FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of November 17, 2023 among XEROX CORPORATION, as the Borrower, XEROX HOLDINGS CORPORATION, as Holdings, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and JEFFERIES FINANCE LLC, as...

Exhibit 10.1

EXECUTION VERSION

$550,000,000

FIRST LIEN TERM LOAN CREDIT AGREEMENT,

dated as of November 17, 2023

among

XEROX CORPORATION,

as the Borrower,

XEROX HOLDINGS CORPORATION,

as Holdings,

THE OTHER GUARANTORS PARTY HERETO,

THE LENDERS PARTY HERETO,

and

XXXXXXXXX FINANCE LLC,

as Administrative Agent and Collateral Agent,

JEFFERIES FINANCE LLC, CITIBANK, N.A., CREDIT AGRICOLE CORPORATE AND

INVESTMENT BANK, PNC CAPITAL MARKETS LLC, MIZUHO BANK, LTD., THE BANK OF

NOVA SCOTIA and HSBC SECURITIES (USA) INC.,

as Joint Lead Arrangers and Joint Bookrunners,

TABLE OF CONTENTS


		Page
ARTICLE I

Definitions

SECTION 1.01	Defined Terms		1
SECTION 1.02	Terms Generally		71
SECTION 1.03	Accounting Terms; GAAP		72
SECTION 1.04	Effectuation of Transfers		72
SECTION 1.05	Currencies		72
SECTION 1.06	Currency Translation		72
SECTION 1.07	Required Financial Statements		73
SECTION 1.08	Certain Calculations and Tests		73
SECTION 1.09	Classification of Loans and Borrowings		75
SECTION 1.10	Reclassification		75
SECTION 1.11	Rates		75
SECTION 1.12	Calculation of Baskets and Ratios		75
SECTION 1.13	Certifications		75
SECTION 1.14	Available Amount Transactions		75
SECTION 1.15	[Reserved]		75
SECTION 1.16	SOFR		76
SECTION 1.17	Divisions		76
SECTION 1.18	Benchmark Replacement Setting		76
SECTION 1.19	Unrestricted Subsidiaries		78
SECTION 1.20	Sanctions Provisions		78
SECTION 1.21	Canadian Terms		78
SECTION 1.22	Belgian Terms		79
SECTION 1.23	German Terms		81

ARTICLE II

The Credits

SECTION 2.01	Commitments		81
SECTION 2.02	Loans and Borrowings		81
SECTION 2.03	Request for Borrowing		82
SECTION 2.04	[Reserved]		82
SECTION 2.05	[Reserved]		83
SECTION 2.06	Funding of Borrowings		83
SECTION 2.07	Interest Elections		83
SECTION 2.08	Termination and Reduction of Commitments		84
SECTION 2.09	Promise to Pay; Evidence of Debt		85
SECTION 2.10	Repayment of Term Loans		85
SECTION 2.11	Optional Prepayment of Loans		86
SECTION 2.12	Mandatory Prepayment of Loans		86
SECTION 2.13	Fees		90
SECTION 2.14	Interest		90


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SECTION 2.15	Alternate Rate of Interest		91
SECTION 2.16	Increased Costs		91
SECTION 2.17	Break Funding Payments		92
SECTION 2.18	Taxes		93
SECTION 2.19	Payments Generally; Pro Rata Treatment; Sharing of Set-offs		96
SECTION 2.20	Mitigation Obligations; Replacement of Lenders		98
SECTION 2.21	Illegality		99
SECTION 2.22	Incremental Facilities		99
SECTION 2.23	Other Loans		103
SECTION 2.24	Extensions of Term Loans		103
SECTION 2.25	Repricing Event		105
SECTION 2.26	Defaulting Lenders		105

ARTICLE III

Representations and Warranties

SECTION 3.01	Organization; Powers		106
SECTION 3.02	Authorization		106
SECTION 3.03	Enforceability		107
SECTION 3.04	Governmental Approvals		107
SECTION 3.05	Title to Properties		108
SECTION 3.06	Subsidiaries		108
SECTION 3.07	Litigation; Compliance with Laws		108
SECTION 3.08	Federal Reserve Regulations		109
SECTION 3.09	Investment Company Act		109
SECTION 3.10	Use of Proceeds		109
SECTION 3.11	Taxes		109
SECTION 3.12	No Material Misstatements		109
SECTION 3.13	Environmental Matters		110
SECTION 3.14	Security Documents		110
SECTION 3.15	Location of Real Property		111
SECTION 3.16	Solvency		111
SECTION 3.17	No Material Adverse Effect		111
SECTION 3.18	Beneficial Ownership Certificate		111
SECTION 3.19	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws.		112
SECTION 3.20	Intellectual Property; Licenses, Etc.		112
SECTION 3.21	Employee Benefit Plans		113
SECTION 3.22	Financial Assistance		113

ARTICLE IV

Conditions of Lending

SECTION 4.01	Conditions Precedent to Credit Extensions on the Closing Date		113
SECTION 4.02	Conditions Precedent to Additional Credit Extensions		115


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ARTICLE V

Affirmative Covenants

SECTION 5.01	Existence; Businesses and Properties		116
SECTION 5.02	Insurance		117
SECTION 5.03	Taxes		117
SECTION 5.04	Financial Statements, Reports, etc.		117
SECTION 5.05	Litigation and Other Notices		119
SECTION 5.06	Compliance with Laws		120
SECTION 5.07	Maintaining Records; Access to Properties and Inspections		120
SECTION 5.08	Use of Proceeds		120
SECTION 5.09	Compliance with Environmental Laws		120
SECTION 5.10	Further Assurances; Additional Security		120
SECTION 5.11	Credit Ratings		125
SECTION 5.12	[Reserved]		125
SECTION 5.13	Post-Closing Matters		125
SECTION 5.14	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws		125
SECTION 5.15	Canadian Pension Plans		125
SECTION 5.16	Business of the Borrower and its Restricted Subsidiaries		126
SECTION 5.17	Transactions with Affiliates		126
SECTION 5.18	Fiscal Year		128

ARTICLE VI

Negative Covenants

SECTION 6.01	Indebtedness		128
SECTION 6.02	Liens		134
SECTION 6.03	Sale and Lease-Back Transactions		139
SECTION 6.04	Investments, Loans and Advances		139
SECTION 6.05	Mergers, Consolidations, Sales of Assets and Acquisitions		143
SECTION 6.06	Restricted Payments		148
SECTION 6.07	[Reserved]		151
SECTION 6.08	[Reserved]		151
SECTION 6.09	Limitation on Payments of Indebtedness		151
SECTION 6.10	[Reserved]		152
SECTION 6.11	Canadian Pension Plans		152
SECTION 6.12	UK Pensions		152
SECTION 6.13	Modifications of Organizational Documents; Burdensome Agreements		152

ARTICLE VII

Holdings Covenant

SECTION 7.01	Holdings Covenant		154

ARTICLE VIII

Events of Default

SECTION 8.01	Events of Default		155

iii


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ARTICLE IX

The Administrative Agent
SECTION 9.01	Appointment		160
SECTION 9.02	Administration of German Collateral		163
SECTION 9.03	Delegation of Duties		164
SECTION 9.04	Exculpatory Provisions		165
SECTION 9.05	Reliance by Administrative Agent		166
SECTION 9.06	Notice of Default		166
SECTION 9.07	Non-Reliance on Agents and Other Lenders		167
SECTION 9.08	Indemnification		167
SECTION 9.09	Agent in Its Individual Capacity		168
SECTION 9.10	Successor Administrative Agent		168
SECTION 9.11	Lead Arranger		168
SECTION 9.12	Certain ERISA Matters		168
SECTION 9.13	Declaration of Trust		169
SECTION 9.14	Trust		169
SECTION 9.15	Termination of Trust		170
SECTION 9.16	Reliance		170

ARTICLE X

Miscellaneous
SECTION 10.01	Notices; Communications		171
SECTION 10.02	Survival of Agreement		172
SECTION 10.03	Binding Effect		173
SECTION 10.04	Successors and Assigns		173
SECTION 10.05	Equitably Subordinated Parties In this Section 10.5:		180
SECTION 10.06	Expenses; Indemnity		181
SECTION 10.07	Right of Set-off		183
SECTION 10.08	Applicable Law		183
SECTION 10.09	Waivers; Amendment		183
SECTION 10.10	Interest Rate Limitation		187
SECTION 10.11	Entire Agreement		188
SECTION 10.12	WAIVER OF JURY TRIAL		188
SECTION 10.13	Severability		188
SECTION 10.14	Counterparts		188
SECTION 10.15	Headings		189
SECTION 10.16	Jurisdiction; Consent to Service of Process		189
SECTION 10.17	Confidentiality		189
SECTION 10.18	Platform; Borrower Materials		190
SECTION 10.19	Release of Liens and Guarantees		191
SECTION 10.20	USA PATRIOT Act and Beneficial Ownership Regulation Notice		192
SECTION 10.21	Security Documents and Intercreditor Agreements		193
SECTION 10.22	[Reserved]		193
SECTION 10.23	No Advisory or Fiduciary Responsibility		193
SECTION 10.24	Cashless Settlement		194


		Page
SECTION 10.25	Acknowledgement and Consent to Bail-In of Affected Financial Institutions		194
SECTION 10.26	Acknowledgement Regarding Any Supported QFCs		194
SECTION 10.27	Hypothecary Representative		195
SECTION 10.28	Judgment Currency		195
SECTION 10.29	Parallel Liability		196

Exhibits and Schedules


Exhibit A-1		Form of Assignment and Acceptance
Exhibit A-2		Purchasing Borrower Party Assignment and Acceptance
Exhibit B		Form of Solvency Certificate
Exhibit C		Form of Borrowing Request
Exhibit D		Form of Interest Election Request
Exhibit E		U.S. Tax Compliance Certificate

Schedule 1.01A		Closing Date Guarantors
Schedule 1.01B		Closing Date Unrestricted Subsidiaries
Schedule 2.01		Commitments
Schedule 3.04		Governmental Approvals
Schedule 3.06		Subsidiaries
Schedule 3.15		Material Real Property
Schedule 3.19		Anti-Money Laundering Laws
Schedule 3.20		Intellectual Property
Schedule 3.21		Canadian Pension Plans
Schedule 5.13		Post-Closing Matters
Schedule 5.17		Transactions with Affiliates
Schedule 6.01		Existing Indebtedness
Schedule 6.02		Existing Liens
Schedule 6.04		Existing Investments
Schedule 10.01		Notice Information
Schedule 12		Agreed Security Principles

FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of November 17, 2023 (as amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”), by and among, XEROX CORPORATION, a New York corporation (the “Borrower”), XEROX HOLDINGS CORPORATION, a New York corporation (“Holdings”), the other Guarantors from time to time party hereto, the Lenders party hereto from time to time and JEFFERIES FINANCE LLC (“Jefferies”), as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”).

RECITALS

WHEREAS, the Borrower has requested extensions of credit in the form of senior secured term loans in an outstanding principal amount of $550,000,000 from the Lenders in favor of the Borrower; and

WHEREAS, subject to the terms and conditions of this Agreement, the Lenders, have agreed to extend credit to the Borrower in the form of Initial Term Loans (as defined herein) on the Closing Date in an aggregate principal amount of $550,000,000.

AGREEMENT

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions

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

“ABL Covenant Default” has the meaning assigned to such time in Section 8.01(6).

“ABL Credit Agreement” means the ABL Credit Agreement, dated as of May 22, 2023, among Holdings, the Borrower, the Subsidiaries of the Borrower party thereto, as borrowers, the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent, collateral agent and swing line lender, as such document may be amended, restated, supplemented, Refinanced and/or otherwise modified from time to time.

“ABL Intercreditor Agreement” means the Intercreditor Agreement, dated as of the Closing Date, by and among the Administrative Agent, the Collateral Agent, Citibank, N.A., as administrative agent and collateral agent under the ABL Credit Agreement, and each additional Debt Representative party thereto from time to time, and acknowledged and agreed by Holdings, the Borrower and each Subsidiary Loan Party party thereto from time to time, as amended, restated, supplemented and/or otherwise modified from time to time.

“ABL Loan Documents” means the ABL Credit Agreement and the other “Loan Documents” as defined in the ABL Credit Agreement, as each such document may be amended, restated, supplemented and/or otherwise modified from time to time.

“ABR” means, for any day, a fluctuating rate per annum equal to the highest of: (1) the NYFRB Rate in effect on such day plus ¹⁄₂%; (2) the Prime Rate in effect on such day; and (3) Term SOFR for a one-month tenor in effect on such day plus 1.00% (provided that this clause (3) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable). Any change in the ABR due to a change in the NYFRB Rate, Term SOFR, or the Prime Rate shall be effective on the effective date of such change in the NYFRB Rate, Term SOFR or the Prime Rate, as the case may be.

“ABR Borrowing” means a Borrowing comprised of ABR Loans.

“ABR Loan” means any Loan bearing interest at a rate determined by reference to the ABR.

“Acceptable Intercreditor Agreement” means, as applicable, (a) in the case of Indebtedness that is secured on a pari passu with the Term Loans or secured on a junior lien basis as compared to the Term Loans (in each case, other than as described under clause (b)), a customary intercreditor agreement governing the relevant lien priority which is reasonably acceptable to the Borrower and the Administrative Agent or (b) in the case of Indebtedness that is (or would be if the ABL Credit Agreement existed) secured on a pari passu basis with the loans under the ABL Credit Agreement, the ABL Intercreditor Agreement or a customary intercreditor agreement consistent with the ABL Intercreditor Agreement (as such agreement may be modified in a manner reasonably acceptable to the Borrower and the Administrative Agent), in each case, so long as such intercreditor agreement (other than the ABL Intercreditor Agreement) is posted for review by the Lenders and not objected to by the Required Lenders within five (5) Business Days thereafter. Upon the request of the Borrower, the Administrative Agent and the Collateral Agent will execute and deliver an Acceptable Intercreditor Agreement with the Loan Parties and one or more Debt Representatives for Indebtedness permitted and expressly contemplated hereunder.

“Accounting Change” has the meaning assigned to such term in Section 1.03.

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary (determined as if references to Holdings and its Restricted Subsidiaries in the definition of the term “Consolidated EBITDA” were references to such Acquired Entity or Business and its Restricted Subsidiaries or to such Converted Restricted Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary, as the case may be.

“Acquired Entity or Business” has the meaning assigned to such term in the definition of “Consolidated EBITDA”.

“Additional Lender” means the banks, financial institutions and other institutional lenders and investors (other than natural persons) that become Lenders in connection with an Incremental Loan or Other Term Loan; provided that no Disqualified Institution may be an Additional Lender.

“Administrative Agent” has the meaning assigned to such term in the preamble to this Agreement.

“Administrative Agent Fees” has the meaning assigned to such term in Section 2.13(1).

“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, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. For purposes of this Agreement and the other Loan Documents, Jefferies LLC and its Affiliates shall be deemed to be Affiliates of Xxxxxxxxx Finance LLC and its Affiliates.

“Agency Fee Letter” means that certain Fee Letter dated as of the date hereof by and among the Borrower and Xxxxxxxxx Finance LLC, as amended, restated, amended and restated, modified or otherwise supplemented.

“Agreed Security Principles” means the principles set forth on Schedule 12 applicable to each Subsidiary of Holdings organized in an Approved Jurisdiction other than the United States, Canada and England and Wales that becomes a Guarantor or a Subsidiary Loan Party after the Closing Date in accordance with Section 5.10.

“Agreement” has the meaning assigned to such term in the introductory paragraph hereof.

“Annual Financial Statements” has the meaning assigned to such term in Section 5.04(1).

“Anti-Corruption Laws” means the Foreign Corrupt Practices Act (US), the Corruption of Foreign Public Officials Act (Canada), the UK Bribery Act of 2010 and all other applicable laws and regulations or ordinances concerning or relating to bribery or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries or Controlled Affiliates of the foregoing is located or is doing business.

“Anti-Money Laundering Laws” means the applicable laws or regulations in any jurisdiction in which any Loan Party or any of its Subsidiaries or Controlled Affiliates of the foregoing is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto, including CAML and the UK Proceeds of Crime Act of 2002.

“Applicable Rate” means, with respect to Initial Term Loans, a percentage per annum equal to (A) 3.00%, in the case of ABR Loans, and (B) 4.00%, in the case of SOFR Loans.

Notwithstanding the foregoing, the Applicable Rate in respect of Incremental Facilities, Other Term Loans and Extended Term Loans shall be the rate per annum specified in the amendment or definitive documentation, as applicable, establishing such facilities.

“Approved Fund” has the meaning assigned to such term in Section 10.04(2).

“Approved Jurisdiction” means the United States, Canada, England and Wales, Belgium, Germany and any other jurisdiction reasonably acceptable to the Administrative Agent from time to time (such consent being subject to structural, tax, legal and regulatory considerations all being reasonably acceptable to the Administrative Agent) and the Required Lenders.

“Arranger Fee Letter” means that certain Arranger Fee Letter, dated the date hereof, by and among the Borrower and the Lead Arrangers, as amended, restated, amended and restated, modified or otherwise supplemented.

“Asset Sale” means any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any Sale and Lease-Back Transaction) to any Person of, any asset or assets of the Borrower or any Restricted Subsidiary and including any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division.

“Assignee” has the meaning assigned to such term in Section 10.04(2).

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Assignee, and accepted by the Administrative Agent and the Borrower (if required by Section 10.04), substantially in the form of Exhibit A-1 or such other form that is approved by the Administrative Agent and reasonably satisfactory to the Borrower.

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

(1) the greater of (x) $215,000,000 and (y) 25% of Consolidated EBITDA for the most recently ended Test Period at the time of determination; plus

(2) 50% of the Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the period (taken as one accounting period and including the predecessor) beginning on the first day of the fiscal quarter in which the Closing Date occurs to the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available at such time; plus

(3) the cumulative amount of cash proceeds and the fair market value (as determined in good faith by the Borrower) of property, assets and marketable securities (other than cash) received by the Borrower or Holdings in connection with the sale or issuance of Equity Interests of the Borrower or Holdings after the Closing Date and on or prior to such date (including upon exercise of warrants or options or in connection with a Permitted Acquisition or other Permitted Investment) which, with respect to proceeds or property received in connection with the sale or issuance of Equity Interests of Holdings, have been contributed to the capital of the Borrower or exchanged for Equity Interests of the Borrower, other than the proceeds of Disqualified Stock, Excluded Contributions, any net cash proceeds that are used prior to such date (a) for Restricted Payments under Section 6.06(1) or Section 6.06(2)(b) or (b) to make a payment in respect of Junior Financing under Section 6.09(2) and equity used to incur Contribution Indebtedness; plus

(4) 100% of the aggregate amount of cash contributions to the capital of the Borrower and the fair market value (as determined in good faith by the Borrower) of property (other than cash) contributed to the capital of the Borrower after the Closing Date, other than the proceeds of Disqualified Stock, Excluded Contributions, any net cash proceeds that are used prior to such date for Restricted Payments under Section 6.06(1) or Section 6.06(2)(b) or to make a payment in respect of Junior Financing under Section 6.09(2) and equity used to incur Contribution Indebtedness; plus

(5) 100% of the aggregate principal amount of any Indebtedness (including the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock) of Holdings or any Restricted Subsidiary issued after the Closing Date (other than Indebtedness (including Disqualified Stock) issued to Holdings, the Borrower or a Restricted Subsidiary), which has been converted into or exchanged for Equity Interests (other than Disqualified Stock) of the Borrower or Holdings (and the fair market value (as determined in good faith by the Borrower) of any property other than cash received by Holdings or any Restricted Subsidiary upon such conversion or exchange); plus

(6) 100% of the aggregate amount of cash (and the fair market value (as determined in good faith by the Borrower) of property other than cash) received by Holdings or any of its Restricted Subsidiaries after the Closing Date from (i) the sale or disposition (other than to Holdings or any Restricted Subsidiary) of the Equity Interests of any Unrestricted Subsidiary or (ii) any dividend or other distribution (including any payment on intercompany Indebtedness) by any such Unrestricted Subsidiary, in each case, to the extent limited to the original amount of the Investment therein made pursuant to the Available Amount; plus

(7) in the event any Unrestricted Subsidiary becomes a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, Holdings, the Borrower or any Restricted Subsidiary, the lesser of (i) the fair market value (as determined in good faith by the Borrower) of the Investments of Holdings, the Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary at the time such Unrestricted Subsidiary becomes a Restricted Subsidiary or at the time of such merger, consolidation, amalgamation, transfer or liquidation (or of the assets transferred or conveyed, as applicable) and (ii) the fair market value (as determined in good faith by the Borrower) of the original Investments by Holdings and its Restricted Subsidiaries in such Unrestricted Subsidiary, in each case, as determined by the Borrower in good faith, in each case, to the extent limited to the original amount of the Investment therein made pursuant to the Available Amount; plus

(8) 100% of the aggregate Net Cash Proceeds received by Holdings and its Restricted Subsidiaries of any sale or disposition of Investments (other than to Holdings, the Borrower or any Restricted Subsidiary) made using the Available Amount and from repurchases and redemptions of such Investments from Holdings and its Restricted Subsidiaries made using the Available Amount by any Person (other than Holdings, the Borrower or any of its Restricted Subsidiaries) and from repayments of loans or advances that constituted Investments made using the Available Amount, in each case, during the period from the Closing Date to and including the date such Net Cash Proceeds are received; plus

(9) 100% of the aggregate returns, profits, distributions and similar amounts received in cash or Cash Equivalents by Holdings and its Restricted Subsidiaries on any Investments made using the Available Amount; minus

(10) to the extent not otherwise applied to prepay any Indebtedness of the Borrower or its Restricted Subsidiaries that would require such prepayment with such amounts that are declined by the Lenders, 100% of the aggregate mandatory prepayments of Term Loans declined by Lenders plus any Below Threshold Asset Sale Proceeds; minus

(11) the use of such Available Amount since the Closing Date.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, 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 Section 1.18.

“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 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 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).

“Bankruptcy Code” has the meaning assigned to such term in the definition of “Obligations”.

“Belgian Civil Code” means the Belgian Burgerlijk Wetboek/Code Civil (as amended from time to time).

“Belgian Loan Party” means any Loan Party having its registered office (statutaire zetel/siège statutaire) in Belgium.

“Belgian Old Civil Code” means the Belgian Oud Burgerlijk Wetboek/Code Civil Ancien (as amended from time to time).

“Belgian Mobilisation Law” means the Belgian mobilisation law of 3 August 2012 on various measures to facilitate the mobilisation of receivables in the financial sector, as amended from time to time.

“Belgian Transaction Security” means the security created or expressed to be created (including all confirmations and acknowledgements thereof) in favor of the Collateral Agent, as agent for the Secured Parties pursuant to any Belgian Security Documents.

“Belgian Transaction Security” means the security created or expressed to be created in favor of the Collateral Agent, as agent for the Secured Parties pursuant to any Belgian Security Documents.

“Below Threshold Asset Sale Proceeds” has the meaning assigned to such term in the definition of “Net Cash Proceeds”.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event 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 Section 1.18.

“Benchmark Replacement” means 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:

(a) the sum of: (i) Daily Simple SOFR and (ii) 0.10%; and

(b) the sum of: (i) the alternate benchmark rate that has been selected and mutually agreed upon by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement shall 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 Available Tenor, 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 and mutually agreed upon by the Administrative Agent and the Borrower giving due consideration to (a) 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 or (b) 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 Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (or, if agreed by the Agent and the Borrower, the earlier of) (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) 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 determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be (or, if agreed between the Administrative Agent and the Borrower, that such Benchmark or such published component will be) non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) 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).

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

(a) 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 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 any Available Tenor of such Benchmark (or such component thereof);

(b) 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 Board, the Federal Reserve Bank of New York, 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), which states that the administrator of such

Benchmark (or such component) has ceased or will cease to provide 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 any Available Tenor of such Benchmark (or such component thereof); or

(c) 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 all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, if the then-current Benchmark has any Available Tenors, 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 the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 1.18 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 1.18.

“Beneficial Owner” has the meaning given to that term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will not be deemed to have beneficial ownership of any securities that such “person” has the right to acquire or vote only upon the happening of any future event or contingency (including the passage of time) that has not yet occurred. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

“Beneficial Ownership Certificate” means a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

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

“Blocking Law” means: (i) any provision of Council Regulation (EC) No. 2271/96 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom; (ii) section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) or any similar provision enacted under or pursuant to the German Foreign Trade Act (Außenwirtschaftsgesetz); or (iii) any similar blocking or anti-boycott law, regulation or statute in force from time to time.

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

“Board of Directors” means, as to any Person, the board of directors, board of managers or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors, board of managers or other governing body of such entity, and the term “directors” means members of the Board of Directors.

“Borrower” has the meaning assigned to such term in the preamble to this Agreement.

“Borrower Materials” has the meaning assigned to such term in Section 10.18.

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

“Borrowing Minimum” means $500,000 (or such lesser amount as agreed by the Administrative Agent in its discretion).

“Borrowing Multiple” means $250,000 (or such lesser amount as agreed by the Administrative Agent in its discretion).

“Borrowing Request” means a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C.

“Budget” has the meaning assigned to such term in Section 5.04(5).

“Business Day” means (a) any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed and (b) when used in connection with an amount that bears interest a rate based on SOFR or any direct or indirect calculation or determination of SOFR, the term “Business Day” means any such day that is also a U.S. Government Securities Business Day.

“CAML” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part II.I of the Criminal Code (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada) and other anti-terrorism laws and “know your client” policies, regulations, laws or rules applicable in Canada, including any guidelines or orders thereunder.

“Canadian Collateral Agreement” means the Canadian Collateral Agreement, dated as of the Closing Date, among the Canadian Loan Parties party thereto and the Collateral Agent, as amended, restated, supplemented and/or otherwise modified from time to time.

“Canadian Defined Benefit Pension Plan” means a pension plan required to be registered under Canadian federal or provincial pension standards legislation which contains a “defined benefit provision,” as that term is defined in subsection 147.1(1) of the ITA.

“Canadian Dollars” and the sign “CA$” means the lawful money of Canada.

“Canadian Loan Party” and “Canadian Loan Parties” means each Person organized under the laws of Canada or a province or territory thereof which is a Loan Party on the day hereof or joined hereto as a Loan Party from time to time and further includes each of their respective successors and permitted assigns.

“Canadian Multi-Employer Pension Plans” means a multi-employer plan within the meaning of the regulations under the ITA and applicable pension standards legislation in Canada to which a Loan Party contributes or is required to contribute for its employees or former employees employed in Canada.

“Canadian Pension Event” means where (a) any Loan Party terminates, in whole or in part, any Canadian Defined Benefit Pension Plan which could result in any material liability to any Loan Party; or (b) any Governmental Authority indicates its intention or takes any steps to initiate the termination, in whole or in part, or the appointment of a replacement administrator of any Canadian Defined Benefit Pension Plan which could result in any material liability to any Loan Party.

“Canadian Pension Plans” means each pension plan required to be registered under Canadian federal or provincial pension standards legislation that is sponsored, administered, contributed to or required to be contributed to by a Loan Party or any Subsidiary of any Loan Party for its employees or former employees or under which any Loan Party or any Subsidiary of any Loan Party has any liability, but does not include any Canadian Multi-Employer Pension Plans, or the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.

“Canadian Security Documents” shall mean, collectively, the following agreements, documents and instruments governed by the laws of Canada or any province or territory thereof (in each case together with all amendments, modifications, supplements, renewals, extensions, restatements, substitutions and replacements thereto and thereof): (a) any security agreement or guarantee by a Loan Party in favor of Collateral Agent, including, without limitation, the Canadian Collateral Agreement dated as of the Closing Date, (b) any intellectual property security agreement between a Loan Party and Collateral Agent, and (c) any deed of hypothec by a Loan Party in favor of Collateral Agent.

“Capital Expenditures” means, for any period, the aggregate of all expenditures incurred by Holdings and its Restricted Subsidiaries during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the consolidated statement of cash flows of Holdings and its Restricted Subsidiaries for such period; provided that Capital Expenditures will not include:

(1) expenditures to the extent they are made with (a) Equity Interests of Holdings or (b) proceeds of the issuance of Equity Interests of, or a cash capital contribution to, the Borrower after the Closing Date;

(2) expenditures with proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the business of Holdings and its Restricted Subsidiaries;

(3) interest capitalized during such period;

(4) expenditures that are accounted for as capital expenditures of such Person and that actually are paid for by a third party (excluding Holdings and any Restricted Subsidiary) and for which none of Holdings or any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other Person (whether before, during or after such period) (it being understood that notwithstanding the foregoing, landlord financed improvements to leased real property shall be excluded from “Capital Expenditures” pursuant to this clause (4));

(5) the book value of any asset owned by Holdings or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a Capital Expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that any expenditure necessary in order to permit such asset to be reused will be included as a Capital Expenditure during the period that such expenditure is actually made;

(6) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (a) used or surplus equipment traded in at the time of such purchase or (b) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business; or

(7) Investments in respect of a Permitted Acquisition; or

(8) the purchase of property, plant or equipment to the extent purchased with the proceeds of Asset Sales that are not applied to prepay Term Loans pursuant to Section 2.12(2).

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

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, units, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests or units (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Captive Insurance Company” means a Wholly Owned Subsidiary of the Borrower created solely for providing self-insurance for the Borrower and its Subsidiaries and engaging in no other activities other than activities ancillary thereto and necessary for the maintenance of corporate existence.

“Cash Equivalents” means:

(1) Dollars, Canadian Dollars, Japanese yen, Sterling, Euros or the national currency of any participating member of the European Union or, in the case of any Foreign Subsidiary, any local currencies held by it from time to time in the ordinary course of business and not for speculation;

(2) direct obligations of the United States of America, Canada or any member of the European Union or the United Kingdom or any agency thereof or obligations guaranteed by the United States of America or any member of the European Union or the United Kingdom or any agency thereof, in each case, with maturities not exceeding two years;

(3) time deposits, eurodollar time deposits, certificates of deposit and money market deposits, in each case, with maturities not exceeding one year from the date of acquisition thereof, and overnight bank deposits, in each case, with any commercial bank having capital, surplus and undivided profits of not less than $250,000,000 in the case of U.S. banks and $100,000,000 (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks;

(4) repurchase obligations for underlying securities of the types described in clause (2) or (3) above or clause (6) below entered into with a bank meeting the qualifications described in clause (3) above;

(5) commercial paper or variable or fixed rate notes maturing not more than two years after the date of acquisition issued by a corporation rated at least “P-2” by Xxxxx’x or “A-2” by S&P (or reasonably equivalent ratings of another internationally recognized rating agency);

(6) securities with maturities of two years or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, having one of the two highest rating categories obtainable from either Xxxxx’x or S&P (or reasonably equivalent ratings of another internationally recognized rating agency);

(7) Indebtedness issued by Persons with a rating of at least “A-2” by Xxxxx’x or “A” by S&P (or reasonably equivalent ratings of another internationally recognized rating agency), in each case, with maturities not exceeding two years from the date of acquisition, and marketable short-term money market and similar securities having a rating of at least “P-2” or “A-2” from either Xxxxx’x or S&P (or reasonably equivalent ratings of another internationally recognized rating agency);

(8) Investments in money market funds with average maturities of 12 months or less from the date of acquisition that are rated “Aaa3” by Xxxxx’x and “AAA” by S&P (or reasonably equivalent ratings of another internationally recognized rating agency);

(9) instruments equivalent to those referred to in clauses (1) through (8) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above customarily utilized in the countries where any such Restricted Subsidiary is located or in which such Investment is made;

(10) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (1) through (9) above;

(11) shares of investment companies that are registered under the Investment Company Act of 1940 and substantially all the investments of which are one or more of the types of securities described in clauses (1) through (10) above; and

(12) in the case of any Foreign Subsidiary, investments of comparable tenure and credit quality to those described in the foregoing clauses (1) through (10) or other high quality short term investments, in each case, customarily utilized in countries in which such Foreign Subsidiary operates for short term cash management purposes.

“Cash Interest Coverage Ratio” means, as of any date, the ratio of (1) Consolidated EBITDA to (2) the sum of (a) Consolidated Cash Interest Expense and (b) with respect to the incurrence of Ratio Debt, all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock, in each case, for the then most recently ended Test Period, calculated on a Pro Forma Basis.

“Cash Management Bank” means any provider of Cash Management Services designated by the Borrower to the Administrative Agent in writing as a “Cash Management Bank”.

“Cash Management Obligations” means obligations owed by any Loan Party or any of its Restricted Subsidiaries to any Cash Management Bank in respect of or in connection with Cash Management Services or and designated by the Cash Management Bank and the Borrower in writing to the Administrative Agent as “Cash Management Obligations” under this Agreement (which designation shall include a designation of such Cash Management Bank in accordance with the definition thereof (if not previously designated as a Cash Management Bank) and such Cash Management Bank’s agreement to be bound by Sections 9.01, 9.04, 9.08 and Section 10.16 hereof) (but only if and so long as such obligations have not been and do not become designated as “Cash Management Obligations” under the ABL Credit Agreement).

“Cash Management Services” means any treasury or cash management services (including, without limitation, controlled disbursement, automated clearing house transactions, return items, overdrafts and interstate depository network services), depository, pooling, netting, stored value card, purchase card (including so called “procurement card” or “P-card”), debit card, credit card, Worldwide Interbank Financial Telecommunication transfers, operational foreign exchange management, dealer incentive, supply chain finance services (including, without limitation, trade payable services and supplier accounts receivables purchases) and similar services.

“Casualty Event” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CFC” means a controlled foreign corporation within the meaning of Section 957 of the Code.

A “Change in Control” will be deemed to occur if at any time,

(1) Holdings ceases to Beneficially Own, directly or indirectly, 100% of the issued and outstanding Equity Interests of the Borrower or,

(2) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act, but excluding any employee benefit plan of such Person and its subsidiaries and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), acquires Beneficial Ownership of Voting Stock of Holdings representing more than 35% of the aggregate ordinary voting power for the election of directors represented by the issued and outstanding Equity Interests of Holdings (determined on a fully diluted basis but without giving effect to contingent voting rights that have not yet vested).

“Change in Law” means (a) the adoption or taking effect of any law, rule, regulation or treaty after the date of this Agreement or, in the case of an assignee, such an adoption or taking effect after the date such Person became a party to this Agreement after the Closing Date, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority after the date of this Agreement or, in the case of an assignee, such a change after the date such Person became a party to this Agreement after the Closing Date, (c) any new, or adjustment to, requirements prescribed by the Board of Governors for “Eurocurrency Liabilities” (as defined in Regulation D of the Board of Governors), requirements imposed by the Federal Deposit Insurance Corporation, or similar requirements imposed by any domestic or foreign governmental authority or resulting from compliance by Administrative Agent or any Lender with any request or directive (whether

or not having the force of law) from any central bank or other Governmental Authority and related in any manner to SOFR, the Term SOFR Reference Rate or Term SOFR, or (d) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority after the date of this Agreement or, in the case of an assignee, such a making or issuance after the date such Person became a party to this Agreement, including the compliance by any Lender or by any lending office of such Lender or by such Lender’s holding company (if any) therewith; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Charges” has the meaning assigned to such term in Section 10.10.

“Class” means (a) when used with respect to Lenders, the Lenders under a Term Facility and (b) when used with respect to Loans, Commitments or Borrowings, Loans, Commitments or Borrowings under a Term Facility.

“Closing Date” means November 17, 2023.

“Closing Date Refinancing” means the repayment in full of that certain Bridge Credit Agreement, dated as of September 28, 2023, by and among¸ inter alios, Holdings, the Borrower and Xxxxxxxxx Finance LLC, as administrative agent, collateral agent and lender (as amended, restated, supplemented and/or otherwise modified from time to time), and the termination of all obligations related thereto.

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

“Collateral” means any and all property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject (or purported to be subject) to a security interest or Lien in favor of the Collateral Agent to secure any Obligations.

“Collateral Agent” has the meaning assigned to such term in the preamble to this Agreement.

“Collateral Agreement” means the Collateral Agreement, dated as of the Closing Date, among the Loan Parties party thereto and the Collateral Agent, as amended, restated, supplemented and/or otherwise modified from time to time.

“Commitment” means an Initial Commitment or other obligation to make Term Loans to the Borrower hereunder, expressed as an amount representing the maximum principal amount of the applicable Term Loans to be made by such Lender under this Agreement or in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto, as applicable, in each case, as such amount may be adjusted from time to time in accordance with this Agreement, as the context may require.

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

“Conforming Changes” means, with respect to either the use or administration of Term SOFR, Daily Simple SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” 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, the applicability and length of lookback periods, the applicability of Section 1.18 and other technical, administrative or operational matters) that Administrative Agent decides, in consultation with the Borrower, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Administrative Agent in a manner substantially consistent with market practice (or, if Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as Administrative Agent decides, in consultation with the Borrower, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

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

“Consolidated Cash Interest Expense” means, with respect to any Person for any period, the cash interest expense (including that attributable to Capital Lease Obligations), net of cash interest income, of Holdings and its Restricted Subsidiaries with respect to all outstanding Indebtedness of Holdings and its Restricted Subsidiaries, including all cash commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net cash costs under hedging agreements, but excluding

(i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non cash interest (including as a result of the effects of acquisition method accounting or pushdown accounting),

(ii) non cash interest expense attributable to the movement of the mark to market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815 Derivatives and Hedging,

(iii) any one time cash costs associated with breakage in respect of hedging agreements for interest rates,

(iv) [reserved],

(v) any “additional interest” owing pursuant to a registration rights agreement with respect to any securities,

(vi) any payments with respect to make whole premiums or other breakage costs of any indebtedness, including, without limitation, any Indebtedness issued in connection with the Transactions,

(vii) penalties and interest relating to taxes,

(viii) accretion or accrual of discounted liabilities not constituting indebtedness,

(ix) interest expense attributable to a direct or indirect parent entity resulting from push down accounting,

(x) any expense resulting from the discounting of indebtedness in connection with the application of recapitalization or purchase accounting, and

(xi) pay in kind interest expense of Holdings and its Restricted Subsidiaries payable pursuant to the terms of the agreements governing such debt for borrowed money,

all as calculated on a consolidated basis in accordance with GAAP.

“Consolidated Debt” means, as of any date, the sum (without duplication) of all Indebtedness (other than letters of credit or bank guarantees to the extent undrawn or drawn and reimbursed within two (2) Business Days) consisting of Capital Lease Obligations, Indebtedness for borrowed money (including all drawn letters of credit and bank guarantees not reimbursed within two Business Days) and purchase money Indebtedness of Holdings and its Restricted Subsidiaries and all Guarantees of the foregoing, determined on a consolidated basis in accordance with GAAP, based upon the financial statements for the most recent four fiscal quarter period (x) other than as provided in clause (y) below, available internally as of the date of determination, or (y) solely with respect to the calculation of the Required ECF Percentage for which Required Financial Statements have been delivered (or were required to be delivered), in each case, calculated on a Pro Forma Basis, as such amount may be adjusted to reflect the effect (as determined by the Borrower in good faith) of any Hedge Agreement or other derivative instrument entered into in respect of the currency exchange risk relating to such Indebtedness, calculated on a mark-to-market basis; provided that, notwithstanding anything to the contrary in the foregoing, Consolidated Debt shall not include any intercompany indebtedness among Holdings and/or the Restricted Subsidiaries. For the avoidance of doubt, outstanding Indebtedness pursuant to the ABL Credit Agreement and any Third-Party Vendor Financing Program or Qualified Receivables Transaction will constitute Consolidated Debt.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income of the Borrower for such period:

(1)

increased, in each case to the extent deducted in calculating such Consolidated Net Income (other than in respect of clauses (k) and (l)) (and without duplication), by:

(a)

provision for taxes based on income, profits or capital, including state, franchise, provincial, excise and similar taxes and foreign withholding taxes paid or accrued, including any penalties and interest relating to any tax examinations, and state taxes in lieu of business fees (including business license fees) and payroll tax credits, income tax credits and similar tax credits, and including an amount equal to the amount of tax distributions for such taxes actually made to Holdings in respect of such period (in each case, to the extent attributable to the operations of the Borrower and its Subsidiaries), which will be included (without duplication) as though such amounts had been paid as income taxes directly by the Borrower; plus

(b)

Consolidated Interest Expense; plus

(c)

any loss, charge, expense, cost, accrual or reserve of any kind (i) attributable to the planning, undertaking and/or implementation of cost savings or strategic initiatives, business optimization, cost rationalization programs, operating expense reductions and/or other initiatives, actions or synergies (including, without limitation, in connection with any integration, restructuring or transition), (ii) relating to the closure, abandonment or consolidation of any facility and/or discontinued operations or product lines (including but not limited to severance, rent termination costs, moving costs and legal costs), any systems implementation, any expansion and/or relocation or any entry into a new market, or (iii) relating to any severance, any signing, retention or completion bonus, or any modification to any pension and post-retirement employee benefit plan; provided that the aggregate amount included pursuant to this clause (c), taken together with the aggregate amount included pursuant to clause (k) below and clause (2) of the definition of “Pro Forma Basis”, shall not exceed the Shared EBITDA Cap; plus

(d)

all depreciation and amortization (including amortization of (A) intangible assets, including capitalized software expenditures, deferred financing fees, debt issuance costs, commissions, fees and expenses, bridge, commitment and other financing fees, discounts and yield and (B) unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits) losses, charges and expenses; plus

(e)

all

(i)

losses, charges and expenses relating to the Transactions;

(ii)

other customary, non-recurring fees, costs and expenses (including legal, structuring and other costs and expenses), or any amortization thereof, related to the Transactions (including all expenses related thereto);

(iii)

extraordinary, infrequent, unusual or non-recurring charges, expenses or losses;

(iv)

transaction fees, costs and expenses incurred in connection with the consummation of any transaction that is out of the ordinary course of business (or any transaction proposed but not consummated) permitted under this Agreement, including equity issuances, investments, acquisitions, dispositions, recapitalizations, mergers, option buyouts and the incurrence, modification, refinancing or repayment of Indebtedness permitted to be incurred under this Agreement (including any Permitted Refinancing Indebtedness in respect thereof) or any amendments, waivers or other modifications (whether or not successful) under the agreements relating to such Indebtedness or similar transactions and all ratings agency costs and expenses;

(v)

without duplication of any of the foregoing, non-operating or non-recurring professional fees, costs and expenses for such period;

(vi)

costs and expenses in connection with new product launches;

(vii)

[reserved];

(viii)

non-cash charges, expenses or losses (including (x) relating to the granting or vesting of restricted stock, stock options, warrants, stock appreciation and similar rights, “phantom” stock plans, non-compete agreements and other similar agreements, and (y) resulting from liabilities under permitted Hedge Agreements) and transaction fees and expenses incurred in connection with entering into permitted Hedge Agreements (provided that if any such non-cash charges, expenses or losses represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(ix)

any director’s fees payable in cash during such period to any director of the Borrower (or any direct or indirect holding company parent of the Borrower, including Holdings), and the reimbursement of reasonable out-of-pocket costs and expenses for employees, consultants, directors, officers and board observers of the Borrower (or any direct or indirect holding company parent of the Borrower, including Holdings) or its Subsidiaries in the ordinary course of business; plus

(f)

any expense or deduction attributable to minority Equity Interests of third parties in any Restricted Subsidiary that is not a Wholly Owned Subsidiary of the Borrower; plus

(g)

[reserved]; plus

(h)

earn-out and contingent obligations (included to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments, non-compete agreements and similar agreements and expenses related thereto incurred in connection with any Permitted Acquisition or other Investment; plus

(i)

all charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of Equity Interests held by officers or employees of Holdings, the Borrower or any Subsidiary and all losses, charges and expenses related to payments made to holders of options or other derivative Equity Interests in the common equity of Holdings or the Borrower in connection with, or as a result of, any distribution being made to equity holders of such Person or any of its direct or indirect parents, which payments are being made to compensate such option holders as though they were equity holders at the time of, and entitled to share in, such distribution; plus

(j)

all non-cash losses, charges and expenses, including any write-offs or write-downs; provided that if any such non-cash charge represents an accrual or reserve for potential cash items in any future four-fiscal quarter period (i) the Borrower may determine not to add back such non-cash charge in the period for which Consolidated EBITDA is being calculated and (ii) to the extent the Borrower does decide to add back such non-cash charge, the cash payment in respect thereof in such future four-fiscal quarter period will be subtracted from Consolidated EBITDA for such future four-fiscal quarter period; plus

(k)

pro forma “run rate” cost savings, operating expense reductions, restructuring charges and synergies related to operational efficiencies, strategic initiatives and cost saving initiatives, acquisitions, divestitures, other specified transactions, restructurings, Permitted Acquisitions or any other acquisition that constitutes a Permitted Investment and other initiatives and actions, in each case, reasonably expected by the Borrower to be realized based upon actions that have been taken as of the date of such calculation, or as of the date of such calculation are reasonably expected to be taken within 24 months of the date of such calculation, without duplication of the amount of actual benefits realized during such period from such action, which cost savings, operating expense reductions, restructuring charges and synergies are factually supportable and reasonably identifiable in the good faith determination of the Borrower, as certified in writing by a Financial Officer of the Borrower or Holdings; provided that the aggregate amount included pursuant to this clause (k), taken together with the aggregate amount included pursuant to clause (c) above and clause (2) of the definition of “Pro Forma Basis”, shall not exceed the Shared EBITDA Cap; plus

(l)

cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (2) below for any previous period and not added back; and

(2)

decreased, without duplication and to the extent increasing such Consolidated Net Income for such period, by non-cash gains (excluding any non-cash gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that were deducted (and not added back) in the calculation of Consolidated EBITDA for any prior period ending after the Closing Date).

Notwithstanding the foregoing, there shall be included in determining Consolidated EBITDA for any period, without duplication (and in each case determined on the same basis as the definition of “Consolidated EBITDA” and “Pro Forma Basis”),

(A) the Acquired EBITDA of any Person or business, or attributable to any property or asset acquired by Holdings or any of its Restricted Subsidiaries during such period (but not the Acquired EBITDA of any related Person or business or any Acquired EBITDA attributable to any assets or property, in each case to the extent not so acquired) to the extent not subsequently sold, transferred, abandoned or otherwise disposed of by Holdings or such Restricted Subsidiary (each such Person, business, property or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on the Acquired EBITDA of such entity for such period; and

(B) an adjustment in respect of each Acquired Entity or Business and Converted Restricted Subsidiary equal to the amount of the pro forma effect with respect to such Acquired Entity or Business Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred, abandoned or otherwise disposed of, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by Holdings or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”), in each case, based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period; provided that notwithstanding any classification under GAAP of any Person or business in respect of which a definitive agreement for the disposition thereof has been entered into or classified as discontinued operations, the Disposed EBITDA of such Person or business shall not be excluded until such disposition has been consummated.

“Consolidated First Lien Debt” means, as of any date, all Consolidated Debt of Holdings and its Restricted Subsidiaries as of such date that is secured by a Lien on any assets of Holdings and its Restricted Subsidiaries on a “first” lien basis on any assets of Holdings or its Restricted Subsidiaries securing the Obligations, determined based upon the financial statements for the most recent four fiscal quarter period available internally as of the date of determination, calculated on a Pro Forma Basis. For the avoidance of doubt, outstanding Indebtedness pursuant to the ABL Credit Agreement and any Third-Party Vendor Financing Program or Qualified Receivables Transaction will constitute Consolidated First Lien Debt.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1) the aggregate interest expense of such Person and its Restricted Subsidiaries for such period, calculated on a consolidated basis in accordance with GAAP, to the extent such expense was deducted in computing Consolidated Net Income (including pay-in-kind interest payments, amortization of original issue discount, the interest component of Capital Lease Obligations and net payments and receipts (if any) pursuant to Hedge Agreements relating to interest rates (other than in connection with the early termination thereof) but excluding any non-cash interest expense attributable to the movement in the mark-to-market valuation of hedging obligations, all amortization or write-off of financing costs, accretion or accrual of discounted liabilities not constituting Indebtedness, any expense resulting from discounting of Indebtedness in conjunction with recapitalization or purchase accounting, any “additional interest” in respect of registration rights arrangements for any securities, any expenses and expensing of bridge, commitment and interest with respect to Indebtedness of any Parent appearing upon the balance sheet of the Borrower solely by reason of push-down accounting under GAAP); plus

(2) consolidated capitalized interest of the referent Person and its Restricted Subsidiaries for such period, whether paid or accrued; plus

(3) any amounts paid or payable in respect of interest on Indebtedness the proceeds of which have been contributed to the referent Person and that has been Guaranteed by the referent Person; less

(4) interest income of the referent Person and its Restricted Subsidiaries for such period;

provided that when determining Consolidated Interest Expense in respect of any four-quarter period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense will be calculated by multiplying the aggregate Consolidated Interest Expense accrued since the Closing Date by 365 and then dividing such product by the number of days from and including the Closing Date to and including the last day of such period. For purposes of this definition, interest on Capital Lease Obligations will be deemed to accrue at the interest rate reasonably determined by the Borrower to be the rate of interest implicit in such Capital Lease Obligations in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries for such period, calculated on a consolidated basis in accordance with GAAP and before any deduction for preferred stock dividends; provided that:

(1)

all net after-tax extraordinary, infrequent, nonrecurring or unusual gains, losses, income, expenses, costs, accruals, charges and reserves of any kind, and in any event including all (i) restructuring, severance, rent, relocation, retention, consolidation, integration or other similar charges and expenses, (ii) contract termination costs, (iii) litigation and other legal costs, (iv) excess pension charges, (v) system establishment charges, (vi) start-up or closure or transition costs, (vii) expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, (viii) fees, expenses or charges relating to curtailments, severance, signing, retention or completion bonus, or any pension and post-retirement employee benefit plans (and any modifications thereto) in connection with the Transactions or otherwise, (ix) expenses or charges associated with the shut down or consolidation of facilities or offices and/or discontinued operations (including but not limited to severance, rent termination costs, moving costs and legal costs), (x) opening costs, cost savings or strategic initiatives, business optimization, cost rationalization programs, operating expense reductions, systems implementations,

expansion and/or relocation or any entry into a new market, other initiatives, actions or synergies (including, without limitation, in connection with any integration, restructuring or transition), and (xi) any fees, expenses, charges or change in control payments related to the Transactions or otherwise (including any transition-related expenses incurred before, on or after the Closing Date), will be excluded;

(2)

all net after-tax income, loss, expense or charge from abandoned, closed or discontinued operations and any net after-tax gain or loss on the disposal of abandoned, closed or discontinued operations will be excluded;

(3)

all net after-tax gain, loss, expense or charge attributable to business dispositions (including Equity Interests of any Person) and asset dispositions or abandonments other than in the ordinary course of business (as determined in good faith by the Borrower) will be excluded;

(4)

all net after-tax income, loss, expense or charge attributable to the early extinguishment, modification or cancellation of Indebtedness, Hedge Agreements or other derivative instruments will be excluded;

(5)

all non-cash gain, loss, expense or charge attributable to the movement in the mark-to-market valuation of Hedge Agreements or other derivative instruments will be excluded;

(6)

(a) the net income for such period of any Person that is not a Restricted Subsidiary of the referent Person, or that is accounted for by the equity method of accounting, will be included only to the extent of the amount of dividends or distributions or other payments that are or are permitted to be paid in cash (or converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period; and (b) the net income for such period will include any ordinary course dividends, distributions or other payments in cash received from any such Person during such period in excess of the amounts included in clause (a) hereof;

(7)

the cumulative effect of a change in accounting principles during such period will be excluded;

(8)

the effects of purchase accounting, fair value accounting or recapitalization accounting adjustments (including the effects of such adjustments pushed down to the referent Person and its Restricted Subsidiaries) resulting from the application of purchase accounting, fair value accounting or recapitalization accounting in relation to the Transactions or any acquisition consummated before or after the Closing Date, and the amortization, write-down or write-off of any amounts thereof, net of taxes, will be excluded;

(9)

all non-cash impairment charges and asset write-ups, write-downs and write-offs will be excluded;

(10)

all non-cash charges or expenses realized in connection with or resulting from stock option plans, employee benefit plans or agreements or post-employment benefit plans or agreements, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other similar rights will be excluded;

(11)

any costs or expenses incurred in connection with the payment of dividend equivalent rights to option holders pursuant to any management equity plan, stock option plan or any other management or employee benefit plan or agreement or post-employment benefit plan or agreement will be excluded;

(12)

accruals and reserves for liabilities or expenses that are established or adjusted as a result of the Transactions or any acquisition constituting an Investment will be excluded;

(13)

all amortization and write-offs of deferred financing fees, debt issuance costs, commissions, fees and expenses and expensing of any bridge, commitment or other financing fees will be excluded;

(14)

any currency translation gains and losses related to changes in currency exchange rates (including remeasurements of Indebtedness and any net loss or gain resulting from Hedge Agreements for currency exchange risk), will be excluded;

(15)

(a) the non-cash portion of “straight-line” rent expense will be excluded and (b) the cash portion of “straight-line” rent expense that exceeds the amount expensed in respect of such rent expense will be included;

(16)

expenses and lost profits with respect to liability or casualty events or business interruption will be disregarded to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer, but only to the extent that such amount (a) has not been denied by the applicable carrier in writing and (b) is in fact reimbursed within 365 days of the date on which such liability was discovered or such casualty event or business interruption occurred (with a deduction for any amounts so added back that are not reimbursed within such 365-day period); provided that any proceeds of such reimbursement when received will be excluded from the calculation of Consolidated Net Income to the extent the expense or lost profit reimbursed was previously disregarded pursuant to this clause (16);

(17)

losses, charges and expenses that are covered by indemnification or other reimbursement provisions in connection with any Investment, acquisition or asset disposition will be excluded to the extent actually reimbursed, or, so long as such Person has made a determination that a reasonable basis exists for indemnification or reimbursement, but only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days);

(18)

non-cash charges for deferred tax asset valuation allowances will be excluded; and

(19)

any non-cash decrease or increase in revenues resulting from the revaluation of inventory (including any impact of changes to inventory valuation policy methods including changes in capitalization of variances) will be excluded.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds actually received from business interruption insurance and reimbursements of any expenses and charges pursuant to indemnification or other reimbursement provisions in connection with any Investment or any sale, conveyance, transfer or other disposition of assets, in each case, permitted under the terms hereof.

