AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT

Exhibit 10.5

Execution Version

AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT

This AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT, dated as of January 12, 2024 (this “Amendment”), is entered into among CLARIOS INTERNATIONAL LP, a limited partnership organized under the laws of the Province of Ontario (“Holdings”), acting by its general partner CLARIOS INTERNATIONAL GP LLC (the “Holdings General Partner”), CLARIOS GLOBAL LP, a limited partnership organized under the laws of the Province of Ontario (the “Aggregator Borrower”), acting by its general partner CLARIOS GLOBAL GP LLC (the “Aggregator Borrower General Partner”), CLARIOS US FINANCE COMPANY, INC., a corporation organized under the laws of the State of Delaware (the “Co-Borrower” and, together with the Aggregator Borrower, the “Borrowers”), the other LOAN PARTIES party hereto, the entity listed under the caption “2024 Refinancing Term Lender” on the signature pages hereto (the “2024 Refinancing Term Lender”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS

WHEREAS, Holdings, the Aggregator Xxxxxxxx, the Co-Borrower, the Administrative Agent, the Lenders, the Issuing Banks and other parties from time to time party thereto have entered into that certain First Lien Credit Agreement, dated as of April 30, 2019 (as amended by that certain Amendment No. 1 to First Lien Credit Agreement dated as of March 5, 2021, as amended by that certain Refinancing and Incremental Amendment No. 2 to First Lien Credit Agreement dated as of March 14, 2023, as amended by that certain Amendment No. 3 to First Lien Credit Agreement dated as of May 4, 2023 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect immediately prior to the date hereof, the “Credit Agreement”, and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”);

WHEREAS, certain 2023 Term Lenders (the “Rollover Term Lenders”) have consented and agreed to the terms of that certain Cashless Rollover Letter (as defined below), dated as of the date hereof, by and among the Aggregator Borrower, the Administrative Agent and the Fronting Lenders (as defined therein) (the “Cashless Rollover Letter”) by delivering Rollover Consents (as defined in the Cashless Rollover Letter) consenting to, among other things, the terms of this Amendment and the Amended Credit Agreement;

WHEREAS, pursuant to Section 2.21 of the Credit Agreement, the Aggregator Borrower has requested that the 2024 Refinancing Term Lender make, and that the Rollover Term Lenders exchange the Existing Term Loans (as defined below) for, new term loans denominated in Dollars (the “2024 Refinancing Term Loans”) to the Borrowers in an aggregate principal amount of $2,743,125,000 (the “2024 Refinancing Term Loan Facility”) for the purpose of refinancing and replacing all of the 2023 Term Loans outstanding under the Credit Agreement immediately prior to the Fourth Amendment Effective Date (as defined below) (the “Existing Term Loans”), and the 2024 Refinancing Term Lender and the Rollover Term Lenders are willing to provide such 2024 Refinancing Term Loan Facility on the terms and conditions set forth in this Amendment;

WHEREAS, (i) as contemplated by Section 2.21 of the Credit Agreement, the parties hereto have agreed to amend certain terms of the Credit Agreement as hereinafter provided to give effect to the incurrence of the 2024 Refinancing Term Loans, (ii) this Amendment shall constitute a “Refinancing Amendment” with respect to the Credit Agreement and (iii) pursuant to Sections 2.21, 9.02(b) and 9.02(f) of the Credit Agreement, the provisions governing amendments to the Credit Agreement set forth in Section 2.21 supersede any provisions of Sections 2.18 or 9.02 to the contrary; and

WHEREAS, the 2024 Refinancing Term Lender and the Rollover Term Lenders are prepared to provide the 2024 Refinancing Term Loan Facility and make the abovementioned amendments to the Credit Agreement, subject solely to the satisfaction (or waiver by the 2024 Refinancing Term Lender) of the conditions precedent to effectiveness set forth in Section 4 hereof (the “Conditions to Effectiveness”) and to become, if not already, a Term Lender for all purposes under the Amended Credit Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, the parties party hereto agree as follows:

Section 1. Defined Terms; Rules of Construction. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined, including the terms used in the preamble and recitals hereto, shall have the meanings assigned to such terms in the Amended Credit Agreement. As used in this Amendment, “Loan Parties” shall include the Aggregator Borrower General Partner. The rules of construction specified in Article I of the Amended Credit Agreement shall apply to this Amendment, including the preamble and recitals hereto.

Section 2. 2024 Refinancing Term Loan Facility. Pursuant to Sections 2.21 and 9.02 of the Credit Agreement, on and as of the Fourth Amendment Effective Date (which date is January 12, 2024):

(a) (i) The 2024 Refinancing Term Lender hereby commits to provide 2024 Refinancing Term Loans to the Borrowers on the Fourth Amendment Effective Date in Dollars in the aggregate amount set forth opposite the 2024 Refinancing Term Lender’s name on Schedule A attached hereto (the “2024 Refinancing Term Commitment”) and (ii) each Rollover Term Lender commits and agrees to exchange the principal amount of its Existing Term Loans for 2024 Refinancing Term Loans on the Fourth Amendment Effective Date in accordance with the Cashless Rollover Letter and its Rollover Consent, to the extent of such Rollover Term Lender’s Allocated Amount (as defined in the Cashless Rollover Letter, its “Allocated Amount”), in each case pursuant to the provisions of Section 1.08 and Section 2.21 of the Credit Agreement, on the terms set forth herein and in the Amended Credit Agreement. The 2024 Refinancing Term Loans shall be deemed to be “2023 Term Loans” for purposes of the Amended Credit Agreement, having terms and provisions identical to those applicable to the Existing Term Loans, except as set forth herein and in the Amended Credit Agreement.

(b) The 2024 Refinancing Term Lender, the Administrative Agent and the Loan Parties party hereto agree that this Amendment shall constitute a Refinancing Amendment pursuant to and in accordance with Section 2.21 of the Amended Credit Agreement.

(c) The 2024 Refinancing Term Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and/or the Amended Credit Agreement, (iii) appoints and authorizes the Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement, the Amended Credit Agreement and/or the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and/or the Amended Credit Agreement are required to be performed by it as a Term Lender.

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(d) For purposes of the Amended Credit Agreement, the initial notice address of the 2024 Refinancing Term Lender shall be as set forth below its signature below or as otherwise notified to the Aggregator Borrower and the Administrative Agent.

(e) The 2024 Refinancing Term Lender shall have delivered to the Administrative Agent such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such 2024 Refinancing Term Lender may be required to deliver to the Administrative Agent pursuant to Section 2.17 of the Credit Agreement.

(f) Immediately upon the occurrence of the Fourth Amendment Effective Date, the Administrative Agent will record the 2024 Refinancing Term Loans made by the 2024 Refinancing Term Lender in the Register.

Section 3. Amendments to Credit Agreement. Pursuant to Sections 2.21 and 9.02 of the Credit Agreement, on and as of the Fourth Amendment Effective Date, the Credit Agreement is amended to (i) delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Credit Agreement attached as Exhibit A hereto and (ii) supplement Schedule 2.01(a) thereof with Schedule 2.01(a) attached hereto.

Section 4. Conditions to Effectiveness. The effectiveness of the amendments pursuant to Section 3 above, and the obligation of the 2024 Refinancing Term Lender to make, and the Rollover Term Lenders to exchange the Existing Term Loans for, the 2024 Refinancing Term Loans pursuant to Section 2 above, shall be subject solely to the satisfaction (or, in each case, waiver by the 2024 Refinancing Term Lender) of the following conditions (the date of such satisfaction (or waiver), the “Fourth Amendment Effective Date”):

(a) the Administrative Agent (or its counsel) shall have received from (i) each Loan Party party hereto, (ii) the 2024 Refinancing Term Lender and (iii) each other Lender that elects to become a party hereto (by electronic transmission or otherwise), either (x) an executed counterpart of this Amendment signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include a copy transmitted by facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart of this Amendment;

(b) the Administrative Agent shall have received (i) a Borrowing Request in respect of the 2024 Refinancing Term Loans not later than 1:00 p.m. one Business Day before the Fourth Amendment Effective Date as such time may be modified by the Administrative Agent and (ii) a prepayment notice in respect of the Existing Term Loans;

(c) substantially concurrently with the making of the 2024 Refinancing Term Loans, the Existing Term Loans (together with any accrued and unpaid interest thereon and all fees or premiums, if any, with respect thereto) shall be repaid or paid, as applicable, in full with the proceeds of the 2024 Refinancing Term Loans (including pursuant to the Cashless Rollover Letter) and, if necessary, cash on hand of the Borrowers;

