1.05.
 Pro Forma Calculations
 68 70

 SECTION 1.06.
 Limited Condition Transaction
 68 71

 SECTION 1.07.
 Change in GAAP
 70 72

 SECTION 1.08.
 Delaware Divisions
 70 72

 SECTION 1.09.
 Interest Rates; Benchmark Notification.
 70 72

 ARTICLE II The credits
 71 73

 SECTION 2.01.
 Commitments
 71 73

 SECTION 2.02.
 Loans and Borrowings
 71 73

 SECTION 2.03.
 Requests for Borrowings
 72 74

 SECTION 2.04.
 [Reserved]
 73 75

 SECTION 2.05.
 Letters of Credit
 73 75

 SECTION 2.06.
 Funding of Borrowings
 79 81

 SECTION 2.07.
 Interest Elections
 79 82

 SECTION 2.08.
 Termination and Reduction of Commitments
 81 83

 SECTION 2.09.
 Repayment of Loans; Evidence of Debt
 81 84

 SECTION 2.10.
 Amortization of Term Loans
 82 85

 SECTION 2.11.
 Prepayment of Loans
 86 87

 SECTION 2.12.
 Fees
 89 91

 SECTION 2.13.
 Interest
 90 92

 SECTION 2.14.
 Alternate Rate of Interest
 91 93

 SECTION 2.15.
 Increased Costs .
 94 95

 SECTION 2.16.
 Break Funding Payments
 95 97

 SECTION 2.17.
 Taxes
 96 97

 SECTION 2.18.
 Payments Generally; Pro Rata Treatment; Sharing of Setoffs
 99 101

 SECTION 2.19.
 Mitigation Obligations; Replacement of Lenders
 100 102

 SECTION 2.20.
 Defaulting Lenders
 102 103

 SECTION 2.21.
 Incremental Extensions of Credit
 103 106

 SECTION 2.22.
 Extension of Maturity Date
 108 110

 SECTION 2.23.
 Refinancing Facilities
 110 112

 ARTICLE III Representations and
 warranties
 112 114

 SECTION 3.01.
 Organization; Powers
 112 114

 SECTION 3.02.
 Authorization; Due Execution and Delivery; Enforceability
 114

 SECTION 3.03.
 Governmental Approvals; No Conflicts
 113 114

 i

 SECTION 3.04.
 Financial Condition; No Material Adverse Change
 113 114

 SECTION 3.05.
 Properties
 113 114

 SECTION 3.06.
 Litigation and Environmental Matters
 114 115

 SECTION 3.07.
 Compliance with Laws
 114 115

 SECTION 3.08.
 Sanctions; Anti-Corruption Laws
 114 115

 SECTION 3.09.
 Investment Company Status
 115

 SECTION 3.10.
 Federal Reserve Regulations
 115

 SECTION 3.11.
 Taxes
 115 115

 SECTION 3.12.
 ERISA
 115 116

 SECTION 3.13.
 Disclosure
 115 116

 SECTION 3.14.
 Subsidiaries
 116

 SECTION 3.15.
 Solvency
 116

 SECTION 3.16.
 Collateral Matters
 116 117

 ARTICLE IV Conditions
 117 118

 SECTION 4.01.
 Conditions to Second Amendment and
Restatement Effective Date
 117 118

 SECTION 4.02.
 Each Credit Event
 117 118

 ARTICLE V Affirmative covenants
 119

 SECTION 5.01.
 Financial Statements and Other Information
 118 119

 SECTION 5.02.
 Notices of Material Events
 120

 SECTION 5.03.
 Information Regarding Collateral
 120 121

 SECTION 5.04.
 Existence; Conduct of Business
 120 121

 SECTION 5.05.
 Payment of Taxes
 120 121

 SECTION 5.06.
 Maintenance of Properties
 122

 SECTION 5.07.
 Insurance
 121 122

 SECTION 5.08.
 [Reserved]
 121 122

 SECTION 5.09.
 Books and Records; Inspection and Audit Rights
 121 122

 SECTION 5.10.
 Compliance with Laws
 121 122

 SECTION 5.11.
 Use of Proceeds; Letters of Credit
 122

 SECTION 5.12.
 Additional Subsidiaries
 122 123

 SECTION 5.13.
 Further Assurances
 124

 SECTION 5.14.
 Credit Ratings
 123 124

 SECTION 5.15.
 Post-Effective Date Matters
 123 124

 SECTION 5.16.
 [Reserved]
 124 125

 SECTION 5.17.
 Designation of Subsidiaries
 124 125

 SECTION 5.18.
 ADI Spin-Off Prepayment
 125

 ARTICLE VI Negative covenants
 124 126

 SECTION 6.01.
 Indebtedness; Certain Equity Securities
 124 126

 SECTION 6.02.
 Liens
 130 133

 SECTION 6.03.
 Fundamental Changes
 133 137

 SECTION 6.04.
 Investments, Loans, Advances, Guarantees and Acquisitions
 134 139

 SECTION 6.05.
 Asset Sales
 138 143

 ii

 SECTION 6.06.
 Sale and Leaseback Transactions
 140 145

 SECTION 6.07.
 Hedging Agreements
 140 145

 SECTION 6.08.
 Restricted Payments; Certain Payments of Junior Indebtedness
 140 145

 SECTION 6.09.
 Transactions with Affiliates
 143 148

 SECTION 6.10.
 Restrictive Agreements
 143 149

 SECTION 6.11.
 Amendment of Material Documents, Etc
 144 150

 SECTION 6.12.
 Consolidated Interest Coverage Ratio
 145 150

 SECTION 6.13.
 Consolidated Total Leverage Ratio
 145 150

 SECTION 6.14.
 Changes in Fiscal Periods
 145 150

 ARTICLE VII Events of default
 145 151

 SECTION 7.01. Events of Default
 145 151

 SECTION 7.02. Exclusion of Certain Subsidiaries
 148 154

 ARTICLE VIII The administrative agent
 148 154

 SECTION 8.01.
 Appointment and Other Matters
 148 154

 SECTION 8.02.
 Administrative Agent’s Reliance, Indemnification, Etc .
 151 157

 SECTION 8.03.
 Successor Administrative Agent
 153 158

 SECTION 8.04.
 Acknowledgements of Lenders and Issuing Banks
 153 159

 SECTION 8.05.
 Collateral Matters
 154 160

 SECTION 8.06.
 Certain ERISA Matters
 156 162

 ARTICLE IX Miscellaneous
 157 164

 SECTION 9.01.
 Notices
 157 164

 SECTION 9.02.
 Waivers; Amendments
 160 167

 SECTION 9.03.
 Expenses; Indemnity; Damage Waiver.
 163 169

 SECTION 9.04.
 Successors and Assigns
 165 171

 SECTION 9.05.
 Survival
 171 176

 SECTION 9.06.
 Counterparts; Integration; Effectiveness
 171 177

 SECTION 9.07.
 Severability
 173 177

 SECTION 9.08.
 Right of Setoff
 173 177

 SECTION 9.09.
 Governing Law; Jurisdiction; Consent to Service of Process
 173 178