“Consolidated Secured Debt” means, as of any date, all Consolidated Debt of Holdings and its Restricted Subsidiaries as of such date, determined based upon the financial statements for the most recent four fiscal quarter period that is secured by a Lien on any assets of Holdings and its Restricted Subsidiaries, available internally as of the date of determination, calculated on a Pro Forma Basis. For the avoidance of doubt, outstanding Indebtedness pursuant to the ABL Credit Agreement and any Third-Party Vendor Financing Program or Qualified Receivables Transaction will constitute Consolidated Secured Debt.

“Consolidated Total Debt” means, as of any date, the Consolidated Debt of Holdings and its Restricted Subsidiaries as of such date, determined based upon the financial statements for the most recent four fiscal quarter period (x) other than as provided in clause (y) below, available internally as of the date of determination, and (y) solely with respect to the calculation of the Required ECF Percentage, for which Required Financial Statements have been delivered (or were required to be delivered), in each case, calculated on a Pro Forma Basis.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing or having the economic effect of guaranteeing any leases, dividends or other obligations that, in each case, do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent,

(a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, or

(b) to advance or supply funds

(i) for the purchase or payment of any such primary obligation, or

(ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primarily obligor to make payment of such primary obligation against loss in respect thereof, or

(d) as an account party in respect of any letter of credit, letter of guaranty or bankers’ acceptance.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Contribution Indebtedness” has the meaning assigned to such term in Section 6.01(16).

“Contribution Notice” means a contribution notice issued by the Pensions Regulator under Section 38 or Section 47 of the Pensions Act 2004 of the United Kingdom.

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

“Converted Restricted Subsidiary” has the meaning assigned to such term in the definition of “Consolidated EBITDA”.

“Converted Unrestricted Subsidiary” has the meaning assigned to such term in the definition of “Consolidated EBITDA”.

“Credit Agreement Refinancing Indebtedness” means secured or unsecured Indebtedness of the Borrower or any Loan Party in the form of one or more series of term loans or notes; provided that:

(1) such Indebtedness is incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part (and such exchange, extension, renewal, replacement or refinancing occurs substantially concurrently with, or within one Business Day of, such incurrence or obtainment), Indebtedness (“Refinanced Debt”) that is existing Term Loans or other Credit Agreement Refinancing Indebtedness;

(2)

such Indebtedness is in an original aggregate principal amount not greater than the principal amount of the Refinanced Debt (plus the amount of unpaid accrued or capitalized interest and premiums thereon (including tender premiums), underwriting discounts, defeasance costs, fees, commissions and expenses in connection therewith);

(3)

other than with respect to Customary Bridge Loans, the Weighted Average Life to Maturity of such Indebtedness is equal to or longer than the remaining Weighted Average Life to Maturity of the Refinanced Debt unless the Lenders of the other Classes of Term Loans are also offered by the Borrower the same percentage amortization prepayment per annum for the corresponding year (provided that each individual Lender will be deemed to have rejected such offer unless such Lender notifies the Administrative Agent that it has accepted such offer within a time period to be determined after that date of such offer), and the final maturity date of such Credit Agreement Refinancing Indebtedness is not earlier than the maturity date of the Refinanced Debt;

(4)

such Indebtedness may participate on a pro rata basis or less than pro rata basis in any mandatory prepayments hereunder;

(5)

to the extent secured, such Indebtedness is not secured by any assets or property of any Restricted Subsidiary that does not constitute Collateral (subject to customary exceptions for cash collateral in favor of an agent, letter of credit issuer or similar “fronting” lender);

(6)

such Indebtedness is not guaranteed by any Restricted Subsidiary that is not a Loan Party;

(7)

if such Indebtedness is secured:

(a) on a pari passu basis with the Loans, a Debt Representative acting on behalf of the holders of such Indebtedness has become party to or is otherwise subject to the provisions of the applicable Acceptable Intercreditor Agreement(s);

(b) on a junior basis to the Loans, a Debt Representative, acting on behalf of the holders of such Indebtedness, has become party to or is otherwise subject to the provisions of the applicable Acceptable Intercreditor Agreement(s);

(8) if such Refinanced Debt (x) is unsecured, then such Indebtedness shall be unsecured and (y) is secured on a junior basis to the Loans, then such Indebtedness shall be unsecured or secured on a junior basis to the Loans and subject to an Acceptable Intercreditor Agreement;

(9) if such Refinanced Debt is subordinated in right of payment to the Obligations, then such Indebtedness shall be subordinated in right of payment to such Obligations on terms at least as favorable in all material respects to the Lenders (as determined in good faith by the Borrower); and

(10) the terms and conditions of such Indebtedness (x) shall be substantially identical to, or, taken as a whole, not materially more favorable to the lenders or holders providing such Indebtedness than, those applicable to such Refinanced Debt, as determined in good faith by the Borrower, except to the extent any such materially more favorable terms (i) are provided to the Lenders of the existing Term Loans pursuant to an amendment to this Agreement only requiring execution by the Borrower and no other Person, (ii) only apply after the Maturity Date of the Initial Term Loans or (iii) are otherwise acceptable to the Administrative Agent, or (y) shall reflect market terms and conditions at the time of incurrence or issuance thereof as determined in good faith by the Borrower;

provided that, this clause (10) will not apply to:

(a) terms addressed in the preceding clauses (1) through (7);

(b) (i) interest rate, fees, funding discounts and other pricing terms; (ii) redemption, prepayment or other premiums; (iii) optional prepayment terms; and (iv) redemption terms; or

(c) covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness.

Credit Agreement Refinancing Indebtedness will include any Registered Equivalent Notes issued in exchange therefor.

“Covered Entity” means any of the following:

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

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

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

“Covered Party” has the meaning specified therefor in Section 10.26 of this Agreement.

“CPS” means the Crown Prosecution Service of the United Kingdom (or any successor or replacement body from time to time).

“Credit Extension” means the making of a Loan by any Lender.

“Criminal Pension Power” means any action taken under, pursuant to, or in connection with, section 58A, section 58B, section 58C or section 58D of the Pensions Act 2004 of the United Kingdom.

“Current Assets” means, as of any date, all assets (other than cash, Cash Equivalents or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Restricted Subsidiaries as “current assets” (other than amounts related to current or deferred Taxes based on income or profits), determined based upon the then most recently ended Test

Period and calculated on a Pro Forma Basis, but excluding: (i) Hedge Agreements to the extent that the mark-to-market Swap Termination Value would be reflected as an asset on the consolidated balance sheet of the Borrower, (ii) deferred financing fees and (iii) in the event that a Qualified Receivables Transaction is accounted for off balance sheet, (x) gross accounts receivable comprising part of the receivables and other related assets subject to such Qualified Receivables Transaction minus (y) collection by the Borrower against the amounts sold pursuant to clause (x).

“Current Liabilities” means, as of any date, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Restricted Subsidiaries as “current liabilities,” other than:

(1)

the current portion of any Indebtedness (including the Swap Termination Value of any Hedge Agreements);

(2)

accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense that is due and unpaid);

(3)

accruals for current or deferred Taxes based on income or profits;

(4)

accruals, if any, of transaction costs resulting from the Transactions;

(5)

accruals of any costs or expenses related to (a) severance or termination of employees prior to the Closing Date or (b) bonuses, pension and other post-retirement benefit obligations or (c) restructuring reserves; and

(6)

any earn-out obligations, purchase price adjustments, deferred purchase money amounts, milestone and/or bonus payments (whether performance or time-based), in each case, characterized as such and, arising expressly out of purchase and sale contracts; and

(7)

the outstanding principal amount of loans and the outstanding amount of letter or credit reimbursement obligations and the aggregate undrawn face amount of letters of credit, in each case, under the ABL Credit Agreement or any other revolving line of credit,

in each case, calculated on a Pro Forma Basis.

“Customary Bridge Loans” means customary bridge loans with a maturity date of no longer than one year that provides for an automatic extension or conversion (subject to customary conditions, if any) into permanent loans or notes; provided that (a) the Weighted Average Life to Maturity of any loan or note which is exchanged for or otherwise replaces such bridge loans (including by way of automatic conversion) is not shorter than the Weighted Average Life to Maturity of the then existing Term Loans (or in the case of Credit Agreement Refinancing Indebtedness the Refinanced Debt or in the case of Permitted Refinancing Indebtedness the Indebtedness being Refinanced) at the time of incurrence of such bridge loans and (b) the final maturity date of any loan or note which is exchanged for or otherwise replaces such bridge loans (including by way of automatic conversion) is not earlier than the Latest Maturity Date of the Term Loans (or in the case of Credit Agreement Refinancing Indebtedness the final maturity date of the Refinanced Debt or in the case of Permitted Refinancing Indebtedness the final maturity date of the Indebtedness being Refinanced) on the date of the incurrence of such bridge loans.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day the “SOFR Determination Date”) that is five (5) Business Days (or such other period as determined by the Borrower and the Administrative Agent based on then prevailing

market conventions) prior to (i) if such SOFR Rate Day is a Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a Business Day, the Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 pm (New York City time) on the second (2^nd) Business Day immediately following any SOFR Determination Date, the SOFR in respect of such SOFR Determination Date has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then the SOFR for such SOFR Determination Date will be the SOFR as published in respect of the first preceding Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days.

“Debtor Relief Laws” means the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring Act (Canada), the reorganization or arrangement provisions of applicable corporate statutes, the UK Insolvency Act, the UK Corporate Insolvency and Governance Act and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, arrangement, receivership, administrative receivership, insolvency, reorganization, or similar debtor relief laws of the United States, England and Wales, the United Kingdom, Canada or other applicable jurisdictions from time to time in effect.

“Debt Representative” means, with respect to any Indebtedness that is secured on a pari passu basis with, or on a junior basis to, the Loans, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Default” means any event or condition which, but for the giving of notice, lapse of time or both, would constitute an Event of Default.

“Defaulting Lender” means any Lender whose acts or failure to act, whether directly or indirectly, constitutes a Lender Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

“Delaware Divided LLC” means any Delaware LLC which has been formed upon consummation of a Delaware LLC Division.

“Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

“Delegate” has the meaning given to such term in the English Security Documents.

“Designated Non-Cash Consideration” means the fair market value (as determined in good faith by the Borrower) of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of the Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“Disclosed UK DB Pension Plans” shall mean the Xerox Final Salary Pension Scheme established by a trust deed dated July 1, 1971 and currently governed by a Trust Deed and Rules dated April 5, 2012 (as amended) and the Xerox Unfunded Unapproved Pension Scheme.

“Disinterested Director” means, with respect to any Person and transaction, a member of the Board of Directors of such Person who does not have any material direct or indirect financial interest in or with respect to such transaction.

“Disposed EBITDA” means, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to Holdings and its Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business and its respective Subsidiaries or to such Converted Unrestricted Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted Subsidiary, as the case may be.

“Disqualified Institution” means:

(1) (a) any Person that is a competitor of Holdings or any of its Subsidiaries and identified by the Borrower in writing to the Lead Arrangers on or prior to the Closing Date;

(b) any Person that is a competitor of Holdings or any of its Subsidiaries and identified by the Borrower in writing to the Administrative Agent from time to time after the Closing Date;and

(c) together with any Affiliates of such competitors described in the foregoing clauses (a) and (b) that are known affiliates of any such competitor or reasonably identifiable as such on the basis of such Affiliate’s name or otherwise identified in writing by the Borrower to the Administrative Agent from time to time (other than any such Affiliate (other than a Person described in clause (2) below) that is primarily engaged in, or that advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business (and not primarily engaged in investing in distressed or opportunistic decisions) and for which no personnel involved with the relevant competitor (i) make investment decisions or (ii) have access to Non-Public Information relating to Holdings or any Person that forms part of the Borrower’s business (including its Subsidiaries)); or

(2) (x) certain Persons that are engaged as principals primarily in private equity, mezzanine financing or venture capital and (y) certain banks, financial institutions, other institutional lenders and other entities, in each case of the foregoing clauses (x) and (y), that are identified by the Borrower in writing to the Lead Arrangers on or prior to the Closing Date or, with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), to the Administrative Agent after the Closing Date, in each case, together with any known affiliates of such identified entities or any Affiliates of such identified entities that are reasonably identifiable as such on the basis of such Affiliate’s name or otherwise identified as such in writing by the Borrower to the Administrative Agent from time to time.

Notwithstanding anything in the Loan Documents to the contrary, the Administrative Agent shall not be responsible (or have any liability) for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (1) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (2)

have any liability with respect to or arising out of any assignment or participation of Loans or Commitments, or disclosure of confidential information, to any Disqualified Institution. The list of Disqualified Institutions shall be available to Lenders upon request but shall not otherwise be posted to the Lenders without the Borrower’s consent. Furthermore, no written notice delivered as contemplated hereof shall retroactively act to disqualify any Person that has previously acquired an assignment or participation interest in any Loans or Commitments or, in each case, entered into a trade for either of the foregoing.

Notwithstanding anything herein to the contrary, for the avoidance of doubt, any Lender that purchases any Initial Term Loans from Jefferies in the primary syndication thereto shall not be a Disqualified Institution.

“Disqualified Stock” means, with respect to any Person, any Equity Interests of such Person that, by their terms (or by the terms of any security or other Equity Interests into which they are convertible or for which they are redeemable or exchangeable at the option of the holder thereof), or upon the happening of any event or condition:

(1) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the prior or concurrent repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments);

(2) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part;

(3) provide for the scheduled payments of dividends in cash; or

(4) either mandatorily or at the option of the holders thereof, are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is 91 days after the earlier of:

(a) the Latest Maturity Date at the time of issuance thereof; and

(b) the Termination Date;

provided that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further, that if such Equity Interests are issued to any employee or to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, such Equity Interests will not constitute Disqualified Stock solely because they may be required to be repurchased by Holdings or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; and provided, further, that any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Equity Interests that is not Disqualified Stock will not be deemed to be Disqualified Stock.

“Distressed Person” has the meaning assigned to such term in the definition of “Lender-Related Distress Event.”

“Dollar Equivalent” means, on any date of determination, (a) with respect to any amount in Dollars, such amount, and (b) with respect to any amount in any currency other than Dollars, the equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.06 using the Exchange Rate with respect to such other currency at the time in effect under the provisions of Section 1.06 (except as otherwise expressly provided herein).

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

“Domestic Subsidiary” means any Subsidiary of Holdings that is organized under the laws of the United States, any state thereof or the District of Columbia, and “Domestic Subsidiaries” means any two or more of them. Unless otherwise indicated in this Agreement, all references to Domestic Subsidiaries will mean Domestic Subsidiaries of the Borrower.

“Dutch Auction” means an auction of Term Loans conducted pursuant to Section 10.04(14) to allow a Purchasing Borrower Party to prepay Term Loans at a discount to par value and on a pro rata basis, in accordance with the applicable Dutch Auction Procedures.

“Dutch Auction Procedures” means, with respect to a purchase of Term Loans in a Dutch Auction, Dutch auction procedures as reasonably agreed upon by the applicable Purchasing Borrower Party, as the case may be, and the Administrative Agent; provided that the Administrative Agent shall have no obligation to act as the manager in any Dutch Auction and any such Dutch Auction may instead be managed by any other bank or another investment bank of recognized standing selected by the Borrower in consultation with the Administrative Agent.

“ECF De Minimis Amount” means, for or any Excess Cash Flow Period, the greater of (x) $85,000,000 and (y) 10% of Consolidated EBITDA for the most recently ended Test Period.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“EEA Member Country” means any of the member states of the European Union, the United Kingdom, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Signature” means an electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“English Debenture” means the debenture, dated as of the Closing Date, among the English Loan Parties and the Collateral Agent, as amended, restated, supplemented and/or otherwise modified from time to time.

“English Security Documents” means the English Debenture and each other security agreement or other collateral document governed by the laws of England and Wales which is entered into on or after the date of this Agreement and which creates or evidences English Transaction Security.

“English Loan Party” means each Person incorporated under the laws of England and Wales which is a Loan Party on the day hereof or joined hereto as a Loan Party from time to time and further includes each of their respective successors and permitted assigns.

“English Transaction Security” means the security created or expressed to be created in favor of the Collateral Agent, as trustee for the Secured Parties pursuant to any English Security Documents.

“Enterprise Transformative Event” means any acquisition (including by merger, amalgamation or consolidation), investment, dissolution, liquidation, consolidation or disposition by Holdings or any Restricted Subsidiary that is either (a) not permitted by the terms of any Loan Document immediately prior to the consummation of such transaction or (b) if permitted by the terms of the Loan Documents (prior to giving effect to any amendments) immediately prior to the consummation of such transaction, would not provide Holdings and its Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrower acting in good faith.

“Environment” means ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, and natural resources such as flora and fauna.

“Environmental Laws” means all applicable laws (including common law), statutes, rules, regulations, codes, ordinances, orders, binding agreements and final, binding decrees or judgments, in each case, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the generation, management, Release or threatened Release of, or exposure to, any Hazardous Material or to occupational health and safety matters (to the extent relating to the environment or exposure to Hazardous Materials).

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

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, and any final regulations promulgated and the rulings issued thereunder.

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

“ERISA Event” means:

(1) a Reportable Event, with respect to a Plan;

(2) a withdrawal by Holdings or any of its Subsidiaries or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which Holdings, any of its Subsidiaries, or any such ERISA Affiliate, as applicable, was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations by Holdings or any of its Subsidiaries or any ERISA Affiliate that is treated as a termination under Section 4062(e) of ERISA;

(3) a complete or partial withdrawal by Holdings or any of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan, receipt of written notification by Holdings or any of its Restricted Subsidiaries or any ERISA Affiliate concerning the imposition of Withdrawal Liability or written notification that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Section 4245 of ERISA or endangered or in critical status within the meaning of Section 305 of ERISA;

(4) the provision by a Plan administrator or the PBGC of notice of intent to terminate a Plan, to appoint a trustee to administer a Plan, the treatment of a Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA or the commencement of proceedings by the PBGC to terminate a Plan or Multiemployer Plan;

(5) the incurrence by Holdings or any of its Restricted Subsidiaries or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan, other than for the payment of plan contributions or PBGC premiums due but not delinquent under Section 4007 of ERISA;

(6) the application for a minimum funding waiver under Section 412(c) of the Code or Section 302(c) of ERISA with respect to a Plan or Multiemployer Plan or the failure to satisfy the minimum funding standards of Section 412 of the Code with respect to a Plan, whether or not waived;

(7) the imposition of a lien under Section 430(k) of the Code or Section 303(k) of ERISA with respect to any Plan;

(8) an engagement in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to any Plan; and

(9) the failure by the Borrower to ensure that all non-U.S., Canadian or U.K. pension schemes or plans operated by or maintained for the benefit of the Borrower or any Subsidiary and/or any of their directors and employees and former directors and employees are fully funded, or if applicable sufficient reserves have been made, in line with statutory requirements or the occurrence of any event or condition which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme), or, where applicable, failure by the Borrower or any Subsidiary to ensure that all mandatory contributions to the statutory pension insolvency insurance, the pensions of pensioners and increases in the pensions of the pensioners as required by any such pension scheme and by statute are paid in full when due.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning assigned to such term in Section 8.01.

“Excess Cash Flow” means, for any Excess Cash Flow Period, the Consolidated Net Income of the Borrower for such period, minus, without duplication:

(1)

repayments, prepayments and other cash payments made with respect to the principal of any Indebtedness or the principal component of any Capital Lease Obligations of the Borrower or any Restricted Subsidiary during such period (excluding voluntary and mandatory prepayments of Term Loans, voluntary prepayments of Indebtedness described in Section 2.12(3)(b) and prepayments of other revolving Indebtedness (except to the extent accompanied by a corresponding reduction in commitments), but including all premium, make-whole or penalty payments paid in cash (to the extent such payments were not already deducted in calculating Consolidated Net Income and are not otherwise prohibited under this Agreement)); provided that a mandatory prepayment of Indebtedness described in Section 2.12(2) will only be deducted pursuant to this clause (1) to the extent not already deducted in the computation of Net Cash Proceeds of Asset Sales; minus

(2)

(a) cash payments made by the Borrower or any Restricted Subsidiary (other than any payment made to the Borrower or a Restricted Subsidiary) during such period in respect of Capital Expenditures, Permitted Acquisitions, Permitted Investments and Restricted Payments (excluding Restricted Payments made pursuant to Section 6.06(16) in reliance on clause (2) of the definition of Available Amount, Investments made pursuant to Section 6.04(3) in reliance on clause (2) of the definition of Available Amount, Investments in Cash Equivalents and other items (including Investments and Restricted Payments) that are eliminated in consolidation) and (b) at the option of the Borrower, cash payments that the Borrower or any Restricted Subsidiary is required, has committed, or has budgeted, in each case, to make (other than any payment to be made to the Borrower or a Restricted Subsidiary) in respect of Capital Expenditures, Permitted Acquisitions, Permitted Investments and Restricted Payments (excluding Restricted Payments made pursuant to Section 6.06(16) in reliance on clause (2) of the definition of Available Amount, Investments made pursuant to Section 6.04(3) in reliance on clause (2) of the definition of Available Amount, Investments in Cash Equivalents and other items (including Investments and Restricted Payments) that are eliminated in consolidation) within 365 days after the end of such period; provided that, amounts described in this clause (b) will not reduce Excess Cash Flow in subsequent periods and, to the extent not so paid, will increase Excess Cash Flow in the subsequent period; minus

(3)

an amount equal to the aggregate net non-cash gain on acquisitions or dispositions by the Borrower and its Restricted Subsidiaries during such period (other than dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income; minus

(4)

to the extent not otherwise deducted in calculating Consolidated Net Income, cash payments made by the Borrower or any Restricted Subsidiary during such period in respect of (a) long-term liabilities other than Indebtedness or (b) items for which an accrual or reserve was established in a prior period; minus

(5)

(a) cash payments made by the Borrower or any Restricted Subsidiary during such period in respect of Taxes (including (without duplication) distributions to Holdings in respect of Taxes), to the extent such payments exceed the amount of tax expense deducted in calculating such Consolidated Net Income, and (b) at the option of the Borrower, cash payments that the Borrower or any Restricted Subsidiary will be required, has committed or has budgeted, in each case, to make in respect of Taxes (including (without duplication) distributions to Holdings in respect of Taxes) within 365 days after the end of such period; provided that, amounts described in this clause (b) will not reduce Excess Cash Flow in subsequent periods; minus

(6)

all cash payments and other cash expenditures made by the Borrower or any Restricted Subsidiary during such period (a) with respect to items that were excluded in the calculation of such Consolidated Net Income pursuant to clauses (1) through (19) of the definition of Consolidated Net Income or (b) that were not expensed during such period in accordance with GAAP; minus

(7)

all non-cash credits included in calculating such Consolidated Net Income (including insured or indemnified losses referred to in clauses (16) and (17) of Consolidated Net Income to the extent not reimbursed in cash during such period); provided that any cash reimbursement of any such non-cash credit in any future period will be added to Excess Cash Flow in such future period to the extent previously deducted pursuant to this clause (7); minus

(8)

an amount equal to the increase in the Working Capital of the Borrower during such period, if any, (other than any such increases contemplated by this clause (8) that are directly attributable to acquisitions of a Person or business unit by Holdings and its Restricted Subsidiaries during such period); minus

(9)

the aggregate principal amount of all mandatory prepayments pursuant to Section 2.12(2) to the extent that the applicable Net Cash Proceeds were taken into account in calculating Consolidated Net Income for such period; plus

(10)

all non-cash charges, losses and expenses of the Borrower or any Restricted Subsidiary that were deducted in calculating such Consolidated Net Income; plus

(11)

an amount equal to the aggregate net non-cash loss on acquisitions or dispositions by the Borrower and its Restricted Subsidiaries during such period (other than dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; plus

(12)

all cash payments received by the Borrower or any Restricted Subsidiary during such period pursuant to Hedge Agreements that were not treated as revenue or net income under GAAP; plus

(13)

an amount equal to the decrease in Working Capital of the Borrower during such period, if any; plus

(14)

all amounts referred to in clauses (1), (2) and (4) above to the extent funded with the proceeds of the issuance or the incurrence of long-term Indebtedness (other than proceeds of revolving loans), the sale or issuance of Equity Interests or any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition to any Person of, any assets.

“Excess Cash Flow Period” means each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar Canadian statute.

“Exchange Rate” means, on any day, for purposes of determining the Dollar Equivalent of any currency, the rate at which such other currency may be exchanged into Dollars at the time of determination on such day on the applicable Bloomberg LP page (or another commercially available source providing

quotations of such rate as designated by the Administrative Agent from time to time) for such currency (or to the extent applicable, the rate at which Dollars may be exchanged into such other currency). In the event that such rate does not appear on such applicable Bloomberg LP page (or another commercially available source providing quotations of such rate as designated by the Administrative Agent from time to time), the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about such time as the Administrative Agent shall elect after determining that such rates shall be the basis for determining the Exchange Rate, on such date for the purchase of Dollars for delivery two (2) Business Days later, provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Accounts” means:

(i)

accounts used exclusively as payroll and payroll taxes accounts, employee wage and benefit payment accounts, withholding tax and other fiduciary and trust accounts, escrow accounts in respect of arrangements with non-affiliated third parties, worker’s compensation and customs accounts and xxxxx accounts and any escrow accounts opened for the benefit of employees in order to comply with section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or section 7e of the German Social Security Code IV (Sozialgesetzbuch IV),

(ii)

zero balance disbursement account,

(iii)

rental deposit accounts (Mietkautionskonten),

(iv)

accounts which individually have an average daily closing balance for any fiscal month of less than $500,000 and which, collectively, together with any other accounts that are Excluded Accounts pursuant to this clause (iv), have a daily closing balance on any date of less than $3,000,000, and

(v)

checking or other demand deposit account and securities accounts holding cash or Cash Equivalents subject to a Lien permitted under Section 6.02(28) securing Indebtedness described in such Section so long such cash and Cash Equivalents are not used for any purpose other than to defease, or otherwise satisfy and discharge, such Indebtedness and such cash and Cash Equivalents are used to defease, or otherwise satisfy and discharge, such Indebtedness (to the extent of such cash and Cash Equivalents) within sixty (60) days of the deposit thereof.

“Excluded Assets” means all of the following, whether now owned or hereafter acquired:

(1) all Excluded Equity Interests;

(2) all leasehold Real Property interests and all fee simple Real Property that is not Material Real Property;

(3) assets to the extent and for so long as a security interest therein would result in materially adverse tax, accounting or regulatory consequences, in each case, as reasonably determined by the Borrower in good faith in writing to the Administrative Agent, in consultation with the Administrative Agent, other than any assets (other than Excluded Equity Interests) owned by a Loan Party;

(4) any governmental licenses or state or local franchises, charters and authorizations that are not permitted to be pledged under applicable law (after giving effect to the applicable anti-assignment provisions of the UCC, the PPSA or any other applicable law);

(5) any “intent-to-use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Xxxxxx Act has been filed, to the extent that, and solely during the period for which, any assignment of an “intent-to-use” application prior to such filing would impair the validity or enforceability of or render void or voidable or result in the cancellation of the applicable Loan Party’s right title or interest therein or any trademark or service mark issued as a result of such application under applicable federal law and any other intellectual property in any jurisdiction where such pledge or security interest would cause the invalidation or abandonment of such intellectual property under applicable law ;

(6) any Excluded Account;

(7) any assets owned directly or indirectly by a Restricted Subsidiary that is not, and is not required to be, a Loan Party;

(8) vehicles and any other assets subject to certificates of title (other than to the extent perfection of a security interest therein may be accomplished by filing a UCC financing statement, a PPSA financing statement or similar document under applicable law);

(9) assets to the extent the granting of a security interest therein would be prohibited or restricted by any permitted contractual obligation binding on and relating to such asset at the time of acquisition thereof (and not entered into in contemplation thereof) after giving effect to the applicable anti-assignment provisions of the UCC, the PPSA or any other applicable law); provided, however, that the Collateral shall include (and such security interest shall attach and the definition of “Excluded Assets” shall not then include) immediately at such time as the contractual provisions referred to above shall no longer be applicable and to the extent severable, and shall attach immediately to any portion of such asset not subject to the provisions specified in this clause (9); provided, further, that the exclusions referred to in this clause shall not include any proceeds of such contractual obligation;

(10) any Loan Party’s right, title or interest in any lease, license, contract or agreement to which such Loan Party is a party to the extent, but only to the extent, that such a grant would, under the terms of such lease, license, contract or agreement, result in a breach of (or violate) the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of or create a right of termination in favor of or require the consent of any other party thereto (other than Holdings, the Borrower or any of their respective Subsidiaries), such lease, license, contract or agreement (after giving effect to the applicable anti-assignment provisions of the UCC, the PPSA or any other applicable law (including Title 11 of the United States Code)); provided, however, that the Collateral shall include (and such security interest shall attach and the definition of “Excluded Assets” shall not then include) immediately at such time as the contractual or legal provisions referred to above shall no longer be applicable and to the extent severable, and shall attach immediately to any portion of such lease, license, contract or agreement not subject to the provisions specified in this clause (10); provided further that the exclusions referred to in this clause shall not include any proceeds of such lease, license, contract or agreement;

(11) assets to the extent the granting of a security interest therein would be prohibited or restricted by applicable law, rule or regulation (including any requirement to obtain the consent, approval, license or authorization of any Governmental Authority which has not been obtained) (after giving effect to the applicable anti-assignment provisions of the UCC, the PPSA or any other applicable law);

(12) any assets to the extent the cost, burden, difficulty or consequence of obtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby as reasonably determined by the Borrower in its reasonable judgment in consultation with the Administrative Agent;

(13) any assets sold, transferred or otherwise disposed pursuant to Qualified Receivables Transactions or Third-Party Vendor Financing Programs; or

(14) (a) any assets and proceeds thereof subject to a Lien permitted under Section 6.02(3)of the Credit Agreement to the extent that the documents providing for the Indebtedness secured by such Liens do not permit such assets and proceeds thereof to be pledged to the Collateral Agent (after giving effect to the applicable anti-assignment provisions of the UCC, the PPSA or any other applicable law (including Title 11 of the United States Code) or principles of equity); provided, further that the exclusions referred to in this clause (a) shall not include any proceeds of such document including any loans or funds received pursuant to such documents; or

(b) any assets subject to a Lien permitted by Section 6.02(7) to the extent securing Indebtedness permitted under Section 6.01(25) (solely to the extent relating to Permitted Refinancing Indebtedness incurred under Section 6.01(25)) so long as the documents providing for such Lien do not permit such assets to be pledged to the Collateral Agent.

Excluded Assets shall not include any Proceeds, substitutions or replacements of any Excluded Assets referred to above (unless such Proceeds, substitutions or replacements would themselves constitute Excluded Property referred to above).

“Excluded Contributions” means, as of any date, the aggregate amount of the net cash proceeds and Cash Equivalents, together with the aggregate fair market value (as determined in good faith by the Borrower) of other assets that are used or useful in a business permitted under Section 5.16, received by the Borrower after the Closing Date from:

(1)

contributions to its common equity capital; or

(2)

the sale or issuance of Capital Stock (other than Disqualified Stock) of the Borrower;

in each case, designated as Excluded Contributions pursuant to a certificate of the Borrower, less the aggregate amount of Investments made pursuant to Section 6.04(28), Restricted Payments pursuant to Section 6.06(18) or payments in respect of Junior Financing under Section 6.09(9) in each case prior to such date; provided that the proceeds of Disqualified Stock or any such net cash proceeds that are used prior to such date

(A) to make Restricted Payments under Section 6.06(1) or Section 6.06(2)(b),

(B) to make an Investment under Section 6.04(3), a Restricted Payment under Section 6.06(16) or a payment in respect of Junior Financing under Section 6.09(2), in each case in reliance on clause (3) or (4) of the definition of Available Amount or

“Excluded Equity Interests” means any and all of the following Equity Interests, whether now owned or hereafter acquired:

(1) interests in non-wholly owned partnerships, non-wholly owned joint ventures and non-wholly owned subsidiaries which cannot be pledged without the consent of one or more unaffiliated third parties or not permitted by the terms of such person’s organizational or joint venture documents (so long as such prohibition did not arise as part of the acquisition or formation thereof or in anticipation of this Agreement but with no requirement to seek any such consent) (after giving effect to the applicable anti-assignment provisions of the UCC, the PPSA or any other applicable law);

(2) interests in Immaterial Subsidiaries (except to the extent the security interest therein can be perfected by the filing of a Form UCC-1 financing statement, PPSA financing statement or similar document under applicable law), captive insurance subsidiaries (including any Captive Insurance Company), not-for-profit subsidiaries, Finance SPE and any special purpose vehicle or entity and Unrestricted Subsidiaries;

(3) margin stock;

(4) voting Equity Interests of any Foreign Subsidiary that is a CFC or any FSHCO (other than any Foreign Subsidiary or FSHCO that is a Loan Party), in excess of 65% of the issued and outstanding voting Equity Interests of such Foreign Subsidiary or FSHCO;

(5) any Equity Interests to the extent that a pledge of such Equity Interests to the Collateral Agent would give rise to additional subsidiary reporting requirements under Rule 3-10 or Rule 3-16 of Regulation S-X promulgated under the Exchange Act;

(6) to the extent applicable law requires that a Subsidiary of a Loan Party issue directors’ qualifying shares, nominee shares or similar shares which are required by applicable law to be held by persons other than such Loan Party, such qualifying shares, nominee shares or similar shares held by Persons other than such Loan Party;

(7) any Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder is prohibited or restricted by any applicable law, rule or regulation including any requirement to obtain consent, approval, license or authorization of any Governmental Authority which has not been obtained (after giving effect to the applicable anti-assignment provisions of the UCC, the PPSA or any other applicable law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect;

(8) Equity Interests (other than Equity Interests in any Loan Party) to the extent and for so long as the pledge of the same would result in materially adverse tax, accounting or regulatory consequences, in each case, as reasonably determined by the Borrower in writing to the Administrative Agent, in consultation with the Administrative Agent, or

(9) any Equity Interests or Indebtedness to the extent that a pledge of such Equity Interests or Indebtedness would not be required in accordance with the Agreed Security Principles.

“Excluded Indebtedness” means all Indebtedness not incurred in violation of Section 6.01.

“Excluded Subsidiary” means any:

(1) Immaterial Subsidiary;

(2) Subsidiary that is not a Wholly Owned Subsidiary of Holdings, the Borrower or another Loan Party; provided that no Subsidiary shall be deemed to be an Excluded Subsidiary pursuant to this clause (2) as a result of the issuance of, or disposition of, Equity Interests issued by such Subsidiary after the Closing Date to a Person if prior to such disposition or issuance such Subsidiary was a Wholly Owned Subsidiary unless

(x) such transaction is entered into by a Loan Party or its applicable Restricted Subsidiary for a bona fide business purpose and, for the avoidance of doubt, not for the primary purpose of causing such Subsidiary to be released from its Guarantee pursuant to Section 10.19 as a result of such Subsidiary otherwise constituting an Excluded Subsidiary pursuant to this clause (2),

(y) such Equity Interests are issued or transferred either (I) to a Person that does not constitute an Affiliate of the Loan Parties at the time thereof or (II) to an Affiliate of the Loan Parties in connection with a joint venture arrangement established for a bona fide business purpose and

(z) after giving pro forma effect to the applicable release, the Loan Parties are deemed to have made a new Investment in such Person on the date of such release (as if such Subsidiary was not a Guarantor) in an amount equal to the portion of the fair market value of the Loan Parties’ retained ownership interest in such Subsidiary and such Investment would be permitted under this Agreement;

(3) Unrestricted Subsidiary;

(4) Subsidiary organized or incorporated outside of an Approved Jurisdiction;

(5) Finance SPE and any special purpose vehicle or entity;

(6) Subsidiary if acting as a Guarantor, or its Guarantee, would, and only so long as it would,

(a) be prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on (but not incurred in anticipation of) the Closing Date or on the date such subsidiary is acquired, organized or incorporated (as long as, in the case of an acquisition, organization, incorporation or division of a subsidiary, such prohibition or restriction did not arise as part of or in anticipation of such acquisition, organization, incorporation or division) or

(b) require a governmental, regulatory or third party (other than a Loan Party or an Affiliate of a Loan Party) consent, approval, license or authorization (unless such consent, approval, license or authorization has been received);

(7) any Subsidiary that is a Captive Insurance Company or not-for-profit Subsidiary;

(8) any Subsidiary (which is not a Guarantor or required to become a Guarantor in each case as of the Closing Date) for which the provision of a Guarantee would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent;

(9) any acquired Restricted Subsidiary, the purchase of which is financed with any Indebtedness not incurred in violation of Section 6.01 that constitutes assumed indebtedness and any Restricted Subsidiary thereof that guarantees such indebtedness, in each case to the extent such Indebtedness prohibits or therein prevents such Restricted Subsidiary from becoming a Guarantor and such prohibition or prevention was not entered into in contemplation of such acquisition; and

(10) any Subsidiary in circumstances where the Borrower and the Administrative Agent reasonably agree that any of the cost and/or burden of providing a Guarantee is excessive in relation to the value to the Lenders afforded thereby,

in each case, unless the Borrower determines in its sole discretion, upon notice to the Administrative Agent, that any of the foregoing Persons that is a Restricted Subsidiary should not be an Excluded Subsidiary; provided that, (x) any such Restricted Subsidiary that is a Foreign Subsidiary providing a Guarantee shall be organized or incorporated in an Approved Jurisdiction, (y) such Restricted Subsidiary shall comply with Section 5.10(2) upon such designation and (z) such designation shall remain in effect until the date on which the Borrower has informed the Administrative Agent in writing that it elects to have such Restricted Subsidiary redesignated as an Excluded Subsidiary, and such redesignation shall be permitted so long as, after giving effect thereto, such Restricted Subsidiary would qualify as an Excluded Subsidiary pursuant to one of the above provisions (it being understood that the release of a Guarantor shall be deemed an Investment in such Person).

Notwithstanding the foregoing or anything to the contrary under this Agreement or any other Loan Documents, no Foreign Subsidiary that is organized or incorporated in an Approved Jurisdiction (or successors thereof) shall be considered a CFC or FSHCO or be subject to any Section 956 Limitation.

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

“Excluded Taxes” means, with respect to any Recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder:

(1) Taxes imposed on or measured by its net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (a) imposed as a result of such Recipient being organized or incorporated under the laws of, or, if different, being treated as resident for tax purposes in, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (b) that are Other Connection Taxes;

(2) in the case of a Lender, any U.S. federal withholding Tax imposed on amounts payable hereunder to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment under any law in effect at the time (i) such Lender acquires such interest in the applicable Commitment or, if such Lender did not fund the applicable Loan pursuant to such Commitment, at the time such Lender acquires the applicable interest in such Loan (other than pursuant to an assignment request by the Borrower under Section 2.20) or (ii) such Lender changes its Lending Office, except in each case to the extent that the Lender’s assignor (if any), immediately before the assignment (or such Lender, immediately before it changed its Lending Office), was entitled to receive additional amounts from the Loan Party with respect to any withholding Tax pursuant to Section 2.18(1) or Section 2.18(3);

(3) Taxes that are attributable to such Recipient’s failure to comply with Section 2.18(5);

(4) [reserved]; and

(5) any withholding Taxes imposed under FATCA.

“Existing Borrower Notes” means (i) the 3.80% senior unsecured notes of the Borrower due 2024 in an initial aggregate principal amount of $300,000,000 issued under the Existing Borrower Notes Indenture (as modified by the applicable supplement thereto) and (ii) the 4.80% senior unsecured notes of the Borrower due 2035 in an initial aggregate principal amount of $250,000,000 issued under the Existing Borrower Notes Indenture (as modified by the applicable supplement thereto).

“Existing Borrower Notes Indenture” means that certain Indenture, dated as of December 4, 2009, between the Borrower, as issuer, and The Bank of New York Mellon, as trustee.

“Existing Holdings 5.00% Notes Indenture” means that certain Indenture, dated as of August 6, 2020, between Holdings, as issuer, and U.S. Bank National Association, as trustee.

“Existing Holdings 5.50% Notes Indenture” means that certain Indenture, dated as of August 6, 2020, between Holdings, as issuer, and U.S. Bank National Association, as trustee.

“Existing Holdings Notes” means (i) the 5.00% senior unsecured notes of Holdings due 2025 in an initial aggregate principal amount of $750,000,000 issued under the Existing Holdings 5.00% Notes Indenture (as modified by the applicable supplement thereto) and (ii) the 5.50% senior unsecured notes of Holdings due 2028 in an initial aggregate principal amount of $750,000,000 issued under the Existing Holdings 5.50% Notes Indenture (as modified by the applicable supplement thereto).

“Existing Holdings Notes Indentures” means the Existing Holdings 5.00% Notes Indenture and the Existing Holdings 5.50% Notes Indenture.

“Extended Term Loan Installment Date” has the meaning assigned to such term in Section 2.10(2).

“Extended Term Loans” has the meaning assigned to such term in Section 2.24(1).

“Extending Lender” has the meaning assigned to such term in Section 2.24(1).

“Extension” has the meaning assigned to such term in Section 2.24(1).

“Extension Amendment” has the meaning assigned to such term in Section 2.24(2).

“Extension Offer” has the meaning assigned to such term in Section 2.24(1).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations thereunder or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any intergovernmental agreements (and any related law, fiscal or regulatory legislation, rules or official practices) implementing the foregoing.

“Fees” means the Administrative Agent Fees, the Arranger Fees and all other fees set forth in the Fee Letters and payable to a Lender, the Administrative Agent, or any Lead Arranger, as applicable.

“Fee Letters” means, collectively, the Agency Fee Letter and the Arranger Fee Letter.

“Finance SPE” means (a) any Receivables SPE and (b) any Subsidiary that (i) is a special purpose financing vehicle, (ii) was created solely for the purpose of facilitating the incurrence of Indebtedness or issuance of Equity Interests by Holdings or any Subsidiary, (iii) has no business other than the facilitation of such incurrence or issuance and activities incidental thereto and (iv) is capitalized with an amount not materially more than the cash proceeds received by such Finance SPE from such transaction.

“Financial Officer” means, with respect to any Person, the chief financial officer, president, principal accounting officer, director of financial services, treasurer, assistant treasurer or controller of such Person.

“Financial Support Direction” means a financial support direction issued by the Pensions Regulator under Section 43 of the Pensions Act 2004 of the United Kingdom.

“First Lien Leverage Ratio” means, as of any date, the ratio of Consolidated First Lien Debt as of the last day of the then most recently ended Test Period to Consolidated EBITDA for the then most recently ended Test Period, calculated on a Pro Forma Basis.

“Fixed Amounts” has the meaning assigned to such term in Section 1.08(b).

“Fixed Asset Receivables” has the meaning assigned to such term in the ABL Intercreditor Agreement.

“Flood Insurance Laws” means, collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statue thereto and (iii) the Xxxxxxx-Xxxxxx Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto and any and all official rulings and interpretation thereunder or thereof.

“Flood Zone” means any area identified as a special flood hazard area as determined by the Federal Emergency Management Agency or any successor Governmental Authority performing a similar function.

“Floor” means a rate of interest equal to 0.50%.

“Foreign Lender” means any Lender that is not a U.S. Person.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“French Securitization” means the Third-Party Vendor Financing Program established pursuant to that certain Amendment Agreement (Master Facility and Collateral Agreement), dated as of November 3, 2023, by and among Xerox Financial Services, a French société par actions simplifiée, whose registered office is at Immeuble Xxxxx Xxxxxx, 0-0, xxx Xxxxx Xxxxxxxxx, 00000 Xxxxxxxx-xxx-Seine registered with the Registre du Commerce et des Sociétés of Nanterre under number 441 339 389, as borrower, originator

and servicer, the Borrower, as performance guarantor, and Credit Agricole Corporate and Investment Bank, as lender, data protection agent and hedge counterparty (as amended, restated, supplemented, refinanced, replaced and/or otherwise modified from time to time; provided that any such modifications or amendments made after the date hereof shall not be materially adverse to the Lenders, taken as a whole).

“FSHCO” means any direct or indirect Domestic Subsidiary substantially all of the assets of which consist of the equity and, if any, indebtedness of one or more direct or indirect Foreign Subsidiaries that are CFCs that are not resident in any Approved Jurisdiction.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession (but excluding the policies, rules and regulations of the SEC applicable only to public companies), or, with respect to any Foreign Subsidiary of Holdings, generally accepted accounting principles in the jurisdiction of organization or incorporation of such Subsidiary as in effect from time to time and/or, at the option of such Foreign Subsidiary, IFRS.

“German Loan Party” means any Loan Party incorporated or established in Germany.

“German Subsidiary” means any Subsidiary incorporated or established in Germany.

“Governmental Authority” means any federal, state, provincial, territorial, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.

“Guarantee” of or by any Person (the “guarantor”) means:

(1) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect:

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take or pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligations;

(b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof;

(c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation;

(d) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part); or

(e) as an account party in respect of any letter of credit, bank guarantee or other letter of credit guaranty issued to support such Indebtedness or other obligation; or

(2) any Lien on any assets of the guarantor securing any Indebtedness (or any existing right, contingent or otherwise, of the holder of Indebtedness to be secured by such a Lien) of any other Person, whether or not such Indebtedness or other obligation is assumed by the guarantor;

provided that, the term “Guarantee” will not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted by this Agreement (other than such obligations with respect to Indebtedness).

The amount of any Guarantee will be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Guarantor” means (1) Holdings; (2) the Borrower (other than with respect to its own Obligations); (3) each Subsidiary Loan Party; and (4) subject to the Agreed Security Principles, each Restricted Subsidiary that the Borrower may elect in its sole discretion, from time to time, upon written notice to the Administrative Agent, to cause to Guarantee the Obligations until the date on which the Borrower has informed the Administrative Agent that it elects not to have such Person Guarantee the Obligations; provided that, in the case of this clause (4), any Foreign Subsidiary providing a Guarantee shall be organized or incorporated in an Approved Jurisdiction and Restricted Subsidiary shall comply with Section 5.10 upon such election.

“Guaranty” means the Guaranty Agreement, dated as of the Closing Date, among the Loan Parties and the Administrative Agent, as amended, restated, supplemented and/or otherwise modified from time to time.

“Hazardous Materials” means all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including explosive or radioactive substances or petroleum or petroleum byproducts or distillates, friable asbestos or friable asbestos-containing materials, polychlorinated biphenyls or radon gas, in each case, that are regulated or would reasonably be expected to give rise to liability under any Environmental Law.

“Hedge Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, in each case, not entered into for speculative purposes; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Holdings or any of its Subsidiaries will be a Hedge Agreement.

“Holdings” has the meaning assigned to such term in the introductory paragraph hereof.

“IFRS” means the International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto, as in effect from time to time, subject to Section 1.03.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary of Holdings that, as of the last day of the most recent fiscal quarter of Holdings for which Required Financial Statements have been delivered (or were required to have been delivered),

(i) owned total assets representing less than 2.5% of the total assets owned by Holdings and its Restricted Subsidiaries on a consolidated basis as of such date, and taken together with all Immaterial Subsidiaries, owned total assets representing less than 7.50% of the total assets owned by Holdings and its Restricted Subsidiaries on a consolidated basis as of such date, or

(ii) had gross revenues representing less than 2.5% of the gross revenues of Holdings and its Restricted Subsidiaries on a consolidated basis as of such date, and taken together with all Immaterial Subsidiaries, had gross revenues representing less than 7.50% of the gross revenues of Holdings and its Restricted Subsidiaries on a consolidated basis as of such date.

“Incremental Equivalent Term Debt” means Indebtedness of the Borrower consisting of senior secured first lien loans or notes or junior lien loans or notes, subordinated loans or notes or senior unsecured term loans or notes, or any Customary Bridge Loans and Guarantees thereof by any Loan Party; provided that:

(1) the aggregate outstanding principal amount of such Indebtedness on any date that such Indebtedness is incurred pursuant to Section 6.01(1) shall be subject to the limitations set forth in Section 2.22(3);

(2) other than with respect to Customary Bridge Loans, such Incremental Equivalent Term Debt has a final maturity date that is not earlier than the Latest Maturity Date of the Term Loans at the time of incurrence thereof;

(3) other than with respect to Customary Bridge Loans, the Weighted Average Life to Maturity of such Incremental Equivalent Term Debt may not be shorter than the longest remaining Weighted Average Life to Maturity of the Term Loans at the time of incurrence thereof unless the Lenders of the other Classes of Term Loans are also offered by the Borrower the same percentage amortization prepayment per annum for the corresponding year (provided that each individual Lender will be deemed to have rejected such offer unless such Lender notifies the Administrative Agent that it has accepted such offer by 11:00 a.m., New York City time, three (3) Business Days (or such longer period as the Borrower may agree) after the date of such offer);

(4) (a) if such Incremental Equivalent Term Debt is secured on a pari passu basis with the Initial Term Loans, a Debt Representative acting on behalf of the holders of such Indebtedness shall become party to or otherwise become subject to the provisions of an Acceptable Intercreditor Agreement and (b) if such Incremental Equivalent Term Debt is secured on a junior basis to the Term Loans, a Debt Representative acting on behalf of the holders of such Indebtedness shall become party to or otherwise become subject to the provisions of an Acceptable Intercreditor Agreement;

(5) to the extent secured, such Incremental Equivalent Term Debt is not secured by any assets or property of any Restricted Subsidiary that does not constitute Collateral (subject to customary exceptions for cash collateral in favor of an agent, letter of credit issuer or similar “fronting” lender);

(6) such Incremental Equivalent Term Debt is not guaranteed by any Restricted Subsidiary that is not a Loan Party;

(7) if such Incremental Equivalent Term Debt satisfies the MFN Parameters, the MFN Provision shall apply; and

(8) such Incremental Equivalent Term Debt shall, other than as set forth herein, (x) be substantially identical to, or, taken as a whole, not materially more favorable to the lenders or holders providing such Incremental Equivalent Term Debt than, those applicable to the then-outstanding Term Loans, as determined in good faith by the Borrower, except to the extent any such materially more favorable terms (i) are provided to the Lenders of the existing Term Loans pursuant to an amendment to this Agreement only requiring execution by the Borrower and no other Person, (ii) only apply after the Maturity Date of the Initial Term Loans or (iii) are otherwise acceptable to the Administrative Agent, or (y) reflect market terms and conditions at the time of incurrence or issuance thereof as determined by the Borrower.

Incremental Equivalent Term Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Incremental Facility” has the meaning assigned to such term in Section 2.22(1).

“Incremental Facility Amendment” has the meaning assigned to such term in Section 2.22(5).

“Incremental Lenders” has the meaning assigned to such term in Section 2.22(5).

“Incremental Loans” has the meaning assigned to such term in Section 2.22(1).