(d) the Administrative Agent (or its counsel) shall have received customary written opinions of each of (i) Xxxxx Xxxx & Xxxxxxxx LLP, special New York counsel for the Loan Parties, (ii) Ashurst LLP, German counsel for the Loan Parties (but limited to issues of capacity of German Loan

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Parties), (iii) Buren N.V., Dutch counsel for the Loan Parties, (iv) Xxxxx, Xxxxxxx y Xxxxxxx, S.C., Mexican counsel for the Loan Parties (but limited to issues of capacity of the Mexican Loan Parties), (v) Torys LLP, Canadian counsel for the Loan Parties, (vi) Xxxxxx, Xxxxxxx, Arsht & Xxxxxxx LLP, Delaware counsel for the Loan Parties and (vii) Xxxxxxx & Xxxxx LLP, Wisconsin counsel for the Loan Parties;

(e) the Administrative Agent (or its counsel) shall have received a certificate of the Aggregator Borrower, dated the Fourth Amendment Effective Date, certifying, to the extent reasonably required by the Administrative Agent (i) that either (x) attached thereto is a copy of each Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) there has been no change to such Organizational Document since last delivered to the Administrative Agent, (ii) to the extent not previously delivered to the Administrative Agent and required in respect of a Responsible Officer executing this Amendment, as to the signature and incumbency of the Responsible Officers of each Loan Party, (iii) that attached thereto are resolutions of the Board of Directors or, to the extent applicable, of the shareholders of each Loan Party approving, or general powers-of-attorney permitting, and authorizing the execution, delivery and performance of this Amendment, solely to the extent execution and delivery of this Amendment is not authorized by prior resolutions of the applicable Loan Party and (iv) that attached thereto are good standing certificates (to the extent such concept exists) (or the equivalent for any non-U.S. jurisdiction (to the extent such concept exists)) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation;

(f) on and as of the Fourth Amendment Effective Date, after giving effect to this Amendment, no Specified Event of Default shall be continuing;

(g) the Administrative Agent shall have received, at least two Business Days prior to the Fourth Amendment Effective Date, all documentation and other information about any Loan Party required by United States or Canadian regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including, without limitation, Title III of the USA Patriot Act and the Canadian AML Act and, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent shall have received either (x) a Beneficial Ownership Certification in relation to each Borrower or (y) confirmation from the Aggregator Borrower that the most recent Beneficial Ownership Certificate delivered to the Administrative Agent remains true and correct in all material respects, in each case, as reasonably requested by the Administrative Agent in writing at least five Business Days prior to the Fourth Amendment Effective Date; and

(h) prior to or substantially concurrently with the Fourth Amendment Effective Date, the Administrative Agent shall have received all fees and expenses due and payable on or prior to the Fourth Amendment Effective Date (or made arrangements therefor satisfactory to the Administrative Agent), including reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent, to the extent invoiced at least two Business Days prior to the Fourth Amendment Effective Date and required to be paid pursuant to Section 9.03 of the Credit Agreement.

By its execution and delivery of this Amendment, the Administrative Agent and the 2024 Refinancing Term Lender agree that each Condition to Effectiveness and all requirements of Section 2.21 of the Credit Agreement have been satisfied or waived by the 2024 Refinancing Term Lender. The Administrative Agent shall, at the Aggregator Xxxxxxxx’s request, confirm the occurrence of the Fourth Amendment Effective Date, and notwithstanding the foregoing, such confirmation and the effectiveness of this Amendment shall be conclusive and binding on each party to this Amendment and each Term Lender who has consented to the terms of this Amendment by delivering a Rollover Consent or otherwise.

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Section 5. Post-Closing Obligations. Holdings, the Aggregator Borrower and the Loan Parties (as applicable) shall execute and deliver the applicable documents, or take the applicable actions, as the case may be, set forth on Exhibit B hereto within the time periods set forth on Exhibit B (or by such later time as the Administrative Agent may agree in its reasonable discretion), in each case subject in all respects to the Agreed Security Principles and solely to the extent necessary to satisfy the Collateral and Guarantee Requirement.

Section 6. Effects of this Amendment.

(a) Except as expressly set forth herein, this Amendment shall not limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not (and shall not be deemed to) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements of the Borrowers contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed by the Loan Parties in all respects and shall continue in full force and effect. This Amendment shall not constitute a novation of the Credit Agreement or any of the Loan Documents. Except as expressly set forth herein, nothing herein shall (or shall be deemed to) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document in similar or different circumstances.

(b) From and after the Fourth Amendment Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall in each case be deemed a reference to the Amended Credit Agreement and (ii) all references in the Credit Agreement and each of the other Loan Documents shall be deemed to be references to the Amended Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

Section 7. Representations and Warranties. In order to induce the Administrative Agent, the 2024 Refinancing Term Lender and the Rollover Term Lenders to enter into this Amendment, the Borrowers represent and warrant to such Persons that:

(a) Each Loan Party party hereto has the corporate power or other organizational power and authority, as applicable, to execute, deliver and perform its obligations under this Amendment, the Amended Credit Agreement, and each other Loan Document to which it is party.

(b) This Amendment has been duly authorized, executed and delivered by each Loan Party party hereto and constitutes a legal, valid and binding obligation of the Loan Parties party hereto, enforceable against such Loan Parties in accordance with its terms, subject to the Legal Reservations.

(c) The execution, delivery and performance of the obligations under this Amendment (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for Perfection Requirements and other filings or actions necessary to perfect Liens created under the Loan Documents, (ii) will not violate (x) the Organizational Documents of Holdings, the Borrowers or any other Loan Party or (y) any material Requirements of Law applicable to Holdings, the Borrowers or any other Loan Party, (iii) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrowers or any other Loan Party or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrowers or any other Loan Party, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (iv) will not result in

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the creation or imposition of any Lien on any asset of Holdings, the Borrowers or any other Loan Party, except Liens created under the Loan Documents, the ABL Loan Documents, the Secured Notes Documents and other Liens permitted under Section 6.02 of the Amended Credit Agreement, except (in the case of each of clauses (i), (ii)(y), (iii) and (iv) above) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right or creation or imposition, as the case may be, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Section 8. Reaffirmation. By executing and delivering a copy hereof, (i) each Borrower and each other Loan Party hereby (A) agrees that all Loans (including, without limitation, the 2024 Refinancing Term Loans) are (or shall be) guaranteed pursuant to the Guarantee Agreement in accordance with the terms and provisions thereof and are (or shall be) secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Security Documents, (B) agrees that, after giving effect to this Amendment and the taking of the actions set forth on Exhibit B, the Guarantee Agreement and the Liens created pursuant to the Security Documents for the benefit of the Secured Parties (including, without limitation, the 2024 Refinancing Term Lender) continue to be in full force and effect, subject to the Perfection Requirements and permitted non-perfection and (C) affirms, acknowledges and confirms all of its obligations and liabilities under the Amended Credit Agreement, and each other Loan Document to which it is a party, all as provided in such Loan Documents (subject to the limitations therein), and acknowledges and agrees that such obligations and liabilities continue in full force and effect in respect of, and in the case of Liens arising under the Loan Documents to secure, the Secured Obligations under the Amended Credit Agreement and the other Loan Documents (including, without limitation, the Secured Obligations with respect to the 2024 Refinancing Term Loans), in each case after giving effect to this Amendment and the taking of the actions set forth on Exhibit B and subject to the Perfection Requirements and permitted non-perfection, and subject to the other terms thereof and limitations therein. Furthermore, each Loan Party hereby confirms that any Lien created by it under a Security Document governed by Dutch law has always been intended to extend to the obligations of the Secured Parties under the Loan Documents as amended and restated from time to time, including as amended by this Amendment, and shall so extend thereto in accordance with the terms of the Loan Documents.

Section 9. Miscellaneous.

(a) Entire Agreement; Amendment, Modification and Waiver. This Amendment, the Amended Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. This Amendment may not be amended, modified or waived except by an instrument or instruments in writing, in accordance with the provisions of Section 9.02 of the Amended Credit Agreement.