 SECTION 9.10.
 WAIVER OF JURY TRIAL
 174 178

 SECTION 9.11.
 Headings
 174 179

 SECTION 9.12.
 Confidentiality
 174 179

 SECTION 9.13.
 Interest Rate Limitation
 175 180

 SECTION 9.14.
 Release of Liens and Guarantees
 175 180

 SECTION 9.15.
 USA PATRIOT Act Notice
 176 181

 SECTION 9.16.
 No Fiduciary Relationship
 176 181

 SECTION 9.17.
 Non-Public Information
 177 181

 SECTION 9.18.
 Acknowledgement and Consent to Bail-In of Affected Financial Institutions
 177 182

 SECTION 9.19.
 Judgment Currency
 178 183

 SECTION 9.20.
 Cashless Settlement.
 178 183

 SECTION 9.21.
 Acknowledgement Regarding Any Supported QFCs
 178 183

 iii

 SCHEDULES :

 Schedule 1.02 — Mortgaged Property

 Schedule 1.04 — Existing Letters of Credit

 Schedule 2.01 — Commitments

 Schedule 3.14 — Subsidiaries

 Schedule 5.15 — Post-Closing Undertakings

 Schedule 6.01 — Existing Indebtedness

 Schedule 6.02 — Existing Liens

 Schedule 6.04 — Existing Investments

 Schedule 6.05 — Proposed Asset Sales

 Schedule 6.10 — Existing Restrictions

 EXHIBITS :

 Exhibit A
 — Form of Assignment and Assumption

 Exhibit B
 — [Reserved]

 Exhibit C
 — Form of Amended
 and Restated Collateral Agreement [Reserved]

 Exhibit D
 — Form of Perfection Certificate [Reserved]

 Exhibit E
 — Form of Amended
 and Restated Guarantee Agreement [Reserved]

 Exhibit F
 — Form of Global Intercompany Note [Reserved]

 Exhibit G
 — Auction Procedures

 Exhibit H
 — Form of Affiliated Lender Assignment and Assumption

 Exhibit I
 — Form of Maturity Date Extension Request

 Exhibit J-1
 — Form of U.S. Tax Compliance Certificate for Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes

 Exhibit J-2
 — Form of U.S. Tax Compliance Certificate for Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes

 Exhibit J-3
 — Form of U.S. Tax Compliance Certificate for Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes

 Exhibit J-4
 — Form of U.S. Tax Compliance Certificate for Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes

 Exhibit K
 — Form of Secured Supply Chain Financing Designation

 Exhibit L
 — Form of Solvency Certificate

 Exhibit M
 — Form of Borrowing Request

 iv

 SECOND
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 12 June
4 , 2021 2026
(this “ Agreement ”), among RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“ Holdings ”), RESIDEO
HOLDING INC., a Delaware corporation (“ U.S. HoldCo 1 ”), RESIDEO INTERMEDIATE HOLDING INC., a Delaware corporation
(“ U.S. HoldCo 2 ”), RESIDEO FUNDING INC., a Delaware corporation (“ Borrower RFI”),
RESIDEO FUNDING II, LLC, a Delaware limited liability company (“RF II ”), the LENDERS and ISSUING BANKS party hereto
and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

 Pursuant
to the Second Amendment and Restatement Agreement and upon the terms
and subject to the satisfaction of the conditions set forth therein, the Existing Credit Agreement is being amended and restated in the
form of this Agreement (such terms and other capitalized terms used in these preliminary statements defined in Section 1.01 hereof).

 The Lenders
are willing to continue to extend such
credit to the Borrower, and the Issuing Banks are willing to continue to
 issue Letters of Credit for the account of the Borrower, on the terms and subject to the conditions set forth herein. Accordingly,
the parties hereto agree as follows:

 ARTICLE I

 Definitions

 SECTION 1.01. Defined
Terms . As used in this Agreement, the following terms have the meanings specified below:

 “ ABR ”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

 “ Acceptable
Intercreditor Agreement ” means a customary intercreditor agreement in form and substance reasonably satisfactory to the Administrative
Agent and the Borrower.

 “Additional
Lender ” has the meaning assigned to such term in
 Section 2.21(c).

 “ Additional
Letter of Credit Facility ” means any facility established by Holdings, the Borrower and/or any Restricted Subsidiary to obtain
letters of credit, bank guarantees, bankers’ acceptances or other instruments required by customers, suppliers or landlords or
otherwise required in the ordinary course of business Ordinary
Course of Business .

 “ADI
Spin-Off Credit Agreement” means that certain credit
agreement, expected to be dated on or around July 1, 2026, between (among others), ADI Global Distribution Funding LLC, as the borrower,
and JPMorgan Chase Bank, N.A., as the administrative agent.

 “ADI
Spin-Off Date Actions” means, collectively, any actions necessary to effectuate the ADI Spin-Off Transaction occurring substantially
concurrently with the consummation of the ADI Spin-Off Transaction (and without regard to the actual consummation thereof).

 1

 “ Additional
Lender ADI Spin-Off Debt Basket ” has the
meaning assigned to such term in Section 2.21 6.01 ( c xviii ).

 “ Adjusted
CTLR Period ADI Spin-Off Dispositions Basket ”
has the meaning assigned to such term in Section 6.13 6.05(p) .

 “ Adjusted
Daily Simple SOFR ” means, an interest rate per annum equal to (a) Daily Simple SOFR, plus (b) the Term SOFR
Adjustment ; provided that if the Adjusted
 Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to
the Floor for the purposes of this Agreement .

 “ Adjusted
Term SOFR Rate ” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR Rate for
such Interest Period plus (b) the Term SOFR Adjustment ; provided that if the
 Adjusted Term SOFR Rate as so determined shall ever be less than the Floor,
then the Adjusted Term SOFR Rate shall be deemed to be the Floor .

 “ADI
Spin-Off Distribution” means the distribution paid to Holdings and/or its Subsidiaries with the proceeds of (i) a credit facility
to be entered into by certain of the ADI Spin-Off Entities in connection with the ADI Spin-Off Transaction and (ii) notes to be issued
by one or more of the ADI Spin-Off Entities in connection with the ADI Spin-Off Transaction.

 “ADI
Spin-Off Entities” means ADI Global Distribution Inc., a
Delaware corporation , and its Subsidiaries, in each case, after giving
pro forma effect to the consummation of the ADI Spin-Off Transaction.

 “ADI
Spin-Off Investment Basket” has the meaning assigned to such term in Section 6.04(w).

 “ADI
Spin-Off Lien Basket” has the meaning assigned to such term
in Section 6.02(xiii).

 “ADI
Spin-Off Negative Covenant Baskets” means, collectively, the ADI Spin-Off Debt Basket, the ADI Spin-Off Lien Basket, the ADI Spin-Off
Investment Basket, the ADI Spin-Off Dispositions Basket, the ADI Spin-Off RP Basket, the ADI Spin-Off RDP Basket and the ADI Spin-Off
Transactions with Affiliates Basket.