“Incremental Loan Installment Date” has the meaning assigned to such term in Section 2.10(2).

“Incremental Yield” has the meaning assigned to such term in Section 2.22(8).

“Incurrence Based Amounts” has the meaning assigned to such term in Section 1.08(b).

“Indebtedness” means, with respect to any Person, without duplication:

(1) all obligations of such Person for borrowed money and any unfunded committed funding obligations in respect thereof;

(2) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

(3) all obligations of such Person under conditional sale or title retention agreements relating to property or assets purchased by such Person;

(4) all obligations of such Person issued or assumed as the deferred purchase price of property or services, to the extent the same would be required to be shown as a long-term liability on a balance sheet prepared in accordance with GAAP;

(5) all Capital Lease Obligations of such Person;

(6) all net payments that such Person would have to make in the event of an early termination, on the date Indebtedness of such Person is being determined, in respect of outstanding Hedge Agreements;

(7) the principal component of all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and bank guarantees;

(8) the principal component of all obligations of such Person in respect of bankers’ acceptances;

(9) all Guarantees by such Person of Indebtedness described in clauses (1) through (8) above; and

(10) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock);

provided that, Indebtedness will not include:

(1) trade payables, accrued expenses and intercompany liabilities arising in the ordinary course of business;

(2) prepaid or deferred revenue arising in the ordinary course of business;

(3) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to satisfy warranty or unperformed obligations of the seller of such asset;

(4) any earn-out, purchase price or working capital adjustment obligation, non-compete agreement obligations, consulting obligations and deferred compensation obligations until any such obligation is not paid within five Business Days after becoming due and payable;

(5) [reserved];

(6) Contingent Obligations incurred in the ordinary course of business;

(7) accruals for payroll and other liabilities accrued in the ordinary course of business; and

(8) liabilities associated with customer prepayments and deposits.

“Indemnified Taxes” means (1) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document; and (2) to the extent not otherwise described in clause (1), Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 10.06(2).

“Insolvency Proceedings” means,

(1) with respect to any Person, any case or proceeding with respect to such Person under any Debtor Relief Law, or the appointment, whether at common law, in equity or otherwise, of any trustee, custodian, manager, receiver, receiver and manager, interim receiver, administrative receiver, compulsory manager, monitor, liquidator or similar for all or any material portion of the property of such Person and

(2) with respect to an English Loan Party, any formal corporate action, legal proceedings or other procedure commenced or other step taken (including the making of an application, the presentation of a petition, the filing or service of a notice or the passing of a resolution) (in each case for reasons of financial difficulty and excluding any arrangements or negotiations with any of the Lenders) in relation to (A) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement, restructuring plan or otherwise) of such English Loan Party other than a solvent liquidation or reorganization of such English Loan Party, the terms of which have been previously approved in writing by the Administrative Agent or otherwise permitted by the terms of the Loan Documents, (B) a composition, assignment or arrangement with any class of creditors of such English Loan Party or (C) the appointment of a liquidator, trustee in bankruptcy, receiver, administrator, administrative receiver, compulsory manager, monitor or other similar officer in respect of such English Loan Party or any of its assets.

“Initial Commitment” means, as to each Term Lender, its obligation to make an Initial Term Loan to the Borrower hereunder, expressed as an amount representing the maximum principal amount of the Term Loans to be made by such Lender under this Agreement or in the Assignment and Acceptance pursuant to which such Lender becomes a party hereto, as applicable, in each case, as such amount may be adjusted from time to time in accordance with this Agreement. The amount of each Lender’s Initial Commitment is set forth on Schedule 2.01 under the captions “Initial Commitment”. The initial aggregate amount of Initial Commitments as of the Closing Date is $550,000,000.

“Initial Term Loans” means the term loans made on the Closing Date pursuant to Section 2.01.

“Intellectual Property” means all intellectual property of every kind and nature that any Grantor now or hereafter owns or in which any Grantor now or hereafter has an interest, including inventions, designs, Patents, Copyrights, Trademarks, trade secrets, domain names, confidential or proprietary technical and business information or know-how.

“Intellectual Property Rights” has the meaning assigned to such term in Section 3.20(1).

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

“Interest Payment Date” means (1) with respect to any SOFR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a SOFR Loan with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing; (2) with respect to any ABR Loan, the last Business Day of each March, June, September and December, commencing December 2023; and (3) the Maturity Date.

“Interest Period” means with respect to any SOFR Loan, a period commencing on the date of the making of such SOFR Loan (or the continuation of a SOFR Loan or the conversion of an ABR Loan to a SOFR Loan) and ending one, three or six months (or 12 months or such other periods as agreed to by the Administrative Agent and all participating Lenders (including to facilitate the alignment of interest payments with other borrowings hereunder or the end of a fiscal or calendar period)) thereafter; provided, that

(a) interest shall accrue at the applicable rate based upon Term SOFR from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires,

(b) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day,

(c) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is one, three or six months after the date on which the Interest Period began, as applicable,

(d) the Borrower may not elect an Interest Period which will end after the Maturity Date and

(e) no tenor that has been removed from this definition pursuant to Section 1.18 shall be available for specification in any notice of borrowing for a SOFR Loan or conversion or continuation notice

“Investment” means, as to any Person, the acquisition or investment by such Person, by means of

(a) the purchase or other acquisition (including by merger or otherwise) of Equity Interests of another Person,

(b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of Holdings and its Restricted Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business and consistent with past practices) or

(c) the purchase or other acquisition (in one transaction or a series of transactions, including by merger or otherwise) of all or substantially all of the property and assets of another Person or assets constituting a line of business or division or business or operating unit of such Person; provided that, in the event that any Investment is made by Holdings or any Restricted Subsidiary in any Person through substantially concurrent interim transfers of any amount through Holdings or any Restricted Subsidiaries, then such other substantially concurrent interim transfers shall be disregarded for purposes of Section 6.04.

For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made (which, in the case of any Investment constituting the contribution of an asset or property, shall be based on the Borrower’s good faith estimate of the fair market value of such asset or property at the time such Investment is made)), without adjustment for subsequent changes in the value of such Investment, net of any Returns with respect to such Investment.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Xxxxx’x and BBB- (or the equivalent) by S&P (or reasonably equivalent ratings of another internationally recognized rating agency).

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) securities that have an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its Restricted Subsidiaries;

(3) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition; and

(4) investments in any fund that invests at least 95.0% of its assets in investments of the type described in clauses (1) and (2) above which fund may also hold immaterial amounts of cash pending investment and/or distribution.

“ITA” means the Income Tax Act (Canada), as amended, and including any successor legislation thereto

“Junior Financing” means any Material Indebtedness permitted to be incurred hereunder that is

(1) unsecured or contractually subordinated in right of payment to the Obligations (other than Indebtedness among Holdings and its Restricted Subsidiaries),

(2) secured on Collateral by Liens that rank junior to the Liens securing the Obligations (other than indebtedness subject to customary crossing-lien arrangements) or

(3) any Permitted Refinancing Indebtedness that constitutes Material Indebtedness in respect of the foregoing;

provided that the Existing Borrower Notes and Existing Holdings Notes shall not constitute “Junior Financing”.

“Latest Maturity Date” means, as of any date of determination, the latest Maturity Date of the Term Facilities in effect on such date.

“LCT Election” has the meaning assigned to such term in Section 1.08(a).

“LCT Test Date” has the meaning assigned to such term in Section 1.08(a).

“Lead Arrangers” means Xxxxxxxxx Finance LLC, Citibank, N.A., Credit Agricole Corporate and Investment Bank, PNC Capital Markets LLC, Mizuho Bank, Ltd., The Bank of Nova Scotia and HSBC Securities (USA) Inc., as joint lead arrangers and joint bookrunners.

“Legal Reservations” means (a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, (b) applicable Debtor Relief Laws, (c) the existence of timing limitations with respect to the bringing of claims under applicable limitation laws and the defenses of acquiescence, set-off or counterclaim and the possibility that an undertaking to assume liability for, or to indemnify a Person against, non-payment of stamp duty may be void, (d) the principle that in certain jurisdictions and under certain circumstances a Lien granted by way of fixed charge may be re-characterized as a floating charge or that security purported to be constituted as an assignment may be re-characterized as a charge, (e) the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void, (f) the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant, (g) the principle that the creation or purported creation of collateral over any claim, other right, contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement (or contract or agreement relating to or governing the claim or other right) over which security has purportedly been created, (h) the principle that the creation or purported creation of Collateral or guarantees by a German Subsidiary or a German Loan Party or guarantees by a German Subsidiary or a German Loan Party may be subject to additional limitations and restrictions pursuant to capital maintenance requirements under German law, (i) the StaRUG Reservation, (j) similar principles, rights and defenses under the laws of any relevant jurisdiction and (k) any other matters which are set out as qualifications or reservations (however described) as to matters of law in any legal opinion delivered pursuant to the Loan Documents.

“Lender” means each financial institution listed on Schedule 2.01 (other than any such Person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 10.04) as a Lender, as well as any Person that becomes a Lender hereunder pursuant to Section 10.04 and any Additional Lender.

“Lender Default” means:

(1) the refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender to make available its portion of any Borrowing or reimbursement obligations hereunder, which refusal or failure is not cured within two Business Days after the date of such refusal or failure, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Xxxxxx’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified in such writing) has not been satisfied;

(2) the failure of any Lender to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due;

(3) any Lender has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other similar agreements in which it commits to extend credit;

(4) the failure of any Lender within three Business Days after request by the Administrative Agent, to confirm that it will comply with its funding obligations hereunder (provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (4) upon receipt of such written confirmation by the Administrative Agent and the Borrower);

(5) any Lender or a direct or indirect parent company of such Lender becoming subject to a Bail-In Action; or

(6) the admission in writing by any Lender that it is insolvent or such Lender becoming subject to a Lender-Related Distress Event.

“Lender Group” means each of the Lenders and Agent, or any one or more of them.

“Lender-Related Distress Event” means, with respect to any Lender or any Person that directly or indirectly controls a Lender (each, a “Distressed Person”), as the case may be, a voluntary or involuntary case with respect to such Distressed Person under any Debtor Relief Law, or a custodian, conservator, administrative receiver, monitor, compulsory manager, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any Person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event will not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in any Lender or any Person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof.

“Lending Office” means, as to any Lender, the applicable branch, office or Affiliate of such Lender designated by such Lender to make Loans.

“Lien” means, with respect to any asset (1) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest or similar encumbrance in or on such asset; or (2) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event will an operating lease, any capital lease in respect of real property permitted hereunder, or an agreement to sell be deemed to constitute a Lien.

“Limited Condition Transaction” means any acquisition or other investment (including by way of merger), the irrevocable repayment, redemption, repurchase, satisfaction or discharge of Indebtedness or the making of any Restricted Payment (including with respect to any Indebtedness contemplated or incurred in connection therewith), in each case, by Holdings, the Borrower or one or more Restricted Subsidiaries permitted pursuant to the Loan Documents whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“Loan Documents” means this Agreement, the Guaranty, the Security Documents, any Acceptable Intercreditor Agreement, any Incremental Facility Amendment, any Extension Amendment and any Note and, solely for the purposes of Sections 3.01, 3.02, and 8.01(3) hereof, the Fee Letters.

“Loan Parties” means the Borrower, Holdings and the other Guarantors.

“Loans” means the Term Loans and any other loans made by any Lenders to the Borrower pursuant to this Agreement, any Incremental Facility Amendment and/or any Refinancing Amendment.

“Margin Stock” has the meaning assigned to such term in Regulation U.

“Material Adverse Effect” means a material adverse effect on (1) the business, financial condition or results of operations, in each case, of Holdings and its Restricted Subsidiaries (taken as a whole), (2) the material rights and remedies of the Administrative Agent and the Lenders (taken as a whole) under the Loan Documents or (3) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the Loan Documents.

“Material Indebtedness” means Indebtedness (other than the Loans) of Holdings, the Borrower or any Subsidiary Loan Party in an aggregate outstanding principal amount exceeding at the time of any determination the greater of (x) $130,000,000 and (y) 15% of Consolidated EBITDA for the most recently ended Test Period at such time of determination.

“Material Intellectual Property” means Intellectual Property owned by Holdings or any Restricted Subsidiary that is material to the business of Holdings and its Restricted Subsidiaries, taken as a whole, as determined by the Borrower in good faith.

“Material Real Property” means any Real Property owned in fee by a Loan Party that has a fair market value (as determined in good faith by the Borrower) at the time of acquisition thereof by a Loan Party of at least $25,000,000.

“Material Subsidiary” means any Restricted Subsidiary other than an Immaterial Subsidiary.

“Maturity Date” means, as the context may require:

(1) with respect to the Initial Term Loans, November 17, 2029;

(2) with respect to any Incremental Loans, the final maturity date specified therefor in the applicable Incremental Facility Amendment;

(3) with respect to any Other Term Loans, the final maturity date specified therefor in the applicable Refinancing Amendment; and

(4) with respect to any Extended Term Loans, the final maturity date specified therefor in the applicable Extension Amendment.

“Maximum Rate” has the meaning assigned to such term in Section 10.10(1).

“MFN Parameters” has the meaning assigned to such term in Section 2.22(8)(b).

“MFN Provision” has the meaning assigned to such term in Section 2.22(8)(b).

“MNPI” means any material Non-Public Information regarding Holdings and the Subsidiaries that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information). For purposes of this definition, “material Non-Public Information” means Non-Public Information that would reasonably be expected to be material to a decision by any Lender to assign or acquire any Term Loans or to enter into any of the transactions contemplated thereby.

“Moody’s” means Xxxxx’x Investors Service, Inc.

“Mortgaged Properties” means all Material Real Property as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Mortgage pursuant to this Agreement.

“Mortgages” means each of the mortgages, debentures and deeds of trust made by any Loan Party, reasonably acceptable to the Administrative Agent, in favor of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties, as the same may be amended, supplemented, replaced and/or otherwise modified from time to time.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which Holdings, the Borrower or any Restricted Subsidiary or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Net Cash Proceeds” means the aggregate cash proceeds (using the fair market value (as determined in good faith by a the Borrower) of any Cash Equivalents) received by the Borrower or any Restricted Subsidiary in respect of any Asset Sale (including any cash received in respect of or upon the sale or other disposition of any Designated Non-Cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, and including any proceeds received as a result of unwinding any related Hedge Agreements in connection with such transaction but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct cash costs relating to such Asset Sale and the sale or disposition of such Designated Non-Cash Consideration (including legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required to be paid as a result of such transaction that is secured by a Permitted Lien (provided that, in the case of Collateral, such Lien is prior or senior to the Lien securing the Obligations), any costs associated with unwinding any related Hedge Agreements in connection with such transaction and any deduction of appropriate amounts to be provided by the Borrower or any of the Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Borrower or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment

benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; provided that, such reserved amounts will be deemed to be Net Cash Proceeds to the extent and at the time of any reversal thereof (to the extent not applied to the satisfaction of any applicable liabilities in cash in a corresponding amount); provided, further, that such cash proceeds realized in any single transaction or series of related transactions shall not constitute Net Cash Proceeds for the purposes of Section 2.12(2) unless the amount of such proceeds exceeds the greater of (x) $85,000,000 and (y) 10% of Consolidated EBITDA for the most recently ended Test Period (such cash proceeds, the “Below Threshold Asset Sale Proceeds”), with only the amount in excess of such threshold constituting Net Cash Proceeds for purposes of Section 2.12(2).

“New York Courts” has the meaning assigned to such term in Section 10.16(1).

“Non-Consenting Lender” has the meaning assigned to such term in Section 2.20(3).

“Non-Public Information” means information that is not (i) publicly available or (ii) information of the type that would be publicly available if a Person was a public reporting company (in the case of Holdings, the Borrower or any of the Borrower’s Subsidiaries, as reasonably determined by the Borrower).

“Non-Ratio Based Incremental Facility Cap” has the meaning assigned to such term in Section 2.22(3).

“Note” has the meaning assigned to such term in Section 2.09(5).

“Notifiable Event” means an event that is notifiable to the Pensions Regulator under Section 69 or Section 69A of the Pensions Act 2004 of the United Kingdom and associated regulations (as amended from time to time).

“NYFRB Rate” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Administrative Agent from three Federal funds brokers of recognized standing selected by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed to be zero).

“Obligations” means:

(1) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and all amounts owing to any Agent or any Lender or any beneficiary of any indemnification obligation undertaken by any Loan Party, in each case pursuant to the terms of this Agreement and any other Loan Document, including all interest, fees, expenses and other amounts accrued or accruing (or that would, absent the commencement of an insolvency or liquidation proceeding, accrue) after the commencement by or against any Loan Party of any proceeding under Title 11 of the United States Code, as now constituted or hereafter amended (the “Bankruptcy Code”), or any other Debtor Relief Laws naming such Loan Party as the debtor in such proceeding, in accordance with and at the rate specified in this Agreement, whether or not the claim for such interest, fee, expense or other amount is allowed or allowable as a claim in such proceeding;

(2) any Specified Hedge Obligations; and

(3) any Cash Management Obligations;

provided that:

(a) Specified Hedge Obligations and Cash Management Obligations will be Guaranteed pursuant to the Guaranty and secured pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and Guaranteed;

(b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement, the Guaranty or any Security Document will not require the consent of any Cash Management Bank or Qualified Counterparty; and

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Original Term Loan Installment Date” has the meaning assigned to such term in Section 2.10(1).

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other First Lien Indebtedness” has the meaning assigned to such term in Section 2.12(8).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.20).

“Other Term Loan Installment Date” has the meaning assigned to such term in Section 2.10(2).

“Other Term Loans” has the meaning assigned to such term in Section 2.23(1).

“Participant” has the meaning assigned to such term in Section 10.04(4)(a).

“Participant Register” has the meaning assigned to such term in Section 10.04(4)(a).

“Payment Office” means the office of the Administrative Agent located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 or such other office or account as the Administrative Agent may designate to the Borrower and the Lenders from time to time.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA, or any successor thereto.

“Pensions Regulator” means the body corporate established under section 1 of the Pensions Act 2004 of the United Kingdom (or any replacement or successor body from time to time).

“Permitted Acquisition” means any acquisition of all or substantially all the assets of, or a majority of the Equity Interests in (or any acquisition of the Equity Interests in if, following the acquisition of such Equity Interests, a majority of the Equity Interests is owned by the Borrower and its Restricted Subsidiaries and such Person is or becomes a Restricted Subsidiary), or merger, consolidation or amalgamation with, a Person (provided that, the survivor of any such merger, consolidation or amalgamation is a Restricted Subsidiary and if with a Loan Party, the Loan Party is the surviving entity), or any acquisition of assets constituting a business or operating unit, division or line of business of a Person (or any subsequent investment made in a Person, business or operating unit, division or line of business of a Person previously acquired in a Permitted Acquisition) so long as (1) no Specified Event of Default is continuing immediately prior to the execution of the binding agreement governing such Investment or would result therefrom and (2) the Borrower complies with Section 5.10, to the extent applicable.

“Permitted Amendment” means any Incremental Facility Amendment, Refinancing Amendment or Extension Amendment.

“Permitted Debt” has the meaning assigned thereto in Section 6.01.

“Permitted Investment” has the meaning assigned to such term in Section 6.04.

“Permitted Liens” has the meaning assigned to such term in Section 6.02.

“Permitted Refinancing Indebtedness” means any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, retire, discharge, repurchase, exchange or refund (collectively, “Refinance”) the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and other costs and expenses incurred in connection with such Refinancing);

(2) other than with respect to customary escrow arrangements and Customary Bridge Loans, the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness is greater than or equal to the Weighted Average Life to Maturity of the Indebtedness being Refinanced and has a final maturity date equal to or later than the maturity date of the Indebtedness being Refinanced;

(3) if the Indebtedness being Refinanced is subordinated in right of payment to any Obligations under this Agreement, such Permitted Refinancing Indebtedness is subordinated in right of payment to such Obligations on terms at least as favorable in all material respects to the Lenders (as determined in good faith by the Borrower) as those contained in the documentation governing the Indebtedness being Refinanced;

(4) no Permitted Refinancing Indebtedness may have different obligors, or greater Guarantees or security, than the Indebtedness being Refinanced;

(5) in the case of a Refinancing of Indebtedness that is secured by Xxxxx on the Collateral on a pari passu basis with, or on a junior basis to, the Loans with Indebtedness that is secured by Collateral on a junior basis to the Loans, a Debt Representative acting on behalf of the holders of such Indebtedness has become party to or is otherwise subject to the provisions of the applicable Acceptable Intercreditor Agreement(s) and, if applicable, the Securitization Intercreditor Agreement;

(6) in the case of a Refinancing of the Indebtedness under the ABL Credit Agreement, the Liens, if any, securing such Permitted Refinancing Indebtedness that are secured on a senior basis on the ABL Priority Collateral (as defined in the ABL Intercreditor Agreement) to the Liens securing the Obligations are subject to the applicable Acceptable Intercreditor Agreement(s); and

(7) if such Indebtedness being Refinanced (x) is unsecured, then such Permitted Refinancing Indebtedness shall be unsecured and (y) is secured on a junior basis to the Loans, then such Permitted Refinancing Indebtedness shall be unsecured or secured on a junior basis to the Loans and subject to an Acceptable Intercreditor Agreement.

Indebtedness constituting Permitted Refinancing Indebtedness will not cease to constitute Permitted Refinancing Indebtedness as a result of the subsequent extension of the Latest Maturity Date after the date of original incurrence thereof.

“Person” means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company, unlimited liability company, government, individual or family trust, Governmental Authority or other entity of whatever nature.

“Plan” means any “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is (1) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA; and (2) either (a) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by Holdings or any of its Subsidiaries or any ERISA Affiliate or (b) in respect of which Holdings or any of its Subsidiaries or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan of Reorganization” has the meaning assigned to such term in Section 9.01(5).

“Platform” has the meaning assigned to such term in Section 10.18.

“Pledged Collateral” means “Pledged Collateral” (or such equivalent term) as defined in the applicable Security Document.

“PPSA” means the Personal Property Security Act (Ontario), including the regulations thereto, provided that, if validity, perfection or the effect of perfection or non-perfection or the priority of any Lien created hereunder on the Collateral is governed by the personal property security legislation or other applicable legislation with respect to personal property security in effect in a jurisdiction other than Ontario, “PPSA” means the Personal Property Security Act or such other applicable legislation in effect from time to time in such other jurisdiction (including the Civil Code of Quebec and the regulations respecting the register of personal and movable real rights thereunder) for purposes of the provisions hereof relating to such validity, perfection, effect of perfection or non-perfection or priority.

“Prepayment Asset Sale” means any Asset Sale consummated in reliance on Sections 6.05(2), (4) or (13).

“Prime Rate” means the rate of interest last quoted by the Wall Street Journal as the “Prime Rate” in the United States or, if the Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent).

“Principal Amortization Percentage” means, for any fiscal quarter identified below, the applicable percentage set forth across such fiscal quarter in the table below under the heading “Principal Amortization Percentage”:


Each fiscal quarter ending during the periods set forth below:	Principal Amortization Percentage:
March 31, 2024 – December 31, 2024		1.25	%
March 31, 2025 – December 31, 2025		1.25	%
March 31, 2026 – December 31, 2026		1.875	%
March 31, 2027 – December 31, 2027		2.50	%
March 31, 2028 – thereafter		2.50	%

“Pro Forma Basis” or “Pro Forma” means, with respect to the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio or the Cash Interest Coverage Ratio, Consolidated EBITDA, or any other calculation under any applicable provision of the Loan Documents, as of any date, that

(1) pro forma effect will be given to Specified Transactions, in each case that have occurred during the four consecutive fiscal quarter period of the Borrower being used to calculate such financial ratio (the “Reference Period”), or, other than with respect to the calculation of Required ECF Percentage (other than in respect of any permanent payments of Indebtedness on or prior to the date any Excess Cash Flow mandatory payment is made for which such Required ECF Percentage is being calculated (including any such Excess Cash Flow mandatory payment) not funded with long term indebtedness (other than revolving indebtedness)) and Applicable Rate subsequent to the end of the Reference Period but prior to such date or prior to or simultaneously with the event for which a determination under this definition is made (including any such event occurring at a Person who became a Restricted Subsidiary after the commencement of the Reference Period), as if each such event occurred on the first day of the Reference Period,

(2) without duplication with any addback in the definition of Consolidated EBITDA, pro forma effect may be given to pro forma “run rate” cost savings, operating expense reductions, restructuring charges and synergies related to or resulting from operational efficiencies, strategic initiatives and cost saving initiatives, acquisitions, divestitures, other specified transactions, restructurings, Permitted Acquisitions or any other acquisition that constitutes a Permitted Investment and other initiative and action and reasonably expected by the Borrower and its Restricted Subsidiaries to be realized based upon actions that have been taken as of the date of such calculation, or as of the date of such calculation are reasonably expected to be taken within 24 months of the date of such calculation, (without duplication of the amount of actual benefit realized during such period from such actions), which cost savings, operating expense reductions, restructuring charges and synergies are factually supportable and reasonably identifiable in the good faith determination of the Borrower, as certified in writing by a Financial Officer of the Borrower or Holdings; provided that such cost savings, operating expense reductions, restructuring charges and synergies under this clause (2) and clauses (c) and (k) of the definition of “Consolidated EBITDA” shall not exceed in any consecutive four fiscal quarter period the Shared EBITDA Cap for such four consecutive fiscal quarter period, calculated after giving effect to such Shared EBITDA Cap; and

(3) any outstanding and unused commitments under any credit facility or revolving facility shall be deemed fully drawn.

“Projections” means all projections (including financial estimates, financial models, forecasts and other forward-looking information) furnished to the Lenders or the Administrative Agent by or on behalf of Holdings or any of the Subsidiaries on or prior to the Closing Date.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning assigned to such term in Section 10.18.

“Purchasing Borrower Party” means Holdings or any Subsidiary of Holdings that becomes an Assignee or Participant pursuant to Section 10.04(14).

“Purchasing Borrower Party Assignment and Acceptance” means an assignment agreement substantially in the form of Exhibit A-2

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. §5390(c)(8)(D).

“QFC Credit Support” has the meaning specified therefor in Section 10.26 of this Agreement.

“Qualified Counterparty” means any counterparty to any Specified Hedge Agreement designated by the Borrower to the Administrative Agent in writing as a “Qualified Counterparty”.

“Qualified Equity Interests” means any Equity Interests other than Disqualified Stock.

“Qualified Receivables Transaction” means any transaction or arrangement or series of transactions or arrangements entered into by Holdings or any of its Subsidiaries in order to monetize or otherwise finance, or as a result of which it may receive earlier than otherwise due amounts that will become receivable or be earned in the future in respect of, a discrete pool (which may be fixed or revolving) of Receivables, leases or other financial assets including (1) any sale and assignment of receivables agreements and (2) any financing contracts and any transaction or arrangement that is not a sale or transfer but pursuant to and by virtue of which a Person succeeds to, and becomes entitled to, the rights under or in respect of such Receivables, leases or other financial assets (in each case whether now existing or arising in the future), and which may include a Lien on (a) Receivables, (b) deposit or other accounts (and the funds or investments from time to time credited thereto) established in connection with a Qualified Receivables Transaction to secure obligations of Holdings or any Subsidiary arising in connection with or otherwise related to such transaction, (c) any promissory note issued by Holdings or any Subsidiary evidencing the repayment of amounts directly or indirectly distributed to Holdings or any Subsidiary from any such accounts and (d) any assets of or Equity Interests in each and any Receivables SPE used to facilitate such transaction.

“Quarterly Financial Statements” has the meaning assigned to such term in Section 5.04(2).

“Ratio Based Incremental Facility Amount” has the meaning assigned to such term in Section 2.22(3).

“Ratio Debt” has the meaning assigned to such term in Section 6.01.

“Real Property” means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by any Loan Party, together with, in each case, all easements, hereditaments and appurtenances relating thereto, and all improvements and appurtenant fixtures incidental to the ownership or lease thereof.

“Receivables” means as to any Person, all of such Person’s, contract rights, instruments, documents, chattel paper (whether tangible or electronic), general intangibles relating to accounts, drafts and acceptances, and all other forms of obligations owing to such Person, in each case, arising out of or in connection with the sale, lease or other disposition of Inventory or the rendition of services, all guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to the Administrative Agent hereunder.

“Receivables SPE” means a Subsidiary that is a special purpose entity that

(a) borrows against Receivables or purchases, leases or otherwise acquires Receivables or sells, disposes, assigns, leases, conveys or otherwise transfers Receivables to one or more third party purchasers or another Receivables SPE in connection with a Qualified Receivables Transaction,

(b) engages in other activities that are necessary or desirable to effectuate the activities described in the definitions of Qualified Receivables Transaction or Third-Party Vendor Financing Program or

(c) is established or then used solely for the purpose of, and has no business other than, owning a Receivables SPE, servicing Receivables owned by a Receivables SPE, owning or holding title to the property or assets giving rise to such Receivables or any activities incidental thereto (including those described in the definitions of Qualified Receivables Transaction or Third-Party Vendor Financing Program); provided, that a Receivables SPE shall not be required to be a special purpose entity if it is a Foreign Subsidiary that is not a Loan Party and any Securitization Arrangement with respect to such Receivables SPE shall not have recourse against Holdings, the Borrower or any Restricted Subsidiary.

“Receiver” has the meaning given to that term in the English Security Documents.

“Recipient” means the Administrative Agent and any Lender, as applicable.

“Reference Period” has the meaning assigned to such term in the definition of “Pro Forma Basis”.

“Refinance” has the meaning assigned to such term in the definition of “Permitted Refinancing Indebtedness”, and the terms “Refinanced” and “Refinancing” will have correlative meanings.

“Refinanced Debt” has the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness”.

“Refinancing Amendment” means an amendment to this Agreement (and, as necessary, each other Loan Document) executed by each of (1) the Borrower and Holdings; (2) the Administrative Agent; and (3) each Lender that agrees to provide any portion of the Other Term Loans in accordance with Section 2.23.

“Register” has the meaning assigned to such term in Section 10.04(2)(d).

“Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having the same Guarantees and collateral provisions) issued by the Borrower in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Regulation T” means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

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

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating in, into, upon, onto or through the Environment.

“Relevant Governmental Body” means the Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Remaining Present Value” means, as of any date with respect to any lease, the present value as of such date of the scheduled future lease payments with respect to such lease, determined with a discount rate equal to a market rate of interest for such lease reasonably determined at the time such lease was entered into.

“Reportable Event” means any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30 day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code).

“Repricing Event” means (1) any prepayment of Initial Term Loans with the proceeds of, or any conversion of Initial Term Loans into, any new or replacement tranche of term loan debt financing of any Loan Party bearing interest at an “effective” yield that is less than the “effective” yield applicable to Initial Term Loans, the primary purpose of which is to reduce such “effective” yield, and (2) any amendment to the Term Facility that, directly or indirectly, reduces the “effective” yield applicable to the Initial Term Loans the primary purpose of which is to reduce such “effective” yield (in each case, calculating such “effective” yield consistent with the methodology for calculating the “yield” of any Initial Term Loans and any “Incremental Yield” pursuant to the terms of Section 2.22(8)); provided that, no Repricing Event will be deemed to occur in connection with a dividend recapitalization, Change in Control or Enterprise Transformative Event.

“Required ECF Percentage” means, with respect to any Excess Cash Flow Period, the percentage set forth in the table below based on the Total Leverage Ratio determined as of the last day of such Excess Cash Flow Period:


Total Leverage Ratio	Required Percentage
Greater than 3.75:1.00		50	%
Less than or equal to 3.75:1.00 but greater than 3.25:1.00		25	%
Less than or equal to 3.25:1.00		0	%

“Required Financial Statements” has the meaning assigned to such term in Section 5.04(2).

“Required Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Commitments and outstanding Term Loans representing more than 50% of the aggregate outstanding Term Loans at such time (calculated, in each case, using the Exchange Rate in effect on the applicable date of determination). Commitments and outstanding Term Loans of any Defaulting Lender will be disregarded in determining Required Lenders; provided that subject to the Borrower’s right to replace Defaulting Lenders as set forth herein, Defaulting Lenders will be included in determining Required Lenders with respect to any amendment that would disproportionately affect the obligation of the Borrower to make payment of the Loans or Commitments of such Defaulting Lender as compared to other Lenders holding the same Class of Loans or Commitments.

“Required Prepayment Asset Sale” has the meaning assigned to such term in Section 2.12(2).

“Responsible Officer” means, with respect to any Loan Party, the chief executive officer, president, vice president, secretary, assistant secretary or any Financial Officer of such Loan Party or any other individual designated in writing to the Administrative Agent by an existing Responsible Officer of such Loan Party as an authorized signatory of any certificate or other document to be delivered hereunder. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party will be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of such Loan Party and such Responsible Officer will be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payments” has the meaning assigned to such term in Section 6.06.

“Restricted Subsidiary” means any Subsidiary of a Person other than an Unrestricted Subsidiary of such Person. Unless otherwise indicated in this Agreement, all references to Restricted Subsidiaries will mean Restricted Subsidiaries of Holdings.

“Return” means, with respect to any Investment, any dividend, distribution, interest, fee, premium, return of capital, repayment of principal, income, profit (from a disposition or otherwise) and any other amount received or realized in respect in cash (or the fair market value of property and assets received as determined by the Borrower in good faith) thereof.

“S&P” means Standard & Poor’s Ratings Services or any successor entity thereto.

“Sale and Lease-Back Transaction” has the meaning assigned to such term in Section 6.03.

“Sanctioned Country” means, at any time, a country or territory that is itself the target of comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic).

“Sanctioned Person” means any Person that is the target of Sanctions, including (a) any Person listed in any Sanctions-related list of designated persons, including the list of Specially Designated Nationals and Blocked Persons, or the U.S. Department of State, the United Nations Security Council, the European Union, any member state of the European Union, the United Kingdom, Hong Kong Monetary Authority and His Majesty’s Treasury, or any other Sanctions-related list maintained by any other relevant Governmental Authority with jurisdiction over any member the Lender Group or any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing, , (b) any Person operating, organized, incorporated or residing in a Sanctioned Country, (c) the government of a Sanctioned Country or the Government of Venezuela, or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by, or acting on behalf of, any such Person or Persons described in clauses (a) through (c) above.

“Sanctions” means individually and collectively, respectively, economic sanctions, trade sanctions, financial sanctions, secondary sanctions, trade embargoes and other sanctions laws, regulations or embargoes imposed, administered or enforced from time to time by: (a) the government of the United States of America, including those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the United Nations Security Council, (c) the European Union or any European Union Member State, (d) the United Kingdom, (e) the Government of Canada or (f) any other Governmental Authority with jurisdiction over any member of the Lender Group or any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing.

“SEC” means the Securities and Exchange Commission or any successor thereto.

“Section 956 Limitation” means any exclusion or limitation on an entity providing guarantees or pledging its assets (other than assets that would, absent the application of this sentence, be Excluded Equity Interests), or on the pledge of Equity Interests issued by such entity (e.g., any 65% limitation), in each case, as a result of such entity being a CFC or FSHCO (or subsidiary thereof) or any adverse tax, cost, or burden resulting under Section 956 of the Code or similar provision of state or local law.

“Secured Leverage Ratio” means, as of any date, the ratio of Consolidated Secured Debt as of the last day of the then most recently ended Test Period to Consolidated EBITDA for the then most recently ended Test Period, calculated on a Pro Forma Basis.

“Secured Parties” means the collective reference to the “Secured Parties” as defined in the Collateral Agreement (or, in the case of any Foreign Subsidiary, the equivalent Security Document).

“Securities Act” means the Securities Act of 1933, as amended, or any similar Canadian statute.

“Securitization Arrangements” has the meaning assigned to such term in the ABL Credit Agreement as in effect on the date hereof and as amended, restated, amended and restated, modified or otherwise supplemented from time to time in a manner not materially adverse to the Lenders, taken as a whole.

“Securitization Intercreditor Agreement” has the meaning assigned to such term in the ABL Credit Agreement.

“Securitization Proceeds” means, collectively, the proceeds of Receivables, leases, conditional sale contracts or other financial assets of the Loan Parties and/or their respective Subsidiaries (in each case, other than a Finance SPE) that are sold or transferred by a Loan Party and/or its Subsidiary (in each case, other than a Finance SPE) pursuant to Third-Party Vendor Financing Programs or Qualified Receivables Transactions.

“Security Documents” means the collective reference to the Collateral Agreement, the Mortgages, the Intellectual Property Security Agreements (as defined in the Collateral Agreement), the English Security Documents, the Canadian Security Documents and each of the security agreements, deeds of hypothec, and other instruments and documents executed and delivered by any Loan Party pursuant hereto, thereto or pursuant to which a Loan Party grants a lien on collateral to secure the Obligations.

“Shared Debt Cap” means, with respect to the incurrence of any Indebtedness incurred pursuant to the proviso to the definition of “Ratio Debt” and Sections 6.01(12), (21), (22) and (33), without duplication, the greater of (x) $260,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period as of the date such Indebtedness is incurred (as reduced by amounts incurred pursuant to the proviso to the definition of “Ratio Debt” and Sections 6.01(12), (21), (22) and (33)).

“Shared EBITDA Cap” means, for any period of four consecutive fiscal quarters, 25% of Consolidated EBITDA for such period (calculated prior to giving effect to the aggregate amount of adjustments to be included pursuant to clauses (c) and (k) of the definition of “Consolidated EBITDA” and clause (2) of the definition of “Pro Forma Basis”.

“Shared Investment Cap” means, with respect to any Investment made pursuant to Sections 6.04(4), (5), (29) and (38), without duplication, the greater of (x) $260,000,000 and (y) 30% of Consolidated EBITDA for the most recently ended Test Period as of the date such Investment is made (as reduced by amounts utilized pursuant to Sections 6.04(4), (5), (29) and (38)).

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Borrowing” means a Borrowing comprised of SOFR Loans.

“SOFR Loan” means each portion of a Loan that bears interest at a rate determined by reference to Term SOFR (other than pursuant to clause (3) of the definition of “ABR”).

“Sold Entity or Business” has the meaning assigned to such term in the definition of “Consolidated EBITDA”.

“Specified Event of Default” means any Event of Default under Section 8.01(2), 8.01(3), 8.01(8) (with respect to the Borrower) or 8.01(9) (with respect to the Borrower).

“Specified Hedge Agreement” means any Hedge Agreement entered into or assumed between or among the Borrower or any other Restricted Subsidiary and any Qualified Counterparty and designated by the Qualified Counterparty and the Borrower in writing to the Administrative Agent as a “Specified Hedge Agreement” under this Agreement (which designation shall include a designation of such Qualified Counterparty in accordance with the definition thereof (if not previously designated as a Qualified Counterparty) and such Qualified Counterparty’s agreement to be bound by Sections 9.01, 9.04, 9.08 and Section 10.16 hereof) (but only if such Hedge Agreement has not been designated as a “Specified Hedge Agreement” under the ABL Credit Agreement).

“Specified Hedge Obligations” means all amounts owing by the Borrower or any Restricted Subsidiary to any Qualified Counterparty under any Specified Hedge Agreement.

“Specified Representations” means the representations and warranties of each of Holdings, the Borrower and the other Loan Parties set forth in the following sections of this Agreement:

(1) Section 3.01(1) and (4) (but solely with respect to its organizational existence and status and organizational power and authority as to the execution, delivery and performance of this Agreement and the other Loan Documents);

(2) Section 3.02(1) (but solely with respect to its authorization of this Agreement and the other Loan Documents);

(3) Section 3.02(2)(a)(i) (but solely with respect to non-conflict of this Agreement and the other Loan Documents (limited to their execution, delivery and performance of the Loan Documents, incurrence of the Obligations thereunder and the granting of guarantees and security interests in respect of such Obligations) with its certificate or article of incorporation or other charter document);

(4) Section 3.03 (but solely with respect to execution and delivery by it, and enforceability against it, of this Agreement and the other Loan Documents);

(5) Section 3.08(2);

(6) Section 3.09;

(7) Section 3.14 (but solely with respect to the validity and perfection of the Liens on the Collateral and subject to Permitted Liens);

(8) Section 3.16; and

(9) Section 3.19(1), (2) and (4) (in each case, solely as such representation relates to use of proceeds of the Loans on the Closing Date).

“Specified Transaction” means any Permitted Acquisition or any Investment (including any Limited Condition Transaction), any fundamental changes, any issuance, incurrence, assumption or repayment of Indebtedness (including Indebtedness issued, incurred, assumed or repaid as a result of, or to finance, any relevant transaction and for which any such financial ratio or other calculation is being calculated), all sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business or division, Restricted Payment, incurrence of Liens, or any conversion of a Restricted Subsidiary to an Unrestricted Subsidiary or of an Unrestricted Subsidiary to a Restricted Subsidiary and restructuring, strategic and other cost savings initiatives or Incremental Loans that, by the terms of this Agreement, is to be calculated on a “Pro Forma Basis”; provided that, at the Borrower’s election, any such Specified Transaction (other than a Restricted Payment) having an aggregate value of less than $15,000,000 shall not be calculated on a “Pro Forma Basis”.

“StaRUG Reservation” means the principle that

(1) neither the circumstance that a restructuring matter (Restrukturierungssache) is pending at a restructuring court pursuant to the German Act on the Stabilization and Restructuring Framework for Enterprises (Gesetz über den Stabilisierungs- und Restrukturierungsrahmen für Unternehmen) (“StaRUG”) nor the circumstance that a stabilization or restructuring instrument (Instrument des Stabilisierungs- und Restrukturierungsrahmens) provided by the StaRUG is used by a debtor constitutes without further ado (ohne Weiteres) as such

(A)

a right for the termination of contractual relationships (Beendigung von Vertragsverhältnissen) to which the debtor is a party;

(B)

a right for the acceleration of obligations (Fälligstellung von Leistungen); or

(C)

a right of the respective counterparty of the debtor (i) to refuse the performance of obligations owed to the debtor or (ii) to demand an adjustment or other modification of the contract,

(2) none of the circumstances referred to in paragraph (1) above affects as such the validity of the contract; and

(3) contractual provisions to the contrary of paragraphs (1) and (2) above are void

(without prejudice to exceptions for excluded transactions pursuant to paragraph 3 of section 44 of the StaRUG).

“Subagent” has the meaning assigned to such term in Section 9.03.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other entity of which more than 50.0% of the voting Equity Interests are at the time owned by such Person. Unless otherwise indicated in this Agreement, all references to Subsidiaries will mean Subsidiaries of Holdings.

“Subsidiary Loan Parties” means (1) on the Closing Date, each of the Restricted Subsidiaries of the Borrower set forth on Schedule 1.01A and (2) subject to the Agreed Security Principles, each Subsidiary of the Borrower that becomes a party to the Guaranty and the Collateral Agreement (or, in the case of any Foreign Subsidiary, the equivalent Security Document) after the Closing Date and guarantees and grants Liens on the Collateral to secure the Obligations in accordance with the terms hereof.

“Successor Company” has the meaning assigned to such term in Section 6.05(1).

“Supported QFC” has the meaning specified therefor in Section 10.26 of this Agreement.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

“Synergies Threshold” has the meaning assigned to such term in clause (l) of the definition of “Consolidated EBITDA”.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding) or similar charges imposed by any Governmental Authority and any and all interest and penalties related thereto.

“Term SOFR” means,

(1) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR

Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then the Administrative Agent shall so notify the Borrower and, at the option of the Borrower, (i) Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first Business Day preceding such Periodic Term SOFR Determination Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day or (ii) Term SOFR on such Periodic Term SOFR Determination Day shall be deemed to equal Daily Simple SOFR on such day, and

(2) for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then the Administrative Agent shall so notify the Borrower and, at the option of the Borrower, (i) Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such ABR Term SOFR Determination Day or (ii) Term SOFR on such ABR Term SOFR Determination Day shall be deemed to equal Daily Simple SOFR on such day.

Notwithstanding anything to the contrary herein, Term SOFR shall not be less than the Floor.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Term Facility” means the facility and commitments utilized in making Initial Term Loans hereunder. Following the establishment of any Incremental Loans (other than an increase to an existing Term Facility), Other Term Loans or Extended Term Loans, such Incremental Loans, Other Term Loans or Extended Term Loans will be considered a separate Term Facility hereunder (each such Term Facility, collectively, the “Term Facilities”).

“Term Lender” means any Lender that holds Term Loans and/or Commitments at such time.

“Term Loan Installment Date” means, as the context requires, an Original Term Loan Installment Date, an Incremental Loan Installment Date, an Other Term Loan Installment Date or an Extended Term Loan Installment Date.

“Term Loans” means, collectively, the Initial Term Loans and, unless the context otherwise requires, any Incremental Loans, any Other Term Loans and any Extended Term Loans.

“Termination Date” means the date the Commitments have been terminated and the Obligations (other than (i) Specified Hedge Obligations and Cash Management Obligations that are not then due and payable (or, if due and payable, subject to arrangements provided for in a manner reasonably satisfactory to the applicable Secured Party and communicated in writing to the Administrative Agent) and (ii) contingent indemnification and reimbursement obligations that are not yet due and payable and for which no claim has been asserted) have been paid in full.

“Third-Party Vendor Financing Program” means each and any arrangement by Holdings or any Subsidiary of third-party vendor financing directly or indirectly for customers of Holdings and its Subsidiaries including (a) the sale of a financing business of any Person (other than a Loan Party), (b) sales, dispositions, assignments, leases, licenses, conveyances or other transfers of all or any portion of the business of, and assets relating to the business of, providing billing, collection and other services in respect of finance, lease and other receivables of any Person (other than a Loan Party); (c) Qualified Receivables Transactions and (d) other arrangements for the indirect financing of Receivables wherein a third-party financier makes loans to Subsidiaries that are Finance SPEs in respect of Receivables generated by Holdings and its Subsidiaries, whether generated prior to or during such arrangements and whether the relevant transaction is treated as on or off Holdings’ Consolidated balance sheet.

“Test Period” means at any time, (x) other than as provided in clause (y) below, the most recent period of four consecutive fiscal quarters of the Borrower for which financial statements are internally available or (y) solely with respect to the calculation of the Required ECF Percentage, the most recent period of four consecutive fiscal quarters of the Borrower for which Required Financial Statements have been delivered (or were required to be have been delivered).

“Total Leverage Ratio” means, as of any date, the ratio of Consolidated Total Debt as of the last day of the then most recently ended Test Period to Consolidated EBITDA for the then most recently ended Test Period, calculated on a Pro Forma Basis.

“Trade Date” has the meaning assigned to such term in Section 10.04(8).

“Transactions” means, collectively, (1) the execution and delivery of the Loan Documents, the creation of the Liens pursuant to the Security Documents and the initial borrowings and other initial extensions of credit hereunder on the Closing Date, (2) the consummation of the Closing Date Refinancing and (3) the payment of all fees, costs and expenses in connection with the foregoing.

“Trust Property” means all rights, interests, entitlements, benefits, other choses in action or otherwise, actual or contingent and other property comprised in the English Transaction Security and the proceeds thereof including without limitation:

(1) any rights, interests or other property and the proceeds thereof from time to time assigned, transferred, mortgaged, charged, or pledged to or otherwise vested in the Collateral Agent, under, pursuant to or in connection with the English Transaction Security to which the Collateral Agent is a party;

(2) any representation, obligation, covenant, warranty or other contractual provision in favor of the Collateral Agent (other than any made or granted solely for its own benefit) made or granted in or pursuant to any of the English Security Documents to which the Collateral Agent is a party;

(3) any sum which is received or recovered by the Collateral Agent under, pursuant to or in connection with any of the English Security Documents or the exercise of any of the Collateral Agent’s powers under or in connection therewith (other than any sum received or recovered solely for its own account) and which the Collateral Agent is required by the terms of the English Transaction Security to hold as trustee on trust for the Secured Parties; and

(4) all income and other sums at any time received or receivable by the Collateral Agent in respect of the other Trust Property or any part thereof.

“Trustee Act” means the Trustee Act 1925 and the Trustee Act 2000.

“Type” means, when used in respect of any Loan or Borrowing, the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” means Term SOFR or ABR, as applicable.

“UK” or “United Kingdom” means the United Kingdom of Great Britain and Northern Ireland.

“UK Companies Act” means the Companies Act 2006 enacted in the United Kingdom, as such act may be amended, varied, supplemental or replaced from time to time.

“UK DB Pension Plan” means an “occupational pension scheme” which is not a “money purchase scheme” (each as defined in Section 181 of the Pension Schemes Act 1993 of the United Kingdom).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Corporate Insolvency and Governance Act” means the Corporate Insolvency and Governance Act 2020 enacted in the United Kingdom, as such act may be amended, varied, supplemented or replaced from time to time.

“UK Insolvency Act” means the Insolvency Act 1986 enacted in the United Kingdom, as such act may be amended, varied, supplemented or replaced from time to time.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“ULC” means an unlimited company, an unlimited liability company or an unlimited liability corporation incorporated pursuant to or otherwise governed by the laws of any of the provinces of Canada.

“ULC Shares” means shares in any ULC at any time owned or otherwise held by a Loan Party.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“Unrestricted Subsidiary” means (i) on the Closing Date, each of the Subsidiaries of Holdings set forth on Schedule 1.01B and (ii) from time to time after the Closing Date, any other Subsidiary of Holdings designated by Holdings as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided that, Holdings will only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date or subsequently re-designate any such Unrestricted Subsidiary as a Restricted Subsidiary (by written notice to the Administrative Agent) if:

(1) no Event of Default is continuing; provided that, if such Subsidiary is being designated as an Unrestricted Subsidiary in connection with a Limited Condition Transaction, the date of determination of such condition may be the LCT Test Date; and

(2) such designation or re-designation would not cause an Event of Default; provided that, if such Subsidiary is being designated as an Unrestricted Subsidiary in connection with a Limited Condition Transaction, the date of determination of such condition may be the LCT Test Date.

The designation of any Restricted Subsidiary as an Unrestricted Subsidiary will constitute an Investment for purposes of Section 6.04(6). The redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary will be deemed to be an incurrence at the time of such designation of Indebtedness of such Unrestricted Subsidiary and the Liens on the assets of such Unrestricted Subsidiary, in each case outstanding on the date of such redesignation.

No Subsidiary of the Borrower may be designated as an Unrestricted Subsidiary if it owns or exclusively licenses any Material Intellectual Property at the time of designation. No Loan Party or Restricted Subsidiary may transfer, assign or exclusively license any Material Intellectual Property (whether pursuant to a disposition, Investment, Restricted Payment or otherwise) to any Unrestricted Subsidiary. No Unrestricted Subsidiary shall at any time own (or hold exclusive license to) any Material Intellectual Property.

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements in Sections 2.03 and 2.06, in each case, such day is also a Business Day.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning specified therefor in Section 10.26 of this Agreement.

“Voting Stock” means, as of any date, the Capital Stock of any Person that is at the time entitled to vote (without regard to the occurrence of any contingency) in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness as of any date, the number of years obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal (excluding nominal amortization), including payment at final maturity, in respect thereof by (b) the number of years (calculated to the nearest 1/12) that will elapse between such date and the making of such payment; by (2) the then outstanding principal amount of such Indebtedness; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended (the “Applicable Indebtedness”), the effects of any prepayments or amortization made on such Applicable Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded.

“Wholly Owned Subsidiary” means, with respect to any Person, a subsidiary of such Person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such Person or another Wholly Owned Subsidiary of such Person. Unless otherwise indicated in this Agreement, all references to Wholly Owned Subsidiaries will mean Wholly Owned Subsidiaries of the Borrower.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Working Capital” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis as of any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital will be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) reclassification after the Closing Date in accordance with GAAP of assets or liabilities, as applicable, between current and non-current or (b) the effects of purchase accounting.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02 Terms Generally. The definitions set forth or referred to in Section 1.01 will apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. Unless the context requires otherwise,

(1) the words “include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation”;

(2) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including;”

(3) the word “will” will be construed to have the same meaning and effect as the word “shall”;

(4) the word “incur” will be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” will have correlative meanings) and the establishment of any commitments to lend;

(5) any reference to any Person will be construed to include such Person’s legal successors and permitted assigns; and

(6) the words “asset” and “property” will be construed to have the same meaning and effect.

All references herein to Articles, Sections, Exhibits and Schedules will be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context otherwise requires. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document or organizational document of the Loan Parties means such document as amended, restated, supplemented and/or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document). Any reference to any law will include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation means, unless otherwise specified, such law or regulation as amended, modified or supplemented from time to time. Whenever this Agreement refers to the “knowledge” of the Borrower or any other Loan Party, such reference will be construed to mean the actual knowledge of the chief executive officer, president, chief financial officer, treasurer or controller of such Person.