(b) Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

(c) Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Further, each Rollover Consent (as defined in the Cashless Rollover Letter) that includes a consent to the terms of this Amendment may be compiled with, and deemed to be a part of, this Amendment. Delivery of an executed signature page to this Amendment by facsimile or electronic transmission (e.g., “pdf” or “tif”)

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shall be effective as delivery of a manually executed counterpart hereof. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties hereto of a manually signed paper communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication converted into another format, for transmission, delivery and/or retention and, for the further avoidance of doubt, the words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment 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 and 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 state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Amendment. Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Amendment through electronic means and there are no restrictions for doing so in that party’s constitutive documents. This Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

(d) Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

(e) Miscellaneous Provisions. The provisions of Sections 9.09, 9.10 and 9.19 of the Amended Credit Agreement are hereby incorporated by reference and apply mutatis mutandis hereto.

(f) Arrangers. The arrangers of this Amendment are JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, Barclays Bank PLC, BMO Capital Markets Corp., BNP Paribas Securities Corp., BofA Securities, Inc. (or any of its affiliates designated to act in such capacity), CIBC World Markets Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Xxxxxxx Xxxxx Bank USA, HSBC Securities (USA) Inc., Royal Bank of Canada, Santander Bank, N.A., Standard Chartered Bank, TD Securities (USA) LLC, UBS Securities LLC, U.S. Bank National Association and Xxxxx Fargo Securities, LLC and the co-manager of this Amendment is ING Capital LLC.

[Signature Pages Follow]

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


CLARIOS INTERNATIONAL LP,
as Holdings and a Guarantor

By: CLARIOS INTERNATIONAL GP LLC, its general partner

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Director, Vice President and Secretary

CLARIOS GLOBAL LP,
as Aggregator Borrower and a Guarantor

By: CLARIOS GLOBAL GP LLC, its general partner

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

CLARIOS US FINANCE COMPANY, INC.,
as Co-Borrower and a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Director, Vice President and Secretary

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


CLARIOS, LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


CLARIOS GLOBAL GP LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

CLARIOS BCD LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

CLARIOS ADVANCED SOLUTIONS LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager

CLARIOS COMPONENTS, LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

CLARIOS INVESTMENT, LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


CLARIOS INTERSTATE BATTERY HOLDING LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

CPS TECHNOLOGY HOLDINGS LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

CLARIOS USA LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

CLARIOS APS PRODUCTION LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


CLARIOS EUROPEAN HOLDING LLC, as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

CLARIOS VENTURES HOLDINGS LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

CLARIOS NEW VENTURE INVESTMENT LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

CLARIOS NLI HOLDINGS LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


CLARIOS US VENTURES LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

CPS US TECHNOLOGY HOLDINGS LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

FLORIST VENTURES, LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager, Vice President and Secretary

CLARIOS INTERMEDIATE VENTURES LLC,
as a Guarantor

By:		/s/ Xxxxxxx Xxxxx
		Name: Xxxxxxx Xxxxx
		Title: Manager and President

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


CLARIOS NETHERLANDS HOLDING B.V.,
as a Guarantor

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Managing Director A

By:		/s/ X.X. Xxxxxxxx
		Name: X.X. Xxxxxxxx
		Title: Authorized Signatory

CLARIOS NETHERLANDS GLOBAL HOLDING B.V.,
as a Guarantor

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Managing Director A

By:		/s/ X.X. Xxxxxxxx
		Name: X.X. Xxxxxxxx
		Title: Authorized Signatory

CLARIOS NETHERLANDS LATAM HOLDING B.V.,
as a Guarantor

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Managing Director A

By:		/s/ X.X. Xxxxxxxx
		Name: X.X. Xxxxxxxx
		Title: Authorized Signatory

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


CLARIOS NETHERLANDS MEXICO HOLDING B.V.,
as a Guarantor

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Managing Director A

By:		/s/ X.X. Xxxxxxxx
		Name: X.X. Xxxxxxxx
		Title: Authorized Signatory

CLARIOS NETHERLANDS POWER SOLUTIONS B.V.,
as a Guarantor

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Managing Director A

By:		/s/ X.X. Xxxxxxxx
		Name: X.X. Xxxxxxxx
		Title: Authorized Signatory

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


CLARIOS RECYCLING GMBH, as a Guarantor

By:		/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director

By:		/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Managing Director

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


CLARIOS GERMANY HOLDING GMBH,
as a Guarantor

By:		/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Officer

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Officer

CLARIOS BETEILIGUNGS GMBH,
as a Guarantor

By:		/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Officer

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Officer

CLARIOS GERMANY GMBH & CO. KG,
as a Guarantor

By:		/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Officer

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Officer

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


CLARIOS MANAGEMENT GMBH, as a Guarantor

By:		/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Officer

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Officer

CLARIOS VARTA HANNOVER GMBH,
as a Guarantor

By:		/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Officer

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Officer

CLARIOS ZWICKAU GMBH & CO. KG,
Represented by its general partner Clarios Germany Holding GmbH as a GUarantor

By:		/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Officer

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Officer

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


XXXXXXX CONTROLS ENTERPRISES MÉXICO, S. DE X.X. DE C.V.,
as a Guarantor

By:		/s/ Xxxxxxxxx Xxxx Xxxxxx Xxxxx
		Name: Xxxxxxxxx Xxxx Xxxxxx Xxxxx
		Title: Attorney-in-Fact

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


SERVICIOS CORPORATIVOS LTH MÉXICO, S. DE X.X. DE C.V.,
as a Guarantor

By:		/s/ Xxxxxxxxx Xxxx Xxxxxx Xxxxx
		Name: Xxxxxxxxx Xxxx Xxxxxx Xxxxx
		Title: Attorney-in-Fact

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


CLARIOS MEXICO HOLDING BV,
as a Guarantor

By:		/s/ Xxxxxxxx Xxxxxx
		Name: Xxxxxxxx Xxxxxx
		Title: Managing Director A

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]


JPMORGAN CHASE BANK, N.A.
as Administrative Agent, Collateral Agent and the 2024 Refinancing Term Lender

By:		/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Executive Director

[Signature Page to Amendment No. 4 to First Lien Credit Agreement]

SCHEDULE A

2024 Refinancing Term Commitment

As of the Fourth Amendment Effective Date


2024 Refinancing Term Lender	Type of Commitment	Principal Amount
JPMORGAN CHASE BANK, N.A.	2024 Refinancing Term Commitment	$	109,043,870.42

EXHIBIT A

Amended Credit Agreement

[See attached.]

Execution Version

Conformed Credit Agreement

Reflecting Amendment No. 4

FIRST LIEN CREDIT AGREEMENT

originally dated as of

April 30, 2019

among

CLARIOS INTERNATIONAL LP

(f/k/a Clarios Power Solutions Holdings LP),

as Holdings,

CLARIOS GLOBAL LP

(f/k/a Panther BF Aggregator 2 LP),

as Borrower,

CLARIOS US FINANCE COMPANY, INC.

(f/k/a Panther Finance Company, Inc.),

as Co-Borrower,

the LENDERS and ISSUING BANKS party hereto,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent

JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC,

CREDIT SUISSE LOAN FUNDING LLC, CITIBANK, N.A.,

TD SECURITIES (USA) LLC, RBC CAPITAL MARKETS*, HSBC SECURITIES (USA) INC., DEUTSCHE BANK SECURITIES INC., BMO CAPITAL MARKETS CORP., THE BANK OF NOVA SCOTIA, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, XXXXXXX XXXXX BANK USA, BNP PARIBAS SECURITIES CORP., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, ING CAPITAL LLC and NATIXIS, NEW YORK BRANCH

as Lead Arrangers and Joint Bookrunners

*	RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.