 “ADI
Spin-Off Prepayment” means any prepayment of any Borrowing in connection with the
consummation of the ADI Spin-Off Transaction, including with the direct
or indirect proceeds received by the Loan Parties in connection with the ADI Spin-Off Transaction.

 “ADI
Spin-Off RDP Basket” has the meaning assigned to such term in Section 6.09.

 “ADI
Spin-Off RP Basket” has the meaning assigned to such term in Section 6.08(a)(i).

 “ADI
Spin-Off Reorganization Actions” means, collectively, any reorganization transactions effected in contemplation of the ADI Spin-Off
Transaction occurring prior to the consummation of the ADI Spin-Off Transaction (and without regard to the actual consummation thereof).

 2

 “ADI
Spin-Off Transactions with Affiliates Basket” has the meaning assigned to such term in Section 6.08(b)(iii)

 “ADI
Spin-Off Transaction” means the separation of Holdings’ ADI global distribution business from its products and solutions
business completed through a pro rata distribution of all of the outstanding shares of common stock of ADI Global Distribution Inc.,
a wholly-owned subsidiary of Holdings, to Holdings’ common stockholders and the making of a distribution by ADI Global Distribution
Inc., the proceeds of which shall be applied to voluntarily prepay the Term Loans.

 “Adjusted
CTLR Period” has the meaning assigned to such term in Section 6.13.

 “ Administrative
Agent ” means JPMCB (including its branches and affiliates), in its capacity as administrative agent and collateral agent hereunder
and under the other Loan Documents, and its successors in such capacity as provided in Article VIII.

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

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

 “ Affiliate ”
means, with respect to a specified Person, another Person that directly, or indirectly, Controls or is Controlled by or is under common
Control with the Person specified.

 “ Affiliated
Lender Assignment and Assumption ” means an assignment and assumption entered into by a Lender and a Purchasing Borrower Party
(with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit
H or any other form approved by the Administrative Agent.

 “ Aggregate
Revolving Commitment ” means, at any time, the sum of the Revolving Commitments of all the Revolving Lenders at such time.

 “ Aggregate
Revolving Exposure ” means, at any time, the sum of the Revolving Exposures of all the Revolving Lenders at such time.

 “ Agreed
Currency ” means dollars and each Permitted Foreign Currency.

 “ Agreement ” has the meaning assigned to such
term in the introductory statement to this Agreement.

 “ Agreement Currency ”
has the meaning assigned to such term in Section 9.19.

 3

 “ Alternate
Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
NYFRB Rate in effect on such day plus ½ of 1% and (c) the Adjusted Term SOFR
Rate for a one month Interest Period as published two (2) U.S. Government Securities Business Days prior to such day (or if such day
is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided
that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall
be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the
Term SOFR Reference Rate, as specified by CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the
Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term
SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted
Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for
the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate Base
Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance
of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than the Floor, such rate shall be deemed
to be the Floor for purposes of this Agreement.

 “ Alternative
Incremental Facility Debt ” means any Indebtedness incurred by the Borrower in the form of one or more series of senior secured
notes, bonds or debentures and/or term loans secured on a pari passu basis with or junior basis to the Loans or senior unsecured notes
or senior subordinated notes or any bridge facility; provided that (i) if such Indebtedness is secured, such Indebtedness shall be secured
by the Collateral on a pari passu or junior basis with the Loan Document Obligations and is not secured by any property or assets of any
member of the Restricted Group other than the Collateral, (ii) such Indebtedness does not mature or have scheduled amortization or payments
of principal prior to the Latest Maturity Date (or in the case of Indebtedness secured on a junior basis to the Loan Document Obligations
or unsecured Indebtedness, the date that is 90 days after the Latest Maturity Date) at the time such Indebtedness is incurred (except,
in each case, upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition or in the case
of Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Obligations, de minimis amortization not in
excess of 1.00% per annum); provided that the requirements set forth in this clause (ii) shall not apply to any Indebtedness (x) consisting
of a customary bridge facility so long as such bridge facility, subject to customary conditions, would either automatically be converted
into or required to be exchanged for permanent refinancing that does not mature earlier than the Latest Maturity Date or (y) incurred
in reliance on the Inside Maturity Exception, (iii) the mandatory prepayment provisions of any such Indebtedness shall not be more favorable
to the applicable lenders or creditors than those of the Term Loans unless (x) the Lenders of the Term Loans also receive the benefit
of such more favorable terms or (y) such provisions apply after the Latest Maturity Date at the time and (iv) such Indebtedness is not
guaranteed by any Subsidiaries other than the Loan Parties.

 “ Amended
and Restated Collateral Agreement ” means the that
certain Amended and Restated Collateral Agreement , dated as
 of the Amendment and Restatement Effective
Date, as amended by the Second Amendment and Restatement Agreement and as may be further amended, restated, amended and restated, supplemented
or modified from time to time, by and among the Loan Parties and the Administrative Agent , substantially
in the form of Exhibit C , or any other collateral agreement reasonably requested (in accordance
with the Collateral and Guarantee Requirement) by the Administrative Agent .

 “ Amended
and Restated Guarantee Agreement ” means the that
certain Amended and Restated Guarantee Agreement dated as of February 12, 2021 by
and among the Administrative Agent and the Loan Parties from time to time party thereto ,
substantially in the form of Exhibit E ,
 as may be amended, restated, amended and restated, supplemented or modified from time to time ,
 by and among the Administrative Agent and the Loan Parties from
time to time party thereto .

 4

 “ Amendment
and Restatement Agreement ” means the Amendment and Restatement Agreement, dated as of Amendment and Restatement Effective Date,
among the Loan Parties, the Lenders party thereto, the Administrative Agent and the Issuing Banks.

 “ Amendment
and Restatement Date Refinancing ” means (i) repayment in full of all amounts outstanding under the Existing
Credit Agreement, and in each case all accrued interest thereon and other fees and amounts outstanding in respect thereof and (ii) termination
of the commitments thereunder.

 “ Amendment and Restatement
Effective Date ” means February 12, 2021.

 “ Ancillary Document ” has the meaning given to such term in Section
9.06(b).

 “ Anti-Corruption
Laws ” means all laws, and regulations of any Governmental Authority applicable to the Borrower or any of its Affiliates from
time to time concerning or relating to bribery, corruption or anti-money laundering, including the Foreign Corrupt Practices Act of 1977,
as amended, and the rules and regulations thereunder (the “FCPA”), and the UK Bribery Act of 2010.

 “ Applicable
Adjustments ” has the meaning given to such term in the definition of “Consolidated EBITDA”.

 “ Applicable Parties ” has
the meaning given to such term in Section 9.01(d)(iii).