SECTION 1.03 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature will be construed in accordance with GAAP, as in effect from time to time; provided that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein will be construed, and all financial computations pursuant hereto will be made, without giving effect to any election under Statement of Financial Accounting Standards Board Accounting Standards Codification 825-10 (or any other Statement of Financial Accounting Standards Board Accounting Standards Codification having a similar effect) to value any Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value,” as defined therein. In the event that any Accounting Change (as defined below) occurs and such change results in a change in the method of calculation of the financial covenant, standards or terms in this Agreement, then upon the written request of the Borrower or the Administrative Agent (acting upon the request of the Required Lenders), the Borrower, the Administrative Agent and the Required Lenders will enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition will be the same after such Accounting Change as if such Accounting Change had not occurred; provided that, such Accounting Change shall be disregarded for purposes of this Agreement until the effective date of such amendment. “Accounting Change” means (1) any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or (2) any change in the application of GAAP by Holdings or the Borrower. Notwithstanding anything to the contrary, (i) notwithstanding any change in GAAP after December 31, 2018 that would require lease obligations that would be treated as operating leases as of December 31, 2018 to be classified and accounted for as capital leases or finance leases or otherwise reflected on Holdings’ consolidated balance sheet, such obligations shall continue to be excluded from the definition of Indebtedness and (ii) any lease that would have been considered an operating lease under GAAP in effect as of December 31, 2018 shall be treated as an operating lease for all purposes under this Agreement and the other Loan Documents, and obligations in respect thereof shall be excluded from the definition of Indebtedness.

SECTION 1.04 Effectuation of Transfers. Each of the representations and warranties of Holdings and the Borrower contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

SECTION 1.05 Currencies. Unless otherwise specifically set forth in this Agreement, monetary amounts are in Dollars.

SECTION 1.06 Currency Translation. For purposes of determining compliance as of any date after the Closing Date with Sections 5.17, 6.01, 6.02, 6.03, 6.04, 6.05 and 6.06, or for purposes of making any determination under Section 8.01(6) or Section 8.01(10) or for any other specified purpose hereunder, amounts incurred or outstanding in currencies other than Dollars shall be translated into Dollars at the

exchange rates in effect on the Business Day in which such determination occurs or in respect of which such determination is being made or, if such day is not a Business Day, the immediately preceding Business Day, as such exchange rates shall be determined in good faith by the Borrower by reference to customary indices; provided that for purposes of determining the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio or the Cash Interest Coverage Ratio on any date of determination, amounts denominated in a currency other than Dollars will be translated into Dollars (i) with respect to income statement items, at the currency exchange rates used in calculating Consolidated Net Income in the Borrower’s latest financial statements delivered pursuant to Section 5.04(1) or (2), as applicable and (ii) with respect to balance sheet items, at the currency exchange rates used in calculating balance sheet items in the Borrower’s latest financial statements delivered pursuant to Section 5.04(1) or (2), as applicable and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Hedge Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Equivalent of such Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. No Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Sections 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 and 6.09, or any other applicable section hereunder being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the date with respect to which the applicable determination is being made.

SECTION 1.07 Required Financial Statements. With respect to the determination of Consolidated EBITDA, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio or the Cash Interest Coverage Ratio or any determination under any other applicable provision of the Loan Documents (including the definition of Immaterial Subsidiary) made on or prior to the date on which Required Financial Statements have been delivered (or were required to have been delivered) or are internally available, as applicable, for the first fiscal quarter ending on or after the Closing Date, such calculation will be determined for the period of four consecutive fiscal quarters ended September 30, 2023, and calculated on a Pro Forma Basis. Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement with respect to any period during which any Specified Transaction occurs, First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio or the Cash Interest Coverage Ratio or any determination under any other applicable provision of the Loan Documents (including the definition of Immaterial Subsidiary) shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

SECTION 1.08 Certain Calculations and Tests.

(a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Specified Event of Default, Default or Event of Default has occurred, is continuing or would result therefrom, the accuracy of representations and warranties or the satisfaction of applicable covenants in connection with any action (including a Specified Transaction or any other transaction or plan undertaken or proposed to be undertaken in connection therewith) undertaken in connection with the consummation of a Limited Condition Transaction), the date of determination of such ratio or other compliance (including whether any Specified Event of Default, Default or Event of Default has occurred, is continuing or would result therefrom or the

accuracy of representations and warranties (other than, in the case of clause (a) below, the Specified Representations or, at the option of the Borrower, customary European “certain funds” representations) or the satisfaction of applicable covenants) shall, in each case at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election” and such date selected, the “LCT Test Date”), be deemed to be the date that

(a) in the case of any acquisition or other Investment (including with respect to any Indebtedness contemplated or incurred in connection therewith), either, at the option of the Borrower, (A) as of the date the definitive acquisition agreement for such acquisition or other Investment is entered into (or any documentation or agreement with a substantially similar effect as a binding acquisition agreement becomes effective) or (B) at the time the relevant acquisition or other Investment is consummated,

(b) in the case of any Restricted Payment (including with respect to any Indebtedness contemplated or incurred in connection therewith), either, at the option of the Borrower, (A) at the time such Restricted Payment is declared or (B) at the time of the making of such Restricted Payment and/or

(c) in the case of any irrevocable Indebtedness repurchase or repayment (including with respect to any Indebtedness contemplated or incurred in connection therewith), either, at the option of the Borrower, (A) at the time of delivery of notice with respect to such repurchase or repayment or (B) at the time of the making of such repurchase or repayment, in each case, after giving effect to the relevant transaction, any related Indebtedness (including the intended use of proceeds thereof)

and all other permitted pro forma adjustments on a Pro Forma Basis and if, after such applicable ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Transaction and such other related and specified actions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio or otherwise determine compliance with this Agreement ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such applicable ratios and provisions, such applicable ratios and provisions shall be deemed to have been complied with. For the avoidance of doubt,

(x) if any of such ratios or other provisions are not complied with as a result of fluctuations in any ratio or other financial measurement (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Transaction, such ratios and other provisions will nevertheless be deemed to have been complied with solely for purposes of determining whether the Limited Condition Transaction (and all related transactions) are permitted hereunder; provided that if such ratios or other financial tests improve as a result of such fluctuations, such improved ratios and other financial measurements, as the case may be, may be utilized at the option of the Borrower and

(y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction or related and specified actions.

If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Limited Condition Transaction and related and specified actions on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires or irrevocable notice

is rescinded, as applicable, without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other related and specified actions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

SECTION 1.09 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Initial Term Loan”) or by Type (e.g., a “SOFR Loan”) or by Class and Type (e.g., a “SOFR Term Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Term Loan Borrowing”) or by Type (e.g., a “SOFR Borrowing”) or by Class and Type (e.g., a “SOFR Term Loan Borrowing”).

SECTION 1.10 Reclassification. For purposes of determining compliance at any time with Section 5.17, Section 6.03, Section 6.04, Section 6.05, Section 6.06 and Section 6.09, in the event that any Asset Sales and other dispositions, Permitted Investments, Restricted Payment, Affiliate transaction or prepayment of Indebtedness (each of the foregoing, a “Reclassifiable Item”) meets the criteria of more than one of the categories of transactions or items (or any combination of one or more thereof) permitted pursuant to any clause of such Section 5.17, Section 6.03, Section 6.04, Section 6.05, Section 6.06 and Section 6.09, respectively, within the same covenant, the Borrower, in its sole discretion, may classify and/or reclassify or divide such transaction or item (or portion thereof) from time to time and will only be required to include the amount and type of such transaction (or portion thereof) in any one category; provided that Section 6.04(6) shall not constitute a Reclassifiable Item. Upon the delivery of any Required Financial Statements following the initial incurrence or making of any Reclassifiable Item, if such Reclassifiable Item could, based on such financial statements, have been incurred or made in reliance on any “ratio-based” basket, such Reclassifiable Item shall automatically (unless the Borrower elects otherwise in its sole discretion) be reclassified as having been incurred or made under the applicable provisions of such “ratio-based” basket, as applicable. Notwithstanding anything set forth herein to the contrary, unless specifically stated otherwise herein, any carve-out, basket, exclusion or exception to any affirmative, negative or other covenant in this Agreement or the other Loan Documents may be used together by any Loan Party and its Restricted Subsidiaries without limitation for any purpose not prohibited hereby.

SECTION 1.11 Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “Term SOFR” or with respect to any comparable or successor rate thereto.

SECTION 1.12 Calculation of Baskets and Ratios. If any of the baskets set forth in Article VI of this Agreement are exceeded solely as a result of fluctuations to Consolidated EBITDA for the most recently completed fiscal quarter after the last time such baskets were calculated for any purpose under Article VI, such baskets will not be deemed to have been exceeded solely as a result of such fluctuations.

SECTION 1.13 Certifications. All certificates and other statements required to be made by any director, officer, employee or member of management or Responsible Officer of a Loan Party pursuant to any Loan Document are and will be made on the behalf of such Loan Party and not in such officer’s, director’s, employee’s, or Responsible Officer’s or member of management’s individual capacity.

SECTION 1.14 Available Amount Transactions. If more than one action occurs on any given date the permissibility or the taking of which is determined hereunder by reference to the Available Amount immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously but shall instead occur in the order determined by the Borrower, i.e., each transaction must be permitted under Available Amount as so calculated.

SECTION 1.15 [Reserved].

SECTION 1.16 SOFR. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may, in its business, engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower (but not with the specific intent of adversely impacting the Borrower). The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity) for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

SECTION 1.17 Divisions. For all purposes under the Loan Documents, in connection with any Delaware LLC Division (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized or incorporated on the first date of its existence by the holders of its Equity Interests at such time.

SECTION 1.18 Benchmark Replacement Setting.

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

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

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (1) the implementation of any Benchmark Replacement, (2) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement, (3) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 1.18 and (4) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 1.18, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.18.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (I) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (II) the regulatory supervisor for the administrator of such Xxxxxxxxx has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (2) if a tenor that was removed pursuant to clause (1) above either (I) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (II) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (1) the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Daily Simple SOFR Loans (or, if Daily Simple SOFR is also the subject of a Benchmark Transition Event, an ABR Loans) on the last day of the Interest Period applicable thereto and (2) any outstanding affected SOFR Loans will be deemed to have been converted to Daily Simple SOFR Loans (or, if Daily Simple SOFR is also the subject of a Benchmark Transition Event, an ABR Loans) at the end of the applicable Interest Period. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, (x) all interest payments in respect of Daily Simple SOFR Loans will be payable on a quarterly basis and (y) the component of the ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the ABR.

(f) No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither the Administrative Agent, nor any Lender, nor any of their Participants, is required actually to match fund any Obligation as to which interest accrues at Term SOFR or the Term SOFR Reference Rate.

SECTION 1.19 Unrestricted Subsidiaries. Notwithstanding anything in this Agreement and the Loan Documents to the contrary, the only transfer by Holdings, the Borrower and the Restricted Subsidiaries permitted to be made in or to (or designation of) Unrestricted Subsidiaries shall be such transfers made in reliance on Section 6.04(6).

SECTION 1.20 Sanctions Provisions.

(a) The representations, warranties, covenants and other provisions contained in Section 3.19, Section 5.06 and Section 5.14 (together the “Sanctions Provisions”) are being made by and shall apply to each Loan Party and each Subsidiary only if and to the extent that such representations, warranties, covenants or other provisions do not result in a violation of, conflict with or give rise to liability under any Blocking Law and do not expose any director, officer or employee of such Loan Party or Subsidiary to any liability under any Blocking Law.

(b) In relation to each Lender that notifies the Administrative Agent to this effect (each a “Restricted Lender”), the Sanctions Provisions shall only apply for the benefit of that Restricted Lender to the extent that it would not result in any violation of, conflict with or give rise to liability under any Blocking Law and does not expose any director, officer or employee of such Restricted Lender to any liability under any Blocking Law.

(c) In connection with any amendment, waiver, determination or direction relating to any part of a Sanctions Provision of which a Restricted Lender does not have the benefit pursuant to paragraph (b) above, the Commitments of that Restricted Lender will be excluded for the purpose of determining whether the consent of the Required Lenders (or any other applicable threshold) has been obtained or whether the determination or direction by the Required Lenders (or any other applicable consent threshold required to make the relevant determination or direction) has been made.

SECTION 1.21 Canadian Terms.

(1) In this Agreement,

(a) any term defined in this Agreement by reference to the “Uniform Commercial Code” shall also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other laws (including, without limitation, the PPSA, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security and rights of Agent,

(b) all references in this Agreement to “Article 8 of the Uniform Commercial Code” shall be deemed to refer also to applicable Canadian securities transfer laws (including, without limitation, the Securities Transfer Act, 2006 (Ontario) or similar laws in any other province of Canada),

(c) all references in this Agreement to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents used under applicable Canadian personal property security laws,

(d) all references to federal or state securities law of the United States shall be deemed to refer also to analogous federal, provincial and territorial securities laws in Canada,

(e) all references to “state or federal bankruptcy laws” shall be deemed to refer also to any bankruptcy or insolvency laws in effect in Canada or under Canadian law, and

(f) all calculations of collateral values and U.S. Dollar amounts which utilize amounts expressed in Canadian Dollars shall be made using the U.S. Dollar Equivalent of such Canadian Dollar amounts in accordance with Agent’s customary banking and conversion practices and procedures; and

(g) all references to Liens shall be deemed to refer also to hypothecs.

(2) For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (a) “personal property” shall include “movable property”, (b) “real property” or “real estate” shall include “immovable property”, (c) “tangible property” shall include “corporeal property”, (d) “intangible property” shall include “incorporeal property”, (e) “security interest”, “mortgage” and “lien” shall include a “hypothec”, “right of retention”, “prior claim”, “reservation of ownership” and a resolutory clause, (f) all references to filing, perfection, priority, remedies, registering or recording under the UCC or the PPSA shall include publication under the Civil Code of Quebec, (g) all references to “perfection” of or “perfected” Liens or security interest shall include a reference to an “opposable” or “set up” hypothec as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”, (i) “goods” shall include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall include a “mandatary”, (k) “construction liens” or “mechanics, materialmen, repairmen, construction contractors or other like Liens” shall include “legal hypothecs” and “legal hypothecs in favor of persons having taken part in the construction or renovation of an immovable”, (l) “joint and several” shall include “solidary”, (m) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (n) “beneficial ownership” shall include “ownership on behalf of another as mandatary”, (o) “easement” shall include “servitude”, (p) “priority” shall include “rank” or “prior claim”, as applicable (q) “survey” shall include “certificate of location and plan”, (r) “state” shall include “province”, (s) “fee simple title” shall include “absolute ownership” and “ownership” (including ownership under a right of superficies), (t) “accounts” shall include “claims”, (u) “legal title” shall be including “holding title on behalf of an owner as mandatory or xxxxx-nom”, (v) “ground lease” shall include “emphyteusis” or a “lease with a right of superficies, as applicable, (w) “leasehold interest” shall include a “valid lease”, (x) “lease” shall include a “leasing contract” and (y) “guarantee” and “guarantor” shall include “suretyship” and “surety”, respectively. The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement.

SECTION 1.22 Belgian Terms. In this Agreement, where it relates to a Belgian Loan Party, a reference to:

(a) a “subsidiary” or “Subsidiary” shall be deemed to include a dochtervennootschap/filiale as defined in Article 1:15 of the Belgian Code of Companies and Associations;

(b) “gross negligence” is a reference to zware xxxx/faute grave and “wilful misconduct” is a reference to opzet/intention;

(c) a “liquidator”, “trustee in bankruptcy”, “compulsory manager”, “receiver”, “administrative receiver”, “administrator” or similar officer includes any insolventiefunctionaris/praticien de l’insolvabilité, curator/curateur, vereffenaar/liquidateur, gedelegeerd rechter/juge délégué, ondernemingsbemiddelaar/médiateur d’entreprise, gerechtsmandataris/ mandataire de justice, voorlopig bewindvoerder/administrateur provisoire, gerechtelijk bewindvoerder/administrateur judiciaire, mandataris ad hoc/mandataire ad hoc and any sekwester/séquestre;

(d) a “suspension of payments”, “moratorium of any indebtedness”, or “reorganisation” includes any gerechtelijke reorganisatie/réorganisation judiciaire;

(e) an “insolvency” includes any insolventieprocedure/procedure d’insolvabilité, gerechtelijke reorganisatie/réorganisation judiciaire, faillissement/faillite and any other concurrence between creditors (samenloop van schuldeisers/concours des créanciers);

(f) a “security interest”, “security” or “Lien” includes a mortgage (hypotheek/hypothèque), a pledge (pand/gage), a transfer by way of security (overdracht ten titel van zekerheid/transfert à titre de garantie), any other proprietary security interest (zakelijke zekerheid/sûreté réelle), a mandate to grant a mortgage, a pledge or any other real surety, a privilege (voorrecht/privilège) and a retention of title (eigendomsvoorbehoud/réserve de propriété);

(g) an Obligor being “incorporated” in Belgium or of which its “jurisdiction of incorporation” is Belgium, means that that Obligor has its registered office (statutaire zetel/siège statutaire) in Belgium;

(h) an “amalgamation”, “demerger”, “merger”, “consolidation” or “corporate reconstruction” includes a overdracht van algemeenheid / transfert d’universalité, overdracht van bedrijfstak/transfert de branche d’activité, splitsing /scission and fusie/fusion and assimilated transactions in accordance with Articles 12:7 and 12:8 of the Belgian Code of Companies and Associations (gelijkgestelde verrichtingen/operations assimilées);

(i) a person being “unable to pay its debts” is that person being in a state of cessation of payments (staking van betaling/cessation de paiements) without having access to further credit (geschokt krediet / crédit ébranlé);

(j) “commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness” includes any negotiations conducted with a view to reaching a settlement agreement (minnelijk akkoord/accord amiable) with two or more of its creditors pursuant to Book XX of the Belgian Code of Economic Law;

(k) a “composition” includes any minnelijk akkoord met schuldeisers/accord amiable avec des créanciers or any gerechtelijke reorganisatie/réorganisation judiciaire;

(l) “winding-up”, “administration” or “dissolution” includes any vereffening/liquidation, ontbinding/dissolution, sluiting van een onderneming/fermeture d’entreprise and faillissement/faillite;

(m) ”attachment”, “sequestration”, “distress”, “execution” or analogous procedures includes any uitvoerend beslag/saisie exécution and bewarend beslag/saisie conservatoire;

(n) an “amalgamation”, “demerger”, “merger” or “corporate reconstruction” includes an overdracht van algemeenheid/transfert d’universalité, an overdracht van bedrijfstak/transfert de branche d’activité, a splitsing/scission and a fusie/fusion as well as assimilated transactions (gelijkgestelde verrichtingen/operations assimilées) in accordance with Articles 676 and 677 of the Belgian Companies Code or article 12:7 and 12:8 of the Belgian Code of Companies and Associations, whichever is applicable;

(o) “organizational documents” shall be deemed to include the articles of association (statuten/statuts), an extract from the Crossroads Bank for Enterprises (uittreksel uit de Kruispuntbank voor Ondernemingen/extrait de la Banque Carrefour des Entreprises) and a non-insolvency certificate;

(p) “Book XX of the Belgian Economic Law Code” shall mean Book XX (Insolventie van ondernemingen/Insolvabilité des entreprises) of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit economique);the “Belgian Financial Collateral Law” shall mean the Belgian law of 15 December 2004 on financial collateral arrangements as amended from time to time;

(q) the “Belgian Companies Code” means the Belgian Wetboek van vennootschappen/Code des sociétés dated 7 May 1999, as amended from time to time; and

(r) the “Belgian Code of Companies and Associations” means the Belgian Wetboek van vennootschappen en verenigingen/Code des sociétés et des associations dated 23 March 2019, as amended from time to time.

SECTION 1.23 German Terms. In this Agreement, where it relates to a German Loan Party or a German Subsidiary, unless the context otherwise requires, a reference to:

(1) a person being unable to pay its debts includes that person being in a state of being in a state of illiquidity (Zahlungsunfähigkeit) under Section 17 of the German Insolvency Act (Insolvenzordnung);

(2) a liquidator, trustee in bankruptcy, administrative receiver, receiver, administrator or compulsory manager includes an insolvency administrator (Insolvenzverwalter), interim insolvency administrator (vorläufiger Insolvenzverwalter) or custodian (Sachwalter) or interim custodian (vorläufiger Sachwalter);

(3) a director of a company includes any statutory legal representative(s) (organschaftlicher Vertreter) of that company, including but not limited to any managing director (Geschäftsführer) or member of the board (Vorstand);

(4) a bankruptcy, insolvency, administration, (general) composition, compromise, moratorium, restructuring, reorganization or the like includes, without limitation, insolvency proceedings (Insolvenzverfahren) under the German Insolvency Code (Insolvenzordnung); and

(5) a person seeking relief under a Debtor Relief Law includes, without limitation, a person applying for the opening of insolvency proceedings (Insolvenzverfahren) under the German Insolvency Code (Insolvenzordnung).

ARTICLE II

The Credits

SECTION 2.01 Commitments. Subject to the terms and express conditions set forth herein, each Lender severally agrees to make an Initial Term Loan to the Borrower on the Closing Date in Dollars in an aggregate principal amount equal to its Initial Commitment. Amounts repaid or prepaid in respect of any Term Loans may not be reborrowed.

SECTION 2.02 Loans and Borrowings.

(1) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class, Type and currency made to the Borrower by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(2) Subject to Section 2.15, each Term Loan Borrowing shall be comprised entirely of ABR Loans or SOFR Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any SOFR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such

Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement, and such Lender will not be entitled to any amounts payable under Section 2.16 or 2.18 solely in respect of increased costs resulting from, and existing at the time of such exercise.

(3) At the commencement of each Interest Period for any SOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the applicable Borrowing Multiple and not less than the applicable Borrowing Minimum. At the time that each ABR Borrowing is made, such Borrowing will be in an aggregate amount that is an integral multiple of the applicable Borrowing Multiple and not less than the applicable Borrowing Minimum. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 12 SOFR Borrowings outstanding (or 15 SOFR Borrowings outstanding to the extent any Incremental Facility is incurred).

(4) Notwithstanding any other provision of this Agreement, the Borrower will not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date applicable to such Borrowing.

SECTION 2.03 Request for Borrowing. To request a Borrowing, the Borrower will deliver to the Administrative Agent a Borrowing Request not later than: (a) in the case of an ABR Borrowing, 2:00 p.m., New York City time, one Business Day before the date of the proposed Borrowing, (or such later time as the Administrative Agent may agree in its sole discretion), (b) in the case of a SOFR Borrowing, 2:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing, (or such later time as the Administrative Agent may agree in its sole discretion); provided that any notice of a SOFR Borrowing to be made on the Closing Date may be given not later than 12:00 noon New York City time, one Business Day prior to the date of the proposed SOFR Borrowing (or such later time as the Administrative Agent may reasonably agree), which notice may be subject to the effectiveness of this Agreement. Each Borrowing Request must specify:

(1) the Class of such Borrowing;

(2) the principal amount of the requested Borrowing;

(3) the requested date of the Borrowing (which will be a Business Day);

(4) whether such Borrowing is to be an ABR Borrowing or a SOFR Borrowing;

(5) in the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which will be a period contemplated by the definition of the term “Interest Period;” and

(6) the location and number of the Borrower’s account to which funds are to be disbursed.

If no election as to the Type of Borrowing is specified in the applicable Borrowing Request, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any SOFR Borrowing is specified in the applicable Borrowing Request, then the Borrower will be deemed to have selected an Interest Period of one-month’s duration. Upon receipt of such Borrowing Request, the Administrative Agent will promptly notify each Lender thereof. The proceeds of the Loans requested under this Section 2.03 will be disbursed by the Administrative Agent in immediately available funds by wire transfer to such bank account or accounts as designated by the Borrower in the Borrowing Request.

SECTION 2.04 [Reserved].

SECTION 2.05 [Reserved].

SECTION 2.06 Funding of Borrowings.

(1) Each Lender will make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 10:00 a.m., New York City time, in the case of a SOFR Borrowing or an ABR Borrowing to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower as specified in the Borrowing Request (or as otherwise directed by the Borrower).

(2) Unless the Administrative Agent has received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Xxxxxx has made such share available on such date in accordance with paragraph (1) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.07 Interest Elections.

(1) Each Borrowing initially will be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, will have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.07. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion will be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion will be considered a separate Borrowing.

(2) To make an election pursuant to this Section 2.07 following the Closing Date, the Borrower will notify the Administrative Agent of such election by telephone (a) in the case of an election to convert to or continue a SOFR Borrowing, not later than 2:00 p.m., New York City time, three Business Days before the effective date of such election or (b) in the case of an election to convert to or continue an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of such election. Each such telephonic Interest Election Request will be confirmed promptly by hand delivery, facsimile transmission or e-mail to the Administrative Agent of a written Interest Election Request substantially in the form of Exhibit D and signed by the Borrower.

(3) Each telephonic and written Interest Election Request will be irrevocable and will specify the following information:

(a) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (c) and (d) below will be specified for each resulting Borrowing);

(b) the effective date of the election made pursuant to such Interest Election Request, which will be a Business Day;

(d) if the resulting Borrowing is a SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which will be a period contemplated by the definition of “Interest Period.”

(4) If any such Interest Election Request requests a SOFR Borrowing but does not specify an Interest Period, then the Borrower will be deemed to have selected a SOFR Borrowing having an Interest Period of one month’s duration.

(5) Promptly following receipt of an Interest Election Request, the Administrative Agent will advise each applicable Lender of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing.

(6) If the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period, such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if a Specified Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as such Specified Event of Default is continuing, (i) no such outstanding Borrowing may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing will be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.08 Termination and Reduction of Commitments.

(1) Unless previously terminated, each Class of Commitments will terminate on the applicable Maturity Date (or with respect to the Initial Commitments, the Closing Date, after giving effect to any applicable Borrowings on such date).

(2) The Borrower may at any time terminate, or from time to time reduce, any Commitments; provided that each such reduction shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or, if less, the remaining amount of the applicable Commitments or such other amount as agreed by the Administrative Agent).

(3) The Borrower will notify the Administrative Agent in writing (which may be by hand, facsimile or email) of any election to terminate or reduce any Commitments under paragraph (2) of this Section 2.08 at least three Business Days prior to the date of such termination or reduction, specifying such election and the date thereof. Promptly following receipt of any notice, the Administrative Agent will advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 will be irrevocable; provided that a notice of termination of any Commitments delivered by the Borrower may be revocable or conditioned on a refinancing of all or any portion of the applicable Term Facility, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent prior to 2:00 p.m. on the specified effective date) if such condition is not satisfied. Any termination or reduction of any Commitments will be permanent. Each reduction any Commitments will be made ratably among the Lenders in accordance with their respective applicable Commitments.

SECTION 2.09 Promise to Pay; Evidence of Debt.

(1) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each (a) Term Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10.

(2) Each Lender will maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from each Loan made by such Xxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(3) The Administrative Agent will maintain accounts in which it will record (a) the amount of each Loan made hereunder, the Type thereof and the Interest Period (if any) applicable thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (c) any amount received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(4) The entries made in the accounts maintained pursuant to paragraph (2) or (3) of this Section 2.09 will be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein will not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement; provided further that to the extent there is a conflict between the entries in the accounts maintained pursuant to paragraph (2) or (3) of this Section 2.09, the records of the Administrative Agent shall control.

(5) Any Lender may request that Loans of any Class made by it be evidenced by a promissory note (a “Note”). In such event, the Borrower will prepare, execute and deliver to such Lender a Note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, the Loans evidenced by such Note and interest thereon will at all times (including after assignment pursuant to Section 10.04) be represented by one or more Notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

SECTION 2.10 Repayment of Term Loans.

(1) The Borrower will repay to the Administrative Agent, for the ratable account of the applicable Lenders holding Initial Term Loans, on the last Business Day of each fiscal quarter, commencing with the last Business Day of March 2024, an aggregate principal amount equal to the relevant Principal Amortization Percentage of the original principal amount of the Initial Term Loans, which payments for Initial Term Loans will be (x) reduced as a result of the application of prepayments of Initial Term Loans in accordance with the order of priority set forth in Sections 2.11 or 2.12, as applicable and (y) subject to adjustments as set forth in any Incremental Facility Amendment that increases the aggregate principal amount of the Initial Term Loans (each date being referred to as an “Original Term Loan Installment Date”);

(2) (a) In the event that any Incremental Loans are made, the Borrower will repay Borrowings consisting of Incremental Loans on the dates (each an “Incremental Loan Installment Date”) and in the amounts set forth in the applicable Incremental Facility Amendment, (b) in the event that any Other Term Loans are made, the Borrower will repay Borrowings consisting of Other Term Loans on the dates (each an “Other Term Loan Installment Date”) and in the amounts set forth in the applicable Refinancing Amendment and (c) in the event that any Extended Term Loans are made, the Borrower will repay Borrowings consisting of Extended Term Loans on the dates (each an “Extended Term Loan Installment Date”) and in the amounts set forth in the applicable Extension Amendment; and

(3) to the extent not previously paid, all outstanding Term Loans will be due and payable on the applicable Maturity Date;

together, in each case, with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

SECTION 2.11 Optional Prepayment of Loans. The Borrower may at any time and from time to time prepay the Loans of any Class, in whole or in part, without premium or penalty, except as provided in Section 2.25 (and subject to Section 2.17), in an aggregate principal amount, (1) in the case of SOFR Loans, that is an integral multiple of $500,000 and not less than $1,000,000, and (2) in the case of ABR Loans, that is an integral multiple of $500,000 and not less than $1,000,000, or, in each case, if less, the amount outstanding or such other amount as agreed by the Administrative Agent. The Borrower will notify the Administrative Agent in writing by hand delivery, facsimile transmission or e-mail of such election not later than 2:00 p.m., New York City time, (a) in the case of a SOFR Borrowing, three Business Days before the anticipated date of such prepayment and (b) in the case of an ABR Borrowing, one Business Day before the anticipated date of such prepayment. Each such notice of prepayment will specify the relevant Borrowing to be prepaid, the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid. All prepayments under this Section 2.11 will be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. Any such notice may be revocable or conditioned on a refinancing of all or any portion of a Term Facility, in which case such notice may be revoked or postponed by the Borrower (by notice to the Administrative Agent prior to 2:00 p.m. on the specified effective date) if such condition is not satisfied; provided that the provisions of Section 2.17 shall apply with respect to any such revocation or extension. Any optional prepayments of Term Loans pursuant to this Section 2.11 shall be applied among the Classes of Term Loans as directed by the Borrower in its sole and absolute discretion (or, in the case of no such direction, pro rata to each of the Classes of Term Loans) and within each Class of Term Loans subject to such prepayment will be applied to the remaining scheduled amortization payments of such applicable Class of Term Loans as directed by the Borrower in its sole and absolute (or in the absence of such direction, in direct order of maturity, to the amortization payments of such applicable Class of Term Loans) and will be applied ratably to the Term Loans of such Class included in the prepaid Borrowing.

SECTION 2.12 Mandatory Prepayment of Loans.

(1) [Reserved].

(2) The Borrower will, with respect to any Prepayment Asset Sale, apply 100% of the Net Cash Proceeds received in connection therewith (each a “Required Prepayment Asset Sale”) to prepay Term Loans within 10 Business Days following receipt of such Net Cash Proceeds; provided that, notwithstanding anything to contrary contained herein, the Net Cash Proceeds of any Asset Sale of ABL Priority Collateral shall not be required to be applied as a mandatory prepayment pursuant to this Section 2.12(2).

(3) Commencing with the fiscal year ending December 31, 2024, not later than 5 Business Days after delivery of the Annual Financial Statements for each Excess Cash Flow Period, the Borrower will calculate Excess Cash Flow for such Excess Cash Flow Period and will apply the following amount to the prepayment of Term Loans:

(a) the Required ECF Percentage of such Excess Cash Flow in excess of the ECF De Minimis Amount (provided that, if the applicable Total Leverage Ratio used in calculating the Required ECF Percentage (after taking into account any such prepayment and any reductions pursuant to (b) below) falls into a lower threshold, then the relevant percentage shall be reduced accordingly for any further prepayments to be made); minus

(b) the amount of any voluntary prepayments, repurchases or redemptions during such Excess Cash Flow Period and, at the option of the Borrower, on or prior to the 5^th day after the date upon which delivery of the Annual Financial Statements for such Excess Cash Flow Period is required of:

(i) Term Loans (including Incremental Loans, Other Term Loans and Extended Term Loans), in each case, that are secured on a pari passu basis with the Initial Term Loans;

(ii) any loans under the ABL Credit Agreement (in each case, to the extent accompanied by a corresponding reduction in the commitments);

(iii) Other First Lien Indebtedness (in the case of any revolving indebtedness, to the extent accompanied by a corresponding reduction in the commitments); or

(iv) Credit Agreement Refinancing Indebtedness and other Permitted Refinancing Indebtedness incurred to Refinance any of the foregoing Indebtedness (or Permitted Refinancing Indebtedness described in this clause (iv)), in each case that is secured on a pari passu basis with the Initial Term Loans (in the case of any revolving indebtedness, to the extent accompanied by a corresponding reduction in the commitments);

in each case, to the extent not financed with the proceeds of the issuance or the incurrence of long-term Indebtedness (other than proceeds of revolving loans); provided that, any such voluntary prepayment that is made on or prior to the 5^th Business Day after the date upon which delivery of the Annual Financial Statements for such Excess Cash Flow Period is required to the extent included in the calculation set forth in clause (b) above for an Excess Cash Flow Period will not reduce Excess Cash Flow for the next succeeding Excess Cash Flow Period pursuant to this clause (b); provided, further, that if the aggregate amount of deductions pursuant to (i) through (iv) above during the relevant Excess Cash Flow Period exceeds the amount under (a) above that would have been required on the relevant Excess Cash Flow prepayment date, the amount of such excess shall be deducted from any Excess Cash Flow prepayment required in subsequent financial years (after calculating the applicable Required ECF Percentage for such financial year).

Not later than the date on which the Borrower is required to deliver financial statements with respect to the end of each Excess Cash Flow Period under Section 5.04(1), the Borrower will deliver to the Administrative Agent a certificate signed by a Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail.

(4) The Borrower will apply 100% of the net cash proceeds from the incurrence, issuance or sale by the Borrower or any Restricted Subsidiary of any Indebtedness that is not Excluded Indebtedness to the prepayment of Term Loans, on or prior to the date which is five Business Days after the receipt of such net cash proceeds.

(5) Notwithstanding anything in this Section 2.12 to the contrary, any Lender, at the sole and absolute discretion of the Borrower, may elect, by notice to the Administrative Agent in writing by hand delivery, facsimile transmission or e-mail at least two Business Days prior to the required prepayment date, to decline all (but not less than all) of any mandatory prepayment of its Term Loans pursuant to this Section 2.12 (other than clause (4) of this Section 2.12), in which case the aggregate amount of the prepayment that would have been applied to prepay Term Loans but was so declined will be retained by the Borrower and will be added to the Available Amount as set forth in clause (8) of the definition thereof. Such mandatory prepayments of Term Loans will be applied, subject to clause (6) below, on a pro rata basis to the then outstanding Term Loans of all Classes being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or SOFR Loans; provided that if no Lenders exercise the right to decline a given mandatory prepayment of the Term Loans pursuant to this Section 2.12(5), then, with respect to such mandatory prepayment, the amount of such mandatory prepayment will be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are SOFR Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.17.

(6) The Borrower will deliver to the Administrative Agent, at the time of each prepayment of Term Loans required under Section 2.12, (a) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (b) to the extent practicable, at least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Term Loan being prepaid and the principal amount of each Term Loan (or portion thereof) to be prepaid. Prepayment of the Term Loans pursuant to this Section 2.12 will be made without premium or penalty, in the case of SOFR Loans, accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment, and applied as directed by the Borrower or, absent such direction, to reduce scheduled amortization payments of Term Loans under Section 2.10(1) in direct order of maturity; provided that any prepayment of Incremental Loans, Other Term Loans or Extended Term Loans will be applied in the order specified in the applicable Permitted Amendment. No payments under Section 2.17 will be required in connection with a prepayment of Term Loans pursuant to this Section 2.12. In the event of any prepayment of Term Loans pursuant to this Section 2.12 at a time when Term Loans of more than one Class remain outstanding, the aggregate amount of such prepayment will be allocated between each Class of Term Loans pro rata based on the aggregate principal amount of outstanding Term Loans of each such Class (except as otherwise provided in the applicable Permitted Amendment, in each case with respect to the applicable Class of Term Loans); provided further that, notwithstanding anything to the contrary herein, the Borrower may direct that such prepayment proceeds are to be applied to any tranche of pari passu secured Term Loans which matures on an earlier date than the maturity applicable to any other tranche of Term Loans that is secured on a pari passu basis.

(7) Notwithstanding any provisions of this Section 2.12 to the contrary,

(a) to the extent that any or all of the Net Cash Proceeds or Excess Cash Flow giving rise to a prepayment event of Term Loans pursuant to this Section 2.12 is prohibited or delayed by (i) applicable local law (including laws related to financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, and in respect of restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the Board of Directors of the applicable Restricted Subsidiaries) or (ii) material organizational documents or other contractual restrictions as a result of minority ownership or in any material agreements, in each case from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.12, but may be retained by the Borrower or the applicable Subsidiary for so long, but only so long, as the applicable local law or restriction will not permit repatriation to the United States. Once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law or restriction, such repatriation will be effected promptly and such repatriated Net Cash Proceeds or Excess Cash Flow will be

promptly applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term Loans pursuant to this Section 2.12 to the extent provided herein; provided that, the Borrower hereby agrees, and will cause any applicable Subsidiary, to promptly take all commercially reasonable actions required by applicable local law to permit any such repatriation; or

(b) to the extent that the Borrower has reasonably determined in good faith that repatriation of any of or all the Net Cash Proceeds or Excess Cash Flow giving rise to a prepayment event pursuant to this Section 2.12 would have a material adverse tax cost consequence, the Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.12, but may be retained by the Borrower or the applicable Subsidiary without being repatriated; provided that, in the case of this subclause (b), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to prepayments pursuant to this Section 2.12 (or such Excess Cash Flow would have been so required if it were Net Cash Proceeds to be applied to a prepayment):

(i) the Borrower applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such prepayments as if such Net Cash Proceeds or Excess Cash Flow had been repatriated, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated; or

(ii) such Net Cash Proceeds or Excess Cash Flow are applied towards the permanent extinguishment (including, in the case of a revolving facility, a permanent reduction of commitments only) of Indebtedness of any Subsidiary.

For purposes of this Section 2.12(7), references to “law” mean, with respect to any Person, (1) the common law and any federal, state, local, foreign, multinational or international statutes, laws, treaties, judicial decisions, standards, rules and regulations, guidances, guidelines, ordinances, rules, judgments, writs, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, governmental agreements and governmental restrictions (including administrative or judicial precedents or authorities), in each case whether now or hereafter in effect, and (2) the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

(8) Notwithstanding anything in this Section 2.12 to the contrary, if at the time that any mandatory prepayment of Term Loans pursuant to this Section 2.12 would be required or the Borrower is required to, or is required to offer to, repurchase, redeem, repay or prepay Indebtedness secured on a pari passu basis with the Term Loans, including, but not limited to, any Incremental Equivalent Term Debt (any such Indebtedness, “Other First Lien Indebtedness”), then the Borrower may apply the required prepayment amounts to redeem, repurchase, repay or prepay all Classes of Term Loans (subject to clause (6) above) and Other First Lien Indebtedness required to be prepaid on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of such applicable Term Loans and Other First Lien Indebtedness at such time); provided, that the portion of such Net Cash Proceeds and there is no further obligation to re offer to such non-declining holders of such Other First Lien Indebtedness allocated to the Other First Lien Indebtedness will not exceed the amount of such Net Cash Proceeds required to be allocated to the Other First Lien Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds will be allocated to the prepayment of the Term Loans (in accordance with the terms hereof) and to the repurchase or repayment of Other First Lien Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.12(8) will be reduced accordingly; provided, further, that to the extent the holders of Other First Lien

Indebtedness decline to have such Indebtedness repurchased, redeemed, repaid or prepaid with such Net Cash Proceeds, the declined amount of such Net Cash Proceeds will promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be so applied if such series of Other First Lien Indebtedness which declined payment was not then outstanding).

(9) Notwithstanding anything in this Section 2.12 to the contrary, any prepayment due under this Section 2.12, other than prepayments under Section 2.12(3), may, at the Borrower’s option, be made at the end of the next applicable Interest Period.

SECTION 2.13 Fees.

(1) The Borrower agrees to pay to the Administrative Agent, for its own account, the agency fees set forth in the Agency Fee Letter at the times and on the terms specified therein (the “Administrative Agent Fees”).

(2) The Borrower agrees to pay to the Lead Arrangers, the fees set forth in the Arranger Fee Letter or as otherwise agreed in writing, at the times and on the terms specified therein as applicable (the “Arranger Fees”).

(3) All Fees will be paid on the dates due and payable, in immediately available funds and none of the Fees will be refundable under any circumstances.

SECTION 2.14 Interest.

(1) Each ABR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of the ABR for such Interest Period plus the Applicable Rate.

(2) Each SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the sum of Term SOFR for such Interest Period plus the Applicable Rate.

(3) Following the occurrence and during the continuation of a Specified Event of Default, the Borrower shall pay interest on overdue amounts hereunder at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the paragraphs (1) and (2) of this Section 2.14 or (ii) in the case of overdue interest or any other overdue amount, 2.00% plus the rate applicable to any ABR Borrowing as provided in clause (1) of this Section 2.14.

(4) Accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan and (ii) on the applicable Maturity Date; provided that (A) interest accrued pursuant to paragraph (3) of this Section 2.14 shall be payable on demand, (B) in the event of any repayment or prepayment of any Loan (other than a repayment of an ABR Loans), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (C) in the event of any conversion of any SOFR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(5) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the ABR at times when the ABR is based on the Prime Rate, will be computed on the basis of a year of 365 days (or 366 days in a leap year), and, in each case, will be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable ABR or Term SOFR will be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(6) For the purposes of disclosure pursuant to the Interest Act (Canada), the annual rates of interest or fees to which the rates of interest or fees provided in this Agreement and the other Loan Documents (and stated herein or therein, as applicable, to be computed on the basis of 360 days, or any other period of time less than a calendar year) are equivalent are the rates so determined multiplied by the actual number of days in the applicable calendar year and divided by 360 or such other period of time, respectively. All calculations of interest and fees under this Agreement and the other Loan Documents shall be made on the basis of the nominal rates described in this Agreement and not on the basis of effective yearly rates or any other basis that gives effect to the principle of deemed reinvestment. The parties acknowledge that there is a material different between the stated nominal rates and effective yearly rates taking into account reinvestment, and that they are capable of making the calculations required to determine effective yearly rates

(7) Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

SECTION 2.15 Alternate Rate of Interest. Subject to Section 1.18, if prior to the commencement of any Interest Period for a SOFR Borrowing:

(1) the Administrative Agent determines (which determination will be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR, as applicable, for such Interest Period; or

(2) the Administrative Agent is advised by the Required Lenders that Term SOFR, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by e-mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a SOFR Borrowing shall be ineffective, and any SOFR Borrowing that is requested to be continued, shall be converted to a Daily Simple SOFR Borrowing (or, if Daily Simple SOFR is also the subject of Sections 2.07(1) and (2) above, an ABR Borrowing) on the last day of the Interest Period applicable thereto and (ii) if any Borrowing Request requests a SOFR Borrowing, such Borrowing shall be made as a Daily Simple SOFR Borrowing (or, if Daily Simple SOFR is also the subject of Sections 2.07(1) and (2) above, an ABR Borrowing). All interest payments in respect of Daily Simple SOFR Borrowings will be payable on a quarterly basis.

SECTION 2.16 Increased Costs.

(1) If any Change in Law:

(a) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender;

(b) imposes on any Lender or the London interbank market any other condition (other than Taxes) affecting this Agreement or SOFR Loans made by such Lender; or

(c) subjects any Recipient to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (2) through (5) of the definition of Excluded Taxes and (iii) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any SOFR Loan (or of maintaining its obligation to make any such Loans or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), the Borrower will pay to such Lender, such additional amount or amounts as will compensate such Lender, for such additional costs incurred or reduction suffered; provided that the Borrower shall not be liable for such compensation if (x) the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto, (y) the Lender invokes Section 2.21 or (z) in the case of requests for reimbursement under clause (b) above resulting from a market disruption, (A) such circumstances are not generally affecting the banking market or (B) such request has not been made by Lenders constituting Required Lenders.

(2) If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(3) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as applicable, as specified in paragraph (1) or (2) of this Section 2.16 and setting forth in reasonable detail the manner in which such amount or amounts was determined and certifying that such Lender is generally charging such amounts to similarly situated borrowers will be delivered to the Borrower and will be conclusive absent manifest error. The Borrower will pay such Lender, the amount shown as due on any such certificate within thirty days after receipt thereof.

(4) Promptly after any Lender has determined that it will make a request for increased compensation pursuant to this Section 2.16, such Lender will notify the Borrower thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.16 will not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower will not be required to compensate a Lender pursuant to this Section 2.16 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above will be extended to include the period of retroactive effect thereof.

SECTION 2.17 Break Funding Payments. Except as otherwise set forth herein, the Borrower will compensate each Lender for the actual out-of-pocket loss, cost and expense (excluding loss of anticipated profits) attributable to the following events:

(1) the payment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default);

(2) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto;

(3) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any notice delivered pursuant hereto; or

(4) the assignment of any SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.21.

Such loss, cost or expense to any Lender will be deemed to be the amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at Term SOFR that would have been applicable to such Loan (but not including the Applicable Rate applicable thereto), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue a SOFR Loan, for the period that would have been the Interest Period for such Loan) over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars of a comparable amount and period from other banks in the London interbank market; it being understood that such loss, cost or expense shall in any case exclude any interest rate floor and all administrative, processing or similar fees.

A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.17 and the basis therefor and setting forth in reasonable detail the manner in which such amount or amounts were determined will be delivered to the Borrower and will be conclusive absent manifest error. The Borrower will pay such Lender the amount shown as due on any such certificate within thirty days after receipt thereof.

SECTION 2.18 Taxes.

(1) All payments by or on account of any obligation of any Loan Party hereunder or any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law; provided that if any Taxes are required to be deducted or withheld under any applicable law from such payments (as determined in the good faith discretion of the applicable withholding agent), then (a) the applicable withholding agent shall be entitled to make such deductions or withholding; (b) the applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and (c) if such Tax is an Indemnified Tax, the sum payable by the Loan Party shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.18) the applicable Recipient receives an amount equal to the amount it would have received had no such deductions or withholdings been made.

(2) The Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes.

(3) The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under Section 2.18) paid or payable by, or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(4) As soon as practicable after any payment of Taxes by a Loan Party to a Governmental Authority pursuant to this Section 2.18, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(5)

(a) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.18(5)(b), 2.18(5)(c)(a)-(d) and 2.18(5)(d) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. In addition, each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(b) Without limiting the generality of Section 2.18(5)(a) above, each Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), duly completed copies of Internal Revenue Service Form W-9 (or any subsequent versions thereof or successors thereof) certifying that such Lender is exempt from U.S. federal backup withholding tax.

(c) Without limiting the generality of Section 2.18(5)(a) above, each Foreign Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), two duly completed copies of whichever of the following is applicable:

(a) Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or any subsequent versions thereof or successors thereto), claiming eligibility for benefits of an income tax treaty to which the United States of America is a party and establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to such treaty;

(b) Internal Revenue Service Form W-8ECI (or any subsequent versions thereof or successors thereto);

(c) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or 881(c) of the Code, (A) a certificate substantially in the form of the applicable Exhibit E to the effect that (I) such Foreign Lender is not:

(x) a “bank” within the meaning of Section 881(c)(3)(A) of the Code;

(y) a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code; or

(z) a “controlled foreign corporation” related to the Borrower described in Section 881(c)(3)(C) of the Code; and

(II) no payments in connection with any Loan Document are effectively connected with the Lender’s conduct of a U.S. trade or business; and

(B) Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or any subsequent versions thereof or successors thereto);

(d) Internal Revenue Service Form W-8IMY, together with forms and certificates described in clauses (a) through (c) above (and any additional Form W-8IMYs) as may be required; or

(e) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(d) If a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine whether such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.18(5)(d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(e) Notwithstanding anything in this Section 2.18(5), no Lender shall be required to deliver pursuant to this Section 2.18(5) any documentation that it is not legally eligible to deliver.

(f) Each Lender hereby authorizes the Administrative Agent to deliver the Loan Parties and to any successor Administrative Agent any documentation provided by such Xxxxxx to the Administrative Agent pursuant to this Section 2.18(5).

(g) On or before the date of this Agreement (and on or before the date any successor or replacement Administrative Agent becomes the Administrative Agent xxxxxxxxx), to the extent copies thereof have not previously been so delivered, the Administrative Agent shall deliver to the Borrower, to the extent it is legally eligible to do so, two duly executed copies of either (i) Internal

Revenue Service Form W-9 (or any subsequent versions thereof or successors thereto) or (ii) (x) with respect to amounts payable to the Administrative Agent for its own account, Internal Revenue Service Form W-8ECI (or any subsequent versions thereof or successors thereto) and (y) with respect to amounts payable to the Administrative Agent on behalf of a Lender, Internal Revenue Service Form W-8IMY (or any subsequent versions thereof or successors thereto) certifying that it is a “U.S. branch” of a foreign bank and agrees to be treated as a U.S. person with respect to such payments or it is a “qualified intermediary” and agrees to assume primary withholding responsibility for purposes of Chapters 3 and 4 of the Code and primary Form 1099 reporting and backup withholding responsibility.

(6) If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by a Loan Party or with respect to which such Loan Party has paid additional amounts in each case pursuant to this Section 2.18, it shall pay over promptly an amount equal to such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.18 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of such Recipient (including any Taxes imposed with respect to such refund), and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Loan Party, upon the request of such Recipient, agrees to repay as soon as reasonably practicable the amount paid over to such Loan Party pursuant to this Section 2.18(6) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Recipient in the event such Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.18(6) in no event shall such Recipient be required to pay any amount to a Loan Party pursuant to this Section 2.18(6) the payment of which would place such Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.18(6) shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes which it deems, in good faith, to be confidential) to the Loan Parties or any other Person.

(7) Notwithstanding any other provision of this Agreement, any Loan Party may deduct and withhold any Taxes required by any law to be deducted and withheld from any payment under any of the Loan Documents, subject to the provisions of this Section 2.18.

(8) Each party’s obligations under this Section 2.18 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement, the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(9) [Reserved].

SECTION 2.19 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(1) Unless otherwise specified, (a) the Borrower will make each payment required to be made by it hereunder (whether of principal, interest, fees or otherwise) prior to 2:00 p.m., New York City time at the Payment Office, except that payments pursuant to Sections 2.16, 2.17, 2.18 and 10.06 will be made directly to the Persons entitled thereto; and (b) each such payment will be made, on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. The Administrative Agent will distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof and will make

settlements with the Lenders with respect to other payments at the times and in the manner provided in this Agreement. Except as otherwise provided herein, if any payment hereunder is due on a day that is not a Business Day, the date for payment will be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon will be payable for the period of such extension. Any payment required to be made by the Administrative Agent hereunder will be deemed to have been made by the time required if the Administrative Agent, at or before such time, has taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

(2) [Reserved]

(3) Except as otherwise provided in this Agreement, if any Lender, by exercising any right of set-off or counterclaim or otherwise, obtains payment in respect of any principal of or interest on any of its Class of Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Class of Loans than the proportion received by any other Lender in such Class, then the Lender receiving such greater proportion will purchase (for cash at face value) participations in the Loans of such Class of other Lenders in such Class to the extent necessary so that the benefit of all such payments will be shared by the Lenders in such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of such Class; provided that (a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations will be rescinded and the purchase price restored to the extent of such recovery, without interest, and (b) the provisions of this paragraph (3) will not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or a Disqualified Institution) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. Solely for purposes of applying clause (2) of the definition of Excluded Taxes to a Lender that acquires a participation pursuant to this Section 2.19, such Lender that acquires a participation pursuant to this Section 2.19 shall be treated as having acquired such participation on the earlier date(s) on which such Lender acquired its applicable interest(s) in the Commitment(s) or Loan(s) (as applicable) with respect to which such participation is received.