TABLE OF CONTENTS


ARTICLE I DEFINITIONS		1

SECTION 1.01	Defined Terms	1

SECTION 1.02	Classification of Loans and Borrowings	108

SECTION 1.03	Terms Generally	108

SECTION 1.04	Accounting Terms; GAAP	109

SECTION 1.05	Effectuation of Transactions	111

SECTION 1.06	Currency Translation; Rates	111

SECTION 1.07	Timing of Payment of Performance	112

SECTION 1.08	Cashless Rollovers	112

SECTION 1.09	Certain Calculations and Tests	112

SECTION 1.10	Rounding	114

SECTION 1.11	Additional Currencies	114

SECTION 1.12	Certain Letter of Credit Determinations	115

SECTION 1.13	Release from Restrictions	116

SECTION 1.14	Guarantees and Collateral	116

SECTION 1.15	Additional Borrowers	116

SECTION 1.16	Quebec Matters	116

SECTION 1.17	Interest Rates; Benchmark Notification	117

SECTION 1.18	Benchmark Replacement	118

ARTICLE II THE CREDITS		121

SECTION 2.01	Commitments	121

SECTION 2.02	Loans and Borrowings	121

SECTION 2.03	Requests for Borrowings	123

SECTION 2.04	Letters of Credit	124

SECTION 2.05	Swingline Loans	129

SECTION 2.06	Funding of Borrowings	131

SECTION 2.07	Interest Elections	132

SECTION 2.08	Termination and Reduction of Commitments	133

SECTION 2.09	Repayment of Loans; Evidence of Debt	134

SECTION 2.10	Amortization of Term Loans	134

SECTION 2.11	Prepayment of Loans	135

SECTION 2.12	Fees	148

SECTION 2.13	Interest	149

SECTION 2.14	Alternate Rate of Interest	151



SECTION 2.15	Increased Costs	153

SECTION 2.16	Break Funding Payments	155

SECTION 2.17	Taxes	155

SECTION 2.18	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	160

SECTION 2.19	Mitigation Obligations; Replacement of Lenders	161

SECTION 2.20	Incremental Loans and Commitments	162

SECTION 2.21	Refinancing Amendments	167

SECTION 2.22	Defaulting Lenders	167

SECTION 2.23	Illegality	169

SECTION 2.24	Loan Modification Offers	170

SECTION 2.25	Permitted Debt Exchanges	171

ARTICLE III REPRESENTATIONS AND WARRANTIES		174

SECTION 3.01	Organization; Powers	174

SECTION 3.02	Authorization; Enforceability	175

SECTION 3.03	Compliance with Laws	175

SECTION 3.04	PATRIOT Act, Sanctions and Anti-Corruption	175

SECTION 3.05	Governmental Approvals; No Conflicts	175

SECTION 3.06	Financial Condition	176

SECTION 3.07	No Material Adverse Effect	176

SECTION 3.08	Litigation	176

SECTION 3.09	Properties	176

SECTION 3.10	Taxes	176

SECTION 3.11	ERISA; Foreign Pension Plans	177

SECTION 3.12	Federal Reserve Regulations	177

SECTION 3.13	Investment Company Status	177

SECTION 3.14	Disclosure	177

SECTION 3.15	Solvency	178

SECTION 3.16	Intellectual Property; Licenses, Etc.	178

SECTION 3.17	Labor Matters	178

SECTION 3.18	Environmental Matters	178

SECTION 3.19	Subsidiaries	178

SECTION 3.20	Security Interest in Collateral	178

ARTICLE IV CONDITIONS		179

SECTION 4.01	Closing Date	179

SECTION 4.02	Each Credit Extension	182


ARTICLE V AFFIRMATIVE COVENANTS		182

SECTION 5.01	Financial Statements and Other Information	183

SECTION 5.02	Notices of Material Events	186

SECTION 5.03	Information Regarding Collateral	186

SECTION 5.04	Existence; Conduct of Business	187

SECTION 5.05	Payment of Taxes, Etc.	187

SECTION 5.06	Maintenance of Properties	187

SECTION 5.07	Insurance	187

SECTION 5.08	Books and Records; Inspection and Audit Rights	188

SECTION 5.09	Compliance with Laws	188

SECTION 5.10	Use of Proceeds and Letters of Credit	189

SECTION 5.11	Additional Subsidiaries; Further Assurances	190

SECTION 5.12	Ratings	191

SECTION 5.13	Certain Post-Closing Obligations	191

SECTION 5.14	Designation of Subsidiaries	191

SECTION 5.15	Change in Nature of Business	191

SECTION 5.16	Accounting Changes	191

SECTION 5.17	Lender Calls	192

ARTICLE VI NEGATIVE COVENANTS		192

SECTION 6.01	Indebtedness; Certain Equity Securities	192

SECTION 6.02	Liens	198

SECTION 6.03	Fundamental Changes	202

SECTION 6.04	Investments, Loans, Advances, Guarantees and Acquisitions	203

SECTION 6.05	Asset Sales	209

SECTION 6.06	Holdings Covenant	214

SECTION 6.07	Negative Pledge	215

SECTION 6.08	Restricted Payments; Certain Payments of Indebtedness	217

SECTION 6.09	Transactions with Affiliates	223

SECTION 6.10	Financial Maintenance Covenant	225

ARTICLE VII EVENTS OF DEFAULT		225

SECTION 7.01	Events of Default	225

SECTION 7.02	Right to Cure	229

SECTION 7.03	Application of Proceeds	230


ARTICLE VIII THE ADMINISTRATIVE AGENT		231

ARTICLE IX MISCELLANEOUS		240

SECTION 9.01	Notices	240

SECTION 9.02	Waivers; Amendments	243

SECTION 9.03	Expenses; Indemnity; Damage Waiver	248

SECTION 9.04	Successors and Assigns	250

SECTION 9.05	Survival	260

SECTION 9.06	Counterparts; Integration; Effectiveness	261

SECTION 9.07	Severability	261

SECTION 9.08	Right of Setoff	261

SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process	262

SECTION 9.10	Waiver of Jury Trial	263

SECTION 9.11	Headings	263

SECTION 9.12	Confidentiality	263

SECTION 9.13	USA Patriot Act	265

SECTION 9.14	Judgment Currency	265

SECTION 9.15	Release of Liens and Guarantees	266

SECTION 9.16	No Fiduciary Relationship	267

SECTION 9.17	Permitted Intercreditor Agreements	267

SECTION 9.18	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	269

SECTION 9.19	Electronic Execution of Assignments and Certain Other Documents; Platform	269

SECTION 9.20	Other Agents and Arrangers	270

SECTION 9.21	Certain ERISA Matters	270

SECTION 9.22	Interest Rate Limitation	271

SECTION 9.23	Joint and Several Obligations	271

SECTION 9.24	Foreign Law Matters; Parallel Debt	273

SECTION 9.25	Acknowledgement Regarding Any Supported QFCs	273


SCHEDULES:

Schedule 1.01(a)	—	Agreed Security Principles
Schedule 1.01(b)	—	Excluded Accounts
Schedule 1.01(c)	—	Excluded Subsidiaries
Schedule 1.01(d) Schedule 1.01(e)	— —	Material Real Property Approved Counterparties
Schedule 1.01(f)	—	Cash Pooling Arrangements
Schedule 1.01(g)	—	Approved Letter of Credit Foreign Currencies
Schedule 1.01(h)	—	Existing Letters of Credit
Schedule 2.01(a)	—	Initial Dollar Term Commitment; Initial Euro Term Commitment
Schedule 2.01(b)	—	2023 Replacement RC Facility Commitments
Schedule 3.08	—	Litigation
Schedule 3.09 Schedule 3.18	— —	Property Encumbrances Environmental Matters
Schedule 3.19	—	Subsidiaries and Unrestricted Subsidiaries
Schedule 5.13	—	Certain Post-Closing Obligations
Schedule 6.01	—	Existing Indebtedness
Schedule 6.02	—	Existing Liens
Schedule 6.04(f)	—	Existing Investments
Schedule 6.05	—	Dispositions
Schedule 6.07(b)	—	Existing Restrictions
Schedule 6.09(viii)	—	Existing Affiliate Transactions

EXHIBITS:

Exhibit A	—	Form of Acceptance and Prepayment Notice
Exhibit B-1	—	Form of Assignment and Assumption
Exhibit B-2	—	Form of Affiliated Lender Assignment and Assumption
Exhibit C-1	—	Form of Borrowing Request
Exhibit C-2	—	Form of Letter of Credit Request
Exhibit D	—	Form of Discount Range Prepayment Notice
Exhibit E	—	Form of Discount Range Prepayment Offer
Exhibit F	—	Form of Interest Election Request
Exhibit G	—	Form of Compliance Certificate
Exhibit H	—	Form of Solicited Discounted Prepayment Notice
Exhibit I	—	Form of Solicited Discounted Prepayment Offer
Exhibit J	—	Form of Specified Discount Prepayment Notice
Exhibit K	—	Form of Specified Discount Prepayment Response
Exhibit L-1 to L-4	—	Forms of Tax Compliance Certificate
Exhibit M	—	Form of Intercompany Note
Exhibit N	—	Form of Promissory Note

ANNEXES:

Annex A	—	Certain Foreign Law Provisions and Parallel Debt

FIRST LIEN CREDIT AGREEMENT, dated as of April 30, 2019 (this “Agreement”), among CLARIOS INTERNATIONAL LP, a limited partnership organized under the laws of the Province of Ontario (“Holdings”), acting by its general partner CLARIOS INTERNATIONAL GP LLC (the “Holdings General Partner”), CLARIOS GLOBAL LP, a limited partnership organized under the laws of the Province of Ontario (the “Aggregator Borrower”), acting by its general partner CLARIOS GLOBAL GP LLC (the “Borrower General Partner”), CLARIOS US FINANCE COMPANY, INC., a corporation organized under the laws of the State of Delaware (the “Co-Borrower”), the LENDERS and ISSUING BANKS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Swingline Lender, Administrative Agent and Collateral Agent.