 “ Applicable Percentage ”
means, at any time with respect to any Revolving Lender, the percentage of the Aggregate Revolving Commitment represented by such Lender’s
Revolving Commitment at such time (or, if the Revolving Commitments have terminated or expired, such Revolving lender’s share of
the total Revolving Exposure at that time); provided that, at any time any Revolving Lender shall be a Defaulting Lender, for purposes
of Section 2.20(c)(ii), “Applicable Percentage” shall mean the percentage of the total Revolving Commitments (disregarding
any such Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment. If the Revolving Commitments
have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect,
giving effect to any assignments of Revolving Loans and LC Exposures that occur after such termination or expiration and to any Lender’s
status as a Defaulting Lender at the time of determination.

 “ Applicable Rate ”
means, for any day:

 (a)
(i) with respect to any Loan that is an Initial Term Loan, 2.00% per annum in the case of Term Benchmark Loans and 1.00% per annum in
the case of ABR Loans, (ii) with respect to any Loan that is a Fourth Amendment Term Loan, 2.00%
per annum in the case of Term Benchmark Loans and 1.00% per annum in the case of ABR Loans and ( iii ) with respect to any Loan that is a Sixth Amendment Term Loan from
the Fourth Amendment Effective to but excluding the date of the consummation of the ADI Spin-Off Transaction , 2.00% per annum
in the case of Term Benchmark Loans and 1.00% per annum in the case of ABR Loans ; and ,
(iii) with respect to any Loan
that is a Sixth Amendment Term Loan ,
from the Sixth Amendment Effective to but excluding the date of the consummation of the ADI Spin-Off Transaction, 2.00%
per annum in the case of Term Benchmark Loans and 1.00% per annum in the case of ABR Loans and ( iv )
with respect to any Term
Loan that is outstanding after the ADI Spin-Off Transaction is consummated, from and including the date of the consummation of the ADI
Spin-Off Transaction, 2.25% per annum in the case of Term Benchmark Loans and 1.25% per annum in the case of ABR Loans; and

 5

 (b)
 with respect to (i) any Revolving Loan and (ii) the commitment fees payable hereunder in respect of unused Revolving Commitments :

 , the (A)
prior to the Second Amendment and Restatement Effective Date, the applicable rate per annum set forth below in the “Term
Benchmark Loans”, “ABR Loans” or “Commitment Fee” column, as applicable, based upon the Consolidated Total
Leverage Ratio as of the end of the fiscal quarter of Holdings for which consolidated financial statements have most recently been delivered
to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b) ; provided that until the delivery of such consolidated
financial statements as of and for the second full fiscal quarter of Holdings after the Fourth Amendment Effective Date, the Applicable
Rate shall be that set forth below in Level II:

 Level
 Consolidated Total

Leverage Ratio
 Term

 Benchmark

 Loans
 ABR

 Loans
 Commitment

 Fee

 I
 ≥ 2.75 to 1.00
 2.25 %
 1.25 %
 0.35 %

 II
 < 2.75 to 1.00 and ≥ 2.00 to 1.00
 2.00 %
 1.00 %
 0.30 %

 III
 < 2.00 to 1.00 and ≥ 1.50 to 1.00
 1.75 %
 0.75 %
 0.275 %

 IV
 < 1.50 to 1.00
 1.50 %
 0.50 %
 0.25 %

 (B)
from and after the Second Amendment and Restatement Effective Date, the applicable rate per annum set forth below in the “Term
Benchmark Loans”, “ABR Loans” or “Commitment Fee” column, as applicable, based upon the Consolidated Total
Leverage Ratio as of the end of the fiscal quarter of Holdings for which consolidated financial statements have most recently been delivered
to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b); provided that until the first delivery of such consolidated financial
statements after the Second Amendment and Restatement Effective Date, the Applicable Rate shall be that set forth below in Level I:

 Level
 Consolidated
 Total

 Leverage Ratio
 Term

 Benchmark

 Loans
 ABR

 Loans
 Commitment

 Fee

 I
 ≥
 2.50 to 1.00
 2.00 %
 1.00 %
 0.35 %

 II
 <
 2.50 to 1.00 and ≥ 1.50 to 1.00
 1.75 %
 0.75 %
 0.30 %

 III
 <
 1.50 to 1.00
 1.50 %
 0.50 %
 0.25 %

 6

 For purposes of
the foregoing, each change in the Applicable Rate resulting from a change in the Consolidated Total Leverage Ratio shall be effective
during the period commencing on and including the date of delivery to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b)
of the consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the
next such change; provided that the Consolidated Total Leverage Ratio shall be deemed to be in Level I at the option of the Administrative
Agent or at the request of the Required Lenders if Holdings fails to deliver the consolidated financial statements required to be delivered
by it pursuant to Section 5.01(a) or 5.01(b) or the certificate of a Financial Officer required to be delivered by it pursuant to Section
5.01(c) during the period from the expiration of the time for delivery thereof until such consolidated financial statements and such certificate
are delivered.

 “ Approved
Fund ” means, with respect to any Lender or Eligible Assignee, any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that
is administered, advised or managed by (a) such Lender or Eligible Assignee, (b) an Affiliate of such Lender or Eligible Assignee or (c)
an entity or an Affiliate of an entity that administers, advises or manages such Lender or Eligible Assignee.

 “ Arrangers ”
means, collectively, JPMorgan Chase Bank, N.A., BofA Securities, Inc. , Morgan Stanley Senior Funding,
Inc. JPMorgan Chase Bank N.A., Bank of America, N.A., Wells
Fargo Bank, National Association , BNP Paribas , PNC
Capital Markets LLC , Truist Securities Corp.,
 Royal Bank of Canada ,
Inc. , U.S. Bank National Association, PNC Capital Markets LLC and
Truist Securities, Inc. Royal Bank of Canada ,
Citizens Bank, N.A., Citibank N.A., HSBC Bank USA, National Association, Keybanc Capital Markets Inc, The Bank of Nova Scotia, Banco
Bilbao Vizcaya Argentaria, S.A. New York Branch, The Huntington National Bank and CIBC Bank USA , in their capacities as joint
lead arrangers and joint bookrunners for the credit facilities provided for herein.

 “ Assignment
and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any
Person whose consent is required by Section 9.04) and accepted by the Administrative Agent, substantially in the form of Exhibit A
or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.

 “ Auction ”
means an auction pursuant to which a Purchasing Borrower Party offers to purchase Term Loans pursuant to the Auction Procedures.

 “ Auction
Manager ” means any financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative
Agent) to act as an arranger in connection with any Auction; provided that the Borrower shall not designate the Administrative
Agent as the Auction Manager without the written consent of the Administrative Agent (it being understood and agreed that the Administrative
Agent shall be under no obligation to agree to act as the Auction Manager).

 “ Auction Procedures ” means
the procedures set forth in Exhibit G .

 “ Auction
Purchase Offer ” means an offer by a Purchasing Borrower Party to purchase Term Loans of one or more Classes pursuant to an auction
process conducted in accordance with the Auction Procedures and otherwise in accordance with Section 9.04(e).