(4) Unless the Administrative Agent has received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Xxxxxx has made such share available on such date in accordance with paragraph (1) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

(5) If any Lender fails to make any payment required to be made by it pursuant to Section 2.06(1) or 2.19(3), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under Section 2.06(1) or 2.19(3), as applicable, until all such unsatisfied obligations are fully paid.

SECTION 2.20 Mitigation Obligations; Replacement of Lenders.

(1) If any Lender requests compensation under Section 2.16, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, or if any Lender determines it can no longer make or maintain SOFR Loans pursuant to Section 2.21, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate a different Lending Office for funding or booking any of its Loans hereunder that are affected by such event or assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the reasonable judgment of such Lender, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 2.16, 2.18 or 2.21, as applicable, in the future; provided that such efforts would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(2) If any Lender requests compensation under Section 2.16 or Section 2.18, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.18, or if any Lender determines it cannot make SOFR Loans pursuant to Section 2.21, or if any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, (a) repay the Loans of such Lender on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.04(2)(b)(ii)) or (b) require such Lender (and such Lender shall be obligated) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and, other than in the case of a Defaulting Lender, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from (x) in the case of clause (a) above, the Borrower or (y) in the case of clause (b) above, the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), and (ii) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.18, such assignment will result in a reduction in such compensation or payments thereafter. Nothing in this Section 2.20 will be deemed to prejudice any rights that the Borrower may have against any Lender that is a Defaulting Lender.

(3) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that, pursuant to the terms of Section 10.09, requires the consent of such Lender and with respect to which the Required Lenders have granted their consent, then the Borrower may (unless such Non-Consenting Lender grants such consent), at its sole expense and effort, (a) repay the Loans of such Lender on a non-pro rata basis without premium or penalty (including with respect to the processing and recordation fee referred to in Section 10.04(2)(b)(ii) but except as set forth in the provios immediately below) or (b) replace such Non-Consenting Lender by deeming such Non-Consenting Lender to have assigned (in accordance with and subject to the restrictions contained in Section 10.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) all Obligations of the Borrower owing to such Non-Consenting Lender (including accrued Fees and any amounts due under Section 2.16, 2.17, 2.18 or 2.25) being removed or replaced will be paid in full to such Non-Consenting Lender concurrently with such removal or assignment and (ii) in the case of

clause (b) above, the replacement Lender will purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. No action by or consent of the Non-Consenting Lender will be necessary in connection with such removal or assignment, in the case of clause (b) above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment, the Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender will otherwise comply with Section 10.04; provided that if such Non-Consenting Lender does not comply with Section 10.04 within three Business Days after the Borrower’s request, compliance with Section 10.04 will not be required to effect such assignment.

SECTION 2.21 Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or if any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable Lending Office to make or maintain any SOFR Loans, then, upon notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make or continue SOFR Loans or to convert ABR Borrowings to SOFR Borrowings will be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower will upon demand from such Lender (with a copy to the Administrative Agent), convert all SOFR Borrowings of such Lender to ABR Borrowings, either on the last day of the applicable Interest Period therefor, if such Lender may lawfully continue to maintain such SOFR Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrower will also pay accrued interest on the amount so prepaid or converted.

SECTION 2.22 Incremental Facilities.

(1) Notice. At any time and from time to time, on one or more occasions, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent, increase the aggregate principal amount of any outstanding Class of Term Loans or add one or more additional Classes of Term Loans under the Loan Documents (any such new Class or increase of Term Loans, an “Incremental Facility” and any loans made pursuant to an Incremental Facility, “Incremental Loans”).

(2) Ranking. Incremental Facilities may, at the discretion of the Borrower, rank pari passu in right of payment with the Term Loans, be subordinated in right of payment to the Term Loans and/or be secured or unsecured. If Incremental Facilities are subordinated or secured on a junior basis to the Loans, a Debt Representative, acting on behalf of the holders of such Incremental Facilities, will become party or otherwise subject to the provisions of the applicable Acceptable Intercreditor Agreement or subject to subordination arrangements reasonably satisfactory to the Administrative Agent. Any Incremental Facility that is subordinated, unsecured or secured on a junior basis to the Loans shall be documented pursuant to a separate facility agreement subject to the terms of this Section 2.22.

(3) Size. The principal amount of Incremental Facilities incurred pursuant to this Section 2.22 and Incremental Equivalent Term Debt incurred pursuant to Section 6.01(1) (other than amounts incurred (including through reclassification) pursuant to the Ratio Based Incremental Facility Amount) will not exceed at the time of such incurrence, in the aggregate, an amount equal to the amount of all voluntary prepayments of any Class of Term Loans and any Incremental Equivalent Term Debt, Credit Agreement Refinancing Indebtedness and Permitted Refinancing Indebtedness, in each case, that are secured on a pari passu basis with the Initial Term Loans, so long as such prepayment is effected on or prior to the date of any such incurrence (including all loan buy-backs (whether or not offered to all Lenders) and yank-a-bank payments, with credit given to the principal amount purchased) and such prepayment, repurchase, redemption, retirement or reduction is not funded with the proceeds of long term indebtedness (other than revolving indebtedness) (collectively, the “Non-Ratio Based Incremental Facility Cap”); provided that, the Borrower may incur additional Incremental Facilities and Incremental Equivalent Term Debt without

regard to the Non-Ratio Based Incremental Facility Cap so long as (a) with respect to any such Incremental Facility or Incremental Equivalent Term Debt that constitutes Consolidated First Lien Debt, the First Lien Leverage Ratio (determined on a Pro Forma Basis) shall not exceed 1.50:1.00, (b) with respect to any such Incremental Facility or Incremental Equivalent Term Debt that constitutes Consolidated Secured Debt, the Secured Leverage Ratio (determined on a Pro Forma Basis) shall not exceed the greater of (x) 3.00:1.00 and (y) in the case of any such Incremental Facility or Incremental Equivalent Term Debt incurred to finance a Permitted Acquisition or other Investment, the Secured Leverage Ratio immediately prior to the incurrence of such Indebtedness, and (c) with respect to any such Incremental Facility or Incremental Equivalent Term Debt which is unsecured, either (i) the Total Leverage Ratio (determined on a Pro Forma Basis) shall not exceed the greater of (x) 4.25:1.00 and (y) in the case of any such Incremental Facility or Incremental Equivalent Term Debt incurred to finance a Permitted Acquisition or other Permitted Investment, the Total Leverage Ratio immediately prior to the incurrence of such Indebtedness, or (ii) the Cash Interest Coverage Ratio (determined on a Pro Forma Basis) shall be no less than the lesser of (x) 2.00:1.00 and (y) in the case of any such Incremental Facility or Incremental Equivalent Term Debt incurred to finance a Permitted Acquisition or other Permitted Investment, the Cash Interest Coverage Ratio immediately prior to the incurrence of such Indebtedness (the Indebtedness permitted to be incurred pursuant to clause (a), (b) or (c) of this proviso, the “Ratio Based Incremental Facility Amount”).

If the Borrower incurs indebtedness under the Non-Ratio Based Incremental Facility Cap on the same date that it incurs indebtedness under the Ratio Based Incremental Facility Amount, then the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio or the Cash Interest Coverage Ratio, as applicable, with respect to the amounts incurred under the Ratio Based Incremental Facility Amount will be calculated without including any incurrence under the Non-Ratio Based Incremental Facility Cap. Unless the Borrower elects otherwise, each Incremental Facility shall be deemed incurred first under the Ratio Based Incremental Facility Amount to the extent permitted, with the balance incurred under the Non-Ratio Based Incremental Facility Cap.

The Borrower may redesignate any Indebtedness originally incurred under the Non-Ratio Based Incremental Facility Cap as having been incurred under the Ratio Based Incremental Facility Amount, so long as at the time of such redesignation, the Borrower would be permitted to incur under the Ratio Based Incremental Facility Amount the aggregate principal amount of Indebtedness being so redesignated.

The Borrower may elect to incur such Incremental Facilities as a separate tranche or as an increase to any existing tranche of Loans. Each tranche of Incremental Loans or increase to the Initial Term Loans will be in an integral multiple of $1,000,000 and in an aggregate principal amount that is not less than $15,000,000 (or such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that, such amount may be less than the applicable minimum amount or integral multiple amount if such amount represents all the remaining availability under the Ratio Based Incremental Facility Amount or this clause (3) at such time.

(4) Incremental Lenders. Incremental Facilities may be provided by any existing Lender (it being understood that (x) no existing Lender will have an obligation to provide Incremental Facilities and (y) the Borrower shall not be required to first offer to any existing Lender the opportunity to provide any portion of an Incremental Facility) or any Additional Lender; provided that the Administrative Agent shall have consented, (such consent not to be unreasonably withheld, delayed or conditioned) to any Additional Lender’s providing such Incremental Facilities if such consent by the Administrative Agent would be required under Section 10.04 for an assignment of Term Loans to such Additional Lender.

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(5) Incremental Facility Amendments. Each Incremental Facility that is secured on a pari passu basis with the Obligations hereunder will become effective pursuant to an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender or Additional Lender providing such Incremental Facility (the “Incremental Lenders”) and the Administrative Agent. Each Incremental Facility that is subordinated in right of payment to the Obligations, unsecured or secured on a junior lien basis shall be documented outside of this Agreement and, if (x) subordinated in right of payment to the Obligations, it shall be subject to subordination arrangements reasonably satisfactory to the Administrative Agent and/or (y) secured on a junior lien basis, it shall be subject to the applicable Acceptable Intercreditor Agreement(s). The Administrative Agent will promptly notify each Lender as to the effectiveness of each Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary, advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to reflect the existence and terms of the Incremental Facility and the Loans evidenced thereby.

(6) Conditions. The availability of Incremental Loans will be subject solely to the following conditions:

(a) no Specified Event of Default shall have occurred and be continuing on the date such Incremental Facility is incurred or would exist immediately after giving effect thereto; provided that, if the Incremental Facility is being incurred in connection with a Limited Condition Transaction and an LCT Election is made, the date of determination of whether this condition is satisfied shall be the LCT Test Date; and

(b) such other conditions (if any) as may be required by the Incremental Lenders providing such Incremental Loans, unless such other conditions are waived by such Incremental Lenders.

(7) Terms. Each notice delivered pursuant to this Section 2.22 will set forth the amount and proposed terms of the relevant Incremental Facility. The terms of each Incremental Facility will be as agreed between the Borrower and the Incremental Lenders providing such Incremental Facility; provided that:

(a) other than in connection with Customary Bridge Loans, the final maturity date of such Incremental Loans will be no earlier than the Latest Maturity Date of the Term Loans;

(b) other than in connection with Customary Bridge Loans, the Weighted Average Life to Maturity of such Incremental Loans will be no shorter than the longest remaining Weighted Average Life to Maturity of the Term Loans at the time of incurrence thereof unless the Lenders are also offered by the Borrower the same percentage amortization prepayment per annum for the corresponding year (provided that, each individual Lender will be deemed to have rejected such offer unless such Lender notifies the Administrative Agent that it has accepted such offer within a time period to be determined after that date of such offer);

(c) such Incremental Loans may provide for the ability to participate (i) with respect to any voluntary prepayments, on a pro rata basis, greater than pro rata basis, or less than a pro rata basis with the then-outstanding Term Facilities and (ii) with respect to any mandatory prepayments, on a pro rata basis or less than a pro rata basis with the then-outstanding Term Loan Facilities (and on greater than a pro rata basis with respect to prepayments of any such Incremental Term Facility with the proceeds of Credit Agreement Refinancing Indebtedness);

(d) subject to clauses (a) and (b) above, the amortization schedules applicable to such Incremental Loans will be as determined by the Borrower and the Incremental Lenders providing such Incremental Loans;

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(e) to the extent secured, such Incremental Loans is not secured by any assets or property of any Loan Party that does not constitute Collateral (subject to customary exceptions for cash collateral in favor of an agent or similar “fronting” lender);

(f) such Incremental Loans are not guaranteed by any Restricted Subsidiary that is not a Loan Party; and

(h) other than as set forth herein, such terms (x) are substantially identical to, or, taken as a whole, not materially more favorable to the lenders or holders providing such Incremental Loans than, those applicable to the then-outstanding Term Loans, as determined in good faith by the Borrower, except to the extent any such materially more favorable terms are (i) provided to the Lenders of the existing Term Loans pursuant to an amendment to this Agreement only requiring execution by the Borrower and no other Person, (ii) only apply after the Maturity Date of the Initial Term Loans or (iii) are otherwise acceptable to the Administrative Agent or (y) reflect market terms and conditions at the time of incurrence or issuance thereof as determined by the Borrower.

(8) Pricing.

(a) Subject to clause (b) below, (i) the interest rate, fees and original issue discount for any Incremental Facility will be as determined by the Borrower and the Incremental Lenders providing such Incremental Loans and (ii) the interest rate, fees and original issue discount for any Incremental Equivalent Term Debt and any Ratio Debt that is secured on a pari passu basis with the Term Loans or will be as determined by the Borrower and the providers of such pari passu Incremental Equivalent Term Debt or Ratio Debt;

(b) If the yield (as determined below) on any Incremental Facility, Incremental Equivalent Term Debt or Ratio Debt that is secured on a pari passu basis and pari passu in right of payment with the Initial Term Loans and incurred prior to the date that is 12 months after the Closing Date) (other than (A) any such Incremental Facility or Incremental Equivalent Term Debt originally incurred in reliance on the Non-Ratio Based Incremental Facility Cap, (B) any such Incremental Facility, Incremental Equivalent Term Debt or Ratio Debt incurred in connection with a Permitted Acquisition or other Permitted Investment and (C) any such Incremental Facility, Incremental Equivalent Term Debt or Ratio Debt that does not constitute floating-rate Indebtedness) (the “MFN Parameters” and such yield, the “Incremental Yield”) exceeds the yield (as determined below) on the Initial Term Loans denominated in the same currency as such Indebtedness by more than 50 basis points, then the interest margins for such Initial Term Loans will automatically be increased to a level such that the yield on such Initial Term Loans will be 50 basis points below the Incremental Yield on such Incremental Facility, Incremental Equivalent Term Debt or Ratio Debt. Any increase in yield on the Initial Term Loans required pursuant to this Section 2.22(8) and resulting from the application of a Term SOFR or ABR “floor” on any such Incremental Loans, Incremental Equivalent Term Debt or Ratio Debt will be effected solely through an increase in such “floor” (or an implementation thereof, as applicable) in respect of the Initial Term Loans. In determining whether the Incremental Yield on any such Incremental Loans, Incremental Equivalent Term Debt or Ratio Debt exceeds the yield on the Initial Term Loans by more than 50 basis points, (A) such determination will take into account interest margins (and any coupon payable, if applicable), minimum Term SOFR, minimum ABR, upfront fees and original issue discount on the Initial Term Loans or such other Indebtedness, with upfront fees and original issue discount being equated to interest margins or coupon based on an assumed four-year life to maturity, but will exclude any arrangement, syndication, structuring, commitment, placement, underwriting, amendment consent or other fees payable in connection therewith that is not shared among the applicable lenders or holders of such Indebtedness on a pro rata basis and (B)(x) with respect to the Initial Term Loans, to the extent Term SOFR on the closing date of the Incremental Facility is less than any Term SOFR floor then applicable to the Initial Term Loans, the amount of such difference

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shall be deemed added to the applicable rate for such Initial Term Loans solely for the purposes of determining whether an increase in the interest margins for such Initial Term Loans shall be required and (y) to the extent that Term SOFR or any equivalent definition thereof on the closing date of any such Incremental Facility, Incremental Equivalent Term Debt or Ratio Debt is less than any interest rate floor, if any, applicable to such Indebtedness, the amount of such difference shall be deemed added to the applicable rate for such Indebtedness solely for the purposes of determining the Incremental Yield; provided, that for purposes of calculating Term SOFR or any such equivalent definition for this clause (B), such rate shall be for the same interest period, which shall be determined by the Borrower from the interest periods available to it under this Agreement and such Indebtedness, respectively (this clause (8), the “MFN Provision”).

(9) Use of Proceeds. The proceeds of any Incremental Facility may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Restricted Payments, Restricted Debt Payments and related fees and expenses) and for any other purpose not prohibited by the Loan Documents.

(10) Fungible Tranches. Notwithstanding anything herein to the contrary, the Borrower and the Administrative Agent may effectuate changes to the amortization schedule of any class of existing Term Loans to the extent (but only to the extent) necessary to allow for the Incremental Loans to be treated as “fungible” with such class of existing Term Loans including by having such Incremental Loans have modestly higher amortization payments and/or extend the “soft” call protection.

SECTION 2.23 Other Loans.

(1) Other Term Loans. Credit Agreement Refinancing Indebtedness may, at the election of the Borrower, take the form of new Term Loans under an additional Term Facility hereunder (“Other Term Loans”) pursuant to a Refinancing Amendment.

(2) Refinancing Amendments. The effectiveness of any Refinancing Amendment will be subject only to the satisfaction on the date thereof of such of the conditions set forth in Section 4.01 as may be requested by the providers of Other Term Loans. The Administrative Agent will promptly notify each Lender as to the effectiveness of each Refinancing Amendment.

(3) Required Consents. Any Refinancing Amendment may, without the consent of any Person other than the Administrative Agent, the Borrower and the Lenders or Additional Lenders providing Other Term Loans, effect such amendments to this Agreement and the other Loan Documents as may be necessary, advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.23. This Section 2.23 supersedes any provisions in Section 10.09 to the contrary.

(4) Providers of Other Term Loans. Any Lender approached to provide all or a portion of Other Term Loans may elect or decline, in its sole discretion, to provide such Other Term Loans (it being understood that there is no obligation to approach any existing Lenders to provide Other Term Loans). The consent of the Administrative Agent will be required in respect of any Person providing Other Term Loans if such consent would be required under Section 10.04 for an assignment of such Loans to such Person.

SECTION 2.24 Extensions of Term Loans.

(1) Extension Offers. Pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Term Loans of the applicable Class with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans with a like maturity date, as the case may be) and offered on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the

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terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term Loans and otherwise modify the terms of such Term Loans pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate, premiums or fees payable in respect of such Term Loans (and related outstandings) and/or modifying the amortization schedule, optional prepayment terms, required prepayment dates and participation in prepayments in respect of such Lexxxx’s Term Loans) (each, an “Extension”, and each group of Term Loans, in each case as so extended, being a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted). Each Extension Offer will specify the minimum amount of Term Loans with respect to which an Extension Offer may be accepted, which will be an integral multiple of $1,000,000 and an aggregate principal amount that is not less than $25,000,000 (or (a) if less, the aggregate principal amount of such Term Loans or (b) such lesser minimum amount as is approved by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed). If the aggregate outstanding principal amount of Term Loans in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Term Loans offered to be extended pursuant to an Extension Offer, then the Term Loans of such Lenders will be extended ratably up to such maximum amount based on the Term Loans of the Lender or the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment be subject to any “most favored nation” pricing provisions. Each Lender accepting an Extension Offer with respect to Commitments of the applicable Class is referred to herein as an “Extending Lender” and the Term Loans held by such Lender (and so extended) accepting an Extension Offer is referred to herein as “Extended Term Loans”.

(2) Extension Amendments. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (an “Extension Amendment”) with the Borrower as may be necessary in order to establish new classes in respect of the Extended Term Loans, as applicable. Any Extension Amendment may, without the consent of any Person other than the Administrative Agent, the Borrower and the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary, advisable or appropriate, in the reasonable opinion of the Borrower, to effect the provisions of this Section 2.24. This Section 2.24 supersedes any provisions in Section 10.09 to the contrary. Except as otherwise set forth in an Extension Offer, there will be no conditions to the effectiveness of an Extension Amendment. Extensions will not constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

(3) Terms of Extended Term Loans. The terms of any Extended Term Loans will be set forth in an Extension Offer and as agreed between the Borrower and the Extending Lenders accepting such Extension Offer; provided that:

(a) the final maturity date of such Extended Term Loans will be no earlier than the Latest Maturity Date of the Term Loans subject to such Extension Offer;

(b) the Weighted Average Life to Maturity of such Extended Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans subject to such Extension Offer; provided that notwithstanding the foregoing, scheduled amortization shall be permitted if the Lenders of the other Classes of Term Loans are also offered by the Borrower the same percentage amortization prepayment per annum for the corresponding year (provided that each individual Lender will be deemed to have rejected such offer unless such Lexxxx xotifies the Administrative Agent that it has accepted such offer within a time period to be determined after that date of such offer);

(c) such Extended Term Loans may participate on a pro rata basis or less than pro rata basis in any mandatory prepayments of Term Loans;

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(d) such Extended Term Loans are not secured by any assets or property of any Person that does not constitute Collateral;

(e) such Extended Term Loans are not guaranteed by any Person that is not a Loan Party; and

(f) except as to principal amount, tranching, pricing terms (interest rate, fees, funding discounts and prepayment premiums), call protection and maturity, the terms and conditions of such Extended Term Loans (x) are substantially identical to (including as to ranking and priority), or, taken as a whole, not materially more favorable to the lenders or holders providing such Indebtedness than, those applicable to the Term Loans subject to such Extension Offer, as determined in good faith by the Borrower, except to the extent any such materially more favorable terms are (i) provided to the Lenders of the existing Term Loans pursuant to an amendment to this Agreement only requiring execution by the Borrower and no other Person, (ii) only apply after the Maturity Date of the Initial Term Loans or (iii) are otherwise acceptable to the Administrative Agent, or (y) reflect market terms and conditions at the time of incurrence or issuance thereof as determined by the Borrower.

(4) Required Consents. No consent of any Lender or any other Person will be required to effectuate any Extension, other than the consent of the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), the Borrower and each applicable Extending Lender. The transactions contemplated by this Section 2.24 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Offer) will not require the consent of any other Lender or any other Person, and the requirements of any provision of this Agreement (including Sections 2.12 and 2.19) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.24 will not apply to any of the transactions effected pursuant to this Section 2.24.

SECTION 2.25 Repricing Event. In the event that, prior to the date that is 6 months after the Closing Date, the Borrower refinances or makes any prepayment of, or amends the terms of, Initial Term Loans in connection with any Repricing Event (or causes any such Initial Term Loans to be mandatorily assigned pursuant to the terms of Section 2.20(3) or 10.04(7) hereof, in each case, in connection with a Repricing Event), the Borrower will pay to the Administrative Agent, for the ratable account of each applicable Lender, a payment of 1.00% of the aggregate principal amount of any such Initial Term Loans so refinanced, prepaid or amended (or subject to mandatory assignment), as the case may be.

SECTION 2.26 Defaulting Lenders.

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

(a) Waivers and Amendments. Such Defaulting Lexxxx’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement is restricted as set forth in the definition of Required Lenders.

(b) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise), will be applied at such time or times as may be determined by the Administrative Agent as follows:

(i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;

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(ii) second, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and

(iii) third, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction;

Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.26(1)(b) will be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

ARTICLE III

Representations and Warranties

Each of Holdings and its Restricted Subsidiaries represents and warrants to each Agent, to each of the Lenders that the following representations and warranties are true and correct in all material respects.

With respect to any Credit Extensions made after the Closing Date to the extent required by Section 4.02, the Borrower, with respect to itself and each of the Restricted Subsidiaries, and Holdings, solely with respect to Sections 3.01, 3.02, 3.03, 3.04, 3.07(2) and 3.14, will represent and warrant to each Agent and to each of the Lenders that:

SECTION 3.01 Organization; Powers. Each of Holdings, the Borrower and each Restricted Subsidiary:

(1) is a partnership, limited liability company, corporation or trust duly organized or incorporated validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation (to the extent such status or an analogous concept applies to such an organization), except, in the case of Restricted Subsidiaries that do not constitute Loan Parties, where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect;

(2) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect;

(3) is qualified to do business in each jurisdiction where such qualification is required, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect; and

(4) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents to which it is a party and, in the case of the Borrower, to borrow and otherwise obtain credit hereunder.

SECTION 3.02 Authorization. The execution, delivery and performance by the Loan Parties of each of the Loan Documents to which it is a party, the Borrowings hereunder and the Transactions:

(1) have been duly authorized by all corporate, stockholder, partnership, limited liability company or other applicable action required to be taken by the Loan Parties; and

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(2) will not:

(a) violate:

(i) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation, memorandum or articles of association or other constitutive documents (including any partnership, limited liability company or operating agreement or by-laws) of any Loan Party;

(ii) any applicable order of any court or any rule, regulation or order of any Governmental Authority; or

(iii) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which any Loan Party is a party or by which any of them or any of their property is or may be bound;

(b) be in conflict with, result in a breach of, constitute (alone or with notice or lapse of time or both) a default under, or give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under, any such indenture, certificate of designation for preferred stock, agreement or other instrument referred to in Section 3.02(2)(a)(iii) above; or

(c) result in the creation or imposition of any Lien upon any property or assets of any Loan Party, other than the Liens created by the Loan Documents and Permitted Liens;

except, with respect to clauses (a) and (b) of this Section 3.02(2), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 3.03 Enforceability. This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to:

(1) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally;

(2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(3) implied covenants of good faith and fair dealing;

(4) any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries;

(5) the Legal Reservations.

SECTION 3.04 Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority or third party is or will be required in connection with the Transactions, the perfection or maintenance of the Liens created under the Security Documents or the exercise by the Administrative Agent, the Collateral Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral, except for:

(1) the filing of Uniform Commercial Code financing statements, PPSA financing statements and equivalent filings in foreign jurisdictions;

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(2) filings with the United States Patent and Trademark Office and the United States Copyright Office, the Canadian Intellectual Property Office and comparable offices in foreign jurisdictions and equivalent filings in foreign jurisdictions;

(3) [reserved];

(4) filings as may be required under the Exchange Act and applicable stock exchange rules in connection therewith;

(5) such as have been made or obtained and are in full force and effect;

(6) such actions, consents and approvals the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect; or

(7) filings or other actions listed on Schedule 3.04.

SECTION 3.05 Title to Properties. Each of Holdings, the Borrower and the Subsidiary Loan Parties has valid fee simple title to, or valid leasehold interests in, or easements or other limited property interests in, all of its Real Properties and valid title to its personal property and assets, in each case, except for Permitted Liens or defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes, in each case, except where the failure to have such title, interest, easement or right would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens.

SECTION 3.06 Subsidiaries.

(1) Schedule 3.06 sets forth as of the Closing Date the name and jurisdiction of incorporation, formation or organization of Holdings, the Borrower and each Restricted Subsidiary and, as to each Restricted Subsidiary, the percentage of each class of Equity Interests owned by the Borrower or by any other Subsidiary of the Borrower.

(2) As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any Equity Interests owned or held by Holdings, the Borrower or any Restricted Subsidiary.

SECTION 3.07 Litigation; Compliance with Laws.

(1) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of the Borrower, threatened in writing against or affecting Holdings or any Restricted Subsidiary or any business, property or rights of any such Person (but excluding any actions, suits or proceedings arising under or relating to any Environmental Laws, which are subject to Section 3.13), in each case, except for the Disclosed Matters, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(2) To the knowledge of the Borrower, none of the Borrower, any Restricted Subsidiary or their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval, or any building permit, but excluding any Environmental Laws,

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which are subject to Section 3.13) or any restriction of record or agreement affecting any property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 3.08 Federal Reserve Regulations.

(1) None of Holdings, the Borrower or any Restricted Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

(2) No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund Indebtedness originally incurred for such purpose or (ii) for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulations U or X.

SECTION 3.09 Investment Company Act. None of Holdings, the Borrower or any Guarantor is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

SECTION 3.10 Use of Proceeds. The proceeds of the Initial Term Loans will be used, directly or indirectly, by the Borrower, (i) to finance a portion of the Transactions, (ii) as additional cash on the balance sheet of the Borrower and its Restricted Subsidiaries and (iii) for general corporate purposes of the Borrower and its Subsidiaries.

SECTION 3.11 Taxes.

(1) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of Holdings and its Restricted Subsidiaries has filed or caused to be filed all federal, state, provincial, local and non-U.S. Tax returns required to have been filed by it; and

(2) Each of Holdings and its Restricted Subsidiaries has timely paid or caused to be timely paid (a) all Taxes shown to be due and payable by it (taking into account any applicable extension) on the returns referred to in clause (1) of this Section 3.11 and (b) all other Taxes or assessments (or made adequate provision (in accordance with GAAP) for the payment of all Taxes due) with respect to all periods or portions thereof ending on or before the Closing Date, which Taxes, if not paid or adequately provided for, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in each case except Taxes or assessments that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or any Restricted Subsidiary (as the case may be) has set aside on its books adequate reserves in accordance with GAAP.

SECTION 3.12 No Material Misstatements.

(1) All written factual information and written factual data (other than the Projections, estimates and information of a general economic or industry specific nature) (subject, on the Closing Date, with respect to information or data concerning the Borrower and its Subsidiaries and their business, to the knowledge of such Loan Party only) concerning Holdings or any Restricted Subsidiary that has been made available to the Administrative Agent or the Lenders, directly or indirectly, by or on behalf of Holdings or any Restricted Subsidiary in connection with the Transactions, when taken as a whole and after giving effect to all supplements and updates provided thereto, is correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made.

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(2) The Projections that have been made available to the Administrative Agent or the Lenders by or on behalf of the Borrower in connection with the Transactions, when taken as a whole, have been prepared in good faith based upon assumptions that are believed by the Borrower to be reasonable at the time made and at the time delivered to the Administrative Agent or the Lenders, it being understood by the Administrative Agent and the Lenders that:

(a) the Projections are merely a prediction as to future events and are not to be viewed as facts;

(b) the Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings and the Borrower;

(d) actual results may differ and such differences may be material.

SECTION 3.13 Environmental Matters. Except for the Disclosed Matters and as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:

(1) Holdings and each of the Restricted Subsidiaries are in compliance with all Environmental Laws (including having obtained and complied with all permits, licenses and other approvals required under any Environmental Law for the operation of its business);

(2) neither Holdings nor any Restricted Subsidiary has received notice of or is subject to any pending, or to the Borrower’s knowledge, threatened action, suit or proceeding alleging a violation of, or liability under, any Environmental Law that remains outstanding or unresolved;

(3) to the Borrower’s knowledge, no Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by Holdings or any Restricted Subsidiary in violation of Environmental Laws and no Hazardous Material has been generated, owned, treated, stored, handled or controlled by Holdings or any Restricted Subsidiary and transported to or released at any location which, in each case, described in this clause (3), would reasonably be expected to result in an Environmental Liability of Holdings or any Restricted Subsidiaries; and

(4) there are no agreements in which Holdings or any Restricted Subsidiary has expressly assumed or undertaken responsibility for any known or reasonably anticipated liability or obligation of any other Person arising under or relating to Environmental Laws or Hazardous Materials.

SECTION 3.14 Security Documents.

The Collateral Agreement and each other Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal and valid Liens on the Collateral described therein to the extent intended to be created thereby and required to be perfected therein or under the Agreed Security Principles; and when financing statements in appropriate form are filed in the offices specified on Schedule III to the Collateral Agreement (or the analogous schedule or provision of such other Security Document, to the extent applicable), and the Collateral Agreement or a summary thereof or a short form grant of security interest in Intellectual Property (in substantially the form of Exhibit B to the Collateral Agreement or Canadian Collateral Agreement, as applicable (for trademarks), Exhibit C to the Collateral Agreement or Canadian Collateral Agreement, as applicable, (for patents), Exhibit D to the Collateral

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Agreement or Canadian Collateral Agreement, as applicable (for copyrights), or Exhibit E to the Canadian Collateral Agreement (for industrial designs) or, in each case, the analogous schedule or provision of such other Security Document, to the extent applicable)) is properly filed in the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as applicable, and the Pledged Collateral described in the Collateral Agreement is delivered to the Administrative Agent, the Liens on the Collateral granted pursuant to the Collateral Agreement and the other Security Documents will constitute fully perfected Liens on, and security interests in, all right, title and interest of the applicable Loan Party in such Collateral in which (and to the extent) a security interest can be perfected under Article 9 of the Uniform Commercial Code or the PPSA, in each case prior to and superior in right of the Lien of any other Person (except for Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office may be necessary to perfect a Lien on registered trademarks, patents and industrial designs, trademark, patent and industrial design applications and registered copyrights acquired by and registered copyrights exclusively licensed to the grantors after the Closing Date)). Notwithstanding anything herein (including this Section 3.14) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law except in the case of a Foreign Subsidiary that becomes a Guarantor with respect to the laws of the jurisdiction of organization or incorporation of such Foreign Subsidiaries.

SECTION 3.15 Location of Real Property. Schedule 3.15 correctly identifies, in all material respects, as of the Closing Date, all Material Real Property owned in fee by the Loan Parties.

SECTION 3.16 Solvency. On the Closing Date, after giving effect to the consummation of the Transactions, including the making of the Loans hereunder, and after giving effect to the application of the proceeds thereof:

(1) the fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities (subordinated, contingent or otherwise);

(2) the present fair saleable value of the property of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities (subordinated, contingent or otherwise) as such debts and other liabilities become absolute and matured;

(3) the Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities (subordinated, contingent or otherwise) as such liabilities become absolute and matured; and

(4) the Borrower and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital.

For purposes of this Section 3.16, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

SECTION 3.17 No Material Adverse Effect. Since December 31, 2022, there has been no event that has had, or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

SECTION 3.18 Beneficial Ownership Certificate. As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

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SECTION 3.19 OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws.

(1) No Loan Party or any of its Subsidiaries is in violation of any Sanctions applicable to such Loan Party or Subsidiary.

(2) No Loan Party nor any of its Subsidiaries nor any director, officer, employee, or to the knowledge of such Loan Party, agent or Controlled Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned Person, (b) has any assets located in a Sanctioned Country to the extent such assets would violate Sanctions applicable to any Loan Party or any of its Subsidiaries or Controlled Affiliates of the foregoing, (c) derives revenues from investments in, or transactions with Sanctioned Persons or a Sanctioned Country, in violation of Sanctions, or (d) has, within the last five years, had any transactions or dealings with or involving a Sanctioned Country or Sanctioned Person, in violation of Sanctions.

(3) Except as set forth on Schedule 3.19(3), each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing.

(4) Except as set forth on Schedule 3.19(4), each of the Loan Parties and its Subsidiaries, each director, officer, employee and to the knowledge of each such Loan Party, agent and Controlled Affiliate of each such Loan Party and each such Subsidiary, is in compliance (i) with all Sanctions applicable to such Person, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to any Loan Party or any of their respective Subsidiaries or Controlled Affiliates of the foregoing.

(5) Notwithstanding the foregoing, the provisions of this Section 3.19, Section 3.10, Section 5.14 and any other provision hereof shall not be interpreted to contravene, or require any notification to the Attorney General of Canada under, the Foreign Extraterritorial Measures (United States) Order, 1992, by any Loan Party or any Subsidiary thereof.

SECTION 3.20 Intellectual Property; Licenses, Etc. Except as set forth on Schedule 3.20:

(1) except as would not reasonably be expected to have a Material Adverse Effect, Holdings and each Restricted Subsidiary owns, or possesses the right to use, all of the patents, trademarks, service marks, trade names, copyrights, mask works, domain names, trade secrets and other intellectual property rights (collectively, “Intellectual Property Rights”) that are reasonably necessary for the operation of their respective businesses, without infringing, misappropriating, diluting or violating with the rights of any other Person;

(2) except as would not reasonably be expected to have a Material Adverse Effect, neither Holdings nor any of the Restricted Subsidiaries nor any product, process, method, substance, part or other material now employed, sold or offered by the Borrower or the Restricted Subsidiaries is infringing upon, misappropriating, diluting or otherwise violating Intellectual Property Rights of any Person; and

(3) except as would not reasonably be expected to have a Material Adverse Effect, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened in writing.

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SECTION 3.21 Employee Benefit Plans, Canadian Pension Plans and UK DB Pension Plans.

(1) Except as would not reasonably be expected to have a Material Adverse Effect, the Borrower and each of its ERISA Affiliates are in compliance with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, would reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, the present value of all accumulated benefit obligations under all Plans (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value (as determined in good faith by the Borrower) of the assets of such Plans, in the aggregate.

(2) Except as would not reasonably be expected to have a Material Adverse Effect, each Loan Party is in material compliance with the applicable provisions of any Canadian Pension Plan and the Canadian Pension Plans are duly registered under the ITA and all other laws which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. Except as would not reasonably be expected to have a Material Adverse Effect, no Canadian Pension Event has occurred or is reasonably expected to occur. All contributions and payments required to be made by any Loan Party to any Canadian Pension Plan or Canadian Multi-Employer Pension Plan have been timely made in accordance with the terms of the plan and applicable law, save for immaterial amounts which are made no later than 30 days after the date on which they were due or administrative errors that are rectified within 30 days. Except for the Canadian Pension Plans listed on Schedule 3.21, none of the Canadian Pension Plans is a Canadian Defined Benefit Pension Plan. A copy of the most recently prepared actuarial valuation report for each Canadian Pension Plan which is a Canadian Defined Benefit Pension Plan has been provided to the Administrative Agent.

(3) Except for the Disclosed UK DB Pension Plans, neither Holdings nor any of its Subsidiaries is or has at any time been an “employer” in relation to a UK DB Pension Plan or is or has been at any time in the previous six years “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the Pensions Act 2004 of the United Kingdom) (except to the extent any such connection or association has not, individually or in the aggregate, and would not, reasonably be expected to have a Material Adverse Effect) an “employer” of any UK DB Pension Plan.

(4) Neither Holdings nor any of its Subsidiaries has received a Financial Support Direction or a Contribution Notice (or a warning notice in respect of a Financial Support Direction or a Contribution Notice) or is currently liable to discharge any fine or penalty in relation to any Criminal Pension Power.

SECTION 3.22 Financial Assistance. The application of each borrowing shall comply in all respects with Sections 678 to 679 of the UK Companies Act, including the execution of any Loan Documents and payment of amounts due under this Agreement.

ARTICLE IV

Conditions of Lending

SECTION 4.01 Conditions Precedent to Credit Extensions on the Closing Date. The agreement of each Lender to make Credit Extensions on the Closing Date is subject solely to the satisfaction or waiver by the Administrative Agent, prior to or concurrently with the making of the Credit Extensions on the Closing Date, of the following conditions precedent (the making of such initial Credit Extensions by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent):

(1) Loan Documents. The Administrative Agent shall have received this Agreement, the Guaranty, the Security Documents, the ABL Intercreditor Agreement, in each case, dated as of the Closing Date, duly executed and delivered by a Responsible Officer of each of the Loan Parties party thereto.

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(2) Borrowing Request. On or prior to the Closing Date, the Administrative Agent shall have received a Borrowing Request.

(3) Securitization Intercreditor Agreement. The Administrative Agent shall have received a designation and joinder to the Securitization Intercreditor Agreement, duly executed by the Borrower and the Administrative Agent.

(4) Closing Date Refinancing. The Closing Date Refinancing shall have occurred substantially concurrently with the initial Credit Extensions.

(5) Fees. Payment of all fees required to be paid pursuant to the Fee Letters.

(6) Solvency Certificate. The Administrative Agent shall have received a solvency certificate substantially in the form attached hereto as Exhibit B, delivered by the Borrower.

(7) Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties dated the Closing Date and certifying:

(a) that attached thereto is a true and complete copy of the charter or other similar organizational document of such Loan Party (or, in the case of English Loan Parties, the certificate of incorporation, articles of association and (if applicable) memorandum of association), and each amendment thereto, except in the case of any English Loan Party or Canadian Loan Party, certified (as of a date reasonably near the Closing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized or incorporated;

(b) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors and/or equityholders (as applicable) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect;

(c) in relation to each English Loan Party, that the guaranteeing and/or securing of the Obligations by such English Loan Party will not cause any guarantee or security limit binding on such English Loan Party to be exceeded; and

(d) as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified in Section 4.01(1) (other than with respect to any Canadian Loan Party, together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(7)).

(8) Legal Opinions. The Administrative Agent shall have received a customary legal opinion of (i) White & Case LLP, New York counsel to the Loan Parties, (ii) XxXxxxxx LLP, Canadian counsel to the Loan Parties, (iii) Xxxxxx & Xxxxxxx LLP, English counsel to the Secured Parties and (iv) Loyens & Loyeff, Dutch counsel to the Secured Parties.

(9) Pledged Collateral Interests. Except as set forth on Schedule 5.13, the Administrative Agent shall have received the certificates and instruments representing the Pledged Collateral, including the Equity Interests (if such Equity Interests are certificated) of the Borrower and each Subsidiary Loan Party, in each case to the extent such Equity Interests are included in the Collateral and required to be pledged pursuant to the Security Documents, together with an undated stock power for each such certificate and allonge for each such instrument executed in blank by a duly authorized officer of the pledgor thereof.

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(10) Good Standing Certificate. The Administrative Agent shall have, except in the case of any English Loan Party, received a good standing certificate or similar certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of the Borrower’s and the Guarantors’ respective jurisdiction of organization dated a recent date prior to the Closing Date.

(11) [Reserved].

(12) Know Your Customer and Other Required Information. All documentation and other information about the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations (including without limitation, PATRIOT Act, CAML and Beneficial Ownership Certificates), as has been reasonably requested in writing by the Administrative Agent at least ten Business Days prior to the Closing Date, shall have been provided not later than the date that is three Business Days prior to the Closing Date, including, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate.

(13) Representations and Warranties. The representations and warranties set forth in the Loan Documents will be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties will be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date).

(14) UCC and PPSA Financing Statements. The Collateral Agent shall have received with respect to the Borrower and each other Loan Party, UCC-1 financing statements in a form appropriate for filing in the state of organization or incorporation of such Loan Party and PPSA financing statements or other filings in a form appropriate for filing in the jurisdiction of organization or incorporation, registered office, head office, chief executive office and domicile (as determined under the Civil Code of Quebec) of each Canadian Loan Party and the jurisdiction of any Loan Party’s tangible Collateral located in Canada.

(15) Officer’s Certificate. The Administrative Agent shall have received a certificate of an Responsible Officer of the Borrower, dated as of the Closing Date and certifying as to the matters set forth in Section 4.01(13) above.

There are no conditions, implied or otherwise, to the making of Credit Extensions on the Closing Date other than as set forth in the preceding clauses (1) through (15) and upon satisfaction or waiver by the Administrative Agent of such conditions the Credit Extensions will be made by the Lenders.

SECTION 4.02 Conditions Precedent to Additional Credit Extensions. The obligation of each Lender to make a Credit Extension after the Closing Date is subject to the satisfaction (or waiver) of the following express conditions:

(1) The Administrative Agent shall have received a Borrowing Request in accordance with the requirements hereof.

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(2) Except with respect to any Credit Extension pursuant to Section 2.22, the representations and warranties set forth in the Loan Documents will be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such date, as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties will be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date).

(3) Except with respect to any Credit Extension pursuant to Section 2.22, at the time of and immediately after any such Credit Extension, no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Each such Credit Extension occurring after the Closing Date will be deemed to constitute a representation and warranty by the Borrower on the date of such Credit Extension as to the matters specified in paragraphs (2) and (3) of this Section 4.02 to the extent applicable to such Credit Extension.

ARTICLE V

Affirmative Covenants

Each of Holdings and the Borrower covenants and agrees with each Lender that so long as this Agreement is in effect and until the Termination Date, unless the Required Lenders otherwise consent in writing, Holdings will, and will cause its Restricted Subsidiaries, to:

SECTION 5.01 Existence; Businesses and Properties.

(1) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except:

(a) in the case of a Restricted Subsidiary, where the failure to do so would not reasonably be expected to have a Material Adverse Effect; or

(b) in connection with a transaction permitted under Section 6.05.

(2) (a) Do or cause to be done all things necessary to lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property Rights, licenses and rights with respect thereto necessary for the normal conduct of its business and

(b) at all times maintain and preserve all property necessary to the normal conduct of its business and keep such property in good repair, working order and condition (subject to casualty, condemnation and ordinary wear and tear) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times, in each case, except:

(i) as expressly permitted by this Agreement;

(ii) such as may expire, be abandoned or lapse in the ordinary course of business; or

(iii) where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

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SECTION 5.02 Insurance.

(1) (A) Maintain, with insurance companies reasonably believed to be financially sound and reputable, insurance in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the same or similar locations, and use commercially reasonable efforts to cause the Administrative Agent to be listed as a lender loss payee on property policies and as an additional insured on liability and casualty policies and (B) if at any time any improved Real Property located in the United States constituting Mortgaged Property is located in a Flood Zone, obtain flood insurance on such terms and in such total amount as required by the Flood Insurance Laws. The Borrower will furnish to the Administrative Agent, upon request, information in reasonable detail as to the insurance so maintained. Notwithstanding the foregoing, it is understood and agreed that no Loan Party will be required to maintain flood insurance for Real Property other than such Real Property constituting Mortgaged Property hereunder.

(2) Subject to Section 5.13, obtain certificates and endorsements reasonably acceptable to the Administrative Agent with respect to property and casualty insurance; use commercially reasonable efforts to:

(a) cause each insurance policy referred to in this Section 5.02 and procured from an insurance company to provide that it shall not be cancelled, modified or not renewed (x) by reason of nonpayment of premium except upon not less than 10 days’ prior written notice thereof by the insurer to the Administrative Agent (giving the Administrative Agent the right to cure defaults in the payment of premiums) or (y) for any other reason except upon not less than 30 days’ prior written notice thereof by the insurer to the Administrative Agent except in connection with any insurance policy required by subclause 5.02(1)(B) hereof, provide for at least 45 days prior written notice to the Administrative Agent of any cancellation or nonrenewal of such policy; and

(b) deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Administrative Agent, including an insurance binder) together with evidence reasonably satisfactory to the Administrative Agent of payment of the premium therefor.

SECTION 5.03 Taxes. Pay and discharge promptly when due and payable, all Taxes imposed upon it or its income or profits or in respect of its property except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; provided that such payment and discharge will not be required with respect to any Tax if (1) the validity or amount thereof is being contested in good faith by appropriate proceedings and (2) Holdings, the Borrower or any affected Restricted Subsidiary, as applicable, has set aside on its books reserves in accordance with GAAP with respect thereto.

SECTION 5.04 Financial Statements, Reports, etc. Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders (or, with respect to clause (6) below, to the Lenders who have requested such information)):

(1) within 90 days following the end of each fiscal year, a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of Holdings and its Restricted Subsidiaries as of the close of such fiscal year and the consolidated results of its operations during such fiscal year and, in each case, starting with the fiscal year ending December 31, 2023, setting forth in comparative form the corresponding figures for the prior fiscal year, (together with, in all cases, customary management discussion and analysis) which consolidated balance sheet and related statements of operations, cash flows and owners’ equity will

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be audited by the auditors of the Borrower on the Closing Date, independent public accountants of recognized national standing, or such other accountants as are reasonably acceptable to the Administrative Agent, and accompanied by an opinion of such accountants (which opinion shall not be subject to any “going concern” statement, explanatory note or like qualification or exception (other than a “going concern” statement, explanatory note or like qualification or exception resulting solely from (i) an upcoming maturity date of indebtedness occurring within one year from the time such opinion is delivered, (ii) anticipated or actual financial covenant non-compliance or (iii) the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiary)) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of Holdings and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP (the applicable financial statements delivered pursuant to this clause (1) being the “Annual Financial Statements”);

(2) within 45 days following the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheet and related statements of operations and cash flows showing the financial position of Holdings and its Restricted Subsidiaries as of the close of such fiscal quarter and the consolidated results of its operations during such fiscal quarter and, in each case, the then-elapsed portion of the fiscal year and setting forth, starting with the fiscal quarter ending March 31, 2024, in comparative form the corresponding figures for the corresponding periods of the prior fiscal year (together with, in all cases, customary management discussion and analysis), which consolidated balance sheet and related statements of operations and cash flows will be certified by a Responsible Officer of Holdings on behalf of Holdings as fairly presenting, in all material respects, the financial position and results of operations of Holdings and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes (the applicable financial statements delivered pursuant to this clause (2) being the “Quarterly Financial Statements” and, together with the Annual Financial Statements, collectively, the “Required Financial Statements”);

(3) concurrently with any delivery of Required Financial Statements, a certificate of a Financial Officer of the Borrower:

(a) certifying that to such Financial Officer’s knowledge no Default or Event of Default has occurred and is continuing or, if a Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto;

(b) [reserved]; and

(c) certifying a list of all Unrestricted Subsidiaries at such time and accompanied, if applicable, by unaudited reconciliation statements eliminating the financial information pertaining to such Unrestricted Subsidiary or Unrestricted Subsidiaries with respect to the Required Financial Statements;

(4) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials publicly filed by Holdings, the Borrower or any Restricted Subsidiary with the SEC;

(5) within 90 days following the end of each full fiscal year (starting with the fiscal year ending December 31, 2023), a consolidated annual budget for such fiscal year in the form customarily prepared by the Borrower (the “Budget”), which Budget will in each case be accompanied by the statement of a Financial Officer of the Borrower on behalf of the Borrower to the effect that the Budget is based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof;

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(6) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, in each case, as the Administrative Agent may reasonably request (for itself or on behalf of any Lender); and

(7) [reserved].

Anything to the contrary notwithstanding, the obligations in clauses (1) and (2) of this Section 5.04 may be satisfied with respect to financial information of Holdings and its Restricted Subsidiaries by furnishing (1) the applicable financial statements of Holdings or (2) Holdings’ Form 10-K or 10-Q, as applicable, filed with the SEC. The obligations in clauses (1) and (2) of this Section 5.04 may be satisfied by delivery of financial information of Holdings and its Subsidiaries so long as such financial statements include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of Holdings and its Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Borrower.

Documents required to be delivered pursuant to this Section 5.04 may be delivered electronically in accordance with Section 10.01(5).

SECTION 5.05 Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

(1) any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto;

(2) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings or any of the Restricted Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect;

(3) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect;

(4) the occurrence of any Canadian Pension Event;

(5) in respect of Holdings or any of its Subsidiaries:

(a) the actual issuance by the Pensions Regulator of, or a written communication from the Pensions Regulator which confirms that the Pensions Regulator is investigating the issuance of, a Financial Support Direction or a Contribution Notice in relation to any UK DB Pension Plan;

(b) the actual exercise by the Pensions Regulator, the CPS or the DPP of, or a written communication from the Pensions Regulator, the CPS or the DPP which confirms that the Pensions Regulator, the CPS or the DPP is investigating the exercise of any Criminal Pension Power in relation to any UK DB Pension Plan;

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(d) any debt triggered which becomes due and payable to any UK DB Pension Plan pursuant to Section 75 or 75A of the Pensions Act 1995 of the United Kingdom.

(6) notices of any default or event of default with respect to any Securitization Arrangement.

SECTION 5.06 Compliance with Laws. Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including ERISA, FCPA, OFAC, the PATRIOT Act and Beneficial Ownership Regulation), except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that this Section 5.06 will not apply to Environmental Laws, which are the subject of Section 5.09, or laws related to Taxes, which are the subject of Section 5.03.

SECTION 5.07 Maintaining Records; Access to Properties and Inspections. Permit any Persons designated by the Administrative Agent to visit and inspect the financial records and the properties of Holdings or any Restricted Subsidiary at reasonable times, upon reasonable prior notice to the Borrower, and as often as reasonably requested, to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent, upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of Holdings or any Restricted Subsidiary with the officers thereof and independent accountants therefor (subject to such accountant’s policies and procedures); provided that the Administrative Agent shall give the Borrower an opportunity to participate in any discussions with its accountants; provided, further, that the Administrative Agent may not exercise such rights more often than one time during any six-month period unless an Event of Default is continuing and such time will be at the Borrower’s expense.

Notwithstanding anything to the contrary in this Agreement (including Sections 5.04(7), 5.05 and 5.07) or any other Loan Document, none of the Loan Parties or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter with any competitor to Holdings or any of its Subsidiaries or that (1) constitutes non-financial trade secrets or non-financial proprietary information, (2) in respect of which disclosure is prohibited by law or any binding agreement, (3) is subject to attorney-client or similar privilege or constitutes attorney work product or (4) creates an unreasonably excessive expense or burden on Holdings or any of its Subsidiaries.

SECTION 5.08 Use of Proceeds The Borrower will use the proceeds of the Term Loans in accordance with Section 3.10.

SECTION 5.09 Compliance with Environmental Laws. Comply, and make reasonable efforts to cause all lessees and other Persons occupying its fee-owned Real Properties to comply, with all Environmental Laws applicable to its operations and properties, and obtain and renew all material authorizations and permits required pursuant to Environmental Law for its operations and properties, in each case in accordance with Environmental Laws, except, in each case, to the extent the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.10 Further Assurances; Additional Security.