RECITALS

WHEREAS, the Borrower has requested that (a) substantially simultaneously with the consummation of the Acquisition, the Term Lenders extend to the Borrower (i) Initial Dollar Term Loans in an aggregate principal amount of $4,200,000,000 and (ii) Initial Euro Term Loans in an aggregate principal amount of €1,955,000,000, (b) the 2023 Replacement RC Facility Lenders provide 2023 Replacement RC Facility Commitments in an aggregate principal amount of $800,000,000, (c) the Issuing Banks agree to issue Letters of Credit in an aggregate amount available to be drawn not in excess of $300,000,000 and (d) the Swingline Lender provide Swingline Loans to the Borrower in an aggregate principal amount at any time outstanding not in excess of the Swingline Commitment;

WHEREAS, pursuant to Amendment No. 3, the Aggregator Xxxxxxxx has requested that the 2023 Term Lenders extend to the Borrowers 2023 Term Loans in an aggregate principal amount of $2,750,000,000, the proceeds of which will be used on the Amendment No. 3 Effective Date to repay in part the Amendment No. 1 Dollar Term Loans outstanding as of the Amendment No. 3 Effective Date, as set forth herein and therein;

WHEREAS, pursuant to Amendment No. 4, the Aggregator Xxxxxxxx has requested that the Amendment No. 4 Refinancing Lender make, and that the Amendment No. 4 Rollover Lenders exchange their 2023 Term Loans for, Amendment No. 4 Term Loans to the Borrowers in an aggregate principal amount of $2,743,125,000, the proceeds of which will be used on the Amendment No. 4 Effective Date to refinance and replace the 2023 Term Loans outstanding as of the Amendment No. 4 Effective Date, as set forth herein and therein; and

WHEREAS, the Lenders and the Issuing Banks are willing to provide such extensions of credit, subject to the terms and conditions of this Agreement.

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

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

“2023 Replacement RC Facility Availability Period” means the period from and including the Amendment No. 2 Effective Date to but excluding the earlier of the 2023 Replacement RC Facility Maturity Date and the date of termination of the 2023 Replacement RC Facility Commitments.

“2023 Replacement RC Facility Commitment” means, with respect to each 2023 Replacement RC Facility Lender, the commitment of such 2023 Replacement RC Facility Lender to acquire participations in Letters of Credit and Swingline Loans and to make 2023 Replacement RC Facility Loans hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such 2023 Replacement RC Facility Lender pursuant to an Assignment and Assumption or (ii) a Refinancing Amendment. The initial amount of each 2023 Replacement RC Facility Lender’s 2023 Replacement RC Facility Commitment is set forth on Schedule 2.01(b), or in the Assignment and Assumption pursuant to which such 2023 Replacement RC Facility Lender shall have assumed its 2023 Replacement RC Facility Commitment, as the case may be. The initial aggregate amount of all 2023 Replacement RC Facility Lenders’ 2023 Replacement RC Facility Commitments as of the Amendment No. 2 Effective Date is $800,000,000.

“2023 Replacement RC Facility Exposure” means, with respect to any 2023 Replacement RC Facility Lender at any time, the sum of (a) the Dollar Equivalents of such 2023 Replacement RC Facility Lender’s outstanding 2023 Replacement RC Facility Loans, (b) the Dollar Equivalents of such 2023 Replacement RC Facility Lender’s LC Exposure on account of its 2023 Replacement RC Facility Commitments and (c) such 2023 Replacement RC Facility Lender’s Swingline Exposure on account of its 2023 Replacement RC Facility Commitments.

“2023 Replacement RC Facility Lender” means a Lender with a 2023 Replacement RC Facility Commitment or, if the 2023 Replacement RC Facility Commitments have expired, a Lender with Aggregate Exposure in respect of 2023 Replacement RC Facility Commitments.

“2023 Replacement RC Facility Loans” means a Loan made on account of a 2023 Replacement RC Facility Commitment. The Loans made pursuant to Amendment No. 2 are 2023 Replacement RC Facility Loans.

“2023 Replacement RC Facility Maturity Date” means the earlier of (i) March 14, 2028 and (ii) the date (the “2023 Replacement RC Facility Springing Maturity Date”) that is 91 days prior to the scheduled final maturity date of any Material Indebtedness that is outstanding as of the Amendment No. 2 Effective Date (including, for the avoidance of doubt, (x) any tranche of Term Loans and (y) any series of Notes outstanding under the Notes Documents, in each case that are outstanding as of the Amendment No. 2 Effective Date); provided that the 2023 Replacement RC Facility Springing Maturity Date shall apply only to the extent that such Material Indebtedness continues to constitute Material Indebtedness as of the date of determination and has not been refinanced or otherwise extended such that the scheduled final maturity date thereof is no earlier than June 13, 2028.

“2023 Replacement RC Facility Springing Maturity Date” has the meaning assigned to such term in the definition of “2023 Replacement RC Facility Maturity Date”.

“2023 Term Commitment” means, with respect to each Term Lender, (i) prior to the Amendment No. 4 Effective Date, the commitment of such Term Lender, if any, to make 2023 Term Loans as set forth in Section 2.01(v) and Amendment No. 3 in an amount equal to the 2023 Term Commitment (as defined in Amendment No. 3) of such Term Lender and (ii) on and after the Amendment No. 4 Effective Date, the commitment of such Term Lender, if any, to make Amendment No. 4 Term Loans as set forth in Section 2.01(vi) and Amendment No. 4 in an amount equal to the 2024 Refinancing Term Commitment (as defined in Amendment No. 4) of such Term Lender, as applicable. As of the Amendment No. 3 Effective Date, the total 2023 Term Commitment is $2,750,000,000. As of the Amendment No. 4 Effective Date, the total 2023 Term Commitment (prior to giving effect to any Allocated Amount (as defined in Amendment No. 4)) is $2,743,125,000.

“2023 Term Facility” means the term loan facility represented by the 2023 Term Loans.

“2023 Term Lender” has the meaning assigned to the term “2023 Term Lender” in Amendment No. 3 (including, on and after the Amendment No. 4 Effective Date, the Amendment No. 4 Refinancing Lender and each Amendment No. 4 Rollover Lender).

“2023 Term Loans” means (i) prior to the Amendment No. 4 Effective Date, the term loans made to the Borrower pursuant to Section 2.01(v) and Amendment No. 3 and (ii) on and after the Amendment No. 4 Effective Date, the term loans made (or exchanged) to the Borrower pursuant to Section 2.01(vi) and Amendment No. 4.

“ABL Collateral Agent” means the “Collateral Agent” in respect of the ABL Facility.

“ABL Cash Management Obligations” means the “Secured Cash Management Obligations” (as defined in the ABL Credit Agreement).

“ABL Credit Agreement” means the ABL Credit Agreement, dated as of the Closing Date, among, inter alia, Holdings, the Borrower, the other Group Members party thereto, the issuing banks referred to therein and Citibank, N.A. as administrative agent and collateral agent, as amended, modified, supplemented, substituted, replaced, extended, renewed, restated or refinanced, in whole or in part, from time to time in accordance with the terms thereof and in accordance with the Initial Intercreditor Agreements, including any replacement or refinancing facility or indenture or other financing arrangement (including any successive replacement or refinancing facility or indenture or other financing arrangement) that increases or decreases the amount permitted to be borrowed thereunder or alters the maturity thereof and whether by the same or any other agent, lender or group of lenders and whether for the same or any other purpose, and any amendments, modifications, supplements, substitutions, replacements, extensions, renewals, restatements or refinancings of the foregoing (in which case, references herein to the ABL Credit Agreement shall be construed to be references to the equivalent provisions, if any, or any similar provisions, of the ABL Credit Agreement as so amended, modified, supplemented, substituted, replaced, extended, renewed, restated or refinanced (in each case, as the context may require)).

“ABL Facility” means the credit facilities established pursuant to the ABL Credit Agreement, including, for the avoidance of doubt, any ABL Incremental Facilities.