 7

 “ Audited
Financial Statements ” the audited combined balance sheets sheet
of Holdings dated December 31, 2019 2024
and December 31, 2018 2025 ,
and the related audited combined statements statement
of operations, comprehensive income, equity (deficit) and cash flows as of and for the fiscal years year
ended December 31, 2019, December 31, 2018 2024
and December 31, 2017 2025 ,
audited and reported on by Deloitte & Touche, LLP.

 “ Available Amount ” means,
at any time,

 (a) the sum of:

 (i) the greater of (A) $100,000,000 and (B)
25% of LTM Consolidated EBITDA, plus

 (ii)
 50% of the Consolidated Net Income of Holdings for the period (taken as one accounting period) from the first day of the first
fiscal quarter of Holdings during which the Effective Date occurred to and including the last day of Holdings’ most recently ended
fiscal quarter for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), as applicable, or, in the case
such Consolidated Net Income for such period is a deficit, minus 100% of such deficit, plus

 (iii)
 the Net Proceeds from any sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Holdings to the extent
such Net Proceeds are received by the Borrower, plus

 (iv)
 the aggregate amount of prepayments declined by the Term Lenders and retained by the Borrower pursuant to Section 2.11(f), plus

 (v)
 to the extent not already included in the calculation of Consolidated Net Income and without duplication of clause (vi) below and
of any amount deducted from the calculation of Investments pursuant to the definition of Investment, the amounts of any dividends in cash
or Permitted Investments or other returns, profits, distributions and similar amounts (whether by means of a sale or other disposition,
a repayment of a loan or advance, a dividend or otherwise) received by the Borrower and the Restricted Subsidiaries on Investments made
using the Available Amount, in each case up to the original amount of such Investments; plus

 (vi)
 to the extent not already included in the calculation of Consolidated Net Income and without duplication of clause (v) above and
of any amount deducted from the calculation of Investments pursuant to the definition of Investment, the amount of any Investment made
using the Available Amount in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged,
amalgamated or consolidated with or into the Borrower or any of the Restricted Subsidiaries (up to the lesser of (A) the fair market value
determined in good faith by the Borrower of the Investments of Holdings and the Restricted Subsidiaries in such Unrestricted Subsidiary
at the time of such re-designation or merger or consolidation and (B) the fair market value determined in good faith by the Borrower of
the original Investment by Holdings and the Restricted Subsidiaries in such Unrestricted Subsidiary); plus

 (vii)
 the Net Proceeds from any sale or issuance of Disqualified Equity Interests of Holdings or debt securities of Holdings (other
than Disqualified Equity Interests or debt securities issued or sold to the Borrower or a Restricted Subsidiary), in each case that have
been converted into or exchanged for Equity Interests of Holdings (other than Disqualified Equity Interests) to the extent such Net Proceeds
are received by the Borrower; minus

 8

 (b)
 the sum since the Effective Date of (i) Investments, loans and advances previously or concurrently made in reliance on the Available
Amount, plus (ii) Restricted Payments previously or concurrently made in reliance on the Available Amount, plus (iii) Restricted
Debt Payments previously or concurrently made in reliance on the Available Amount.

 Notwithstanding
the foregoing, in no event shall any payments by Honeywell or a subsidiary of Honeywell to Holdings or any of its Restricted Subsidiaries
made in connection with the Transactions be added to the Available Amount.

 “ Available
Tenor ” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such
Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining
the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for
such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 2.14.

 “Back
to Back Arrangements” shall mean any “back-to-back” transactions between or among Holdings, the Borrower or any Restricted
Subsidiary, in connection with facilitating any Hedging Agreements (provided that, for such arrangements to constitute Back to Back Arrangements,
such arrangements must be settled in cash, which for this purpose shall include netting of obligations, within five Business Days of
any corresponding settlement with the third party counterparty to such Hedging Agreement).

 “ Bail-In
Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any
liability of an any
Affected Financial Institution.

 “ Bail-In Legislation ” means, (a) with respect to any EEA Member Country implementing Article 55 of
Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement
for such EEA Member Country from time to time which that
is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act
2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution
of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration
or other insolvency proceedings).

 “ Back
to Back Arrangements ” shall mean any “back-to-back” transactions between or among Holdings, the
Borrower or any Restricted Subsidiary, in connection with facilitating any Hedging Agreements (provided that, for such arrangements to
constitute Back to Back Arrangements, such arrangements must be settled in cash, which for this purpose shall include netting of obligations,
within five Business Days of any corresponding settlement with the third party counterparty to such Hedging Agreement).

 9

 “ Bankruptcy
Event ” means, with respect to any Person, that such Person has become the subject of a bankruptcy, insolvency proceeding or
Bail-In Action, or has had a receiver, conservator, trustee, administrator, custodian, examiner, assignee for the benefit of creditors
or similar Person charged with the reorganization or liquidation of its business appointed for it, in the good faith determination of
the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such
proceeding or appointment or has become the subject of a Bail-In Action; provided that a Bankruptcy Event shall not result solely
by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority; provided
further that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within
the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such
Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

 “ Benchmark ”
means, initially, the Term SOFR Reference
Rate; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have /has
occurred with respect to the Term SOFR Reference
 Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that
such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.14.

 “ Benchmark
Replacement ” means, for any Available Tenor with
respect to any Benchmark Transition Event , the first alternative set forth in the order below that can be determined by the Administrative
Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in a Permitted Foreign Currency,
“Benchmark Replacement” shall mean the alternative set forth in (2) below:

 (1)
the Adjusted Daily Simple SOFR; or

 (2)
 the sum of: (a) the alternate
benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or
recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii)
any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for to
the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time and (b) the related
Benchmark Replacement Adjustment.

 If the Benchmark Replacement as
determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor
for the purposes of this Agreement and the other Loan Documents.

 “ Benchmark
Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
 for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark
Replacement , the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for
the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date
and/ or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
syndicated credit facilities denominated in the applicable Agreed Currency at such time.

 10

 “ Benchmark
Replacement Conforming Changes ” means, with respect to either the use or administration of Term SOFR Rate, or the use, administration,
adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the
definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government
Securities Business Day,” the definition of “Interest Period,” or any similar or analogous definition (or the addition
of a concept of “Interest Period”) timing and frequency of determining rates and making payments of interest, timing of borrowing
requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and
other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption
and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially
consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists,
in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration
of this Agreement and the other Loan Documents).