(1) The Security Documents and each other guaranty or security document delivered or to be delivered under this Agreement and any obligation to enter into such document or obligation by any Subsidiary and any Loan Party shall be subject in all respects to the Agreed Security Principles. This Agreement, including but not limited to Section 10.29, and all of the other Loan Documents shall be subject in all respects to Agreed Security Principles and any limitations set out in any joinder or guarantee agreement in relation to this Agreement or any other Loan Document.

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(2) Subject in each case to the Agreed Security Principles, if (a) a Restricted Subsidiary (other than an Excluded Subsidiary) of the Borrower is formed or acquired (including, without limitation, upon the formation of any Subsidiary (other than an Excluded Subsidiary) that is a Delaware Divided LLC)) after the Closing Date, (b) an Unrestricted Subsidiary is redesignated as a Restricted Subsidiary that does not constitute an Excluded Subsidiary or (c) an Excluded Subsidiary ceases to be an Excluded Subsidiary (including as a result of notice by the Borrower pursuant to the definition of Excluded Subsidiary or ceasing to be an Immaterial Subsidiary as of the date the latest financial statements are delivered pursuant to Section 5.04), in each case, within ninety 90 Business Days after the date of the applicable event described above (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower will or will cause such Restricted Subsidiary to:

(i) deliver a joinder to each of the Guaranty and the Collateral Agreement (or, in the case of any Foreign Subsidiary, the equivalent Security Document or a new local law Security Document which shall be substantially consistent with the analogous existing Security Documents (if any) and subject to the Agreed Security Principles), substantially in the form specified therein (or such other form as agreed between the Borrower and the Administrative Agent), duly executed on behalf of such Restricted Subsidiary;

(ii) to the extent required by and subject to the exceptions set forth in the Security Documents, pledge the outstanding Equity Interests (other than Excluded Equity Interests) owned by such Restricted Subsidiary, and cause each Loan Party owning any Equity Interests issued by such Restricted Subsidiary to pledge such outstanding Equity Interests (other than Excluded Equity Interests), and deliver all certificates (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank, to the Administrative Agent (or a designated bailee thereof);

(iii) to the extent required by and subject to the exceptions set forth in this Section 5.10, the Security Documents, deliver to the Administrative Agent (or a designated bailee thereof) Uniform Commercial Code and PPSA financing statements with respect to such Restricted Subsidiary and such other documents reasonably requested by the Administrative Agent to create the Liens intended to be created under the Security Documents and perfect such Liens to the extent required by or in a manner consistent with the Security Documents;

(iv) except as otherwise contemplated by this Section 5.10 or any Security Document, obtain all consents and approvals required to be obtained by it (including resolutions of the board of directors or specimen signatures and any other customary certificates of authorized officers of each relevant Restricted Subsidiary, in each case as the Administrative Agent may request) in connection with (A) the execution and delivery of all Security Documents (or supplements thereto) to which it is a party and the granting by it of the Liens thereunder and (B) the performance of its obligations thereunder; and

(v) deliver to the Administrative Agent all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering laws, rules and regulations (including, without limitation, the USA Patriot Act and CAML) with respect to such Restricted Subsidiary as have been reasonably requested in writing by the Administrative Agent.

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Notwithstanding anything in this clause (1) or elsewhere in this Agreement to the contrary, and without limiting any provision therein, no Loan Party shall be required to (i) pledge (or cause to be pledged) more than 65% of the voting Capital Stock in any Excluded Subsidiary that is a first-tier Foreign Subsidiary or a FSHCO, or any other equity securities of any other Subsidiary to the extent that the Borrower reasonably determines that such pledge would result in adverse tax consequences, (ii) cause a Subsidiary that is a CFC or FSHCO (or a Subsidiary that is otherwise prohibited from being a Guarantor pursuant to this Section 5.10) to join in the Guaranty or to become a party to any Security Document or (iii) comply with any obligation to enter into the Security Documents and each other guaranty and security document required to be delivered under this Agreement or comply with any other obligation under the Loan Documents (including with respect to perfection of security interests), in each case, to the extent to do so would be inconsistent with the Agreed Security Principles; provided that, for the avoidance of doubt, clause (i) or (ii) shall not apply to any Foreign Subsidiary that is organized or incorporated in an Approved Jurisdiction (or successors thereof) or any Equity Interests issued by any such Foreign Subsidiary.

(3) Subject in each case to the Agreed Security Principles, if any Loan Party (a) acquires a Real Property after the Closing Date that constitutes a Material Real Property at the time of the acquisition thereof or (b) enters a joinder pursuant to Section 5.10(2)(i) hereof and owns a Material Real Property, then, in each case, within 90 days (or such longer period as the Administrative Agent may agree in its sole discretion) after such acquisition or entry of a joinder (as applicable), in each case other than with respect to any Material Real Property that constitutes an Excluded Asset:

(a) notify the Administrative Agent thereof of such acquired or owned Real Property (as applicable);

(b) cause any such acquired or owned Material Real Property (as applicable) to be subjected to a Mortgage securing the Obligations unless such Real Property shall be subject to a Sale and Lease-Back Transaction permitted by Section 6.03 hereunder;

(c) (A) obtain fully paid American Land Title Association Lender’s title insurance policies or other equivalent title insurance policies, in each case in form and substance reasonably satisfactory to the Administrative Agent, with endorsements (including zoning endorsements where available) and in an amount not to exceed the fair market value (as determined in good faith by the Borrower at the time of the acquisition thereof) of each Mortgaged Property that is owned in fee insuring the fee simple title to each of the fee owned Mortgaged Properties vested in the applicable Loan Party and insuring the Administrative Agent that the relevant Mortgage creates a valid and enforceable first priority Lien on the Mortgaged Property encumbered thereby, subject only to Permitted Liens, each of which title policy (“Title Policy”) (1) shall include all endorsements reasonably requested by the Administrative Agent and available in the related jurisdiction and (2) shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request; provided that, reinsurance will not be required if the Title Policy has an insured value of less than $100,000,000, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent; (B) evidence reasonably satisfactory to the Administrative Agent that the applicable Loan Party has (1) delivered to the title company (the “Title Company”) all certificates and affidavits reasonably required by the Title Company in connection with the issuance of the applicable Title Policy and (2) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the applicable real estate records; and (C) a title report issued by the Title Company with respect thereto, together with copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Administrative Agent;

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(d) obtain (i) American Land Title Association (“ALTA”) / National Society of Professional Surveyors, Inc. (successor to the American Congress on Surveying and Mapping) surveys or other equivalent surveys in form and substance satisfactory to the Administrative Agent, dated no more than 30 days before the date of their delivery to the Administrative Agent, certified to the Administrative Agent and the issuer of the Title Policies in a manner reasonably satisfactory to the Administrative Agent or (ii) previously obtained ALTA surveys and affidavits of “no-change” with respect to each such survey, such surveys and affidavits to be sufficient to issue each Title Policy to the Administrative Agent providing all reasonably required survey coverage and survey endorsements;

(e) deliver to the Administrative Agent, a completed “life of the loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property located in the United States (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party) and if any improvements on any such Mortgaged Property are located within a Flood Zone, evidence of such flood insurance to the extent required under Section 5.02(1);

(f) for each Mortgage delivered pursuant to clause (b), obtain customary mortgage or deed of trust (1) enforceability opinions of local counsel for the Loan Parties in the states in which such acquired Real Properties owned in fee simple are located, and (2) due authorization, execution and delivery opinions from where the applicable Loan Party granting the Mortgage on such Mortgaged Property is organized or incorporated; and

(g) take, or cause the applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to perfect such Liens, in each case, at the expense of the Loan Parties, subject to paragraph (5) of this Section 5.10.

(4) Within 30 days (or such longer period as the Administrative Agent may agree in its reasonable discretion) of the applicable change, furnish notice to the Administrative Agent of any change in any Loan Party’s:

(a) corporate or organization name (including any French form of name, English/French form of name or French/English form of name);

(b) organizational structure;

(d) organizational identification number (or equivalent) or, solely if required for perfecting a security interest in the applicable jurisdiction, Federal Taxpayer Identification Number.

The Borrower will cause all filings to be made within any statutory period, under the Uniform Commercial Code, the PPSA or other applicable law or regulation that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest, for the benefit of the applicable Secured Parties, in all Collateral held by a Loan Party that can be perfected by such filing in the state, province or other jurisdiction of organization or incorporation, chief executive office, registered office, head office, domicile (as determined under the Civil Code of Quebec) or location of tangible Collateral held by a Loan Party in any province or territory of Canada) or other applicable law or regulation of such Loan Party and additional financing statements, if any, required in the District of Columbia for any Guarantors constituting Foreign Subsidiaries and fixture filings in connection with Mortgages (if any).

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(5) Execute any and all other documents, financing statements, financing change statements, agreements and instruments, and take all such other actions (including the filing and recording of financing statements, financing change statements and other documents), not described in the preceding clauses (1) and (3) and that the Administrative Agent may reasonably request to satisfy the requirements set forth in this Section 5.10 and in the Security Documents with respect to the creation and perfection of the Liens on the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, contemplated herein and in the Security Documents and to cause such requirement to be and remain satisfied, all at the expense of the Borrower, and provide to the Administrative Agent, from time to time upon reasonable request, evidence as to the perfection and priority of the Liens created by the Security Documents to the extent required hereby.

(6) Notwithstanding anything to the contrary in this Agreement or any other Loan Document (and subject to the Agreed Security Principles),

(a) the other provisions of this Section 5.10 need not be satisfied with respect to any Excluded Assets or Excluded Equity Interests or any exclusions and carve-outs from the perfection requirements expressly set forth in the Collateral Agreement or any other Security Document;

(b) neither the Borrower nor the other Loan Parties will be required to grant a security interest in any asset or perfect a security interest in any Collateral to the extent (i) the cost, burden, difficulty or consequence of obtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby as reasonably determined by the Borrower in its reasonably judgement in consultation with the Administrative Agent or (ii) the granting of a security interest in such asset would be prohibited by enforceable anti-assignment provisions of contracts or applicable law or, in the case of assets consisting of licenses, agreements or similar contracts, to the extent the grant of security therein would violate the terms of such license, agreement or similar contract relating to such asset or would trigger termination of any contract pursuant to any “change of control” or similar provision, in each case, after giving effect to any applicable provisions of the Uniform Commercial Code, the PPSA or other applicable law;

(c) the Loan Parties will not be required to seek or obtain any third-party landlord lien waiver, estoppel (other than in respect of any applicable PPSA registrations), warehouseman waiver or other collateral access or similar letter or agreement;

(d) any liens on the following Collateral of any Loan Party organized in the United States will not be required to be perfected other than by filing of a UCC financing statement in the jurisdiction of organization of the Loan Party owning such Collateral:

(i) assets requiring perfection through control agreements or other control arrangements (other than control of pledged capital stock and material promissory notes to the extent otherwise required pursuant to the Security Documents (it being understood and agreed that perfection by control will not be required with respect to cash and cash equivalents, other deposit accounts and securities and commodities accounts (including securities entitlements and related assets)));

(ii) vehicles and any other assets subject to certificates of title;

(iii) commercial tort claims; and

(iv) letter of credit rights to the extent not perfected as supporting obligations by the filing of a UCC financing statement on the primary collateral;

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(e) (i) with respect to any Loan Party organized in the United States (including its Equity Interests and assets (other than Equity Interests of a Loan Party that is a Foreign Subsidiary)) no actions will be required outside of the United States in order to create or perfect any security interest in any assets and no foreign law security or pledge agreements, foreign law mortgages or deeds or foreign intellectual property filings or searches will be required and (ii) with respect to a Foreign Subsidiary that is a Guarantor (including its Equity Interests and assets), security to be provided including foreign law security or pledge agreements, foreign law mortgages or deeds or foreign intellectual property filings or searches will be reasonably agreed by the Borrower and the Administrative Agent in accordance with the Agreed Security Principles; and

(f) The Administrative Agent may grant extensions of time in respect of any time period for the delivery of any item of notification of any event under this Agreement or any other Loan Document related to the guarantee and security interests in respect of the Loan Parties (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) in its reasonable discretion.

SECTION 5.11 Credit Ratings. Use commercially reasonable efforts to maintain at all times (a) a public credit rating by each of S&P and Moody’s in respect of the Initial Term Loans and (b) a public corporate rating by S&P and a public corporate family rating by Moody’s for the Borrower, in each case with no requirement to maintain any specific minimum rating.

SECTION 5.12 [Reserved].

SECTION 5.13 Post-Closing Matters. Deliver to Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.13 hereof on or before the dates specified with respect to such items on Schedule 5.13 (or, in each case, such later date as may be agreed to by Administrative Agent in its reasonable discretion). All representations and warranties contained in this Agreement and the other Loan Documents will be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described on Schedule 5.13 within the time periods specified thereon, rather than as elsewhere provided in the Loan Documents).

SECTION 5.14 OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. Except as set forth on Schedule 3.19, each Loan Party will, and will cause each of its Subsidiaries to, comply (i) with all Sanctions applicable to such Loan Party or Subsidiary, and (ii) with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to such Loan Party or Subsidiary. Except as set forth on Schedule 3.19, the Borrower will maintain in effect policies and procedures designed to promote compliance by the Borrower, its Subsidiaries, and their respective directors, officers, employees, and agents with applicable Anti-Corruption Laws.

SECTION 5.15 Canadian Pension Plans. With respect to each Canadian Pension Plan which is a Canadian Defined Benefit Pension Plan, provide to the Administrative Agent: (a) promptly after the preparation thereof, copies of each actuarial valuation report (including applicable schedules thereto), whether or not such report is filed with any applicable Governmental Authority; (b) promptly after the filing thereof with any applicable Governmental Authority, a copy of each application for regulatory approval of a commuted value transfer from the plan; and (c) upon request by the Administrative Agent if it has reason to believe that the funded status has decreased and it has not already been provided with an actuarial valuation report within the last twelve months, which request shall not be made more than once every twelve months, an update on the funded status of the plan on each of a going concern, solvency and wind-up basis prepared and certified as accurate by an actuary who is a member in good standing of the Canadian Institute of Actuaries.

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SECTION 5.16 Business of the Borrower and its Restricted Subsidiaries. Notwithstanding any other provisions hereof, not engage at any time in any business or business activity other than any business or business activity conducted by the Borrower or any of the Restricted Subsidiaries on the Closing Date and any similar, corollary, related, ancillary, incidental or complementary business or business activities or a reasonable extension, development or expansion thereof or ancillary thereto.

SECTION 5.17 Transactions with Affiliates. Not sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates in a transaction involving aggregate consideration in an amount not to exceed as of the date of such transaction the greater of (i) $85,000,000 and (ii) 10% of Consolidated EBITDA for the most recently ended Test Period as of the date of such transaction, unless such transaction is upon terms no less favorable to Holdings and its Restricted Subsidiaries than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate (as determined by the Borrower in good faith), except that this Section 5.17 will not prohibit:

(1) transactions between or among (a) Holdings and its Restricted Subsidiaries or (b) Holdings and any Person that becomes a Restricted Subsidiary as a result of such transaction (including by way of a merger, consolidation or amalgamation in which a Loan Party is the surviving entity);

(2) [reserved];

(3) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of the Borrower or Holdings in good faith;

(4) payments, loans, advances or guarantees (or cancellation of loans, advances or Guarantees) or advances to future, present or former directors, officers, employees, managers, consultants or independent contractors or other service providers of Holdings, the Borrower or any Restricted Subsidiary in accordance with Section 6.04(2);

(5) the payment of fees, reasonable out-of-pocket costs and indemnities to future, present or former directors, officers, employees, managers, consultants or independent contractors of Holdings, the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(6) the Transactions and the transactions pursuant to the Loan Documents and other transactions, agreements and arrangements in existence on the Closing Date and set forth on Schedule 5.17 or any amendment thereto to the extent such amendment is not adverse to the Lenders in any material respect as determined in good faith by the Borrower;

(7) (a) any employment, consulting, service or termination agreement, or customary indemnification arrangements entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business,

(b) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers or directors and

(c) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract and transactions pursuant thereto;

(8) Restricted Payments permitted under Section 6.06;

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(9) any purchase by Holdings of the Equity Interests of the Borrower and the purchase by the Borrower of Equity Interests in any Restricted Subsidiary;

(10) [reserved];

(11) transactions with Restricted Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course of business;

(12) any transaction in respect of which Holdings delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the Board of Directors of Holdings from an accounting, appraisal or investment banking firm, in each case, of nationally recognized standing that is (a) in the good faith determination of Holdings qualified to render such letter and (b) reasonably satisfactory to the Administrative Agent, which letter states that such transaction is on terms that are no less favorable to Holdings or its Restricted Subsidiaries, as applicable, than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate;

(13) transactions with joint ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business;

(14) the issuance, sale or transfer of Equity Interests of the Borrower to Holdings and capital contributions by Holdings to the Borrower;

(15) the issuance of Equity Interests to the management of Holdings, the Borrower or any of its Restricted Subsidiaries in connection with the Transactions;

(16) payments by the Borrower or any of its Restricted Subsidiaries pursuant to Tax sharing agreements among Holdings, the Borrower and any of its Restricted Subsidiaries; provided that, such payments shall be permitted only to the extent permitted pursuant to Section 6.06(5);

(17) payments or loans (or cancellation of loans) to future, present or former directors, officers, employees, managers, consultants or independent contractors that are:

(a) approved by a majority of the Disinterested Directors of Holdings in good faith; and

(b) made in compliance with applicable law;

(18) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business and otherwise in compliance with the terms of this Agreement, that are fair to Holdings and its Restricted Subsidiaries as determined in good faith by the Borrower;

(19) transactions between or among Holdings and its Restricted Subsidiaries and any Person, a director of which is also a director of the Borrower or Holdings, so long as (a) such director abstains from voting as a director of the Borrower or Holdings, as the case may be, on any matter involving such other Person and (b) such Person is not an Affiliate of Holdings for any reason other than such director’s acting in such capacity;

(20) the existence of, or the performance by any Loan Party of its obligations under the terms of, any customary registration rights agreement to which a Loan Party is a party or becomes a party in the future;

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(21) intercompany transactions undertaken in good faith for the purpose of improving the consolidated tax efficiency of Holdings and its Restricted Subsidiaries and/or any other Subsidiaries of Holdings, and not for the purpose of circumventing any covenant set forth herein;

(22) any transaction effected as part of a Qualified Receivables Financing;

(23) pledges of Equity Interests of Unrestricted Subsidiaries (together with assets related thereto and the proceeds or products of any of the foregoing) to secure Indebtedness or other obligations of such Unrestricted Subsidiary or Guarantees thereof; and

(24) transactions with any Finance SPE or any Restricted Subsidiary, joint venture or other arrangement created in connection with any Third-Party Vendor Financing Program or any other receivables financing, and the provision of billing, collection and other services in connection with the foregoing.

SECTION 5.18 Fiscal Year. The Borrower shall not change its fiscal year-end to a date other than December 31; provided that, the Borrower may, upon written notice to the Administrative Agent, change the Fiscal Year-end of the Borrower to another date, in which case the Borrower and the Administrative Agent will, and are hereby authorized to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

ARTICLE VI

Negative Covenants

Each of Holdings and the Borrower covenants and agrees with each Lender that, so long as this Agreement is in effect and until the Termination Date, unless the Required Lenders otherwise consent in writing, Holdings and the Borrower will not, and will not permit any of their Restricted Subsidiaries to (or in relation to Section 6.12 below, their Subsidiaries):

SECTION 6.01 Indebtedness. Issue, incur or assume any Indebtedness; provided that, Holdings and its Restricted Subsidiaries may issue, incur or assume Indebtedness so long as, immediately after giving effect to the issuance, incurrence or assumption of such Indebtedness, in each case determined on a Pro Forma Basis, (i) with respect to any such Indebtedness constituting Consolidated First Lien Debt, the First Lien Leverage Ratio shall not exceed 1.50:1.00, (b) with respect to any such Indebtedness constituting Consolidated Secured Debt, the Secured Leverage Ratio shall not exceed the greater of (x) 3.00:1.00 and (y) in the case of any such Indebtedness incurred to finance a Permitted Acquisition or other Investment, the Secured Leverage Ratio immediately prior to the incurrence of such Indebtedness, and (c) with respect to any such Indebtedness which is unsecured, either (i) the Total Leverage Ratio shall not exceed the greater of (x) 4.25:1.00 and (y) in the case of any such Indebtedness incurred to finance a Permitted Acquisition or other Permitted Investment, the Total Leverage Ratio immediately prior to the incurrence of such Indebtedness, or (ii) the Cash Interest Coverage Ratio shall be no less than the lesser of (x) 2.00:1.00 and (y) in the case of any Incremental Facility or Incremental Equivalent Term Debt incurred to finance a Permitted Acquisition or other Permitted Investment, the Cash Interest Coverage Ratio immediately prior to the incurrence of such Indebtedness (the Indebtedness permitted to incurred under this paragraph, “Ratio Debt”); provided that, (i) the aggregate principal amount of Ratio Debt incurred or guaranteed by Restricted Subsidiaries that are not Loan Parties may not exceed, without duplication, the Shared Debt Cap, (ii) such Ratio Debt shall satisfy each of the conditions set forth in clauses (2), (3), (4), (5) (subject to the Shared Debt Cap), (6) (subject to the Shared Debt Cap) and (7) of the definition of “Incremental Equivalent Term Debt”.

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The limitation in the immediately preceding paragraph will not apply to the following (collectively, “Permitted Debt”):

(1) (a) Indebtedness created under the Loan Documents (including Incremental Loans, Other Term Loans and Extended Term Loans); (b) Incremental Equivalent Term Debt; (c) Credit Agreement Refinancing Indebtedness; and (d) Indebtedness incurred pursuant to the ABL Credit Agreement up to an aggregate outstanding principal amount as of any date of incurrence not to exceed $550,000,000 so long as, in the case of this clause (d) and solely with respect to outstanding principal amounts in excess of $375,000,000 after giving effect to the incurrence thereof in excess of $375,000,000, the First Lien Leverage Ratio shall not exceed 1.50:1.00, determined on a Pro Forma Basis;

(2) Indebtedness in respect of (i) the Existing Borrower Notes, (ii) the Existing Holdings Notes, (iii) the related obligations under the Existing Borrower Notes Indenture and Existing Holdings Notes Indenture (including the 6.75% senior unsecured notes of the Borrower due 2039 in an initial aggregate principal amount of $350,000,000 issued under the Existing Borrower Notes Indenture) and (iv) otherwise existing on the Closing Date, in each case as set forth in and not to exceed the aggregate principal amount set forth on Schedule 6.01 hereto, together with any Permitted Refinancing Indebtedness incurred to Refinance any Indebtedness originally incurred pursuant to this clause (2) (and any successive Permitted Refinancing Indebtedness in respect thereof), so long as, in the case of any Permitted Refinancing Indebtedness incurred to refinance any Indebtedness originally incurred under this clause (2), after giving effect to the incurrence thereof, the First Lien Leverage Ratio shall not exceed 1.50:1.00, determined on a Pro Forma Basis;

(3) [Reserved];

(4) [Reserved];

(5) Capital Lease Obligations, Indebtedness with respect to mortgage financings, purchase money Indebtedness to finance all or any part of the purchase, lease, construction, installation, repair or improvement of property (real or personal), plant or equipment or other fixed or capital assets (whether through the direct purchase of assets or Equity Interest of any Person owning such assets) in an aggregate outstanding principal amount, including all Permitted Refinancing Indebtedness incurred to Refinance any Indebtedness originally incurred pursuant to this clause (5) (and any successive Permitted Refinancing Indebtedness), not to exceed as of any date of incurrence the greater of (x) $85,000,000 and (y) 10% of Consolidated EBITDA for the most recently ended Test Period as of the date such Indebtedness is incurred; provided that, such Indebtedness is incurred within 270 days after the purchase, lease, construction, installation, repair or improvement of the property that is the subject of such Indebtedness;

(6) Indebtedness owed to (including obligations in respect of letters of credit, bank guarantees or bankers’ acceptances, other documentary credits or other similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits (whether to current or former employees) or property, casualty or liability insurance or self-insurance in respect of such items, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance;

(7) Indebtedness arising from agreements of Holdings or any Restricted Subsidiary providing for indemnification, earn-outs, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with the Transactions, any Permitted Acquisition, any Permitted Investment or the disposition of any business, assets or Subsidiaries not prohibited by this Agreement, other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiaries for the purpose of financing any such Permitted Acquisition or Permitted Investment;

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(8) intercompany Indebtedness between or among Holdings and its Restricted Subsidiaries so long as the aggregate outstanding principal amount of all such Indebtedness constituting Investments that is owing by any Restricted Subsidiary that is not a Loan Party to a Loan Party may not exceed the amount, as of the date such Indebtedness is incurred, permitted pursuant to Section 6.04;

(9) Indebtedness pursuant to Hedge Agreements;

(10) Indebtedness constituting reimbursement obligations with respect to letters of credit, bank guarantees or bankers’ acceptances, other documentary credits or other similar instruments issued in the ordinary course of business or in respect of performance bonds, bid bonds, customs bonds, stay bonds, appeal bonds, surety bonds and completion Guarantees and similar obligations, in each case, provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

(11) Guarantees of Indebtedness of Holdings or the Restricted Subsidiaries permitted to be incurred under this Agreement to the extent such Guarantees are not prohibited by the provisions of Section 6.04 (other than Section 6.04(20));

(12) (a) Indebtedness incurred or assumed in connection with a Permitted Acquisition or other Permitted Investment and Indebtedness of any Person that becomes a Restricted Subsidiary if such Indebtedness was not created in anticipation or contemplation of such Permitted Acquisition or other Permitted Investment or such Person becoming a Restricted Subsidiary,

(b) Indebtedness incurred or assumed in anticipation or contemplation of a Permitted Acquisition or other Permitted Investment and

(c) any Permitted Refinancing Indebtedness incurred to Refinance any Indebtedness originally incurred pursuant to this clause (12) (and any successive Permitted Refinancing Indebtedness in respect thereof);

provided that,

(i) immediately after giving effect to such Permitted Acquisition or other Permitted Investment or Capital Expenditure, on a Pro Forma Basis, the Borrower would be permitted to incur at least $1.00 of Ratio Debt of the same type as such Indebtedness that is incurred or assumed;

(ii) the aggregate principal amount of any such Indebtedness incurred pursuant to this clause (12) by Restricted Subsidiaries that are not Guarantors, together with any Permitted Refinancing Indebtedness incurred by Restricted Subsidiaries that are not Guarantors to Refinance any Indebtedness originally incurred pursuant to this clause (12) (and any successive Permitted Refinancing Indebtedness), may not exceed as of any date of incurrence, without duplication, the Shared Debt Cap;

(iii) for the foregoing subclauses (a) and (b), no Specified Event of Default is continuing immediately prior to the execution of the binding agreement governing such Permitted Acquisition or Permitted Investment or would result from the making of such Permitted Acquisition or Permitted Investment; and

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(iv) in the case of Indebtedness incurred in connection with a Permitted Acquisition or other Permitted Investment, such Indebtedness shall satisfy each of the conditions set forth in clauses (2), (3), (4), (5) (subject to the Shared Debt Cap), (6) (subject to the Shared Debt Cap) and (7) of the definition of “Incremental Equivalent Term Debt”;

(13) [reserved];

(14) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness (other than credit or purchase cards) is extinguished within 10 Business Days after notification received by the Borrower of its incurrence;

(15) Indebtedness supported by a letter of credit, bank guarantee or similar instrument issued under any credit facility permitted under this Section 6.01, in a principal amount not in excess of the stated amount of such letter of credit, bank guarantee or similar instrument, as applicable;

(16) Indebtedness in an aggregate outstanding principal amount not to exceed an amount equal to 100% of the net proceeds received by Holdings from the issuance or sale of its Equity Interests or as a contribution to its capital after the Closing Date, other than (a) proceeds from the issuance or sale of Disqualified Stock, (b) Excluded Contributions and (c) any such proceeds that are used prior to the date of incurrence to (i) make an Investment under Section 6.04(3), a Restricted Payment under Section 6.06(16) or a payment in respect of Junior Financing under Section 6.09(2), in each case in reliance on clause (3) or (4) of the definition of the Available Amount or (ii) make a Restricted Payment under Section 6.06(1) or Section 6.06(2)(b) (any such Indebtedness, “Contribution Indebtedness”), to the extent such contribution is designated by the Borrower as specified equity contributions for the incurrence of Contribution Indebtedness and so long as, after giving effect to the incurrence thereof, the First Lien Leverage Ratio shall not exceed 1.50:1.00, determined on a Pro Forma Basis;

(17) Indebtedness consisting of (a) the financing of insurance premiums, (b) take or pay obligations contained in supply arrangements or (c) customs, VAT and other tax guarantees, in each case, in the ordinary course of business;

(18) Indebtedness in connection with (i) Qualified Receivables Transactions and Third-Party Vendor Financing Programs and Indebtedness incurred by a Finance SPE so long as, after giving effect to the incurrence thereof, the First Lien Leverage Ratio shall not exceed 1.50:1.00, determined on a Pro Forma Basis or (ii) the French Securitization; provided that to the extent such Indebtedness is a Securitization Arrangement, such Indebtedness shall be subject to the Securitization Intercreditor Agreement and, for avoidance of doubt, no such Indebtedness may be incurred, guaranteed or otherwise have recourse against Holdings, the Borrower or any other Restricted Subsidiary;

(19) Cash Management Obligations and other Indebtedness in respect of Cash Management Services;

(20) Indebtedness issued to future, current or former officers, directors, managers, employees, consultants and independent contractors and other service providers of Holdings or any Restricted Subsidiary or any direct or indirect parent thereof, their respective estates, heirs, family members, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of Holdings permitted by Section 6.06;

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(21) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures so long as, after giving effect to the incurrence thereof, the First Lien Leverage Ratio shall not exceed 1.50:1.00, determined on a Pro Forma Basis; provided that the aggregate outstanding principal amount of such Indebtedness, together with any Permitted Refinancing Indebtedness incurred pursuant to clause (25) to Refinance any Indebtedness originally incurred pursuant to this clause (21) (and any successive Permitted Refinancing Indebtedness), does not exceed on any date of incurrence, the Shared Debt Cap;

(22) Indebtedness of Restricted Subsidiaries that are not Loan Parties (or any Persons that are acquired by Holdings or any Restricted Subsidiary or merged into a Restricted Subsidiary in accordance with the terms of this Agreement that in each case are not or do not become Loan Parties) in an aggregate outstanding principal amount, together with any Permitted Refinancing Indebtedness incurred pursuant to clause (25) to Refinance any Indebtedness originally incurred pursuant to this clause (22) (and any successive Permitted Refinancing Indebtedness), not to exceed as of any date of incurrence, the Shared Debt Cap, so long as, after giving effect to the incurrence thereof, the First Lien Leverage Ratio shall not exceed 1.50:1.00, determined on a Pro Forma Basis;

(23) unsecured Indebtedness in respect of short-term obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services so long as such obligations are incurred in the ordinary course of business and not in connection with the borrowing of money;

(24) Indebtedness representing deferred compensation or other similar arrangements incurred by Holdings or any Restricted Subsidiary (a) in the ordinary course of business or (b) in connection with the Transactions or any Permitted Investment;

(25) any Permitted Refinancing Indebtedness incurred to Refinance Ratio Debt, Incremental Equivalent Term Debt, Credit Agreement Refinancing Indebtedness or Indebtedness incurred under Section (1)(d), (2), (4), (12), (16), (18), (21), (22), (24), this clause (25), (33), (35) or (36) of this Section 6.01, in each case subject to the limit set forth in any such clause with respect to the permitted amount thereof (including the limit set forth in any such clause with respect to such amount permitted to be incurred and/or guaranteed by Restricted Subsidiaries that are not Loan Parties);

(26) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business and guarantees of Indebtedness incurred by customers in connection with the purchase or other acquisition of equipment or supplies in the ordinary course of business;

(27) Indebtedness incurred by Holdings or any Restricted Subsidiary in connection with letters of credit, bank guarantees, bankers’ acceptances, discounted bills of exchange, warehouse receipts or similar facilities or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business;

(28) Indebtedness incurred by Holdings or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited with a trustee to satisfy and discharge Indebtedness in connection with the indenture or other debt agreement therefor in accordance with the terms thereof;

(29) Guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sub-licensees and distribution partners;

(30) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that they are permitted to remain unfunded under applicable law;

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(31) [reserved];

(32) Guarantees of Indebtedness by Holdings or any of its Restricted Subsidiaries secured by Liens permitted by Sections 6.02(23) or (37); provided that such Guarantee of Indebtedness is non-recourse to Holdings or such Restricted Subsidiary other than in respect of the assets secured by such Liens;

(33) additional Indebtedness in an aggregate outstanding principal amount, including all Permitted Refinancing Indebtedness incurred pursuant to clause (25) to Refinance any Indebtedness originally incurred pursuant to this clause (33) (and any successive Permitted Refinancing Indebtedness), not to exceed as of any date of incurrence, the Shared Debt Cap, so long as, after giving effect to the incurrence thereof, the First Lien Leverage Ratio shall not exceed 1.50:1.00, determined on a Pro Forma Basis;

(34) [reserved];

(35) unsecured Indebtedness owing to employees, former employees, officers, former officers, directors, former directors (or any spouses, ex-spouses or estates of any of the foregoing) of Holdings or any Restricted Subsidiary in connection with the repurchase of Equity Interests of Holdings issued to any of the aforementioned employees, former employees, officers, former officers, directors, former directors (or any spouses, ex-spouses or estates of any of the foregoing) of Holdings or any Restricted Subsidiary in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred pursuant to clause (25) to Refinance any Indebtedness originally incurred pursuant to this clause (35) (and any successive Permitted Refinancing Indebtedness) not to exceed the sum of (i) the greater of (x) $85,000,000 and (y) 10% of Consolidated EBITDA for the most recently ended Test Period as of the date such Indebtedness is incurred;

(36) [reserved];

(37) Indebtedness arising under a bank guarantee, surety (Bürgschaft) or any other instrument issued by a bank or financial institution upon request of Holdings or a Restricted Subsidiary in order to comply with the requirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV);

(38) any guarantee given in order to comply with the requirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV); and

(39) all premium (if any, including tender premiums) expenses, defeasance costs, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (1) through (38) above or refinancings thereof.

For purposes of determining compliance with this Section 6.01, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt, the Borrower may, in its sole discretion, at the time of incurrence, divide or classify, such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant; provided that, all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance on clause (1)(a) of the definition of “Permitted Debt” and the ABL Credit Agreement will be deemed to have been incurred in reliance on the exception in clause (1)(d), of the definition of “Permitted Debt” and shall not be permitted to be divided or classified pursuant to this paragraph. Accrual of interest, the accretion of accreted value, amortization of original issue discount, the payment of interest or dividends in the form of additional Indebtedness with the same terms, and increases in the amount of Indebtedness outstanding

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solely as a result of fluctuations in the exchange rate of currencies, will not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.01. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness will not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such Guarantee or letter of credit, as the case may be, was in compliance with this Section 6.01.

SECTION 6.02 Liens. Create, incur or assume any Lien that secures obligations under any Indebtedness on any property or assets at the time owned by it, except the following (collectively, “Permitted Liens”):

(1) Liens securing Indebtedness incurred in accordance with Sections 6.01(1); provided that, in the case of Indebtedness secured by Collateral incurred in accordance with Section 6.01(1)(d), the applicable Liens on the Collateral are subject to the applicable Acceptable Intercreditor Agreement(s).

(2) (i) Liens securing Indebtedness existing in accordance with Section 6.01(2); provided that, such Liens only secure the obligations that they secure on the Closing Date (and any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 6.01) and do not apply to any other property or assets of Holdings or any Restricted Subsidiary other than replacements, additions, accessions and improvements thereto and any income or profits thereof or proceeds thereof or of the foregoing and (ii) Liens existing on the Closing Date set forth on Schedule 6.02;

(3) Liens securing Indebtedness incurred in accordance with Section 6.01(5) or (36); provided that such Liens only extend to the assets financed with such Indebtedness (and any replacements, additions, accessions and improvements thereto and any income or profits thereof or proceeds thereof or of the foregoing); provided, further, that individual financings provided by a lender may be cross-collateralized to other financings provided by such lender or its affiliates;

(4) Liens under any Qualified Receivables Transaction or Third-Party Vendor Financing Programs, in each case, solely to the extent such Qualified Receivables Transaction or Third-Party Vendor Financing Program constitutes “Permitted Debt” pursuant to clause (18) of the definition thereof; provided that, (i) to the extent such Indebtedness is a Securitization Arrangement, such Indebtedness shall be subject to the Securitization Intercreditor Agreement and (ii) such Liens shall not be on any Collateral;

(5) Liens on assets or Equity Interests of Restricted Subsidiaries that are not Loan Parties securing Indebtedness incurred by such Restricted Subsidiaries in accordance with Section 6.01;

(6) Liens securing Permitted Refinancing Indebtedness incurred in accordance with Section 6.01(25); provided that the Liens securing such Permitted Refinancing Indebtedness are limited to all or part of the same property that secured (or, under the written arrangements under which the original Lien arose, could secure) the original Lien (plus any replacements, additions, accessions and improvements thereto and any income or profits thereof or proceeds thereof or of the foregoing) provided, further, that individual financings provided by a lender may be cross-collateralized to other financings provided by such lender or its affiliates;

(7) (a) Liens on property or Equity Interests of a Person at the time such Person becomes a Restricted Subsidiary (together with the proceeds or products thereof and other after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition (and together with any replacements, additions, accessions and improvements thereto and any income or profits thereof or proceeds thereof or of the foregoing)) if such Liens were not created in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary and

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(b) Liens on property at the time Holdings or a Restricted Subsidiary acquired such property, including any acquisition by means of a merger or consolidation with or into Holdings or any of the Restricted Subsidiaries, if such Liens were not created in connection with, or in contemplation of, such acquisition;

(8) Liens on property or assets of any Restricted Subsidiary that is not a Loan Party securing Indebtedness or other obligations of any Restricted Subsidiary that is not a Loan Party;

(9) Liens for Taxes, assessments or other governmental charges or levies not yet due and payable, or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in compliance with Section 5.03;

(10) Liens disclosed by the Title Policies and any replacement, extension or renewal of any such Liens (so long as the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Agreement); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal;

(11) (a) Liens securing judgments that do not constitute an Event of Default under Section 8.01(10),

(b) Liens arising out of judgments against Holdings, the Borrower or any of its Restricted Subsidiaries with respect to which an appeal or other proceeding for review is then being pursued and for which adequate reserves have been made with respect thereto on the books of the applicable Person in accordance with GAAP and

(c) notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and in respect of which Holdings, the Borrower or any affected Restricted Subsidiary has set aside on its books reserves in accordance with GAAP with respect thereto;

(12) Liens imposed by law, including landlord’s, sub-landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business (and consensual Liens granted in the ordinary course of business that are substantially similar thereto) securing obligations that are not overdue by more than 60 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, Holdings or a Restricted Subsidiary has set aside on its books reserves in accordance with GAAP;

(13) (a) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security legislation or similar laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations,

(b) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings or any Restricted Subsidiary and

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(14) deposits to secure the performance of bids, tenders, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, stay, customs, surety and appeal bonds, performance and return of money bonds, bids, indemnities, warranties, releases, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit or bankers acceptances in lieu of any such bonds or to support the issuance thereof) incurred by Holdings or any Restricted Subsidiary in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

(15) survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capital Lease Obligations), ground leases, licenses, special assessments, rights of way covenants, conditions, building codes, restrictions (including zoning restrictions), encroachments, protrusions and declarations on or with respect to the use of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not materially adversely interfere with the ordinary conduct of the business of Holdings or any Restricted Subsidiary, taken as a whole;

(16) any interest or title of a lessor or sublessor under any leases or subleases entered into by Holdings or any Restricted Subsidiary in the ordinary course of business;

(17) Liens that are contractual rights of set-off (a) relating to the establishment of depository relations with banks or other Persons not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of Holdings or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings or any Restricted Subsidiary or (c) relating to purchase orders and other agreements entered into with customers of Holdings or any Restricted Subsidiary in the ordinary course of business;

(18) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights;

(19) leases or subleases, licenses or sublicenses or operating agreement (including with respect to intellectual property and software) granted to others in the ordinary course of business that do not materially adversely interfere with the business of Holdings and its Restricted Subsidiaries, taken as a whole, or which do not secure any Indebtedness;

(20) Liens (a) solely on any xxxx xxxxxxx money deposits made by Holdings or any Restricted Subsidiary in connection with any letter of intent or other agreement in respect of any Permitted Investment or other permitted Investment and Liens on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in a Permitted Acquisition or permitted Investment to be applied against the purchase price for such Investment or (b) consisting of an agreement to sell, transfer or otherwise dispose of any property to the extent such sale, transfer or disposition is permitted by Section 6.05;

(21) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;

(22) Liens arising from (a) precautionary Uniform Commercial Code financing statements or PPSA financing statements (or other similar filings outside the U.S. and Canada) or (b) Uniform Commercial Code financing statements or PPSA financing statements (or other similar filings outside the U.S. and Canada) regarding operating leases entered into by Holdings and its Restricted Subsidiaries in the ordinary course of business;

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(23) Liens on Equity Interests of any joint venture (together with assets related thereto and the proceeds or products of any of the foregoing) (a) securing obligations of such joint venture or (b) pursuant to the relevant joint venture agreement or arrangement;

(24) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(25) Liens (a) on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (4) of the definition thereof and (b) deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.01; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(26) Liens securing insurance premium financing arrangements and deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or under self-insurance arrangements in respect of such obligations;

(27) Liens on vehicles or equipment of Holdings or any of the Restricted Subsidiaries granted in the ordinary course of business;

(28) Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited by this Agreement;

(29) Liens:

(a) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any comparable or successor provision, on items in the course of collection;

(b) attaching to pooling, commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; or

(c) in favor of banking or other financial institutions or entities, or electronic payment service providers, arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking or finance industry;

(30) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(31) Liens that secure Indebtedness constituting Consolidated First Lien Debt if the First Lien Leverage Ratio as of the date on which such Liens are first created is less than or equal to 1.50:1.00; provided that a Debt Representative acting on behalf of the holders of such Indebtedness becomes party to or otherwise subject to the provisions of the applicable Acceptable Intercreditor Agreement(s); provided, further that to the extent the Liens secure Indebtedness that satisfies the MFN Parameters, the MFN Provision shall apply;

(32) Liens that secure Indebtedness constituting Consolidated Secured Debt, if the Secured Leverage Ratio as of the date on which such Liens are first created is less than or equal to 3.00:1.00; provided that a Debt Representative acting on behalf of the holders of such Indebtedness becomes party to or otherwise subject to the provisions of the applicable Acceptable Intercreditor Agreement(s);

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(33) [Reserved];

(34) Liens securing obligations (that do not constitute debt for borrowed money) in an aggregate outstanding principal amount not to exceed at the time such Liens are first created $70,000,000;

(35) Liens securing amounts owing to any Qualified Counterparty (as defined in the ABL Credit Agreement) under any Specified Hedge Agreement (as defined in the ABL Credit Agreement) and Cash Management Obligations (as defined in the ABL Credit Agreement), which amounts are secured under the ABL Credit Agreement; provided that, in each case, the applicable Liens are subject to an Acceptable Intercreditor Agreement(s);

(36) Liens securing Indebtedness incurred in accordance with Section 6.01(36) solely encumbering the assets that are subject of such Indebtedness;

(37) Liens on Equity Interests of Unrestricted Subsidiaries (together with assets related thereto and the proceeds or products of any of the foregoing) that secure Indebtedness or other obligations of such Unrestricted Subsidiary or any Guarantee thereof;

(38) Liens arising out of conditional sale, title retention (including any extended retention of title (verlängerter Eigentumsvorbehalt)), consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(39) [reserved];

(40) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(41) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;

(42) the right reserved to or vested in any Governmental Authority by any statutory provision or by the terms of any lease, license, franchise, grant or permit of the Person, to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;

(43) Liens that may arise as a result of municipal and zoning codes and ordinances, building and other land use laws imposed by any Governmental Authority which are not violated in any material respect by existing improvements or the present use or occupancy of any Real Property;

(44) Liens in favor of Holdings or any Restricted Subsidiary that is a Loan Party;

(45) Liens securing obligations under inventory financing agreements entered into in the ordinary course of business and Liens securing inventory financing agreements encumbering the applicable manufacturer’s or vendor’s identified goods which are the subject of such inventory financing arrangement, proceeds thereof (including any accounts receivable proceeds) and customary collateral ancillary thereto; provided that the agent, lender or other financing source in respect of such Indebtedness has entered into the applicable Acceptable Intercreditor Agreement(s);

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(46) deposit arrangements in the ordinary course of business under which software or source code is placed in escrow with customers on a non-exclusive basis;

(47) Liens required to be granted under mandatory law in favor of creditors as a consequence of a merger, consolidation or amalgamation permitted under this Agreement (including but not limited to in accordance with sections 22, 204 of the German Transformation Act (Umwandlungsgesetz));

(48) Liens arising under the general terms and conditions (Allgemeine Geschäftsbedingungen) of banks, savings banks (Sparkassen) and other financial institutions or similar general terms and conditions of banks and other financial institutions, with whom Holdings or any Restricted Subsidiary maintains a banking relationship in the ordinary course of business;

(49) Liens arising by operation of law under a lease in favor of the relevant third party landlord (including but not limited to any landlord’s pledge (Vermieterpfandrecht)); and

(50) Liens required to be created or subsisting in order to comply with the requirements of section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz) or of section 7e of the German Social Security Code Part IV (Sozialgesetzbuch IV).

For purposes of this Section 6.02, Indebtedness will not be considered incurred under a subsection or clause of Section 6.01 if it is later reclassified as outstanding under another subsection or clause of Section 6.01 (in which event, and at which time, such Indebtedness will be deemed incurred under the subsection or clause to which it is reclassified).

SECTION 6.03 Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any Person whereby it sells or transfers any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”), except the following:

(1) [reserved]; and

(2) Sale and Lease-Back Transactions with respect to any other property owned by Holdings or any Restricted Subsidiary, if at the time the lease in connection therewith is entered into, and after giving effect to the entering into of such lease, the Remaining Present Value of such lease would not exceed $70,000,000.

SECTION 6.04 Investments, Loans and Advances. Make or permit to exist any Investment, except the following (collectively, “Permitted Investments”):

(1) [reserved];

(2) loans and advances to (or for the benefit of) officers, directors, employees, managers, consultants, independent contractors or other service providers of Holdings, the Borrower or any Restricted Subsidiary (i) for business-related travel and entertainment expenses, moving and relocation expenses and other similar expenses, in each case incurred in the ordinary course of business or (ii) not to exceed as of the date such Investment is made the greater of (x) $85,000,000 and (y) 10% of Consolidated EBITDA for the most recently ended Test Period, in an aggregate principal amount outstanding as of the date such Investment is made (calculated without regard to write-downs or write-offs thereof after the date made);

(3) Investments in an amount not to exceed the Available Amount as of the date such Investment is made so long as no Specified Event of Default is continuing immediately prior to making such Investment or would result therefrom; provided that, with respect to any Investment made in reliance of clause (2) or (3) of the definition of “Available Amount”, the First Lien Leverage Ratio, on a Pro Forma Basis, is less than or equal to 1.25:1.00;

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(4) Permitted Acquisitions and pre-existing Investments (not made in contemplation of such acquisition) held by Persons acquired in Permitted Acquisitions or acquired in connection with Permitted Acquisitions; provided that, the aggregate amount of Investments made by the Borrower and the Guarantors in Restricted Subsidiaries that do not become Loan Parties under this clause (4) shall not exceed as of the date such Investment is made, the Shared Investment Cap;

(5) intercompany Investments by and among Holdings and its Restricted Subsidiaries (including intercompany Indebtedness); provided that, the aggregate amount of Investments made by the Borrower and the Guarantors in Restricted Subsidiaries that are not Loan Parties under this clause (5) shall not exceed as of the date such Investment is made, the Shared Investment Cap;

(6) Investments in Unrestricted Subsidiaries (including Permitted Acquisitions); provided that the aggregate fair market value (as determined in good faith by the Borrower) of all such Investments (with all such Investments being valued at their original fair market value (as determined in good faith by the Borrower) and without taking into account subsequent increases or decreases in value), may not exceed as of the date such Investment is made, the sum of (x) the greater of (x) $85,000,000 and (y) 10% of Consolidated EBITDA for the most recently ended Test Period plus (y) an amount equal to any returns of capital or sale proceeds actually received in respect of any such Investments (which such amount shall not exceed the amount of such Investment (as determined above) at the time such Investment was made);

(7) Cash Equivalents and, to the extent not made for speculative purposes, Investment Grade Securities or Investments that were Cash Equivalents or Investment Grade Securities when made;

(8) Investments arising out of the receipt by Holdings or any of the Restricted Subsidiaries of non-cash consideration in connection with any sale of assets permitted under Section 6.05;

(9) accounts receivable, security deposits and prepayments and other credits granted or made in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and others, including in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, such account debtors and others, in each case in the ordinary course of business;

(10) Investments acquired as a result of a foreclosure by Holdings or any Restricted Subsidiary with respect to any secured Investments or other transfer of title with respect to any secured Investment in default;

(11) Hedge Agreements and Cash Management Services;

(12) Investments existing on, or contractually committed as of, the Closing Date and, if greater than $25,000,000, as set forth on Schedule 6.04 and any replacements, extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (12) is not increased at any time above the amount of such Investments existing or committed on the Closing Date (other than pursuant to an increase as required by the terms of any such Investment as in existence on the Closing Date) or as otherwise permitted by this Agreement;

(13) Investments resulting from pledges and deposits that are Permitted Liens;

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(14) [reserved];

(15) acquisitions of obligations of one or more officers or other employees or any employee benefit trust or similar entity of Holdings, the Borrower or any Subsidiary of Holdings in connection with such officer’s or employee’s acquisition of Equity Interests of Holdings, so long as either no cash is actually advanced by Holdings or any Restricted Subsidiary to such officers or employees in connection with the acquisition of any such obligations or to the extent advances are made in cash, the amount of any such advance is contributed substantially simultaneously to Holdings or any Restricted Subsidiary in cash;

(16) Guarantees of operating leases (for the avoidance of doubt, excluding Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case, entered into by Holdings or any Restricted Subsidiary in the ordinary course of business;

(17) Investments to the extent that payment for such Investments is made with Equity Interests (other than Disqualified Stock) of Holdings and such Investment is contributed to the Borrower;

(18) Investments consisting of the redemption, purchase, repurchase or retirement of any Equity Interests permitted under Section 6.06;

(19) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers;

(20) Guarantees permitted under Section 6.01 (other than by reference to this Section 6.04);

(21) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of Holdings or any Restricted Subsidiary;

(22) Investments, including loans and advances, to Holdings so long as Holdings or any Restricted Subsidiary would otherwise be permitted to make a Restricted Payment in such amount; provided that the amount of any such Investment will be deemed to be a Restricted Payment under the appropriate clause of Section 6.06 for all purposes of this Agreement;

(23) Investments consisting of the leasing or licensing of intellectual property in the ordinary course of business and, if such leasing or licensing is other than on a non-exclusive basis that do not materially interfere with the business of Company and the Restricted Subsidiaries (taken as a whole) or the contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(24) purchases or acquisitions of inventory, supplies, materials and equipment or purchases or acquisitions of contract rights or intellectual property;

(25) Investments in a Receivables SPE or any Investment by a Receivables SPE in any other Person, including the payment of receivables fees, in each case, (A) in connection with a Qualified Receivables Transaction (solely to the extent such Qualified Receivables Transaction or Third-Party Vendor Financing Program constitutes “Permitted Debt” pursuant to clause (18) of the definition thereof) and (B) constituting a sale, transfer or other disposition permitted pursuant to Section 6.05(17);

(26) [reserved];

(27) [reserved];

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(28) Investments that are made with Excluded Contributions;

(29) additional Investments so long as the aggregate fair market value (as determined in good faith by the Borrower) of such Investments made since the Closing Date under this clause (29) that remain outstanding (with all such Investments being valued at their original fair market value (as determined in good faith by the Borrower) and without taking into account subsequent increases or decreases in value, will not exceed as of the date such Investment is made, the Shared Investment Cap;

(30) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with Section 5.17 (except transactions described in clauses (6), (8) and (21) thereof);

(31) Investments in Indebtedness of Holdings or any of its Restricted Subsidiaries permitted under Section 6.01 (other than by reference to this Section 6.04);

(32) loans and advances relating to indemnification or reimbursement of any officers, directors, employees, managers, independent contractors or other service providers in respect of customary liabilities relating to their serving in any such capacity or as otherwise specified in Section 5.17;

(33) any Investment, if as of the date such Investment is made, (a) no Event of Default is continuing immediately prior to making such Investment or would result therefrom (or if earlier, the execution of a binding agreement governing such Investment), and (b) the Total Leverage Ratio, on a Pro Forma Basis, is less than or equal to 3.50:1.00;

(34) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client and customer contracts;

(35) loans or advances made to, and guarantees with respect to obligations of, distributors, suppliers, customers, franchisees, licensors, licensees, sublicensors and sublicensees and distribution partners in the ordinary course of business to the extent such loans, advances or guarantees constitute Investments;

(36) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business;

(37) advances, loans or extensions of trade credit in the ordinary course of business by Holdings or any of its Restricted Subsidiaries;

(38) Investments made in joint ventures as required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding arrangements entered into in the ordinary course of business so long as the aggregate fair market value (as determined in good faith by the Borrower) of all such Investments that remain outstanding (with all such Investments being valued at their original fair market value (as determined in good faith by the Borrower) and without taking into account subsequent increases or decreases in value) do not exceed, when taken together with the principal amount of the Indebtedness outstanding under Section 6.01(21), the Shared Investment Cap;

(39) Investments in order to comply with the requirements of section 7f of the German Social Security Code Part IV (Sozialgesetzbuch IV) or section 4 of the German Act for the Improvement of Occupational Pension Schemes (Gesetz zur Verbesserung der betrieblichen Altersvorsorge);

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(40) Investments in the nature of pledges and deposits with respect to leases or utilities provided to third parties in the ordinary course of business;

(41) Investments in industrial development or revenue bonds or similar obligations secured by assets leased to and operated by Holdings or any of its Subsidiaries that were issued in connection with the financing of such assets, so long as Holdings or any such Subsidiary may obtain title to such assets at any time by optionally canceling such bonds or obligations, paying a nominal fee and terminating such financing transaction;

(42) advances of payroll payments to employees in the ordinary course of business;

(43) Investments in deposit accounts, securities accounts and commodities accounts maintained by Holdings or any Restricted Subsidiary;

(44) [reserved];

(45) [reserved]; and

(46) guarantees by any Loan Party or any Restricted Subsidiary of leases or of obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business.