“ABL Incremental Facilities” means “Incremental Facilities” (as defined in the ABL Credit Agreement).

“ABL Intercreditor Agreement” means that certain ABL Intercreditor Agreement, dated as of the Closing Date, among, inter alia, Holdings, the Borrower, the Common Collateral Agent and the administrative agent for the ABL Facility, as amended, modified, supplemented, substituted, replaced or restated, in whole or in part, from time to time in accordance with the terms thereof.

“ABL Loan Documents” means the ABL Credit Agreement and the other “Loan Documents” (as defined in the ABL Credit Agreement).

“ABL Loans” means the “Loans” (as defined in the ABL Credit Agreement).

“ABL Other Secured Obligations” means “Other Secured Obligations” (as defined in the ABL Credit Agreement).

“ABL Priority Collateral” means the “ABL Priority Collateral” (as defined in the ABL Intercreditor Agreement).

“ABL Swap Obligations” means “Secured Swap Obligations” (as defined in the ABL Credit Agreement).

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

“ABR Loan” or “ABR Borrowing” means a Loan or Borrowing that bears interest at a rate determined by reference to the Alternate Base Rate.

“Acceptable Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(D)(2).

“Acceptable Intercreditor Agreement” means each Initial Intercreditor Agreement, a Market Intercreditor Agreement, or another intercreditor agreement that is reasonably satisfactory to the Administrative Agent (which may, if applicable and reasonably satisfactory to the Administrative Agent, consist of a collateral proceeds “waterfall” or, in the case of payment subordinated Indebtedness, a payment “waterfall”).

“Acceptable Prepayment Amount” has the meaning assigned to such term in Section 2.11(a)(ii)(D)(3).

“Acceptance and Prepayment Notice” means an irrevocable written notice, substantially in the form of Exhibit A, accepting a Solicited Discounted Prepayment Offer to make a Discounted Term Loan Prepayment at the discount specified therein pursuant to Section 2.11(a)(ii)(D).

“Acceptance Date” has the meaning assigned to such term in Section 2.11(a)(ii)(D)(2).

“Accepting Lenders” has the meaning assigned to such term in Section 2.24(a).

“Accounting Changes” has the meaning assigned to such term in Section 1.04(d).

“Acquired EBITDA” means, with respect to any Pro Forma Entity for any period, the amount for such period of Consolidated EBITDA of such Pro Forma Entity (determined as if references to Holdings and the Group Members in the definition of “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Pro Forma Entity and its Subsidiaries that will become Group Members), all as determined on a consolidated basis for such Pro Forma Entity.

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

“Acquisition” means the acquisition by Holdings, directly or indirectly through the Borrower, of the Target Business pursuant to the Acquisition Agreement.

“Acquisition Agreement” means that certain Stock and Asset Purchase Agreement, dated as of November 13, 2018 (together with the exhibits and schedules thereto, as amended, modified, supplemented, substituted, replaced, restated or otherwise consented to or waived from time to time), by and among the Seller and BCP Acquisitions LLC.

“Acquisition Transaction” means the purchase or other acquisition (in one transaction or a series of transactions), by merger, amalgamation, consolidation or otherwise, by the Borrower or any other Group Member of all or substantially all the property, assets or business of (or all or substantially all the property or assets constituting a business unit, division, product line or line of business of) any Person or of a majority of the outstanding Equity Interests of any Person (including any Investment which serves to increase the Borrower’s or any other Group Member’s respective equity ownership in any Joint Venture or other Person to an amount in excess (or further in excess) of the majority of the outstanding Equity Interests of such Joint Venture or other Person).

“Additional Incurrence-Based Amount” means, in the case of any Incremental Equivalent/Ratio Debt (and, solely with respect to clause (a) below, Incremental Facilities), an unlimited amount of such Indebtedness, so long as, after giving Pro Forma Effect to the incurrence thereof, the use of proceeds thereof and the other transactions consummated in connection therewith (and assuming for such purposes that the entire amount of any such amount constituting any Incremental RC Facility Commitment Increases, Additional/Replacement RC Facility Commitments or similar revolving commitments, or a delayed draw Incremental Facility or similar delayed draw commitments then being incurred is fully funded), (a) in the case of any such Indebtedness that is secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Secured Obligations (without regard to the control of remedies), the First Lien Net Leverage Ratio shall not exceed the greater of (i) 5.00:1.00 or (ii) if such Indebtedness is incurred to finance a Permitted Acquisition or any other Investment not prohibited hereunder, the First Lien Net Leverage Ratio as of the most recently ended Test Period, (b) in the case of any such Indebtedness that is secured by Liens on the Collateral that are junior to the Liens on the Collateral securing the Secured Obligations, the Secured Net Leverage Ratio shall not exceed the greater of (i) 5.50:1.00 or (ii) if such Indebtedness is incurred to finance a Permitted Acquisition or any other Investment not prohibited hereunder, the Secured Net Leverage Ratio as of the most recently ended Test Period and (c) in the case of any such Indebtedness that is unsecured or is secured by assets not constituting Collateral, at the option of the Borrower, either (i) the Total Net Leverage Ratio shall not exceed the greater of (x) 6.60:1.00 or (y) if such Indebtedness is incurred to finance a Permitted Acquisition or any other Investment not prohibited hereunder, the Total Net Leverage Ratio as of the most recently ended Test Period or (ii) the Interest Coverage Ratio shall not be less than the lesser of (x) 2.00:1.00 or (y) if such Indebtedness is incurred to finance a Permitted Acquisition or any other Investment not prohibited hereunder, the Interest Coverage Ratio as of the most recently ended Test Period.

“Additional Lender” means any Eligible Assignee (including any bank, financial institution, fund or investment vehicle that is a Lender at such time) that agrees to provide any portion of any (a) Incremental Facility pursuant to an Incremental Facility Amendment in accordance with Section 2.20 or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.21; provided that each Additional Lender shall be subject to the approval of (i) the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), (ii) in the case of any Incremental RC Facility Commitment Increase or Additional/Replacement RC Facility Commitment, each Issuing Bank and the Swingline Lender (such approval, in each case, not to be unreasonably withheld, conditioned or delayed) and (iii) the Borrower, in each of the foregoing clauses (i) through (iii), to the extent such approval would be required pursuant to Section 9.04 if an assignment of the applicable Loans or Commitments were being made to such Additional Lender.

“Additional Letter of Credit Facility” means any facility established by the Borrower and/or any Group Member to obtain LC Instruments required by customers, suppliers or landlords or otherwise required in the ordinary course of business.

“Additional/Replacement RC Facility Commitment” has the meaning assigned to such term in Section 2.20(a).

“Additional/Replacement RC Facility Exposure” means, with respect to any Lender at any time, the sum of (a) the Dollar Equivalents of such Lender’s outstanding Loans pursuant to any Additional/Replacement RC Facility Commitment, (b) the Dollar Equivalents of such Lender’s LC Exposure on account of its Additional/Replacement RC Facility Commitments and (c) such Lender’s Swingline Exposure on account of its Additional/Replacement RC Facility Commitments.

“Adjusted Daily Simple SOFR Rate” means, an interest rate per annum equal to Daily Simple SOFR; provided that if the Adjusted Daily Simple SOFR Rate as so determined would be less than 0.00% per annum, such rate shall be deemed 0.00% per annum for purposes of this Agreement.

“Adjusted Eurocurrency Rate” means, subject to Section 1.18 (to the extent applicable) and Section 2.14(b), with respect to an Interest Period for any Eurocurrency Loan (or ABR Loan, as applicable), an interest rate per annum equal to (a) the Eurocurrency Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that, solely in the case of the Initial Dollar Term Loans, the Initial Euro Term Loans and the 2023 Replacement RC Facility Loans denominated in an Approved RC Foreign Currency or an Alternative Currency, if the Adjusted Eurocurrency Rate (or applicable Successor Rate or Benchmark Replacement) shall be less than 0.00% per annum, such rate shall be deemed 0.00% per annum for purposes of this Agreement.

“Adjusted Term SOFR Rate” means, subject to Section 1.18, with respect to an Interest Period for any Term SOFR Loan denominated in Dollars, an interest rate per annum equal to the Term SOFR Rate for such Interest Period; provided that if the Adjusted Term SOFR Rate (or applicable Benchmark Replacement) shall be less than 0.00% per annum, such rate shall be deemed to be 0.00% per annum for purposes of this Agreement.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent hereunder and under the other Loan Documents, and its permitted successors and assigns in such capacity as provided in Article VIII.