 “ Benchmark
Replacement Date ” means , with respect to any Benchmark,
 the earliest to occur of the following events with respect to such the
then-current Benchmark:

 (1)
 in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the
public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases to provide such
Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component
thereof); or

 (2)
 in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark
(or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such
Benchmark (or such component thereof) have been determined and announced
by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no
longer representative non-representative ; provided,
that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause
(3) and even if such Benchmark (or such component thereof) or, if
such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

 For the avoidance of doubt,
 (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier
than, the Reference Time in respect of any determination, the Benchmark Replacement Date will
be deemed to have occurred prior to the Reference Time for such determination and (ii) if
such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause
(1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all
then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

 11

 “ Benchmark
Transition Event ” means , with respect to any Benchmark,
the occurrence of one or more of the following events with respect to such the
then-current Benchmark:

 (1)
 a public statement or
publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation
thereof) announcing that such administrator has ceased or will cease to provide such
Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component
thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide such Benchmark (or such component thereof)
or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

 (2)
 a public
statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component
used in the calculation thereof), the Federal Reserve Board of
Governors , the NYFRB Federal
Reserve Bank of New York , the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for
such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component)
or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component),
 in each case which states that the administrator of such Benchmark (or such component)
has ceased or will cease to provide such Benchmark (or such component thereof)
or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely ; ,
 provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
 such Benchmark (or such component thereof) or, if such Benchmark is a term
rate, any Available Tenor of such Benchmark (or such component thereof); or

 (3)
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that such Benchmark
(or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof)
are no longer not, or as
of a specified future date will not be, representative.

 For the avoidance of doubt,
 if such Benchmark is a term rate, a “Benchmark Transition Event”
will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has
occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

 “ Benchmark
Unavailability Period ” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark
Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if,
at such time, no Benchmark Replacement has replaced such the
then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time
that a Benchmark Replacement has replaced such the
then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.

 “ Beneficial
Ownership Certification ” means a certification regarding individual beneficial ownership solely to the extent expressly required
by 31 C.F.R. &sect; 1010.230 (&ldquo; Beneficial Ownership Regulation &rdquo;).

 12

 “ Beneficial
Ownership Regulation ” has the meaning specified in the definition of Beneficial Ownership Certification.

 “ Benefit
Plan ” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title
I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person
whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the
Code) the assets of any such “employee benefit plan” or “plan”.

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

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

 “Borrower”
 has the meaning assigned to such term in the
introductory statement to this Agreement means, (a) prior
to the Co-Borrower Merger, RFI, and (b) from and after the Co-Borrower Merger, RF II .

 “ Borrowing ”
means Loans of the same Class, Type and currency, made, converted or continued on the same date and, in the case of Term Benchmark Loans,
as to which a single Interest Period is in effect.

 “ Borrowing
Minimum ” means (a) in the case of a Term Benchmark Borrowing, $5,000,000 and (b) in the case of an ABR Borrowing,
$1,000,000.

 “ Borrowing
Multiple ” means (a) in the case of a Term Benchmark Borrowing denominated in dollars, $500,000 and (b) in the case of an ABR
Borrowing, $100,000.

 “ Borrowing
Request ” means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially in the
form of Exhibit M (or such other form approved by the Administrative Agent and otherwise consistent with the requirements of Section 2.03).

 “ Business Day ” means any day that is not a Saturday, a Sunday or any other day on which
commercial banks in New York City are authorized or required by law to remain closed; provided that, in addition to the foregoing, in
relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings,
fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term
SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate,
any such day that is a U.S. Government Securities Business Day.

 “ Capital
Expenditures ” means, for any period, (a) the additions to property, plant and equipment and other capital expenditures of
the Restricted Group that are (or should be) set forth in a consolidated statement of cash flows of Holdings for such period
prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by the Restricted Group during such period, but
excluding in each case any such expenditure (i) constituting reinvestment of the Net Proceeds of any event described in clause (a)
or (b) of the definition of the term “Prepayment Event”, to the extent permitted by Section 2.11(c), (ii) made by the
Restricted Group to effect leasehold improvements to any property leased by the Restricted Group as lessee, to the extent that such
expenses have been reimbursed by the landlord, (iii) in the form of a substantially contemporaneous exchange of similar property,
plant, equipment or other capital assets, except to the extent of cash or other consideration (other than the assets so exchanged),
if any, paid or payable by the Restricted Group and (iv) made with the Net Proceeds from the issuance of Qualified Equity
Interests.

 13

 “ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other
amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital or
finance leases on a balance sheet of such Person under GAAP (subject to the provisions of Section 1.04), and the amount of such
obligations shall be the capitalized amount thereof determined in accordance with GAAP (subject to the provisions of Section 1.04).

 “ Captive
Insurance Subsidiary ” means a Subsidiary of Holdings established for the purpose of, and to be engaged solely in the business
of, insuring the businesses or facilities owned or operated by Holdings or any of its Subsidiaries or joint ventures.

 “ Cash
Management Financing Facilities ” has the meaning assigned to such term in the definition of “Secured Cash Management Obligations”.

 “ Cash
Management Services ” means the treasury management services (including controlled disbursements, zero balance arrangements,
cash sweeps, automated clearinghouse transactions, return items, overdrafts, single entity or multi-entity multicurrency notional pooling
structures, temporary advances, interest and fees and interstate depository network services), netting services, employee credit or purchase
card programs and similar programs, in each case provided to Holdings, the Borrower or any Restricted Subsidiary.

 “ Change
in Control ” means (a) Holdings ceases to own all of the Equity Interests of U.S. HoldCo 2 and the Borrower; (b) the acquisition
of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the
rules of the SEC thereunder) of 35% or more of the Voting Equity Interests in Holdings; provided , however, that this clause (b)
shall not include any transaction where (x) Holdings becomes a direct or indirect wholly owned subsidiary of a holding company, and (y)
the direct or indirect holders of the Voting Equity Interests of such holding company immediately following that transaction are substantially
the same as the holders of Holding’s Voting Equity Interests immediately prior to that transaction; or (c) the occurrence of a “Change
in Control” as defined in the Senior Notes Documents.

 For purposes of
this definition, (i) “beneficial ownership” shall be as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act and (ii)
the phrase Person or “group” is within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee
benefit plan of such Person or “group” and its subsidiaries and any Person acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan.

 “ Change
in Law ” means the occurrence, after the Second Amendment
and Restatement Effective Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of
the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation
or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental
Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines or directives promulgated thereunder or issued in connection therewith and (ii)
all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case
pursuant to Basel III, in each case shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted,
promulgated or issued.

 14

 “ Charges ” has the meaning
assigned to such term in Section 9.13.

 “ Class ”,
when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Initial Term Loans, Fourth Amendment Term Loans, Sixth Amendment Term Loans, Incremental Revolving Loans or Incremental Term Loans,
(b) any Commitment, refers to whether such Commitment is a Revolving Commitment, an Initial Term Commitment, a Fourth Amendment Term Commitment,
a Sixth Amendment Term Commitment, a Commitment in respect of any Incremental Revolving Loans or a Commitment in respect of any Incremental
Term Loans and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class. Incremental
Revolving Loans and Incremental Term Loans that have different terms and conditions (together with the Commitments in respect thereof)
shall be construed to be in different Classes.

 “ CME
Term SOFR Administrator ” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured
Overnight Financing Rate (SOFR) (or a successor administrator).

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

 “ Covered Entity ”
means any of the following:

 (a)
 a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. &sect; 252.82(b);

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

 (c)
 a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. &sect; 382.2(b).