SECTION 6.05 Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into, or consolidate or amalgamate with, any other Person, or permit any other Person to merge into, amalgamate or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets, or issue, sell, transfer or otherwise dispose of any Equity Interests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person or any division, unit or business of any other Person (including, in each case, pursuant to a Delaware LLC Division), except that this Section 6.05 will not prohibit:

(1) (a) if at the time thereof and immediately after giving effect thereto no Specified Event of Default has occurred and is continuing or would result therefrom:

(a) the merger, consolidation or amalgamation of any Restricted Subsidiary (excluding any Borrower) into (or with) any Borrower in a transaction in which the Borrower is the survivor;

(b) the merger, consolidation or amalgamation of any Restricted Subsidiary (excluding any Borrower) into or with any Restricted Subsidiary that is a Loan Party in a transaction in which the surviving or resulting entity is a Restricted Subsidiary that is a Loan Party;

and, in the case of each of the foregoing sub-clauses (i) and (ii), no Person other than the Borrower or a Restricted Subsidiary that is a Loan Party receives any consideration other than consideration permitted under Section 6.04, Section 6.05(2) and/or 6.06, as applicable.

(b) if at the time thereof and immediately after giving effect thereto no Default or Event of Default has occurred and is continuing or would result therefrom (including as a result of a Change in Control), the merger, consolidation or amalgamation of any Person into (or with) the Borrower in a transaction in which the Borrower is the survivor or the Person formed by or surviving any such merger, consolidation or amalgamation (if other than the Borrower) or the Person to whom such sale, transfer or other disposition will have been made is organized or incorporated or existing under the laws of an Approved Jurisdiction (such Person, the “Successor Company”) and such Successor Company expressly assumes all the Obligations of the Borrower pursuant to documentation reasonably satisfactory to the Administrative Agent;

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(c) if at the time thereof and immediately after giving effect thereto no Default or Event of Default has occurred and is continuing or would result therefrom (including as a result of a Change in Control), the merger, consolidation or amalgamation of any Person into (or with) a Restricted Subsidiary that is a Loan Party in a transaction in which such Restricted Subsidiary is the survivor or the Person becomes a Successor Company and such Successor Company expressly assumes all the Obligations of such Restricted Subsidiary pursuant to documentation reasonably satisfactory to the Administrative Agent;

(d) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a Loan Party;

(e) any transfer of inventory among Holdings and its Restricted Subsidiaries or between Restricted Subsidiaries and any other transfer of property or assets among Holdings and its Restricted Subsidiaries or between Restricted Subsidiaries, in each case, in the ordinary course of business;

(f) the liquidation or dissolution or change in form of entity of any Restricted Subsidiary (excluding any Borrower) of the Borrower if the Borrower determines in good faith that such liquidation, dissolution or change in form is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and

(g) the merger, consolidation or amalgamation of any Restricted Subsidiary (excluding any Borrower) with or into any other Person in order to effect a Permitted Investment so long as the continuing resulting or surviving Person will be a Restricted Subsidiary that is a Loan Party or if the merging, consolidating or amalgamating Subsidiary was a Restricted Subsidiary that is a Loan Party and such Subsidiary, together with each of its Subsidiaries, shall have complied with the requirements of Section 5.10;

(2) any sale, transfer or other disposition if:

(a) the Net Cash Proceeds therefrom are to be applied in accordance with Section 2.12(2) (if applicable);

(b) at least 75% of the consideration therefor is in the form of cash and Cash Equivalents; and

(c) such sale, transfer or disposition is made for fair market value (as determined in good faith by a Responsible Officer);

provided that each of the following items will be deemed to be cash for purposes of this Section 6.05(2):

(i) any liabilities of Holdings or its Restricted Subsidiaries (as shown on the most recent Required Financial Statements or in the notes thereto), other than liabilities that are by their terms subordinated in right of payment to the Obligations, that are assumed by the transferee with respect to the applicable disposition and for which Holdings and its Restricted Subsidiaries have been validly released by all applicable creditors in writing;

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(ii) any securities received by Holdings or any Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable disposition; plus

(iii) any Designated Non-Cash Consideration received in respect of such disposition; provided that the aggregate fair market value (as determined in good faith by a Responsible Officer) of all such Designated Non-Cash Consideration, as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is then outstanding, does not exceed as of the applicable date below the greater of (A) $215,000,000 and (B) 25% of Consolidated EBITDA for the most recently ended Test Period as of the date any such Designated Non-Cash Consideration is received (or, at the option of the Borrower, at the time a binding agreement is entered into in respect of such sale, transfer or disposition), with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value;

(3) (a) the purchase and sale of inventory in the ordinary course of business, (b) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business, (c) the sale of surplus, obsolete, damaged, unnecessary, unsuitable or worn out equipment or other property in the ordinary course of business or (d) a sale, exchange or other disposition of cash, Cash Equivalents or Investment Grade Securities (or Investments that were Cash Equivalents or Investment Grade Securities when made);

(4) Sale and Lease-Back Transactions permitted by Section 6.03;

(5) Investments permitted by Section 6.04 (including any Permitted Acquisition or merger, consolidation or amalgamation in order to effect a Permitted Acquisition); provided, that, following any such merger, consolidation or amalgamation involving the Borrower, either

(i) the Borrower is the surviving corporation or

(ii) if at the time thereof and immediately after giving effect thereto no Default or Event of Default has occurred and is continuing or would result therefrom (including as a result of a Change of Control), the surviving Person becomes a Successor Company and such Successor Company expressly assumes all the Obligations of the Borrower pursuant to documentation reasonably satisfactory to the Administrative Agent;

(6) Permitted Liens;

(7) Restricted Payments permitted by Section 6.06 (other than by reference to Section 6.05);

(8) the sale, lease, discount, assignment, license or sublease of inventory, equipment, accounts receivable, notes receivable, immaterial assets or other current assets held for sale in the ordinary course of business or the conversion of accounts receivable to notes receivable or Investments permitted hereunder or disposition of accounts receivable in connection with the collection or compromise or settlement or in bankruptcy or similar proceeding, thereof and not as part of an accounts receivables financing transaction;

(9) leases, licenses or subleases or sublicenses of any real property or personal property in the ordinary course of business;

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(10) sales, leases or other dispositions of inventory or other assets of Holdings or any Restricted Subsidiary (i) determined by the management of the Borrower to be no longer useful or necessary or economically profitable to maintain in the operation of the business of Holdings or such Restricted Subsidiary (including allowing any registrations or any applications for registration of any intellectual property or other Intellectual Property Rights to lapse or become abandoned) or (ii) constituting ABL Priority Collateral (as defined in the ABL Intercreditor Agreement);

(11) [reserved];

(12) [reserved];

(13) any sale, transfer or other disposition, in a single transaction or a series of related transactions, of any asset or assets having a fair market value, as determined by the Borrower in good faith, of not more than as of the applicable date below the greater of (x) $130,000,000 and (y) 15% of Consolidated EBITDA for the most recently ended Test Period as of the date such sale, transfer or other disposition is made (or, at the option of the Borrower, at the time a binding agreement is entered into in respect of such sale, transfer or disposition);

(14) any transfer or disposition of property or assets or issuance or sale of Equity Interests by a Restricted Subsidiary of Holdings to Holdings or by Holdings or a Restricted Subsidiary of Holdings to a Restricted Subsidiary of Holdings, in each case, to the extent permitted by Section 6.04 (other than by reference to Section 6.05); provided that any transfer of assets from a Loan Party to a non-Loan Party Restricted Subsidiary shall be deemed, for purposes of this clause (14), an Investment and shall be subject to the Shared Investment Cap;

(15) any issuance, sale, pledge or other disposition of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(16) Holdings and any Restricted Subsidiary may

(i) convert any intercompany Indebtedness to Equity Interests;

(ii) settle, discount, write off, forgive or cancel any intercompany Indebtedness or other obligation owing by Holdings or any Restricted Subsidiary; and

(iii) settle, discount, write off, forgive or cancel any Indebtedness owing by any present or former directors, officers, employees, managers, consultants or independent contractors of Holdings, the Borrower or any Subsidiary or any of their successors or assigns, to the extent made in the ordinary course of business;

(17) any sale, transfer or other disposition in connection with a Qualified Receivables Transaction and a Third-Party Vendor Financing Program, in each case, solely to the extent such Qualified Receivables Transaction or Third-Party Vendor Financing Program constitutes “Permitted Debt” pursuant to clause (18) of the definition thereof;

(18) [reserved];

(19) the surrender or waiver of obligations of trade creditors or customers or other contract rights in the ordinary course of business of Holdings or any Restricted Subsidiary or pursuant to any Plan of Reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or compromise, settlement, release or surrender of a contract, tort or other litigation claim, arbitration or other disputes;

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(20) any exchange of assets for assets (including a combination of assets and cash or Cash Equivalents)

(a) related to a business permitted under Section 5.16 of comparable fair or greater market value or usefulness to the business of Holdings and its Restricted Subsidiaries as a whole, as determined in good faith by the Borrower, or dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property or

(b) to the extent allowable under Section 1031 of the Code, the concurrent purchase and sale or exchange of assets related to a business permitted under Section 5.16;

provided that, if the ABL Credit Agreement is in effect, to the extent the property being transferred constitutes Fixed Asset Receivables, such replacement property will constitute Fixed Asset Receivables.

(21) condemnations or any similar action on assets not prohibited by this Agreement;

(22) dispositions of Investments (including Equity Interests) in joint ventures or any Subsidiary that is not wholly owned to the extent required by, or made pursuant to customary buy/sell arrangements or rights of first refusal between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(23) the issuance of directors’ qualifying shares and shares issued to foreign nationals to the extent required by applicable law;

(24) [reserved];

(25) (i) the sale, lease, assignment, license or sub-lease of any real, intangible or personal property (including the provision of software under an open source license or the licensing of other Intellectual Property Rights) in the ordinary course of business and which do not materially interfere with the business of Holdings and its Restricted Subsidiaries (taken as a whole) and

(ii) inbound and non-exclusive outbound licenses to Intellectual Property Rights, in each case that do not materially interfere with the business of Holdings, the Borrower and its Restricted Subsidiaries (taken as a whole);

(26) any disposition by reason of the exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement;

(27) any surrender or waiver of contractual rights or the settlement, release, recovery on or surrender of contractual rights or other claims of any kind in the ordinary course of business;

(28) dispositions required to be made to comply with the order of any Governmental Authority with respect to antitrust or other similar applicable laws and transfers of property subject to Casualty Events;

(29) voluntary terminations, the unwinding or settling of obligations under Hedge Agreements;

(30) dispositions (including Sale and Lease-Back Transactions) by a Foreign Subsidiary designed to generate foreign distributable reserves;

(31) [reserved]; and

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(32) dispositions of the assets or Equity Interests of Xerox Financial Services, LLC and/or of any Subsidiary (in each case to the extent not a Loan Party hereof) that is related to the financing business conducted by Xerox Financial Services, LLC.

To the extent any Collateral is sold, transferred or otherwise disposed of in a transaction expressly permitted by this Section 6.05 to any Person other than Holdings, the Borrower or any Guarantor, such Collateral will be free and clear of the Liens created by the Loan Documents, and the Collateral Agent will take, and each Lender hereby authorizes the Collateral Agent to take, any actions reasonably requested by the Borrower in order to evidence the foregoing, in each case, in accordance with Section 10.19.

Notwithstanding anything to the contrary contained herein or in any other Loan Documents, (i) Holdings and its Restricted Subsidiaries shall only be permitted to sell, transfer or otherwise dispose of any Fixed Asset Receivables in reliance on Section 6.05(2) and (ii) subject to the preceding clause (i), any sale, disposition or transfer in connection any Qualified Receivables Transactions or Third-Party Vendor Financing Programs shall only be permitted pursuant to Section 6.05(17).

SECTION 6.06 Restricted Payments.

(a) Declare or pay any dividend or make any other distribution (by reduction of capital or otherwise), directly or indirectly, whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other than dividends and distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other than Disqualified Stock) of the Person paying such dividends or distributions and, in case of a German Subsidiary, such dividends or distributions that are required by mandatory German law) or

(b) directly or indirectly redeem, purchase, retire or otherwise acquire for value any of its Equity Interests or set aside any amount for any such purpose (other than through the issuance of additional Equity Interests (other than Disqualified Stock) of the Person redeeming, purchasing, retiring or acquiring such shares)

(the foregoing clauses (a) and (b), “Restricted Payments”) other than:

(1) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Borrower) of, Equity Interests of Holdings (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Borrower, other than (a) Excluded Contributions and (b) any such proceeds that are used prior to the date of determination to (i) make an Investment under Section 6.04(3), a Restricted Payment under Section 6.06(16) or a payment in respect of Junior Financing under Section 6.09(2), in each case in reliance on clause (3) or (4) of the definition of the Available Amount, (ii) make a Restricted Payment under Section 6.06(2)(b) or (iii) incur Contribution Indebtedness;

(2) Restricted Payments the proceeds of which are used to purchase, retire, redeem or otherwise acquire the Equity Interests of Holdings (including related stock appreciation rights or similar securities) held directly or indirectly by future, present or former directors, consultants, officers, employees, managers or independent contractors or other service providers of Holdings, the Borrower or any of its Restricted Subsidiaries or their estates, heirs, family members, spouses or former spouses or permitted transferees (including for all purposes of this clause (2), Equity Interests held by any entity whose Equity Interests are held by any such future, present or former employee, officer, director, manager, consultant or independent contractor or other service providers or their estates, heirs, family members, spouses or former spouses or permitted transferees) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement or any stock subscription or shareholder or similar agreement; provided that the aggregate amount of such purchases or redemptions may not exceed:

(a) at the time of such purchase or redemption, the greater of (x) $85,000,000 and (y) 10% of Consolidated EBITDA for the most recently ended Test Period at the time of such purchase or redemption in any fiscal year; plus

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(b) the amount of net cash proceeds contributed to the Borrower that were received by Holdings or employee benefit trust or other similar entity since the Closing Date from sales of Equity Interests of Holdings to future, present or former directors, consultants, officers, employees, managers or independent contractors or other service providers of Holdings, the Borrower or any Restricted Subsidiary in connection with permitted employee compensation and incentive arrangements, other than (a) Excluded Contributions and (b) any such proceeds that are used prior to the date of determination to (1) make an Investment under Section 6.04(3), a Restricted Payment under Section 6.06(16) or a payment in respect of Junior Financing under Section 6.09(2), in each case in reliance on clause (3) or (4) of the definition of the Available Amount, (2) make a Restricted Payment under Section 6.06(1) or (3) incur Contribution Indebtedness; plus

(d) the amount of any bona fide cash bonuses otherwise payable to directors, consultants, officers, employees, managers or independent contractors of Holdings, the Borrower or any Restricted Subsidiary that are foregone in return for the receipt of Equity Interests, the fair market value (as determined in good faith by the Borrower) of which is equal to or less than the amount of such cash bonuses, which, if not used in any year, may be carried forward to any subsequent fiscal year;

and provided, further, that cancellation of Indebtedness owing to Holdings, the Borrower or any Restricted Subsidiary from future, present or former directors, consultants, officers, employees, managers or independent contractors or other service providers or permitted transferees of Holdings, the Borrower or any Restricted Subsidiary in connection with a repurchase of Equity Interests of Holdings will not be deemed to constitute a Restricted Payment;

(3) [reserved];

(4) [reserved];

(5) for any taxable period for which the Borrower (and/or any of its Subsidiaries) is a member of a consolidated, combined or similar income tax group of which a parent entity is the common parent (“Tax Group”), Restricted Payments in the form of cash distributions to any parent entity (including Holdings) to pay federal, state, local and foreign income Tax liabilities (including franchise and similar Taxes imposed in lieu of income Taxes) of such Tax Group that are attributable to the taxable income of the Borrower and/or its applicable Subsidiaries; provided that, the aggregate amount of such payments for such taxable period shall not exceed the Tax liabilities that would be due if the Borrower and such Subsidiaries were filing such income tax returns on a consolidated, combined or similar basis with the Borrower as the common parent of such group; provided, however, that any distributions pursuant to this clause (5) in respect of any Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries for such purpose;

(6) [reserved];

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(7) non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(8) Restricted Payments to allow Holdings to make payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of any such Person, in connection with any merger, consolidation, amalgamation or other business combination, or in connection with any dividend, distribution or split of Equity Interests;

(9) [reserved];

(10) Restricted Payments to Holdings, the Borrower or any Restricted Subsidiary (or, in the case of non-Wholly Owned Subsidiaries, to the Borrower or a Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary on a pro rata basis (or more favorable basis from the perspective of Holdings, the Borrower or such Restricted Subsidiary) based on their relative ownership interests);

(11) [reserved];

(12) the payment of any dividend or distribution or consummation of any redemption within 120 days after the date of declaration thereof or the giving of a redemption notice related thereto, if at the date of declaration or notice such payment would have complied with the provisions of this Agreement (other than any Restricted Payment made in reliance on clause (16));

(13) purchases of minority interests in non-Wholly Owned Subsidiaries owned by non-Affiliates by the Borrower and the Guarantors;

(14) [reserved];

(15) any Restricted Payment, if as of the date such Restricted Payment is made, (a) no Event of Default is continuing immediately prior to making such Restricted Payment or would result therefrom, and (b) the Total Leverage Ratio, on a Pro Forma Basis, is less than or equal to 3.25:1.00;

(16) any Restricted Payment in an amount not to exceed the Available Amount on the date such Restricted Payment is made so long as no Event of Default is continuing immediately prior to making such Restricted Payment or would result therefrom; provided that, with respect to any Restricted Payments made in reliance of clause (2) or (3) of the definition of “Available Amount”, the First Lien Leverage Ratio, on a Pro Forma Basis, is less than or equal to 1.00:1.00;

(17) [reserved];

(18) Restricted Payments that are made with Excluded Contributions;

(19) Restricted Payments for

(i) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants,

(ii) payments made or expected to be made by Holdings, the Borrower or any Subsidiary in respect of withholding or similar Taxes payable or expected to be payable by or in respect of any future, present or former director, officer, employee, manager, consultant, independent contractor or other service provider of Holdings, the Borrower or any Subsidiary (or their respective Affiliates, estates or immediate family members or permitted transferees) in connection with the exercise of stock options or the grant, vesting or delivery of Equity Interests,

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(iii) loans or advances to (or on behalf of) officers, directors, employees, managers, consultants, independent contractors and other service providers of Holdings, the Borrower or any Subsidiary in connection with such Person’s purchase of Equity Interests of Holdings; provided that no cash is actually advanced pursuant to this subclause (iii) other than (x) to pay withholding or similar Taxes due in connection with such purchase, unless immediately repaid or (y) to the extent such loans or advances are made in cash, the amount of such loans is contributed substantially simultaneously to Holdings, the Borrower or any Restricted Subsidiary in cash and

(iv) transfers of the proceeds of any repayment of any loan or advance made pursuant to clause (iii) above to Holdings whose Equity Interests were purchased with the proceeds of such loan or advance;

(20) Restricted Payments constituting regularly scheduled dividends in any fiscal year in an aggregate amount equal to $200,000,000;

(21) [reserved]; and

(22) the payment of cash in lieu of the issuance of fractional shares of Equity Interests in connection with any merger, consolidation, amalgamation or other business combination, or in connection with any dividend, distribution or split of or upon exercise, conversion or exchange of Equity Interests, warrants, options or other securities exercisable or convertible into, Equity Interests of the Borrower or Holdings.

SECTION 6.07 [Reserved].

SECTION 6.08 [Reserved].

SECTION 6.09 Limitation on Payments of Indebtedness(1) . (I) Amend or modify in any manner materially adverse to the Lenders (taken as a whole) any provisions of any agreements governing any Junior Financing or (II) make any cash payment or other distribution in cash in respect of any principal or interest of any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposits, on account of the purchase, redemption, retirement, acquisition, cancellation or termination in respect of any principal or interest of any Junior Financing (any such cash payment or distribution, a “Restricted Debt Payment”), other than:

(1) any Restricted Debt Payment, if as of the date such Restricted Payment is made, (a) no Event of Default is continuing immediately prior to making such Restricted Payment or would result therefrom, and (b) the Total Leverage Ratio, on a Pro Forma Basis, is less than or equal to 3.25:1.00;

(2) any Restricted Debt Payment in an amount not to exceed the Available Amount so long as no Event of Default is continuing immediately prior to making such Restricted Payment or would result therefrom; provided that, with respect to any Restricted Payments made in reliance of clause (2) or (3) of the definition of “Available Amount”, the First Lien Leverage Ratio, on a Pro Forma Basis, is less than or equal to 1.00:1.00;

(3) subject to no Default or Event of Default, additional payments in respect of Junior Financings so long as such payments under this clause (3) will not exceed as of the date such payment is made the greater of (i) $300,000,000 and (ii) 35% of Consolidated EBITDA for the most recently ended Test Period as of the date such payment is made;

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(4) (i) the conversion or exchange of any Junior Financing into or for Equity Interests of Holdings or other Junior Financing and

(ii) any payment that is intended to prevent any Junior Financing from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code;

(5) the incurrence of Permitted Refinancing Indebtedness in respect thereof;

(6) (i) payments of regularly scheduled principal and interest (including amortization payments);

(ii) mandatory offers to repay, repurchase or redeem (including in connection with the Net Cash Proceeds of Asset Sales);

(iii) mandatory prepayments of principal, premium and interest; and

(iv) payments of fees, expenses and indemnification obligations, in each case, with respect to such Junior Financing;

(7) [reserved];

(8) [reserved]; and

(9) payments in respect of Junior Financings that are made with Excluded Contributions.

SECTION 6.10 [Reserved].

SECTION 6.11 Canadian Pension Plans.

(1) Sponsor, administer, contribute to or assume any liability under or in respect of any Canadian Defined Benefit Pension Plan, except for the plans listed on Schedule 3.21 as of the date of this Agreement; or

(2) fail to make or remit when due any required contribution or payment to any Canadian Pension Plan, save for immaterial amounts which are remitted no later than 30 days after the date on which they were due or administrative errors that are rectified within 30 days.

SECTION 6.12 UK Pensions.

Except for the Disclosed UK DB Pension Plans, become an “employer” of any UK DB Pension Plan or become “connected” with or an “associate” of such an “employer” (as those terms are used in sections 38 and 43 of the Pensions Act 2004 of the United Kingdom) (except to the extent any such connection or association has not, individually or in the aggregate, and could not, reasonably be expected to have a Material Adverse Effect).

SECTION 6.13 Modifications of Organizational Documents; Burdensome Agreements.

(1) Not amend or modify in any manner materially adverse to the Lenders (taken as a whole) the articles or certificate of incorporation, continuance or amalgamation (or similar document), by-laws, limited liability company operating agreement, partnership agreement or other organizational documents of Holdings, the Borrower or any Restricted Subsidiary; or

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(2) Not permit any Loan Party or Material Subsidiary to enter into any agreement or instrument that by its terms restricts (I) with respect to any such Material Subsidiary that is not a Loan Party, Restricted Payments from such Material Subsidiary to the Borrower or any other Loan Party that is a direct or indirect parent of such Material Subsidiary, or (II) with respect to any Loan Party, the granting of Liens by such Loan Party pursuant to the Security Documents, other than, in the case of this clause (2):

(a) restrictions imposed by applicable law or any applicable rule, regulation or order;

(b) contractual encumbrances or restrictions under any agreement relating to Ratio Debt, Indebtedness incurred pursuant to Section 6.01(1), (2), (4), (5), (7), (11) (to the extent a Guarantee of Indebtedness incurred pursuant to exceptions otherwise referenced in this clause (b)), (12), (16), (18), (21), (22), (25), (33), (34), (36) and (39) or any Permitted Refinancing Indebtedness in respect thereof that does not materially expand the scope of any such encumbrance or restriction described in clause (2) and in the case of Ratio Debt and Indebtedness of Loan Parties incurred pursuant to Sections 6.01 does not limit the ability of Loan Parties to grant liens over the Collateral to the Collateral Agent;

(c) any restriction on a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Restricted Subsidiary pending the closing of such sale or disposition;

(d) customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(e) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness;

(f) customary provisions contained in leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business;

(g) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;

(h) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;

(i) customary restrictions and conditions contained in any agreement relating to the sale, transfer or other disposition of any asset permitted under Section 6.05 pending the consummation of such sale, transfer or other disposition;

(j) customary restrictions and conditions contained in the document relating to any Lien, so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.13;

(k) customary net worth provisions contained in real property leases entered into by Restricted Subsidiaries, so long as the Borrower has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of Holdings and the other Restricted Subsidiaries to meet their ongoing obligations;

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(l) any agreement or other instrument in effect at the time any Person becomes a Restricted Subsidiary or merged, amalgamated or consolidated with or into Holdings or any Restricted Subsidiary or Unrestricted Subsidiary that is designated a Restricted Subsidiary that was in existence at the time of such acquisition, merger, amalgamation, consolidation or designation, so long as such agreement or other instrument was not entered into in contemplation of such Person becoming a Restricted Subsidiary or such merger, amalgamation, consolidation or designation, as applicable;

(m) restrictions in agreements representing Indebtedness permitted under Section 6.01 of a Restricted Subsidiary that is not a Subsidiary Loan Party;

(n) customary restrictions on leases, subleases, licenses or Equity Interests or asset sale agreements otherwise permitted hereby as long as such restrictions relate to the Equity Interests and assets subject thereto;

(o) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;

(p) restrictions, limitations, conditions and prohibitions imposed in respect of the types of assets subject to, and any other restrictions consisting of customary provisions in connection with, any Third-Party Vendor Financing Program or any Qualified Receivables Transaction;

(q) encumbrances or restrictions described in clause (2)(I) above arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, (i) detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in any manner material to the Borrower or any Restricted Subsidiary or (ii) materially affect any Borrower’s ability to make anticipated principal or interest payments on the Loans (as determined by the Borrower in good faith) or affect the ability of Loan Parties to grant liens over the Collateral to the Collateral Agent; or

(r) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in any of clauses (a) through (p) above, so long as such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, not materially more restrictive with respect to such Lien, dividend and other payment restrictions, taken as a whole, than those contained in the Lien, dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

(3) Not permit any Loan Party or Restricted Subsidiary to create or grant to any Person, except Lender, any Lien, security interest, encumbrance, cloud on title, mortgage, pledge or similar interest in any Fixed Asset Receivables owned by any Restricted Subsidiary organized in France or Italy.

ARTICLE VII

Holdings Covenant

SECTION 7.01 Holdings Covenant. Holdings will not, so long as this Agreement is in effect and until the Termination Date, unless the Required Lenders otherwise consent in writing, conduct, transact or otherwise engage in any active trade or business or operations other than through the Borrower and its Subsidiaries.

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The foregoing will not prohibit Holdings from taking actions related to the following (and activities incidental thereto):

(1) its ownership of the Equity Interests of the Borrower and its other Subsidiaries as of the Closing Date;

(2) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance);

(3) (i) the performance of its obligations with respect to the Term Facility and any other Indebtedness (including Section 6.01(2)) permitted by this Agreement, (ii) the incurrence, issuance or guarantee of unsecured Ratio Debt and (iii) the incurrence, issuance or guarantee of any other Indebtedness permitted under Section 6.01 (other than Section 6.01(18));

(4) any offering of its common stock or any other issuance of its Equity Interests;

(5) the making of Restricted Payments; provided that, Holdings will not be permitted to make Restricted Payments using the cash from the Borrower or any Subsidiary unless such cash has been dividended, distributed, loaned or otherwise contributed to Holdings in a manner not prohibited by the terms of this Agreement.

(6) making contributions to the capital or acquiring Equity Interests of its Subsidiaries;

(7) guaranteeing the obligations of the Borrower and its Subsidiaries;

(8) participating in tax, accounting and other administrative matters as a member or parent of the consolidated group;

(9) holding any cash or property (including cash and property received in connection with Restricted Payments made by the Borrower, but excluding the Equity Interests of any Person other than the Borrower);

(10) providing indemnification to officers and directors;

(11) the making of Investments permitted hereunder, including Investments consisting of Cash Equivalents or, to the extent not made for speculative purposes, Investment Grade Securities;

(12) the consummation of the Transactions on the Closing Date;

(13) the entering into of employment agreements, stock option and stock ownership plans and other similar and customary arrangements with officers, consultants, investment bankers, advisors, employees and directors and performing the activities contemplated thereby; and

(14) activities incidental to the businesses or activities described above.

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ARTICLE VIII

Events of Default

SECTION 8.01 Events of Default. Subject to the final paragraph of this Section 8.01, in case of the occurrence of any of the following events (each, an “Event of Default”):

(1) any representation or warranty made by Holdings, the Borrower or any other Loan Party herein or in any other Loan Document or any certificate or document required to be delivered pursuant hereto or thereto proves to have been false or misleading in any material respect when so made or deemed made;

(2) default is made in the payment of any principal of any Loan when and as the same becomes due and payable, whether at the due date thereof, at a date fixed for prepayment thereof, by acceleration thereof or otherwise;

(3) default is made in (i) the payment of any interest on any Loan or any other amount (other than an amount referred to in subclause (ii) below) due under any Loan Document (other than an amount referred to in clause (2) of this Section 8.01), when and as the same becomes due and payable, and such default continues unremedied for a period of five (5) Business Days or (ii) the payment of any Fee, when and as the same becomes due and payable, and such default continues unremedied for a period of five (5) Business Days;

(4) default is made in the due observance or performance by Holdings, the Borrower or any Restricted Subsidiary of any covenant, condition or agreement contained in Section 5.01(1) (solely with respect to the Borrower), 5.02(2)(a) (solely with respect to the Collateral), 5.05(1) or in Article VI or Article VII (in each case solely to the extent applicable to such Person;

(5) default is made in the due observance or performance by Holdings, the Borrower or any Restricted Subsidiary of any covenant, condition or agreement contained in any Loan Document (other than those specified in clauses (2), (3) and (4) of this Section 8.01), in each case solely to the extent applicable to such Person, and such default continues unremedied for a period of 30 days after the earlier of (i) the date written notice thereof was provided from the Administrative Agent to the Borrower and (ii) the date any such default first became known to the Borrower;

(6) (a) any event or condition occurs that (i) results in any Material Indebtedness becoming due prior to its scheduled maturity or (ii) enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity or

(b) Holdings or any Restricted Subsidiary fails to pay the principal of any Material Indebtedness at the stated final maturity thereof;

provided that this clause (6) will not apply to

(A) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness,

(B) [reserved]; and

(C) in the case of Material Indebtedness which the holder thereof may elect to convert into Qualified Capital Stock, such Material Indebtedness from and after the date, if any, on which such conversion has been effected;

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provided, further, that such event or condition is unremedied and is not waived or cured by the holders of such Indebtedness prior to any acceleration of the Loans and termination of the Commitments pursuant to the final paragraph of this Section 8.01; provided, further, that the failure to observe or perform a covenant under the ABL Credit Agreement (an “ABL Covenant Default”) shall not in and of itself constitute an Event of Default hereunder until the date on which the lenders under the ABL Credit Agreement shall have accelerated payment of the obligations under the ABL Credit Agreement and terminated the commitments with respect thereto or foreclosed upon the collateral securing the obligations under the ABL Credit Agreement, and, provided, further, that prior to the time it becomes an Event of Default hereunder, any ABL Covenant Default may be waived, amended, terminated or otherwise modified from time to time in accordance with the ABL Credit Agreement.

(7) a Change in Control occurs;

(8) (A) an involuntary proceeding is commenced or an involuntary petition is filed in a court of competent jurisdiction seeking:

(a) relief in respect of Holdings, the Borrower or any of the Material Subsidiaries, or of a substantial part of the property or assets of Holdings, the Borrower or any Material Subsidiary, under any Debtor Relief Law;

(b) the appointment of a receiver, interim receiver, trustee, administrative receiver, monitor, compulsory manager, compulsory administrator, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any of the Material Subsidiaries or for a substantial part of the property or assets of Holdings, the Borrower or any Restricted Subsidiary; or

(c) the winding up or liquidation of Holdings, the Borrower or any Material Subsidiary (except, in the case of any Material Subsidiary, in a transaction permitted by Section 6.05) and such proceeding or petition continues undismissed for 60 days or an order or decree approving or ordering any of the foregoing is entered;

(B) in respect of any English Subsidiary Loan Party (in addition to any other provision of this Section 8.01, such provisions not to be deemed to otherwise limit the following) any formal corporate action, legal proceeding or other procedure or step (in each case for reasons of financial difficulty and excluding any arrangements or negotiations with any Lenders) in relation to

(i) the English Subsidiary Loan Party suspending the making of any payment on any of its debts or being unable or admitting in writing its inability to pay its debts as they fall due (in each case other than solely as a result of its balance sheet liabilities exceeding its balance sheet assets);

(ii) a petition being presented or meeting convened or application made for the purpose of appointing an administrator (either in or out of court), receiver, administrative receiver, trustee, monitor, compulsory manager or other similar officer of, or for the making of an administration order in respect of, the English Subsidiary Loan Party and such petition or application is being contested in good faith and not shown as frivolous or vexatious and in each case is not discharged within 21 days;

(iii) a composition, compromise, assignment, restructuring plan or arrangements with any class of creditors of the English Subsidiary Loan Party;

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(iv) the winding up of the English Subsidiary Loan Party;

(v) a petition is presented for the winding-up of the English Subsidiary Loan Party (other than a frivolous or vexatious petition or which is being contested in good faith and in each case discharged within 21 days of being presented); or

(vi) the suspension of payments or a moratorium of indebtedness;

(9) Holdings, the Borrower or any Material Subsidiary:

(a) voluntarily commences any proceeding or files any petition seeking relief under any Debtor Relief Law;

(b) consents to the institution of, or fails to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (8) of this Section 8.01;

(c) applies for or consents to the appointment of a receiver, interim receiver, administrative receiver, monitor, compulsory manager, compulsory administrator, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any of the Material Subsidiaries or for a substantial part of the property or assets of Holdings, the Borrower or any Material Subsidiary;

(d) files an answer admitting the material allegations of a petition filed against it in any such proceeding;

(e) makes a general assignment for the benefit of creditors; or

(f) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due or, in respect of any Material Subsidiary incorporated or established in Germany only, such Material Subsidiary is overindebted (überschuldet) within the meaning of section 19 of the German Insolvency Code (Insolvenzordnung);

(10) Holdings, the Borrower or any Restricted Subsidiary fails to pay one or more final judgments aggregating in excess of at the time of any determination the greater of (x) $130,000,000 and (y) 15% of Consolidated EBITDA for the most recently ended Test Period at such time of determination (to the extent not covered by insurance or by an indemnification agreement as to which the indemnifying party has not denied liability), which judgments are not discharged or effectively waived or stayed for a period of 60 consecutive days;

(11) (a) a trustee is appointed by a United States district court to administer any Plan or (b) an ERISA Event occurs with respect to any Plan or Multiemployer Plan, or (c) a Canadian Pension Event occurs with respect to any Canadian Pension Plan or Canadian Multi-Employer Pension Plan or (d) Holdings or any of its Subsidiaries is notified that it or any of them in relation to any UK DB Pension Plan (i) has incurred a debt or other liability under section 75 or 75A of the Pensions Act 1995 of the United Kingdom, (ii) has been issued with a Contribution Notice or Financial Support Direction and/or (iii) has received any sanction pursuant to the Criminal Pension Powers, and, in each case, with respect to clauses (a), (b), (c) and (d), such event or condition, together with all other such events or conditions, if any, is reasonably expected to have a Material Adverse Effect; or

(a) any material provision of any Loan Document ceases to be, or is asserted in writing by Holdings, the Borrower or any Restricted Subsidiary not to be, for any reason, a legal, valid and binding obligation of any party thereto,

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(b) any security interest purported to be created by any Security Document and to extend to assets that are not immaterial to Holdings and its Restricted Subsidiaries on a consolidated basis ceases to be, or is asserted in writing by the Company or any other Loan Party not to be, a valid and perfected security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of validity, perfection or priority results from the limitations of foreign laws, rules and regulations as they apply to pledges of Equity Interests in Foreign Subsidiaries or the application thereof, or from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under a Security Document or to file Uniform Commercial Code continuation statements or PPSA financing change statements;

(c) the Guarantees pursuant to the Guaranty by any Loan Party of any of the Obligations cease to be in full force and effect (other than in accordance with the terms thereof) or are asserted in writing by Holdings, the Borrower or any other Subsidiary Loan Party not to be in effect or not to be legal, valid and binding obligations,

except in the cases of clauses (a) and (b), in connection with an Asset Sale permitted by this Agreement with respect to the assets sold;

then,

(i) upon the occurrence of any such Event of Default (other than an Event of Default with respect to the Borrower described in clause (8) or (9) of this Section 8.01), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent, at the request of the Required Lenders, will, by written notice to the Borrower, take any or all of the following actions, at the same or different times:

(A) terminate forthwith the Commitments,

(B) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower’ accrued hereunder and under any other Loan Document, will become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and

(C) exercise all rights and remedies granted to it under any Loan Document and all of its rights under any other applicable law or in equity, and

(ii) in any event with respect to the Borrower described in clause (8) or (9) of this Section 8.01, the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, will automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Notwithstanding anything in this Agreement or any other Loan Document to the contrary, no Event of Default shall arise as a result of any limitation or threshold in Dollars being exceeded solely as a result of changes in exchange rates from those rates applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is made.

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ARTICLE IX

The Administrative Agent

SECTION 9.01 Appointment.

(1) Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as Qualified Counterparties and Cash Management Banks) and by accepting the benefit of any Loan Document, each Cash Management Bank and Qualified Counterparty that is not a Lender hereby irrevocably designates and appoints the Administrative Agent as agent of such Lender under this Agreement and the other Loan Documents, as applicable, including, with respect to the Administrative Agent as the Collateral Agent for such Lender and the other applicable Secured Parties under the applicable Security Documents and each such Lender irrevocably authorizes the Administrative Agent, including as the Collateral Agent, in such capacities, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent, including as the Collateral Agent, by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such jurisdiction on such Xxxxxx’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. For the purposes of the Belgian Security Documents, each Secured Party appoints the Collateral Agent as its representative in accordance with (a) Article 5 of the Belgian Act of 15 December 2004 on financial collateral arrangements and several tax dispositions in relation to security collateral arrangements and loans of financial instruments; and (b) Article 3 of Book III, Title XVII of the Belgian Old Civil Code, which appointment is hereby accepted. Each of the Lenders hereby releases the Administrative Agent and the Collateral Agent to the extent possible from any restrictions on representing several persons and self-dealing applicable to it under any applicable law, in particular pursuant to Section 181 of the German Civil Code (Bürgerliches Gesetzbuch). The Administrative Agent and the Collateral Agent shall, to the extent possible, have the authority to grant an exemption from the restrictions imposed by Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) to any sub-agent. Any Lender prevented by applicable law or its constitutional documents from granting the release from the restrictions under Section 181 German Civil Code shall notify the Administrative Agent and the Collateral Agent in writing without undue delay.

(2) To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason (including any Taxes paid or payable by the Administrative Agent that are attributable to a Lender’s failure to comply with the provisions of Section 10.04(4) relating to the maintenance of a Participant Register), such Lender shall indemnify the Administrative Agent fully for all amounts paid or payable, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against

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any amount due the Administrative Agent under this Section 9.01(2). The agreements in this Section 9.01(2) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement, of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

(3) In furtherance of the foregoing, each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as Qualified Counterparties and Cash Management Banks) and by accepting the benefit of any Loan Document, each Cash Management Bank and Qualified Counterparty that is not a Lender hereby appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on the Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In connection therewith, the Administrative Agent (and any Subagents appointed by the Administrative Agent pursuant to Section 9.03 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights or remedies thereunder at the direction of the Administrative Agent) shall be entitled to the benefits of this Article IX (including Section 9.07) as though the Administrative Agent (and any such Subagents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto.

(4) Each Lender (in its capacities as a Lender and on behalf of itself and its Affiliates as Qualified Counterparties and Cash Management Banks) and by accepting the benefit of any Loan Document, each Cash Management Bank and Qualified Counterparty that is not a Lender irrevocably authorizes the Administrative Agent, at its option and in its discretion:

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document:

(i) upon the Termination Date;

(ii) that is sold, or disposed of, or to be sold, or disposed of, as part of or in connection with any sale or disposition not prohibited hereunder or under any other Loan Document (to a Person that is not a Loan Party); or

(iii) if approved, authorized or ratified in writing in accordance with Section 10.09 hereof;

(b) to release any Loan Party from its obligations under the Loan Documents (including the Liens on the assets of such Loan Party and the Equity Interests of such Loan Party) if such Person ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary) as a result of a transaction permitted hereunder or the Termination Date occurs;

(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(3) (and to the extent required by the terms thereof); and

(d) to enter into any Acceptable Intercreditor Agreement and any other intercreditor agreement expressly contemplated by this Agreement.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Loan Party from its obligations under the Loan Documents.

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The parties hereto acknowledge and agree that the Administrative Agent may rely conclusively as to any of the matters described in this Section 9.01 and Section 10.19 (including as to its authority hereunder and thereunder) on a certificate or similar instrument provided to it by any Loan Party without further inquiry or investigation, which certificate shall be delivered to the Administrative Agent by the Loan Parties upon request.

(5) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, restructuring plan or other judicial proceeding relative to any Loan Party, (a) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of any or all of the Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents and any Subagents allowed in such judicial proceeding and (ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and (b) any custodian, receiver, administrative receiver, administrator, monitor, compulsory manager, interim receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment, restructuring plan or composition (each, a “Plan of Reorganization”) affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

(6) The Lenders and each other holder of an Obligation under a Loan Document shall act collectively through the Administrative Agent and, without limiting the delegation of authority to the Administrative Agent set forth herein, the Required Lenders shall direct the Administrative Agent with respect to the exercise of rights and remedies hereunder and under other Loan Documents (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default in each case that could be waived with the consent of the Required Lenders), and such rights and remedies shall not be exercised other than through the Administrative Agent; provided that the foregoing shall not preclude any Lender from exercising any right of set-off in accordance with the provisions of Section 10.07 or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default of any Loans after the occurrence of the applicable Maturity Date with respect to any Loans made by it. The Administrative Agent may refrain from acting in accordance with any instructions of any Required Lenders until it has received any indemnification and/or security and/or pre-funding that it may in its discretion require for any cost, loss or liability (together with any applicable Taxes) which it may incur in complying with those instructions.

(7) By accepting the benefits of the Security Documents, each Secured Party (other than the Lenders) shall be deemed to have appointed the Collateral Agent as its agent under the Security Documents and to have agreed to the provisions of this Section 9.01. No Qualified Counterparty or Cash Management Bank that obtains the benefit of the Guarantees or any Collateral by virtue of the provisions hereof or any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of any Loan Document) other than in its capacity as Agent or a Lender and, in

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such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising with respect to Cash Management Obligations and Specified Hedge Obligations except to the extent expressly provided herein and unless the Administrative Agent has received a written notice from the Borrower designating such Obligations as Cash Management Obligations or Specified Hedge Obligations, as the case may be, together with any documentation or agreement required under the definition of “Specified Hedge Agreement” or “Cash Management Obligations” and such other supporting documentation as the Administrative Agent may request from the applicable Qualified Counterparty or Cash Management Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under arising with respect to Cash Management Obligations and Specified Hedge Obligations in the case of a Termination Date.

SECTION 9.02 Administration of German Collateral

Without limiting any other rights under this Agreement, in relation to the Security Documents governed by German law (each, a “German Collateral Document”) the following shall apply:

(1) The Collateral Agent is authorized to:

(a) hold and administer and, as the case may be, release and (subject to it having become enforceable) realize:

(i) any security interest granted under any German Collateral Document (each, a “German Security Interest”) that is constituted by way of a transfer of title or assignment by way of security (Sicherungseigentum/Sicherungsabtretung) or by way of any other non-accessory security right (nicht akzessorische Sicherheit); and

(ii) any proceeds of such German Security Interest, as trustee in its own name but for the benefit of all Secured Parties (each, a “German Secured Party”) that have the benefit of such security interest in accordance with this Agreement and the respective German Collateral Document;

(b) administer and, as the case may be, release and (subject to it having become enforceable) realize any German Security Interest that is created in favor of the Collateral Agent or the German Secured Parties (or any of them) by way of a pledge (Verpfändung) or any other German law accessory security right (akzessorische Sicherheit); and

(c) if and when acting in its capacity as creditor of the Parallel Liability, hold and administer and, as the case may be, release and (subject to it having become enforceable) realize:

(i) any German Security Interest that is created in favor of the Collateral Agent as creditor of the Parallel Liability by way of a pledge (Verpfändung) or any other German law accessory security right (akzessorische Sicherheit);

(ii) any proceeds of such German Security Interest; and

(iii) the benefit of this paragraph (iii) and of the Parallel Liability,

as creditor in its own right but for the benefit of the German Secured Parties in accordance with this Agreement.

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(2) Each German Secured Party (other than the Collateral Agent) by accepting the benefits of this Agreement is deemed to ratify and approve all acts done by the Collateral Agent on such German Secured Party’s behalf before execution of this Agreement, or the relevant German Secured Party’s accession to this Agreement, as the case may be, including, for the avoidance of doubt, the declarations made by the Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of any German Secured Party in respect of any German Collateral Document.

(3) The Collateral Agent shall (at the expense of the applicable Loan Party in accordance with Section 10.06), and is hereby authorized by each of the German Secured Parties to, upon receipt of any certification required to be delivered to it pursuant to any provisions of this Agreement or of any Security Document, execute on behalf of itself and each other German Secured Party, without the need for any further referral to, or authority from, any other person, all necessary releases or confirmations of any security created under the German Collateral Documents that are reasonably requested and delivered to it by the applicable Loan Party. The Collateral Agent and each of the German Secured Parties hereby agree that, in relation to the German Collateral Documents, no German Secured Party shall exercise any independent power to enforce any German Security Interest or take any other action in relation to the enforcement of the German Security Interests, or make or receive any declarations in relation thereto.

(4) Each German Secured Party hereby irrevocably instructs and authorizes the Collateral Agent (with the right of sub-delegation) to act on its behalf and, if required under any applicable law or if otherwise appropriate, in its name and on its behalf in connection with the preparation, execution and delivery of the German Collateral Documents, the perfection and monitoring of the German Collateral Documents and the rescission, release or amendment of the German Collateral Documents, and to enter into any documents evidencing German Security Interests and to make and accept all declarations and take all actions that may be necessary or useful in connection with any German Security Interest on behalf of such German Secured Party. The Collateral Agent is hereby authorized by each German Secured Party to make all statements necessary or appropriate in connection with the foregoing. The Collateral Agent shall further be entitled to rescind, release, amend or execute, on behalf of each German Secured Party, any additional documents securing the German Security Interest.

(5) At the request of the Collateral Agent, each German Secured Party shall provide the Collateral Agent with a separate written power of attorney (Spezialvollmacht) for the purposes of executing any relevant agreements and documents on its behalf.

(6) Each German Secured Party hereby releases the Collateral Agent from the restrictions pursuant to section 181 of the German Civil Code and similar restrictions under any applicable law, in each case to the extent legally possible for the German Secured Parties. If any German Secured Party is prevented by applicable law or its constitutional documents from granting the release from the restrictions pursuant to section 181 German Civil Code it shall notify the Collateral Agent without undue delay.

SECTION 9.03 Delegation of Duties. Each of the Administrative Agent and Collateral Agent may execute any of their respective duties under this Agreement and the other Loan Documents (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof)) by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Each of the Administrative Agent and Collateral Agent shall not be responsible for the negligence or misconduct of the agents or attorneys-in-fact selected by it with reasonable care. Each of the Administrative Agent and Collateral Agent may also from time to time, when such Agent deems it to be necessary or desirable, appoint one or more trustees, co-trustees, collateral co-agents, collateral subagents or attorneys-in-fact (each, a “Subagent”) with respect to all or any part of the Collateral; provided that no such Subagent shall be authorized to take any action with respect to

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any Collateral unless and except to the extent expressly authorized in writing by such Agent. Should any instrument in writing from the Borrower or any other Loan Party be required by any Subagent so appointed by any Agent to more fully or certainly vest in and confirm to such Subagent such rights, powers, privileges and duties, the Borrower shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by such Agent. If any Subagent, or successor thereto, shall die, become incapable of acting, resign or be removed, all rights, powers, privileges and duties of such Subagent, to the extent permitted by law, shall automatically vest in and be exercised by the relevant Agent until the appointment of a new Subagent. Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of their respective Subagents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent or the Collateral Agent, as applicable, acted with gross negligence or willful misconduct in the selection of such Subagents.

SECTION 9.04 Exculpatory Provisions. None of the Administrative Agent, Collateral Agent, their respective Affiliates or any of their respective officers, directors, employees, agents or attorneys-in-fact shall be (1) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct), (2) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party thereto to perform its obligations hereunder or thereunder or (3) liable for any action taken or not taken with the consent of or at the request or direction of the Required Lenders or absent such Person’s own gross negligence or willful misconduct as determined by a final and non-appealable decision of a court of competent jurisdiction. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance or enforceability of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. Each of the Administrative Agent and the Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (1) each of the Administrative Agent and the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, and (2) each of the Administrative Agent and Collateral Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. Notwithstanding any of the foregoing, none of the Administrative Agent or the Collateral Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or the Collateral Agent (as applicable) is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent or the Collateral Agent (as applicable) shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or the Collateral Agent (as applicable) to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. No Agent shall be responsible for or have any duty to ascertain or inquire into:

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(1) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document;

(2) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith;

(3) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default;

(4) any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral;

(5) the value or the sufficiency of any Collateral; or

(6) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 9.05 Reliance by Administrative Agent. Each of the Administrative Agent and the Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) or conversation believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each of the Administrative Agent and the Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Borrowing that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender, unless the Administrative Agent shall have received notice to the contrary from such Lender prior to such Borrowing. Each of the Administrative Agent and the Collateral Agent may consult with legal counsel (including counsel to the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agent and Collateral Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. Each of the Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Each of the Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all or other Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

SECTION 9.06 Notice of Default. None of the Administrative Agent or Collateral Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the applicable Agent has received written notice from a Lender, Holdings or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.