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

“Affected Borrowing” has the meaning assigned to such term in Section 2.14(a).

“Affected Class” has the meaning assigned to such term in Section 2.24(a).

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

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

“Affiliated Debt Fund” means any Affiliate of the Sponsor (other than a natural Person or Holdings or any of its Subsidiaries) that is a bona fide debt fund or investment vehicle that is 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 or securities in the ordinary course of business.

“Affiliated Lender” means any Non-Affiliated Debt Fund, Holdings, the Borrower and/or any Subsidiary or Affiliate of any thereof (other than any Affiliated Debt Fund).

“Affiliated Lender Assignment and Assumption” has the meaning assigned to such term in Section 9.04(g)(5).

“Affiliated Lender Cap” has the meaning assigned to such term in Section 9.04(g)(4).

“After Year End Payment” has the meaning assigned to such term in Section 2.11(d).

“Agent” means any of the Administrative Agent, the Collateral Agent, each Lead Arranger and any permitted successors and assigns of the foregoing in such capacities, and “Agents” means two or more of them.

“Agent Parties” has the meaning assigned to such term in Section 9.19.

“Aggregator Borrower” has the meaning assigned to such term in the preamble hereto.

“Agreed Currencies” means Dollars, each Approved Foreign Currency and each Alternative Currency.

“Agreed Security Principles” means the principles set forth on Schedule 1.01(a).

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

“Agreement Currency” has the meaning assigned to such term in Section 9.14(b).

“AHYDO Catch-Up Payments” means any payment with respect to any obligations of the Borrower or any Group Member to avoid the application of Section 163(e)(5) of the Code thereto.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% per annum and (c) to the extent ascertainable by the Administrative Agent, (x) in the case of Initial Term Loans, the Adjusted Eurocurrency Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in Dollars with a maturity of one month (after giving effect to any “floor” applicable thereto) and (y) in the case of RC Facility Loans and 2023 Term Loans, the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) (after giving effect to any “floor” applicable thereto) plus, in the cases of each of clauses (x) and (y), 1% per annum. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, the Adjusted Eurocurrency Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate, the Adjusted Eurocurrency Rate or the Adjusted Term SOFR Rate, respectively.

“Alternative Currency” means each currency (other than Dollars or the Approved Foreign Currencies) that is approved in accordance with Section 1.11.

“Alternative Interest Rate Election Event” has the meaning assigned to such term in Section 2.14(b).

“Amendment No. 1” means that certain Amendment No. 1 to First Lien Credit Agreement, dated as of the Amendment No. 1 Effective Date, by and among Holdings, the Aggregator Xxxxxxxx, the Co-Borrower, the other Loan Parties party thereto, the Refinancing Lenders (as defined therein) party thereto, the RC Facility Lenders and Issuing Banks party thereto and the Administrative Agent.

“Amendment No. 1 Dollar Refinancing Lender” has the meaning assigned to the term “Dollar Refinancing Lender” in Amendment No. 1.

“Amendment No. 1 Dollar Rollover Lender” has the meaning assigned to the term “Dollar Rollover Term Lender” in Amendment No. 1.

“Amendment No. 1 Dollar Term Loans” means the Dollar Term Loans made to the Borrower on the Amendment No. 1 Effective Date pursuant to Section 2.01(iii) and Amendment No. 1.

“Amendment No. 1 Effective Date” means March 5, 2021.

“Amendment No. 1 Euro Refinancing Lender” has the meaning assigned to the term “Euro Refinancing Lender” in Amendment No. 1.

“Amendment No. 1 Euro Rollover Lender” has the meaning assigned to the term “Euro Rollover Term Lender” in Amendment No. 1.

“Amendment No. 1 Euro Term Loans” means the Euro Term Loans made to the Borrower on the Amendment No. 1 Effective Date pursuant to Section 2.01(iv) and Amendment No. 1.

“Amendment No. 1 Term Loans” means the Amendment No. 1 Dollar Term Loans and the Amendment No. Euro Term Loans.

“Amendment No. 2” means that certain Refinancing and Incremental Amendment No. 2 to First Lien Credit Agreement, dated as of the Amendment No. 2 Effective Date, by and among Holdings, the Aggregator Xxxxxxxx, the Co-Borrower, the other Loan Parties party thereto, the Lenders and Issuing Banks party thereto and the Administrative Agent.

“Amendment No. 2 Effective Date” means March 14, 2023.

“Amendment No. 3” means that certain Amendment No. 3 to First Lien Credit Agreement, dated as of the Amendment No. 3 Effective Date, by and among Holdings, the Aggregator Xxxxxxxx, the Co-Borrower, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.

“Amendment No. 3 Effective Date” means May 4, 2023.

“Amendment No. 4” means that certain Amendment No. 4 to First Lien Credit Agreement, dated as of the Amendment No. 4 Effective Date, by and among Holdings, the Aggregator Xxxxxxxx, the Co-Borrower, the other Loan Parties party thereto, the Amendment No. 4 Refinancing Xxxxxx and the Administrative Agent.

“Amendment No. 4 Effective Date” means January 12, 2024.

“Amendment No. 4 Refinancing Lender” has the meaning assigned to the term “2024 Refinancing Term Lender” in Amendment No. 4.

“Amendment No. 4 Rollover Lender” has the meaning assigned to the term “Rollover Term Lender” in Amendment No. 4.

“Amendment No. 4 Term Loans” means the Term Loans made to the Borrower on the Amendment No. 4 Effective Date pursuant to Section 2.01(vi) and Amendment No. 4.

“Anti-Corruption Laws” means, with respect to any Group Member, any Requirements of Law relating to bribery or corruption, including (a) the U.S. Foreign Corrupt Practices Act, (b) the UK Bribery Act and (c) laws, regulations and orders implementing the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions and the UNC Convention against Corruption, in each case, to the extent applicable to such Group Member by virtue of being organized or operating in any jurisdiction.

“Anti-Money Laundering Laws” means, with respect to any Group Member, any Requirements of Law relating to money laundering or terrorist financing, including, without limitation, the USA Patriot Act, the Canadian AML Act and Parts II.1 and XII.2 of the Criminal Code (Canada), in each case, to the extent applicable to such Group Member by virtue of being organized or operating in any jurisdiction.

“Applicable Account” means, with respect to any payment to be made to the Administrative Agent hereunder, the account specified by the Administrative Agent from time to time for the purpose of receiving payments of such type.

“Applicable Creditor” has the meaning assigned to such term in Section 9.14(b).

“Applicable Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(C)(2).

“Applicable Facility Fee” means, for any day, the applicable rate per annum set forth below based upon the First Lien Net Leverage Ratio as of the most recent Test Period; provided that until the date of the delivery of the relevant consolidated financial statements pursuant to Section 5.01(a) or (b), as applicable, as of and for the fiscal period ending June 30, 2019, the Applicable Facility Fee shall be based on the rate per annum set forth in Category 1 immediately below:


Category	First Lien Net Leverage Ratio	Applicable Facility Fee
1	Greater than 4.75:1.00	0.50%
2	Less than or equal to 4.75:1.00 but greater than 4.50:1.00	0.375%
3	Less than or equal to 4.50:1.00	0.25%

For purposes of the foregoing, each change in the Applicable Facility Fee resulting from a change in the First Lien Net Leverage Ratio shall be effective during the period commencing on and including the Business Day following the date of delivery to the Administrative Agent of the applicable consolidated financial statements pursuant to Section 5.01(a) or Section 5.01(b) (and a related Compliance Certificate) indicating such change and ending on the date immediately preceding the effective date of the next such change.

Notwithstanding the foregoing, at the option of a Majority in Interest of applicable RC Facility Lenders, the Applicable Facility Fee shall be based on the rates per annum set forth in Category 1 if the Borrower fails to deliver the consolidated financial statements required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) (and a related Compliance Certificate) required to be delivered pursuant hereto, in each case within the time periods specified herein for such delivery, during the period commencing on and including the day of the occurrence of a Default resulting from such failure and until the delivery thereof.

Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Net Leverage Ratio set forth in any Compliance Certificate delivered to the Administrative Agent is inaccurate for any reason and the result thereof is that the RC Facility Lenders received fees for any period based on an Applicable Facility Fee that is less than that which would have been applicable had the First Lien Net Leverage Ratio been accurately determined then, within five Business Days (or, if a Specified Event of Default shall have occurred and be continuing, immediately) after receipt of a written demand therefor by the Administrative Agent, the Borrower shall pay to the Administrative Agent the accrued additional Applicable Facility Fees as a result of such increased Applicable Facility Fee rates, provided that no Default or Event of Default shall be deemed to have occurred as a result of such non-payment or under payment until the expiration of such five Business Day period.