 “ Collateral ”
means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the
Security Documents as security for the Obligations, but excluding, for the avoidance of doubt, the Excluded Property.

 “ Collateral and Guarantee Requirement ”
means, at any time, the requirement

 that:

 (a) the
Administrative Agent shall have received from Holdings, each other Loan Party and each Designated Subsidiary (i) a counterpart of
each Security Document to which such Person is a party duly executed and delivered on behalf of such Person or (ii) in the case of
any Subsidiary that becomes a Loan Party or a Designated Subsidiary after the Second
Amendment and Restatement Effective Date, a supplement to the Amended and Restated Collateral Agreement in substantially the form
attached as Exhibit I thereto, a supplement to the Amended and Restated Guarantee Agreement in substantially the form attached as
Exhibit I thereto, a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement (each as defined in
the Amended and Restated Collateral Agreement, and to the extent applicable) and other security documents reasonably requested by
the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security
Documents in effect on the Second Amendment and Restatement
Effective Date), duly executed and delivered on behalf of such Person, in each case, together with opinions and documents of the
type referred to in Sections 4.01(b) and (c) with respect to such Person as may be reasonably requested by the Administrative
Agent;

 15

 (b)
 (i) all outstanding Equity Interests
(other than any Equity Interest constituting Excluded Property) of the Borrower and each Restricted Subsidiary that is a Material Subsidiary,
in each case owned by any Loan Party, shall have been pledged pursuant to the Amended and Restated Collateral Agreement; provided
that the Loan Parties shall not be required to pledge Excluded Property and (ii) the Administrative Agent shall, to the extent required
by the Amended and Restated Collateral Agreement, have received certificates or other instruments representing all such Equity Interests
of any Restricted Subsidiary (other than any Equity Interest constituting Excluded Property or,
from and after the Second Amendment and Restatement Effective Date, Equity Interests in any ADI Spin-Off Entities ) held by any
Loan Party, together with undated stock powers or other appropriate instruments of transfer with respect thereto endorsed in blank (to
the extent applicable and provided that no Loan Party shall have any obligation to deliver a certificate or other instrument representing
any such Equity Interest if such Equity Interest is uncertificated);

 (c)(i)
all Indebtedness of Holdings, the Borrower and each Subsidiary that is owing to any Loan Party shall be evidenced by, at the Loan Party’s
option, a Global Intercompany Note and/ or one or more standalone
promissory notes, and shall be Collateral pursuant to the applicable Security Documents; and (ii) the Administrative Agent shall have
received the Global Intercompany Note and , solely to the extent the applicable
Indebtedness is not also evidenced by the Global Intercompany Note, all such promissory notes with a principal amount of $20,000,000
or more, together with undated instruments of transfer with respect thereto endorsed in blank;

 (d)
 all financing statements and other
appropriate filings or recordings, including Uniform Commercial Code financing statements, required by law or specified in the Security
Documents to be filed, registered or recorded on the Effective Date under the Existing Credit Agreement
or the or prior to the Second Amendment and Restatement
Effective Date shall have been so filed, registered or recorded or delivered to the Administrative Agent for such filing, registration
or recording;

 16

 (e) the
Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and
delivered by the record owner of such Mortgaged Property (provided that if the Mortgaged Property is in a jurisdiction that imposes
a mortgage recording or similar tax on the amount secured by such Mortgage, then the amount secured by such Mortgage shall be
limited to the fair market value, as reasonably determined by Holdings in good faith, of such Mortgaged Property), (ii) a policy or
policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a
valid and enforceable first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted
by Section 6.02, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request to
the extent available in the applicable jurisdiction at commercially reasonable rates (it being agreed that the Administrative Agent
shall accept zoning reports from a nationally recognized zoning company in lieu of zoning endorsements to such title insurance
policies), in an amount equal to the fair market value of such Mortgaged Property as reasonably determined by Holdings in good
faith, provided that in no event will Holdings be required to obtain independent appraisals or other third-party valuations
of such Mortgaged Property, unless required by FIRREA or other applicable law, provided , however , Holdings shall
provide to the title company such supporting information with respect to its determination of Fair Market Value as may be reasonably
required by the title company, (iii) with respect to each Mortgaged Property located in the United States, a completed
“Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about
special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan
Party relating to such Mortgaged Property), and, if any such Mortgaged Property is located in an area determined by the Federal
Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable law,
including Regulation H of the Board of Governors and (iv) such customary surveys (or existing surveys together with no-change
affidavits of such Mortgaged Property or survey alternatives, including express maps), abstracts, legal opinions, title documents
and other documents as the Administrative Agent or the Required Lenders may reasonably request with respect to any such Mortgage or
Mortgaged Property; provided that (x) the requirements of the foregoing clauses (i), (ii), (iv) and (v) shall be completed on
or before the date that is 90 days after the Second Amendment
and Restatement Effective Date (or such longer period as the Administrative Agent may, in its reasonable discretion, agree to in
writing (such approval or consent not to be unreasonably withheld or delayed)) in accordance with Section 5.15, (y) legal opinions
referred to in the foregoing clause (iv) shall be limited to the purposes of obtaining customary legal opinions from counsel
qualified to opine in the jurisdiction where such Mortgaged Property is located regarding solely to the enforceability of the
Mortgage for such Mortgaged Property and such other customary matters as may be in form and substance reasonably satisfactory to the
Administrative Agent; and (z) no delivery of new surveys shall be required for any Mortgaged Property where the title company will
issue a lender’s title policy with the standard survey exception omitted from such title policy and affirmative endorsements
that require a survey ; and

 (f)
 except as otherwise provided for in the Security Documents, each Loan Party shall have obtained all consents and approvals required
to be obtained by it in connection with the execution and delivery of all Security Documents to which it is a party, the performance of
its obligations thereunder and the granting by it of the Liens thereunder.

 Notwithstanding
anything to the contrary, subject to the proviso set forth in the following sentence, no Loan Party shall be required, nor shall the
Administrative Agent be authorized, (i) to perfect pledges, security interests and mortgages of Collateral of Loan Parties by any means
other than by (A) filings pursuant to the Uniform Commercial Code, in the office of the Secretary of State (or similar central filing
office) of the relevant jurisdiction where the grantor is located (as determined pursuant to the Uniform Commercial Code) and filings
in the applicable real estate records with respect to Mortgaged Properties, (B) filings in the United States Patent and Trademark Office
and the United States Copyright Office with respect to Intellectual Property as expressly required in the Security Documents, and (C)
delivery to the Administrative Agent, to be held in its possession, of the Global Intercompany Note and ,
solely to the extent the applicable Indebtedness is not also evidenced by the Global Intercompany Note, all Collateral consisting
of intercompany notes in a principal amount of $20,000,000 or more, owed by a single obligor, stock certificates of Restricted Subsidiaries
 (other than, from and after the Second Amendment and Restatement Effective
Date, any ADI Spin-Off Entities) and instruments, in each case as expressly required in the Security Documents or (ii) to enter
into any control agreement with respect to any cash and Permitted Investments, other deposit accounts, securities accounts or commodities
accounts, in each case to the extent in the name of a Loan Party and held or located in the United States. For the avoidance of doubt,
and notwithstanding anything to the contrary, including the foregoing, (x) no actions (including filings or searches) shall be required
in order to create or perfect any security interest in any assets of the Loan Parties located outside of the United States (including
any Intellectual Property registered or applied-for in, or otherwise located, protected or arising under the laws of any jurisdiction
outside the United States) and (y) no foreign law security or pledge agreements or foreign law mortgages or deeds shall be required outside
of the United States with respect to any Loan Party.