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In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders and to the Collateral Agent. Each of the Administrative Agent and the Collateral Agent shall take such action with respect to such Default or Event of Default as shall be directed by the Required Lenders (or, if so specified by this Agreement, all or other Lenders); provided that unless and until the applicable Agent shall have received such directions, such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

SECTION 9.07 Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor the Lead Arrangers, nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by such Agent to any Lender as to any matter, including whether the Agents have disclosed material information in their possession. Each Lender represents to the Agents and Lead Arrangers, that it has, independently and without reliance upon the Agents or Lead Arrangers, or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates and made its own decision to make its Credit Extensions hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agents, the Lead Arrangers, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by either Administrative Agent or Collateral Agent hereunder, no Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of any Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

SECTION 9.08 Indemnification. The Lenders agree to indemnify each Agent (and any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates acting as Agent) on demand (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), in the amount of its pro rata share (determined at the time such indemnity is sought), from and against any and all liabilities, losses, claims, damages, reasonable, documented and invoiced out-of-pocket fees and expenses of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, losses, claims, damages, reasonable, documented and invoiced out-of-pocket fees and expenses that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence, or willful misconduct; provided further that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.08. The failure of any Lender to reimburse any Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent for its ratable share of such amount, but no Lender shall be responsible

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for the failure of any other Lender to reimburse such Agent for such other Xxxxxx’s ratable share of such amount. The agreements in this Section 9.08 shall survive the payment of the Loans and all other amounts payable hereunder and the resignation of the Administrative Agent or the Collateral Agent, as the case may be.

SECTION 9.09 Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from, and generally engage in any kind of business with any Loan Party as though such Agent were not the Administrative Agent or the Collateral Agent, as the case may be. With respect to its Loans made or renewed by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

SECTION 9.10 Successor Administrative Agent. Subject to Section 9.14, each of the Administrative Agent and the Collateral Agent may respectively resign as an Agent in its respective capacity upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent or Collateral Agent is subject to a Lender-Related Distress Event, either the Required Lenders or the Borrower may upon ten (10) days’ prior notice remove such Agent. If the Administrative Agent or Collateral Agent resigns as an Agent under this Agreement and the other Loan Documents or is delivered a removal notice, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such Agent, and the reference to the resigning Agent means such successor agent effective upon such appointment and approval, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the Loans or Commitments. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation or the delivery of such removal notice, then the retiring Agent (or in the case of a removal, the Borrower) may, on behalf of the Lenders, appoint a successor Agent. If no successor agent has accepted appointment as an Agent by the date that is thirty (30) days following a retiring Agent’s notice of resignation or the delivery of such removal notice, the retiring Agent’s resignation will nevertheless thereupon become effective, and the Required Xxxxxxx will thereafter perform all the duties of such Agent xxxxxxxxx and/or under any other Loan Document until such time, if any, as the Required Xxxxxxx appoint a successor Agent (except that in the case of any collateral security held by a retiring Collateral Agent for the Secured Parties for purposes of maintaining the perfection of the Lien on the Collateral securing the Obligations, such retiring Collateral Agent shall continue to hold such collateral security until such time as a successor Agent is appointed), which shall (unless a Specified Event of Default shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). After any retiring Agent’s resignation as Agent, the provisions of this Article IX and Section 10.06 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was acting as an Agent under this Agreement and the other Loan Documents.

SECTION 9.11 Lead Arrangers. The Lead Arrangers will not have any duties, responsibilities or liabilities hereunder in its capacity as such.

SECTION 9.12 Certain ERISA Matters.

(1) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

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

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(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Xxxxxx’s entrance into, participation in, administration of and performance of the Loans, the letters of credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the letters of credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the letters of credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Xxxxxx’s entrance into, participation in, administration of and performance of the Loans, the letters of credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(2) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Xxxxxx’s entrance into, participation in, administration of and performance of the Loans, the letters of credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

SECTION 9.13 Declaration of Trust. The Collateral Agent declares that it holds the Trust Property on trust for the Secured Parties for the purpose of securing the Obligations on the terms and subject to the conditions set out in this Agreement.

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SECTION 9.14 Trustee Act.

(1) The Collateral Agent shall have such rights, powers, authorities and discretions as are (i) conferred on trustees by the Trustee Acts, (ii) by way of supplement to the Trustee Acts as provided for in this Agreement and the English Security Documents and (iii) any which may be vested in the Collateral Agent by law or regulation or otherwise.

(2) Section 1 of the Trustee Act 2000 shall not apply to the duties of the Collateral Agent in relation to the trusts constituted by this Agreement. Where there are any inconsistencies between the Trustee Acts and the provisions of this Agreement, the provisions of this Agreement shall, to the extent permitted by law, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act.

(3) All moneys from time to time received or recovered by the Collateral Agent in respect of the Trust Property and the net proceeds from the realization or enforcement of all or any part of the English Transaction Security shall be held by the Collateral Agent on trust to apply them as such times as the Collateral Agent (in its discretion) sees fit to the extent permitted by applicable law (and subject to the provisions of this clause (3) in the order of priority set out in the English Security Documents).

(4) Nothing in any Loan Document constitutes the Collateral Agent as an agent, trustee or fiduciary of any Loan Party and the Collateral Agent shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account.

(5) If the Collateral Agent were to resign or be replaced in accordance with Section 9.10, its resignation or replacement shall only take effect upon:

(i) the appointment of a successor; and

(ii) the transfer of all the Trust Property to that successor.

SECTION 9.15 Termination of Trustee. If the Collateral Agent, with the approval of the Administrative Agent, determines that:

(1) all of the Obligations and all other obligations secured by the English Security Documents have been fully and finally discharged to the satisfaction of the Administrative Agent (whether or not as a result of an enforcement); and

(2) the Secured Parties are under no further commitment, obligation or liability (whether actual or contingent) to make advances or provide other financial accommodation to any of the Loan Parties under the Loan Documents,

then, the trusts set out in this Agreement shall be wound up and the Collateral Agent shall release, without recourse or warranty, all of the English Transaction Security and the rights of the Collateral Agent under each of the English Security Documents; and any Collateral Agent which has resigned pursuant to Section 9.10 shall release, without recourse or warranty, all of its rights under each of the English Security Documents.

SECTION 9.16 Reliance.

(1) For the avoidance of doubt the Collateral Agent shall be entitled to the benefit of and act in accordance with Section 9.01, including in its capacity as trustee as set forth in Sections 9.13 to Section 9.16. Any Receiver or a Delegate may rely on Section 9.07 as if referred to therein as Collateral Agent, subject to the provisions of the Contracts (Rights of Third Parties) Act 1999.

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(2) The Collateral Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Collateral Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement.

(3) Each of the Collateral Agent, any Receiver and any Delegate may, at any time (and upon such terms and conditions as the Collateral Agent, Receiver or Delegate (as the case may be) may (in its discretion) think fit), delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.

(4) The Collateral Agent shall, at any time and for any purpose or reason whatsoever, have power to appoint (and subsequently remove) any person to act either as a new or additional trustee, or as co-trustee jointly with it:

(i) if it considers that appointment to be in the interests of the Secured Parties;

(ii) for the purposes of conforming to any legal requirement, restriction or condition which the Collateral Agent deems to be relevant; or

(iii) for obtaining or enforcing any judgment in any jurisdiction,

with such of the Collateral Agent’s rights, powers, authorities and discretions (not exceeding those given to the Collateral Agent under or in connection with this Agreement and the English Security Documents), duties, obligations and responsibilities that are given or imposed by the instrument of appointment.

(5) The Collateral Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person, provided that the Collateral Agent shall have exercised reasonable care in the selection of such person.

(6) So long as it continues to be a trustee under this Agreement, the Collateral Agent shall have power to remove any such new or additional trustee or co- trustee with or without cause.

(7) Whenever there shall be more than one Collateral Agent under this Agreement any reference to “Collateral Agent” shall be construed as a reference to those trustees or such of them as the context requires.

(8) Whenever there shall be more than two security trustees under this Agreement, the majority of such security trustees shall be competent to execute and exercise all the Collateral Agent’s rights under this Agreement other than those arising under this Section.

ARTICLE X

Miscellaneous

SECTION 10.01 Notices; Communications.

(1) Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 10.01(2)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or e-mail, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, in each case, as follows:

(a) if to any Loan Party, the Administrative Agent, as the case may be, to the address, facsimile number, e-mail address or telephone number specified on Schedule 10.01; and

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(b) if to any other Lender, to the address, facsimile number, e-mail address or telephone number specified in its Administrative Questionnaire.

(2) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its or their discretion, as applicable, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(3) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices sent by facsimile shall be deemed to have been given when sent and confirmation of transmission received (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in Section 10.01(2) shall be effective as provided in such Section 10.01(2).

(4) Any party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice to the other parties hereto.

(5) Documents required to be delivered pursuant to Section 5.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically (including as set forth in Section 10.18) and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.01 or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent (by facsimile or e-mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; provided, further, that, upon reasonable request by the Administrative Agent, the Borrower shall also provide a hard copy to the Administrative Agent of any such document; provided, further, that any documents posted for which a link is provided after normal business hours for the recipient shall be deemed to have been given at the opening of business on the next Business Day for such recipient. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

SECTION 10.02 Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties herein, in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document will be considered to have been relied upon by the Lenders and shall survive the making by the Lenders of the Credit Extensions and the execution and delivery of the Loan Documents, regardless of any

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investigation made by such Persons or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid and so long as the Commitments have not been terminated. Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement obligations contained herein (including pursuant to Sections 2.16, 2.18 and 10.06) shall survive the payment in full of the principal and interest hereunder and the termination of the Commitments or this Agreement.

SECTION 10.03 Binding Effect. This Agreement shall become effective when it has been executed by Holdings, the Borrower and the Administrative Agent and when the Administrative Agent has received copies hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of Holdings, the Borrower, the other Loan Parties, each Agent, each Lender and their respective permitted successors and assigns.

SECTION 10.04 Successors and Assigns.

(1) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that

(a) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void), except to the Borrower pursuant to a transfer expressly permitted under Section 6.05(1)(a) or (b) or Section 6.05(5), and

(b) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.04 (and, except as otherwise provided pursuant to Section 10.04(2)(c) below, any attempted assignment, transfer or delegation in contravention of this Section 10.04 shall be null and void).

Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (3) of this Section 10.04) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement or the other Loan Documents.

(2) (a) Subject to the conditions set forth in paragraph (2)(b) of this Section 10.04 (and, with respect to an assignment to Holdings, the Borrower, any Subsidiary or any of their respective Affiliates, subject to the limitations set forth in Section 10.04(14), as applicable), any Lender may assign to one or more assignees (other than a natural person, a Defaulting Lender or a Disqualified Institution) (each such non-excluded Person, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) of:

(i) the Borrower; provided that no consent of the Borrower shall be required (I), for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, (II) [reserved] or (III) if a Specified Event of Default has occurred and is continuing, any other Person; provided, further, that such consent shall be deemed to have been given if the Borrower has not responded within ten Business Days after delivery of a written request therefor by the Administrative Agent;

(ii) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Loan or Commitment to (x) a Lender, an Affiliate of a Lender or an Approved Fund or (y) to the extent assigned in accordance with the provisions in this Section 10.04, to a Purchasing Borrower Party; and

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(iii) [reserved].

(b) Assignments shall be subject to the following additional conditions:

(i) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Xxxxxx’s Commitments or Loans, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent; provided that (1) no such consent of the Borrower shall be required if a Specified Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds (with simultaneous assignments to or by two or more Approved Funds being treated as one assignment for purposes of meeting the minimum assignment amount requirement), if any;

(ii) the Assignee or assigning Lender to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually or via email), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that such processing and recordation fee shall not be payable in the case of assignments by the Lead Arrangers or any Affiliate of the Lead Arrangers;

(iii) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including any tax forms required to be delivered pursuant to Section 2.18; and

(iv) the assignor shall deliver to the Administrative Agent any Note issued to it with respect to the assigned Loan or Commitment.

For the purposes of this Section 10.04, “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(c) Subject to acceptance and recording thereof pursuant to paragraph (2)(e) of this Section 10.04, from and after the effective date specified in each Assignment and Acceptance, the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 10.06 with respect to facts and circumstances occurring prior to the effective date of such Assignment and Acceptance). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (4) of this Section 10.04 to the extent such participation would be permitted by such Section 10.04(4).

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(d) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated interest with respect thereto) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender (solely with respect to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior written notice.

(e) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including all applicable tax forms, any Note outstanding with respect to the assigned Commitment or Loan, the processing and recordation fee referred to in paragraph (2)(b)(ii) of this Section 10.04 and any written consent to such assignment required by paragraph (2) of this Section 10.04, the Administrative Agent promptly shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment (whether or not evidenced by a Note) shall be effective for purposes of this Agreement unless and until it has been recorded in the Register as provided in this paragraph (2)(e).

(3) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows:

(a) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim;

(b) except as set forth in clause (a) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of Holdings, the Borrower or any Restricted Subsidiary or the performance or observance by Holdings, the Borrower or any Restricted Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto;

(d) the Assignee confirms that it has received a copy of this Agreement, together with copies of the most recent Required Financial Statements delivered pursuant to Section 5.04, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance;

(e) the Assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement;

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(f) the Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms of this Agreement, together with such powers as are reasonably incidental thereto;

(g) the Assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender;

(h) the Assignee waives any priority of ranking that it may have in connection with the Loan Documents pursuant to Article 4 of the Belgian Mobilisation Law.

(4) (a) Any Lender may, without the consent of the Administrative Agent or, subject to Section 10.04(8), the Borrower, sell participations to one or more banks or other entities (other than to a Defaulting Lender, a Disqualified Institution or a natural person) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that

(i) such Lender’s obligations under this Agreement shall remain unchanged;

(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and

(iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided that (A) such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to Section 10.04(1)(a) or clauses (i), (ii), (iii), (iv), (v) or (vi) of the first proviso to Section 10.09(2) and (2) directly affects such Participant and (B) no other agreement with respect to amendment, modification or waiver may exist between such Lender and such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16, 2.17 and 2.18 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (2) of this Section 10.04, provided that such Participant agrees to be subject to the provisions of Sections 2.16(2) and 2.18 (including 2.18(5), it being understood that such Participant shall deliver the required documentation to the participating Lender) as if it were an assignee pursuant to paragraph (2) of this Section 10.04 and shall not be entitled to receive any greater payment under Sections 2.16, 2.17 or 2.18, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.20(2) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.06 as though it were a Lender; provided that such Participant shall be subject to Section 2.19(3) as though it were a Lender. Each Lender that sells a participation and each Granting Lender shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and SPC, as applicable, and the principal amounts (and stated interest) of each Participant’s or SPC’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to

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disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Proposed Treasury Regulations Section 1.163-5(b) (or any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(5) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank and in the case of any Lender that is an Approved Fund, any pledge or assignment to any holders of obligations owed, or securities issued, by such Lender, including to any trustee for, or any other representative of, such holders, and this Section 10.04 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Xxxxxx as a party hereto.

(6) The Borrower, upon receipt of written notice from the relevant Xxxxxx, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (5) of this Section 10.04.

(7) If the Borrower wishes to replace the Loans or Commitments with ones having different terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance notice to the Lenders, instead of prepaying the Loans or reducing or terminating the Commitments to be replaced, to (a) require the Lenders to assign such Loans or Commitments to the Administrative Agent or its designees and (b) amend the terms thereof in accordance with Section 10.09 (with such replacement, if applicable, being deemed to have been made pursuant to Section 10.09(4)). Pursuant to any such assignment, all Loans and Commitments to be replaced shall be purchased at par (allocated among the Lenders in the same manner as would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrower, and for the avoidance of doubt, subject to Section 2.25), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to Section 10.06(2). By receiving such purchase price, the Lenders shall automatically be deemed to have assigned the Loans or Commitments pursuant to the terms of the form of Assignment and Acceptance attached hereto as Exhibit A-1, and accordingly no other action by such Lenders shall be required in connection therewith. The provisions of this paragraph (7) are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement.

(8) (a) No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with respect to any Assignee that becomes a Disqualified Institution after the applicable Trade Date, (x) such Assignee shall not retroactively be disqualified from becoming a Lender and (y) the execution by the Borrower of an Assignment and Acceptance with respect to such Assignee will not by itself result in such Assignee no longer being considered a Disqualified Institution. Any assignment in violation of this clause (8)(a) shall not be void, but the other provisions of this clause (8) shall apply.

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(b) If any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation of clause (a) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, at the sole expense and effort of the Disqualified Institution, upon notice to the applicable Disqualified Institution and the Administrative Agent, (A) terminate any Commitment of such Disqualified Institution, (B) in the case of outstanding Loans held by Disqualified Institutions, purchase or prepay such Loan by paying the lowest of (x) the principal amount thereof, (y) the amount that such Disqualified Institution paid to acquire such Loans and (z) the market price of such Loans (as reasonably determined by the Borrower), in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder and/or (C) require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.04), all of its interest, rights and obligations under this Agreement to one or more Assignees at the lowest of (x) the principal amount thereof, (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations and (z) the market price of such Loans or Commitments (as reasonably determined by the Borrower), in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.

(c) Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (x) have the right to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and (y) for purposes of voting on any Plan of Reorganization, each Disqualified Institution party hereto hereby agrees (1) not to vote on such Plan of Reorganization, (2) if such Disqualified Institution does vote on such Plan of Reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (3) not to contest any request by any party for a determination by any applicable court of competent jurisdiction, including a bankruptcy court with jurisdiction over any Loan Party in an insolvency or liquidation proceeding effectuating the foregoing clause (2).

(d) The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to provide the list of Disqualified Institutions to each Lender requesting the same; provided that the Lenders shall not be restricted from participating their obligations in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of their Commitments and the Loans owing to it) to Disqualified Institutions if the Borrower has not provided the list of Disqualified Institutions upon request.

(9) [Reserved].

(10) [Reserved].

(11) [Reserved].

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(12) [Reserved].

(13) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Company, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that (x) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower hereunder, (y) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender) and (z) the Granting Lender shall for all purposes remain the Lender of record hereunder. In addition, notwithstanding anything to the contrary contained in this Section 10.04, any SPC may (A) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (B) disclose on a confidential basis any non- public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.

(14) Notwithstanding anything to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to any Purchasing Borrower Party; provided that:

(a) the assigning Lender and the Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute and deliver to the Administrative Agent a Purchasing Borrower Party Assignment and Acceptance in lieu of an Assignment and Acceptance;

(b) such assignment shall be made pursuant to (i) an open market purchase on a non-pro rata basis or (ii) a Dutch Auction open to all Lenders of the applicable Class on a pro rata basis;

(c) any Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of such assignment and will thereafter no longer be outstanding for any purpose hereunder;

(d) at the time of and immediately after giving effect to any such purchase, no Specified Event of Default shall exist;

(e) the applicable Purchasing Borrower Party shall not be required to represent or warrant that it is not in possession of material Non-Public Information with respect to Holdings, the Borrower and/or any Subsidiary thereof and/or their respective securities and the assignor will deliver to such Purchasing Borrower Party customary written assurance that it is a sophisticated investor and is willing to proceed with the assignment;

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(f) the aggregate outstanding principal amount of the Term Loans of the applicable Class shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans purchased pursuant to this Section 10.04(14) and each principal repayment installment with respect to the Term Loans of such Class shall be reduced as directed by the Borrower;

(g) no proceeds of loans under the ABL Credit Agreement shall be used to fund any such purchases;

(h) all parties to any such assignment shall render customary “big boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Acceptance; and

(i) The benefit of the Belgian Transaction Security and of the Belgian Security Documents shall automatically transfer to any assignee or transferee (by way of novation or otherwise) of part or all of the obligations expressed to be secured by the Belgian Transaction Security. For the purpose of article 5.247 of the Belgian Civil Code (and, to the extent applicable, any similar provisions of foreign law), the Collateral Agent, the other Secured Parties and each of the Obligors hereby expressly reserve the preservation of the Belgian Transaction Security and of the Belgian Security Documents in case of assignment, novation, amendment or any other transfer or change of the obligations expressed to be secured by the Belgian Transaction Security (including, without limitation, an extension of the term or an increase of the amount of such obligations or the granting of additional credit) or of any change of any of the parties to this Agreement or any other Loan Document.

SECTION 10.05 Equitably Subordinated Parties In this Section 10.5:

“Equitably Subordinated Party” means any Lender whose commitments in relation to the Obligations, any other participation rights (including by way of subparticipation) or any other rights and claims under the Loan Documents against a German Loan Party or a security grantor incorporated or established under the laws of Germany which, prior to or in an insolvency of such German Loan Party or security grantor, would be subordinated or could be subject to potential avoidance claims pursuant to section 39 para. 1 no. 5, section 39 para. 2 or section 135 of the German Insolvency Code (Insolvenzordnung) or section 6 or section 6a of the German Avoidance Act (Anfechtungsgesetz).

“Equitably Subordinated Liabilities” means the Obligations owed to an Equitably Subordinated Party.

(1) To the extent that the recoveries held by the Administrative Agent are insufficient to discharge the Obligations owed to all the creditors in any priority class and this is due to any Equitably Subordinated Party being part of that class of creditors, the amount to be applied by the Administrative Agent in discharge of the liabilities of that class of creditors shall be distributed to the other creditors of that class and the Equitably Subordinated Party shall not be entitled to receive any part of that amount.

(2) An Equitably Subordinated Party shall not have the benefit, but only the obligations, of any sharing provisions under the Loan Documents and shall not be entitled to receive any payment, and the Administrative Agent shall not be required to make any payment to the Equitably Subordinated Party, under or in connection with the Loan Documents in respect of any Equitably Subordinated Liabilities.

(3) To the extent that any Equitably Subordinated Liabilities would result in the subordination of the Obligations towards any (other) Lender under any Loan Document pursuant to section 39 para. 1 no. 5 of the German Insolvency Code (Insolvenzordnung) or prejudice the validity or enforceability of any Collateral or guarantee and/or indemnity provided to any creditor pursuant to the Loan Documents in any way the relevant Equitably Subordinated Party shall be deemed not to be a Lender under any Collateral and shall not benefit from the Collateral or guarantee and/or indemnity.

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(4) Each Equitably Subordinated Party agrees that to the extent and for so long as its Commitment, participation or sub-participation or other agreement or arrangement relating to a Commitment, including following the assignment of a Commitment, could result in the subordination of claims of any other Lender pursuant to any law regarding the subordination of shareholder loans or prejudice or adversely affect the Collateral or guarantee and indemnity under this Agreement (or their enforceability) in any way, the relevant Equitably Subordinated Party shall not be a secured or guaranteed party (however described) under and for the purposes of any Loan Document and no amount owing to it under any Loan Document shall be secured by the Collateral (unless the subordination ceases to apply or subsequently or at the same time applies to the Lenders generally (other than where such subordination of the Lenders generally is caused by an assignment of a Commitment by a Equitably Subordinated Party)).

SECTION 10.06 Expenses; Indemnity.

(1) If the Transactions are consummated and the Closing Date occurs, the Borrower agrees to pay all reasonable, documented and invoiced out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent and the Lead Arrangers in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent and the Collateral Agent (and, in the case of enforcement of this Agreement and each Lender) in connection with the syndication of the initial Term Facility, preparation, execution and delivery, amendment, modification, waiver or enforcement of this Agreement and any of the other Loan Documents (including expenses incurred in connection with due diligence (including third party expenses) or in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof (limited in the case of legal fees and expenses, to the reasonable and documented legal fees of a single firm of counsel for the Administrative Agent, the Collateral Agent and the Lead Arrangers, taken as a whole, and, if necessary, one firm of counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent and the Lead Arrangers, taken as a whole, (and, in the case of an actual or perceived conflict of interest, where the party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of an additional counsel for each group of conflicted persons similarly situated, taken as a whole) and in the case of enforcement, limited to, to the reasonable and documented legal fees of a single firm of counsel for the Administrative Agent, the Collateral Agent, Lead Arrangers and the Lenders, taken as a whole, and, if necessary, one firm of counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for the Administrative Agent, the Collateral Agent, Lead Arrangers and the Lenders, taken as a whole, (and, in the case of an actual or perceived conflict of interest, where the party affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of an additional counsel for each group of conflicted persons similarly situated, taken as a whole)).

(2) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Lead Arrangers, each Lender, each of their respective Affiliates and each of their respective directors, officers, employees, agents, advisors, attorneys-in-fact, controlling Persons, equityholders, partners, members and other representatives and each of their respective successors and permitted assigns (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable, documented and invoiced out-of-pocket fees and expenses (limited in the case of legal fees and expenses to reasonable and documented legal fees of a single firm of counsel for all Indemnitees, taken as a whole, and, if necessary, one firm of counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees taken as a whole (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of an additional counsel for each group of affected Indemnitees similarly situated, taken as a whole)), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of:

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(a) the execution, enforcement or delivery of this Agreement or any other Loan Document, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated hereby and administration and enforcement of the Loan Documents;

(b) the use of the proceeds of the Loans;

(c) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by Holdings, the Borrower or any of their Restricted Subsidiaries or Affiliates or creditors; or

(d) any Environmental Liability that is related in any way to the Borrower or any of the Restricted Subsidiaries or to any actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any current or former property of the Borrower or any Restricted Subsidiaries;

provided that no Indemnitee will be indemnified for any loss, claim, damage, liability, cost or expense to the extent it (i) has been determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties or (B) a material breach of the obligations of such Indemnitee or any of its Related Parties under the Loan Documents or (ii) relates to any proceeding between or among Indemnitees other than (A) claims against Administrative Agent, the Collateral Agent or the Lead Arrangers or their respective Affiliates, in each case, in their capacity or in fulfilling their role as the agent or arranger, syndication agent or documentation agent or any other similar role under the initial Term Facility (excluding their role as a Lender) to the extent such Persons are otherwise entitled to receive indemnification under this paragraph (2) or (B) claims arising out of any act or omission on the part of Holdings, the Borrower or their Restricted Subsidiaries.

(3) Any indemnification or payments required by the Loan Parties under Section 10.06(2) shall not apply with respect to (a) Taxes other than any Taxes that represent losses, claims, damages, liabilities, etc. arising from any non-Tax claim or (b) Taxes that are duplicative of any indemnification or payments required by the Loan Parties under Section 2.18.

(4) To the fullest extent permitted by applicable law, none of Holdings, the Borrower, the Administrative Agent, the Collateral Agent. any Lender, any other party hereto or any Indemnitee shall assert, and each hereby waive, any claim against any other such Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Commitment, any Loan or the use of the proceeds thereof. None of Holdings, the Borrower or any Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby; provided that, nothing in this clause (4) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

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(5) Notwithstanding the foregoing, each Indemnitee will be obligated to refund and return promptly any and all amounts paid by the Borrower pursuant to clause (2) above to such Indemnitee for any such losses, claims, damages, liabilities and expenses to the extent it has been determined by a court of competent jurisdiction in a final, non-appealable judgment that such Indemnitee is not entitled to payment of such amounts in accordance with the terms of this Section 10.06.

(6) The Borrower will not be liable for any settlement of any claim, litigation, investigation or proceeding effected without its written consent (which consent will not be unreasonably withheld, delayed or conditioned), but if settled with the Borrower’s written consent or if there is a final and non-appealable judgment by a court of competent jurisdiction for the plaintiff against any Indemnitee in any such claim, litigation, investigation or proceeding, you agree to indemnify and hold harmless such Indemnitee in the manner set forth in clause (2) above.

(7) The agreements in this Section 10.06 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations and the termination of this Agreement. All amounts due under this Section 10.06 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

SECTION 10.07 Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender to or for the credit or the account of Holdings, the Borrower or any Subsidiary Loan Party against any of and all the Obligations of Holdings, the Borrower or any Subsidiary Loan Party now or hereafter existing under this Agreement or any other Loan Document held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although the Obligations may be unmatured. The rights of each Lender under this Section 10.07 are in addition to other rights and remedies (including other rights of set-off) that such Lender may have.

SECTION 10.08 Applicable Law. WITH THE EXCEPTION OF SECTION 9.02 WHICH SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF GERMANY, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN THE OTHER LOAN DOCUMENTS) AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (EXCEPT FOR (A) CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION; AND (B) SECTIONS 9.13 TO 9.16 OF THIS AGREEMENT AND ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH THAT SECTION, WHICH SHALL BE GOVERNED BY ENGLISH LAW (WITHOUT PREJUDICE TO THE FACT THAT THE REMAINDER OF THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK).

SECTION 10.09 Waivers; Amendment.

(1) No failure or delay of the Administrative Agent or any Lender in exercising any right or power hereunder or under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each Agent and the Lenders hereunder and under the other Loan Documents are

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cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by Holdings, the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (2) of this Section 10.09, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on Holdings, the Borrower or any other Loan Party in any case shall entitle such Person to any other or further notice or demand in similar or other circumstances.

(2) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except:

(a) as provided in Sections 2.22, 2.23 and 2.24;

(b) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders (or the Administrative Agent at the direction of the Required Lenders) (other than in the case of clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) below, which shall only require the consent of the Lenders expressly set forth therein); and

(c) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Required Lenders (other than in the case of clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) below, which shall only require the consent of the Lenders expressly set forth therein) or as otherwise provided therein;

provided, however, that except as provided in Section 2.22, 2.23 and 2.24, no such agreement shall:

(i) decrease, forgive, waive or excuse the principal amount of, or any interest on, or extend the final maturity of, or decrease the rate of interest on, any Loan beyond the applicable Maturity Date, without the prior written consent of each Lender directly and adversely affected thereby (it being understood that (i) any change to the definitions of First Lien Leverage Ratio, Secured Leverage Ratio, Total Leverage Ratio or Cash Interest Coverage Ratio or in the component definitions thereof shall not constitute, if applicable, a reduction in any rate of interest or any fees based thereon and (ii) waivers or modifications of any conditions precedent, covenants, Defaults or Events of Default (including any obligation to pay interest at the Default Rate) (other than (x) a Default resulting from the non-payment of any principal or interest on any Loan or other amounts when and as the same becomes due and payable or (y) an Event of Default under Section 8.01(2) and 8.01(3)) or mandatory prepayments or reductions shall not constitute a decrease or postponement of any date scheduled for the payment of principal, interest or fees);

(ii) increase or extend the Commitment of any Lender or decrease, forgive, waive or excuse the fees of any Lender or Agent without the prior written consent of such Lender (including any such Lender that is a Defaulting Lender) or Agent (it being understood that (x) waivers or modifications of any conditions precedent, covenants, Defaults or Events of Default (other than (x) a Default resulting from the non-payment of any principal or interest on any Loan or other amounts when and as the same becomes due and payable or (y) an Event of Default under Section 8.01(2) and 8.01(3)) or mandatory prepayments or reductions shall not constitute an increase or extension of the Commitments of any Lender or a decrease, forgiveness, waiver or excuse of fees;

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(iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date extend any date on which payment of principal or interest on any Loan or any Fee is due, without the prior written consent of each Lender (including any Lender that is a Defaulting Lender) directly and adversely affected thereby (it being understood that waivers or modifications of any conditions precedent, covenants, Defaults or Events of Default (other than (x) a Default resulting from the non-payment of any principal or interest on any Loan or other amounts when and as the same becomes due and payable or (y) an Event of Default under Section 8.01(2) and 8.01(3)) or mandatory prepayments or reductions shall not constitute an extension of the date of any such payment);

(iv) amend the provisions of Section 2.19(3) of this Agreement, Section 5.02 of the Collateral Agreement, Section 4.1 or 4.2 of the ABL Intercreditor Agreement or any analogous provision of any other Loan Document, in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender directly and adversely affected thereby;

(v) [reserved];

(vi) amend or modify the provisions of this Section 10.09 or the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender directly and adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date and this Section 10.09 may be amended to reflect the same);

(vii) unless pursuant to a transaction permitted by this Agreement (including Section 6.05) as in effect on the date hereof, release all or substantially all of the Collateral or release all or substantially all of the Guarantees provided by the Loan Parties under the Guaranty Agreement, in each case, without the prior written consent of each Lender; or

(viii) subordinate (x) the Liens securing any of the Obligations on all or substantially all of the Collateral to the Liens securing any other Indebtedness or other obligations or (y) any Obligations in contractual right of payment to any other debt or other Obligations, including any other class of Loans hereunder (any such other debt or other Obligations, to which such Liens securing any of the Obligations or such Obligations, as applicable, are subordinated, “Senior Indebtedness”), in either the case of subclause (x) or (y), without the consent of each Lender directly and adversely affected thereby, unless each such directly and adversely affected Lender has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the amount of Obligations that are adversely affected thereby held by each Lender) of the Senior Indebtedness on the same terms (including backstop fees, any arrangement or restructuring fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness (and, to the extent such adversely affected Xxxxxx decides to participate in the Senior Indebtedness, receives its pro rata share of the fees and any other similar benefit (including Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness) pursuant to a written offer made to each such adversely affected Lender describing the material terms of the arrangements pursuant to which the Senior Indebtedness is to be provided, which offer shall remain open to each adversely affected Lender for a period of not less than five (5) Business Days; provided, however, that if any such adversely affected Lender does not accept an offer to provide its pro rata share of such Senior Indebtedness within the time specified for acceptance in such offer being made, such adversely affected Lender shall be deemed to have declined such offer.

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provided that, no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 10.09 and any consent by any Lender pursuant to this Section 10.09 shall bind any assignee of such Lender.

(3) Without the consent of any Lender, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law.

(4) This Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

(5) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower may enter into Incremental Facility Amendments in accordance with Section 2.22, Refinancing Amendments in accordance with Section 2.23, Extension Amendments in accordance with Section 2.24, and such Incremental Facility Amendments, Extension Amendments and Refinancing Amendments shall be effective to amend the terms of this Agreement and the other applicable Loan Documents, in each case, without any further action or consent of any other party to any Loan Document.

(6) Notwithstanding the foregoing, any amendment or waiver that by its terms affects the rights or duties of Lenders holding Loans or Commitments of a particular Class (but not the rights or duties of Lenders holdings Loans or Commitments of any other Class) will, at the option of the Borrower, require only the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto if such Class of Lenders were the only Class of Lenders.

(7) Notwithstanding the foregoing, no Lender consent is required to effect any amendment, modification or supplement to the ABL Intercreditor Agreement, the Securitization Intercreditor Agreement, any Acceptable Intercreditor Agreement and/or any other subordination or intercreditor arrangements entered into in connection herewith (i) that is for the purpose of adding the holders of Indebtedness (or any Permitted Refinancing Indebtedness of the foregoing) (or a Debt Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, Acceptable Intercreditor Agreement or such other intercreditor arrangement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing), (ii) that is expressly contemplated by the ABL Intercreditor Agreement, the Securitization Intercreditor Agreement, any Acceptable Intercreditor Agreement and/or any other intercreditor arrangements entered into in connection herewith or (iii) that effects changes that are not material to the interests of the Lenders; provided that no such agreement shall directly and adversely amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable.

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(8) Notwithstanding the foregoing, this Agreement and any other Loan Document

(i) may be amended solely with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Lender if such amendment is delivered in order to correct, amend or cure any ambiguity, mistake, inconsistency or defect or correct any typographical or obvious error or other manifest error in any Loan Document or any necessary or desirable technical change (including, without limitation, to effect administrative changes of a technical or immaterial nature or incorrect cross references or similar inaccuracies in this Agreement or the applicable Loan Document),

(ii) may be amended in a manner that, in the reasonable opinion of the Borrower (in consultation with the Administrative Agent), is more favorable to the Lenders or any group of Lenders and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof or

(iii) may be amended with the consent of the Administrative Agent and the Borrower to the extent necessary to permit the introduction of structural and Tax considerations and collateral and guarantee arrangements (including collateral allocation mechanism arrangements) in connection with the execution of a Joinder Agreement.

Guarantees, collateral documents, security documents, intercreditor agreements, and related documents executed in connection with this Agreement may be in a form reasonably determined by the Administrative Agent or Collateral Agent, as applicable, and may be amended, modified, terminated or waived, and consent to any departure therefrom may be given, without the consent of any Lender if such amendment, modification, waiver or consent is given in order to (x) comply with local law or advice of counsel or (y) cause such guarantee, collateral document, security document or related document to be consistent with this Agreement and the other Loan Documents. The Borrower and the Administrative Agent may, without the consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may be necessary, advisable or appropriate in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Sections 2.22, 2.23 and 2.24.

(9) Notwithstanding anything to the contrary herein, the Fee Letters may be amended solely with the consent of the relevant parties thereto.

SECTION 10.10 Interest Rate Limitation.

(1) Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to such Lender, shall be limited to the Maximum Rate; provided that such excess amount shall be paid to such Lender on subsequent payment dates to the extent not exceeding the legal limitation. In no event will the total interest received by any Lender exceed the amount which it could lawfully have received and any such excess amount received by any Lender will be applied to reduce the principal balance of the Loans or to other amounts (other than interest) payable hereunder to such Lender, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining will be paid to the Borrower.

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(2) Notwithstanding the generality of Section 10.10(1), if any provision of this Agreement or of any of the other Loan Documents would obligate any Loan Party to make any payment of interest or other amount payable to the Lender in an amount or calculated at a rate which would result in receipt by any Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (1) firstly, by reducing the amount or rate of interest required to be paid to such Lender under Section 2, and (2) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to such Lender which would constitute “interest” for purposes of Section 347 of the Criminal Code (Canada). Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if such Lender shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), the Loan Parties shall be entitled, by notice in writing to such Lender, to obtain reimbursement from the Lender in an amount equal to such excess

SECTION 10.11 Entire Agreement. This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Fee Letters shall survive the execution and delivery of this Agreement and remain in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 10.12 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.12.

SECTION 10.13 Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 10.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 10.03. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or electronic mail that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this

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Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 10.15 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 10.16 Jurisdiction; Consent to Service of Process.

(1) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof (collectively, “New York Courts”), in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction, except that each of the Loan Parties agrees that (a) it will not bring any such action or proceeding in any court other than New York Courts (it being acknowledged and agreed by the parties hereto that any other forum would be inconvenient and inappropriate in view of the fact that more of the Lenders who would be affected by any such action or proceeding have contacts with the State of New York than any other jurisdiction), and (b) in any such action or proceeding brought against any Loan Party in any other court, it will not assert any cross-claim, counterclaim or setoff, or seek any other affirmative relief, except to the extent that the failure to assert the same will preclude such Loan Party from asserting or seeking the same in the New York Courts.

(2) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

SECTION 10.17 Confidentiality. Each of the Lenders and each of the Agents agrees (and agrees to cause each of its Affiliates) to use all information provided to it by or on behalf of Holdings, the Borrower or its Restricted Subsidiaries under the Loan Documents or otherwise in connection with the Transactions solely for the purposes of the transactions contemplated by this Agreement and the other Loan Documents and shall not publish, disclose or otherwise divulge such information, (other than information that:

(1) has become generally available to the public other than as a result of a disclosure by such party;

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(2) has been independently developed by such Lender or the Administrative Agent without violating this Section 10.17; or

(3) was available to such Lender or the Administrative Agent from a third party having, to such Person’s knowledge, no obligations of confidentiality to Holdings or any other Loan Party);

(4) and shall not reveal the same other than to its directors, trustees, officers, employees and advisors with a need to know or to any Person that approves or administers the Loans or Commitments on behalf of such Lender or any numbering, administration or settlement service providers (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 10.17), except:

(a) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, in which case such Person agrees, to the extent practicable and not prohibited by applicable law, to inform the Borrower promptly thereof prior to disclosure;

(b) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or any bank accountants or bank regulatory authority or self-regulatory authority exercising examination or regulatory authority, in which case (except with respect to any audit or examination conducted by any such bank accountant or bank regulatory authority) such Person agrees, to the extent practicable and not prohibited by applicable law, to inform the Borrower promptly thereof prior to disclosure;

(c) to its parent companies, Affiliates or auditors (so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 10.17);

(d) in order to enforce its rights under any Loan Document in a legal proceeding;

(e) to any pledgee or assignee under Section 10.04(5) or any other prospective or actual Assignee of, or prospective or actual Participant in, any of its rights under this Agreement (so long as such Person shall have been instructed to keep the same confidential in accordance with this Section 10.17); and

(f) to any direct or indirect contractual counterparty in Hedge Agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 10.17).

Notwithstanding the foregoing, no such information shall be disclosed to a Disqualified Institution that constitutes a Disqualified Institution at the time of such disclosure without the Borrower’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

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SECTION 10.18 Platform; Borrower Materials. The Borrower hereby acknowledges that (1) the Administrative Agent or the Lead Arrangers will make available to the Lenders materials or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (2) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material Non-Public Information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that:

(a) all such identified Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page thereof;

(b) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers and the Lenders to treat the Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws;

(c) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and

(d) the Administrative Agent and the Lead Arrangers shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”

Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC” unless the Borrower notifies the Administrative Agent that any such document contains MNPI: (1) the Loan Documents, (2) any notification of changes in the terms of the Term Loans, (3) any notification of the identity of Disqualified Institutions and (4) all information delivered pursuant to clauses (1), (2) and (3) of Section 5.04.

SECTION 10.19 Release of Liens and Guarantees. Each of the Lenders (including in their capacities as potential or actual Qualified Counterparties party to a Specified Hedge Agreement and potential or actual Cash Management Banks holding to a Cash Management Obligations) and Agents hereby irrevocably:

(1) agree that the Liens granted to the Administrative Agent or the Collateral Agent by the Loan Parties on any Collateral shall be immediately and automatically released, in each case, without any further action by any Person:

(a) upon the occurrence of the Termination Date;

(b) upon the sale, assignment, disposition, distribution or other transfer of such Collateral as part of or in connection with any transaction permitted hereunder (including, for the avoidance of doubt, pursuant to a Third-Party Vendor Financing Program), in each case to a Person that is not a Loan Party;

(d) to the extent such Collateral is or becomes an Excluded Asset as a result of an occurrence not prohibited hereunder;

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(e) to the extent such Collateral is owned by a Subsidiary Loan Party, upon release of such Subsidiary Loan Party from its guarantee obligations under the Guaranty pursuant to clause (3) below; and

(f) [reserved];

(2) agree that a Guarantor (other than Holdings) shall be immediately and automatically released, in each case, without any further action by any Person, from any applicable Guaranty and its obligations thereunder if such Person ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary as a result of an occurrence, transaction or designation permitted hereunder;

(3) authorize the Administrative Agent and the Collateral Agent, and each of the Administrative Agent and the Collateral Agent shall be required to, to the extent requested by any Borrower or to the extent provided for under this Agreement, establish intercreditor arrangements (including Acceptable Intercreditor Agreements) as contemplated by this Agreement; and

(4) [reserved].

In each case as specified in this Section 10.19, the Administrative Agent will (and each Lender (including in their capacities as potential or actual Qualified Counterparties and potential or actual Cash Management Banks), and Agent irrevocably authorizes the Administrative Agent to), at the Borrower’s sole cost and expense, promptly execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Security Documents, or to evidence the release of such Guarantor from its guarantee obligations under the Guaranty, in each case, in accordance with the terms of the Loan Documents and this Section 10.19. Each of the Collateral Agent and the Administrative Agent shall be entitled to rely and shall rely exclusively on such Responsible Officer’s certification and the Collateral Agent and the Administrative Agent will be fully exculpated from any liability and shall be fully protected and shall not have any liability whatsoever to any Secured Party as a result of such reliance or the consummation of any release or subordination. Additionally, the Administrative Agent and Collateral Agent shall promptly return any possessory collateral to the Borrower in connection with the releases of Collateral and Guarantors contemplated by this Section 10.19.

SECTION 10.20 USA PATRIOT Act and Beneficial Ownership Regulation Notice. Each Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act and Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies each Loan Party including Beneficial Ownership, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party and Beneficial Ownership in accordance with each of the USA PATRIOT Act and applicable Beneficial Ownership Regulation. Each Loan Party acknowledges that, pursuant to CAML, the Lenders and Administrative Agent may be required to obtain, verify and record information regarding the Loan Parties, their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of such Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested by any Lender or the Administrative Agent, or any prospective assignee or participant of a Lender or the Agent, in order to comply with any applicable CAML, whether now or hereafter in existence.

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SECTION 10.21 Security Documents and Intercreditor Agreements.

(a) Each Lender hereunder and each other Secured Party (by accepting the benefits of the Security Documents):

(i) consents to the creation of Liens on the Collateral pursuant to the ABL Loan Documents, which Liens will be subject to the terms and conditions of the ABL Intercreditor Agreement;

(ii) consents to the subordination of Liens provided for in an Acceptable Intercreditor Agreement;

(iii) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the ABL Intercreditor Agreement, the Securitization Intercreditor Agreement and any other any Acceptable Intercreditor Agreement (if entered into); and

(iv) authorizes and instructs the Administrative Agent to enter into the ABL Intercreditor Agreement as “Initial Senior Term Loan Agent” and the Securitization Intercreditor Agreement as “Additional ABL Agent”, in each case, and on behalf of such Lender.

(b) The parties hereto authorize the Administrative Agent to enter into the ABL Intercreditor Agreement, the Securitization Intercreditor Agreement and any Acceptable Intercreditor Agreement.

(c) The Administrative Agent may from time to time enter into a modification of any Acceptable Intercreditor Agreement or the Securitization Intercreditor Agreement, as the case may be, so long as the Administrative Agent reasonably determines that such modification is consistent with the terms of this Agreement.

(d) The parties hereto (including each Secured Party (by accepting the benefits of the Security Documents)) agree that in the event of any conflict between any Acceptable Intercreditor Agreement or the Securitization Intercreditor Agreement and this Agreement or the Security Documents, that the terms of such Acceptable Intercreditor Agreement or the Securitization Intercreditor Agreement shall govern and control.

SECTION 10.22 [Reserved].

SECTION 10.23 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings and the Borrower acknowledge and agree that: (1) (a) the arranging and other services regarding this Agreement provided by the Agents, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between Holdings and the Borrower, on the one hand, and the Agents, the Lead Arrangers and the Lenders, on the other hand; (b) the Borrower and Holdings have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate; and (c) the Borrower and Holdings are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (2) (a) each Agent, each Lead Arranger and each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, Holdings or any other Person and (b) none of the Agents, Lead Arrangers or Lenders has any obligation to the Borrower, Holdings or any of their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (3) the Agents, the Lead Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from

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those of the Borrower, Holdings and their respective Affiliates, and none of the Agents, any Lead Arranger or any Lender has any obligation to disclose any of such interests to the Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and Holdings hereby waives and releases any claims that it may have against the Agents, the Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

SECTION 10.24 Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans or Commitments in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

SECTION 10.25 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of a Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(1) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(2) the effects of any Bail-in Action on any such liability, including, if applicable:

(a) a reduction in full or in part or cancellation of any such liability;

(b) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(c) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

SECTION 10.26 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent

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as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

SECTION 10.27 Hypothecary Representative. For greater certainty and without limiting the power of the Administrative Agent hereunder or under any other Loan Document, the Administrative Agent and each Lender hereby appoints and authorizes Xxxxxxxxx Finance LLC, to act as hypothecary representative within the meaning of Article 2692 of the Civil Code of Quebec (in such capacity, the “Hypothecary Representative”) of the Administrative Agent and the Lenders for the purposes of holding any security granted by any Loan Party pursuant to the laws of the Province of Quebec and to exercise such rights and duties as are conferred upon the Hypothecary Representative thereunder and under applicable laws (with the power to delegate any such rights and duties as appropriate). Xxxxxxxxx Finance LLC, the Administrative Agent and each of the Lenders xxxxxx confirms and agrees to such appointment and each Person who is or becomes the Administrative Agent or a Xxxxxx xxxxxxxxx (including by its execution of an assignment and assumption agreement) shall be deemed to have consented to and ratified the foregoing appointment of the Hypothecary Representative and to have ratified all actions taken by the Hypothecary Representative prior to such date. For greater certainty, the Hypothecary Representative shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of the Collateral Agent in this Agreement, which shall apply mutadis mutandis. In the event of the resignation and appointment of a successor Collateral Agent (which shall include its resignation as Hypothecary Representative), such successor Collateral Agent shall also act as the Hypothecary Representative unless and until a successor hypothecary representative is otherwise appointed.

SECTION 10.28 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to any Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, such Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to any Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to any Agent or any Lender in such currency, such Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law). All of the Borrower’s obligations under this Section shall survive termination of the Commitments and repayment of all other Obligations hereunder.

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SECTION 10.29 Parallel Liability.

In this Section:

“Corresponding Liabilities” means all present and future Obligations of the Loan Parties under or in connection with this Agreement and the other Loan Documents, but excluding its Parallel Liability.

“Parallel Liability” means a Loan Party’s undertaking pursuant to this Section 10.29.

Each Loan Party irrevocably and unconditionally undertakes to pay to the Collateral Agent an amount equal to the aggregate amount of its Corresponding Liabilities (as these may exist from time to time).

(1) The Parties agree that:

(a) a Loan Party’s Parallel Liability is due and payable at the same time as, for the same amount of and in the same currency as its Corresponding Liabilities;

(b) a Loan Party’s Parallel Liability is decreased to the extent that its Corresponding Liabilities have been irrevocably paid or discharged and its Corresponding Liabilities are decreased to the extent that its Parallel Liability has been irrevocably paid or discharged;

(c) a Loan Parties’ Parallel Liability is independent and separate from, and without prejudice to, its Corresponding Liabilities, and constitutes a single obligation of that Loan Party to the Collateral Agent (even though that Loan Party may owe more than one Corresponding Liability to the Lenders under the Loan Documents) and an independent and separate claim of the Collateral Agent to receive payment of that Parallel Liability (in its capacity as the independent and separate creditor of that Parallel Liability and not as a co-creditor in respect of the Corresponding Liabilities); and

(d) for purposes of this Section 10.29, the Administrative Agent acts in its own name and not as agent, representative or trustee of the Lenders and accordingly holds neither its claim resulting from the Parallel Liability nor any Security Documents securing the Parallel Liability on trust.

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


XEROX CORPORATION, as the Borrower

By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to First Lien Loan Credit Agreement]


XEROX HOLDINGS CORPORATION, as Holdings

By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title:	Executive Vice President and Chief Financial Officer

XEROX FINANCIAL SERVICES LLC, as a Guarantor

By:	/s/ Xxxxxx Xxxx
	Name: Xxxxxx Xxxx
	Title: Vice President and Treasurer

XEROX BUSINESS SOLUTIONS LLC, as a Guarantor

By:	/s/ Xxxx X. Xxxxx
	Name: Xxxx X. Xxxxx
	Title: Secretary

XEROX CANADA LTD., as a Guarantor

By:	/s/ Xxxx X. Xxxxx
	Name: Xxxx X. Xxxxx
	Title: Secretary

POWERLAND COMPUTERS LTD., as a Guarantor

By:	/s/ Xxxx X. Xxxxx
	Name: Xxxx X. Xxxxx
	Title: Secretary

[Signature Page to First Lien Loan Credit Agreement]


XEROX BUSINESS SOLUTIONS CANADA ULC, as a Guarantor

By:		/s/ Xxxx X. Xxxxx
		Name: Xxxx X. Xxxxx
		Title: Secretary

ALTODIGITAL NETWORKS LIMITED, as a Guarantor

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: UK Finance Director

ITEC CONNECT LTD, as a Guarantor

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: UK Finance Director

XEROX (UK) LIMITED, as a Guarantor

By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Managing Director

GO INSPIRE GROUP LIMITED, as a Guarantor

By:		/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Managing Director

[Signature Page to First Lien Loan Credit Agreement]


XEROX LIMITED, as a Guarantor

By:	/s/ Xxxxxxx Xxxxxxxxxx
	Name: Xxxxxxx Xxxxxxxxxx
	Title:	Deputy General Counsel, Commercial and International Operations

XEROX FINANCE LIMITED, as a Guarantor

By:	/s/ Xxxxx Xxxxxxxxx XxXxx
	Name: Xxxxx Xxxxxxxxx XxXxx
	Title: Head of Finance EMEA

[Signature Page to First Lien Loan Credit Agreement]


XXXXXXXXX FINANCE LLC as Administrative Agent and a Lender

By:		/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Managing Director

[Signature Page to First Lien Loan Credit Agreement]

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FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of November 17, 2023 among XEROX CORPORATION, as the Borrower, XEROX HOLDINGS CORPORATION, as Holdings, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and JEFFERIES FINANCE LLC, as...

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