 17

 Notwithstanding
the foregoing and subject to the last paragraph of Section 6.02, no Loan Party shall be required to deliver a Mortgage with respect to
the Golden Valley Property.

 “ Commitment ”
means with respect to any Lender, such Lender’s Revolving Commitment, Initial Term Commitment, Fourth Amendment Term Commitment,
Sixth Amendment Term Commitment, commitment in respect of any Incremental Revolving Loans or commitment in respect of any Incremental
Term Loans or any combination thereof (as the context requires).

 “ Commodity
Exchange Act ” means the Commodity Exchange Act (7 U.S.C. &sect; 1 et seq. ) and any successor statute.

 “ Communications ”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party
pursuant to this Agreement or any other Loan Document or the transactions contemplated herein or therein that is distributed to the Administrative
Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to Section 9.01, including through the Platform.

 “ Connection
Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.

 “ Consenting
Lender ” has the meaning assigned to such term in Section 2.22(a). “ Consolidated Debt ” means, as of any
date, the aggregate principal amount of Indebtedness of the type specified in the following clauses of the definition of
“Indebtedness”: clause (a) (excluding Indebtedness of the type set forth in Section 6.01(a)(ix) that is non-recourse to
Holdings, the Borrower and the Restricted Subsidiaries and excluding any Excluded Refinanced Debt), clause (b), clause (e) (but only
to the extent supporting Indebtedness of the types specified in clauses (a), (b) and (g) of the definition thereof), clause (f) (but
only to the extent supporting Indebtedness of the types specified in clauses (a), (b) and (g) of the definition thereof), clause
(g), clause (h) (but only to the extent drawn and unreimbursed after one Business Day) and clause (k), in each case relating to the
Restricted Group outstanding as of such date determined on a consolidated basis; provided that in no event shall Supply Chain
Financing be included in the calculation of Consolidated Debt.

 18

 “ Consolidated
EBITDA ” means, for any period, Consolidated Net Income for such period plus

 (a) without
duplication and to the extent deducted in determining such Consolidated Net Income for such period, the sum of:

 (i)
total interest expense for such period, and, to the extent not reflected in such total interest expense, the sum of (A) premium
payments, debt discount, fees, charges and related expenses incurred in connection with borrowed money (including capitalized
interest) or in connection with the deferred purchase price of assets plus (B) the portion of rent expense with respect to such
period under Capital Leases that is treated as interest expense in accordance with GAAP, plus (C) any losses on hedging obligations
or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such
hedging obligations or such derivative instruments, plus (D) bank and letter of credit fees and costs of surety bonds in connection
with financing activities, plus (E) any commissions, discounts, yield and other fees and charges (including any interest expense)
related to any Permitted Receivables Facility, plus (F) amortization or write-off of deferred financing fees, debt issuance costs,
debt discount or premium, terminated hedging obligations and other commissions, financing fees and expenses and, adjusted, to the
extent included, to exclude any refunds or similar credits received in connection with the purchasing or procurement of goods or
services under any purchasing card or similar program,

 (ii)
 provision for Taxes based on income, profits, revenue or capital for such period, including, without limitation, state, franchise,
excise, gross receipts, value added, margins, and similar taxes and foreign withholding taxes (including penalties and interest related
to taxes or arising from tax examinations) and, without duplication of the foregoing, any payments to any direct or indirect parent in
respect of such taxes (including, without limitation, the amount of any distributions in respect of the foregoing items pursuant to Section
6.08(a)(xiii)),

 (iii) depreciation and amortization expense for such period,

 (iv)
[reserved],

 (iv)
(A) costs and expenses incurred in connection with the ADI Spin-Off Reorganization Actions and the ADI Spin-Off Transaction,
including but not limited to severance costs, relocation costs, repositioning and other restructuring costs, integration and
facilities’ opening costs and other business optimization expenses and operating improvements and establishment costs,
recruiting fees, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of
facilities, internal costs in respect of ADI Spin-Off Reorganization Action and ADI Spin-Off Transaction related initiatives and
curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension
liabilities), contract terminations and professional and consulting fees incurred in connection with any of the foregoing, in each
case incurred in connection with ADI Spin-Off Reorganization Actions and the ADI Spin-Off Transaction during such period, and (B)
“run rate” cost savings, operating expense reductions, business optimization activities improvements (but excluding
“run rate” Consolidated EBITDA attributable to projected increases in revenues) and similar initiatives and similar
synergies (excluding revenue synergies), in each case, in connection with the ADI Spin-Off Reorganization Actions and the ADI
Spin-Off Transactions that are factually supportable and
have been realized or are reasonably expected to be realized within 24 months following the applicable ADI Spin-Off Reorganization
Action and the ADI Spin-Off Transaction, and calculated on a Pro Forma Basis as though such synergies, cost savings, expense
reductions, other operating changes, optimizations and similar initiatives had been realized (or commenced, acquired or created, as
applicable) on the first day of such period), net of the amount of actual benefits
realized during such period from such actions,

 19

 (v) fees,
costs and expenses incurred during such period in connection with any proposed or actual permitted merger, acquisition, Investment,
asset sale, other disposition or capital markets or financing transaction, without regard to the consummation thereof,

 (vi) unusual,
non-recurring or exceptional expenses, losses or charges incurred during such period.

 (vii) integration
costs, transition costs, consolidation and closing costs for facilities, costs incurred in connection with any non-recurring
strategic initiatives, acquisitions and non-recurring Intellectual Property development at any time, other business optimization
expenses (including costs and expenses relating to business optimization programs, new systems design, technology upgrades and
implementation costs), severance costs, project start-up costs and repositioning and other restructuring charges, carve-out related
items, accruals or reserves (including restructuring costs related to acquisitions at any time and to closure/consolidation of
facilities, retention charges, systems establishment costs and excess pension charges) incurred during such period,

 (viii) any
non-cash charges, losses or expenses for such period except to the extent representing an accrual for future cash outlays (but
excluding any non-cash charge, loss or expense in respect of an item that was included in Consolidated Net Income in a prior period
and any non-cash charge, loss or expense that relates to the write-down or write-off of inventory, other than any write-down or
write-off of inventory as a result of purchase accounting adjustments in respect of any acquisition permitted by the credit
facilities provided for under this Agreement),

 (ix…