“Applicable Percentage” means, at any time with respect to any RC Facility Lender, the percentage of the aggregate RC Facility Commitments (if the context requires, of a given Class) represented by such RC Facility Lender’s RC Facility Commitment (if the context requires, of such Class) at such time (or, if the RC Facility Commitments (if the context requires, of such Class) have terminated or expired, such RC Facility Lender’s share of the aggregate RC Facility Loans (if the context requires, of such Class) outstanding at that time).

“Applicable Rate” means, for any day,

(a) with respect to (x) any Initial Dollar Term Loans on and from the Amendment No. 1 Effective Date (i) in the case of ABR Loans, 2.25% per annum and (ii) in the case of Eurocurrency Loans, 3.25% per annum and (y) any Initial Euro Term Loans on and from the Amendment No. 1 Effective Date, 3.25% per annum;

(b) with respect to any RC Facility Loan, the applicable rate per annum set forth below under the caption “RC Facility ABR Margin” or “RC Facility Term Benchmark and Daily Simple SOFR Margin”, as the case may be, in each case for purposes of this clause (b) based upon the First Lien Net Leverage Ratio as of the most recent Test Period; provided that until the date of the delivery of the relevant consolidated financial statements pursuant to Section 5.01(a) or (b), as applicable, as of and for the fiscal period ending June 30, 2019, the Applicable Rate shall be based on the rates per annum set forth in Category 1 immediately below:


Category	First Lien Net Leverage Ratio	RC Facility ABR Margin	RC Facility Term Benchmark and Daily Simple SOFR Margin
1	Greater than 4.75:1.00	2.25%	3.25%
2	Less than or equal to 4.75:1.00 but greater than 4.50:1.00	2.00%	3.00%
3	Less than or equal to 4.50:1.00	1.75%	2.75%

and

(c) with respect to any 2023 Term Loans (x) prior to the Amendment No. 4 Effective Date (i) in the case of ABR Loans, 2.75% per annum and (ii) in the case of Term SOFR Loans or Daily Simple SOFR Loans, 3.75% per annum and (y) on and from the Amendment No. 4 Effective Date (i) in the case of ABR Loans, 2.00% per annum and (ii) in the case of Term SOFR Loans or Daily Simple SOFR Loans, 3.00% per annum.

For purposes of the foregoing, each change in the Applicable Rate resulting from a change in the First Lien Net Leverage Ratio shall be effective during the period commencing on and including the Business Day following the date of delivery to the Administrative Agent of the applicable consolidated financial statements pursuant to Section 5.01(a) or Section 5.01(b) (and a related Compliance Certificate) indicating such change and ending on the date immediately preceding the effective date of the next such change.

Notwithstanding the foregoing, at the option of the RC Facility Lenders holding a Majority in Interest with respect to the RC Facility Commitments, the Applicable Rate shall be based on the rates per annum set forth in Category 1 if the Borrower fails to deliver the consolidated financial statements required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) (and a related Compliance Certificate) required to be delivered pursuant hereto, in each case within the time periods specified herein for such delivery, during the period commencing on and including the day of the occurrence of a Default resulting from such failure and until the delivery thereof.

Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the First Lien Net Leverage Ratio set forth in any Compliance Certificate delivered to the Administrative Agent is inaccurate for any reason and the result thereof is that any RC Facility Lenders received interest for any period based on an Applicable Rate that is less than that which would have been applicable had the First Lien Net Leverage Ratio been accurately determined then, within five Business Days (or, if a Specified Event of Default shall have occurred and be continuing, immediately) after receipt of a written demand therefor by the Administrative Agent, the Borrower shall pay to the Administrative Agent the accrued additional interest as a result of such increased Applicable Rate rates, provided that no Default or Event of Default shall be deemed to have occurred as a result of such non-payment or under payment until the expiration of such five Business Days period.

Notwithstanding the foregoing, (a) the Applicable Rate in respect of any Affected Class shall be the applicable percentages per annum set forth in the relevant Loan Modification Agreement, (b) the Applicable Rate in respect of any Class of any Incremental Facilities shall be the applicable percentages per annum set for in the Incremental Facility Amendment establishing such Incremental Facilities, (c) the Applicable Rate in respect of any Class of Other Loans made pursuant to any Refinancing Amendment shall be the applicable percentages per annum set forth in the relevant Refinancing Amendment and (d) in the case of (x) the Initial Dollar Term Loans and (y) the Initial Euro Term Loans (or any other Class of Term Loans to which the relevant provisions of Section 2.20 apply) affected by the MFN Adjustment, the Applicable Rate shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.20 relating to the MFN Adjustment.

“Applicable Security Jurisdiction” means, with respect to any Loan Party organized under the laws of a Security Jurisdiction, each of (a) such Security Jurisdiction and (b) solely with respect to Equity Interests owned by such Loan Party, each other Security Jurisdiction in which any direct Significant Subsidiary of such Loan Party is organized (it being understood that each Security Jurisdiction and its political subdivisions shall constitute a single Security Jurisdiction for purposes hereof).

“Approved Bank” has the meaning assigned to such term in the definition of “Cash Equivalents.”

“Approved Counterparty” means (a) any Agent, Lender or any Affiliate of an Agent or Lender (i) at the time it entered into a Swap Agreement, an agreement in respect of Cash Management Services or an arrangement in respect of “Other Secured Obligations” to be designated as such, as applicable, in its capacity as a party thereto, (ii) with respect to a Swap Agreement, an agreement in respect of Cash Management Services or an arrangement in respect of “Other Secured Obligations” to be designated as such, in each case in effect as of the Closing Date, as of the Closing Date, as applicable, in its capacity as a party thereto, and in the case of (i) or (ii) notwithstanding whether such Approved Counterparty may cease to be an Agent, Lender or an Affiliate of an Agent or Lender thereafter, as applicable, (b) any Person listed on Schedule 1.01(e) hereto and (c) any other Person from time to time approved in writing by the Borrower and the Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned).

“Approved Foreign Currencies” means Approved RC Foreign Currencies and/or Approved Letter of Credit Foreign Currencies, as the context may require.

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

“Approved Letter of Credit Foreign Currencies” means Chinese Yuan, Czech Koruna, Danish Kroner, Euros, Mexican Pesos, Swiss Francs and Turkish Lira; provided that each Issuing Bank shall only be required to issue Letters of Credit in the Approved Letter of Credit Foreign Currencies set forth beside its name on Schedule 1.01(g), as such schedule may be adjusted from time to time solely with the consent of the Borrower and the applicable Issuing Bank.

“Approved RC Foreign Currencies” means Euros.

“Asset Sale Prepayment Percentage” means 100%; provided that if, at the time of receipt by the Borrower or such other applicable Loan Party of the Net Proceeds from any Prepayment Event giving rise to a mandatory prepayment required by Section 2.11(c)(i) (or at any time during the applicable investment period described therein), on a Pro Forma Basis after giving effect to the applicable Prepayment Event and the application of the Net Proceeds therefrom, (i) the First Lien Net Leverage Ratio is less than or equal to 4.25:1.00 and greater than 3.50:1.00, such percentage shall instead be 50% or (ii) the First Lien Net Leverage Ratio is less than or equal to 3.50:1.00, such percentage shall instead be 0%.

“Assignment and Assumption” means an assignment and assumption, substantially in the form of Exhibit B-1 or any other form reasonably approved by Administrative Agent, entered into by a Lender and an Eligible Assignee (with the consent of any Person whose consent is required by Section 9.04(b)).

“ASU” has the meaning ascribed thereto in Section 1.04(e).

“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by (or at the direction of) the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.11(a)(ii); provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent).

“Audited Financial Statements” has the meaning ascribed thereto in Section 4.01(i).

“Available Amount” means, as of any date of determination, a cumulative amount equal to the sum, without duplication, of the following:

(a) the greater of (i) $600,000,000 and (ii) 37.5% of Consolidated EBITDA for the most recently ended Test Period, plus

(b) the greater of (i) the Retained Excess Cash Flow amount and (ii) 50.0% of Consolidated Net Income for the period (taken as one accounting period) from (and including) the first day of the fiscal quarter in which the Closing Date occurs to (and including) the last day of the most recently ended fiscal quarter of the Borrower prior to such date of determination for which consolidated financial statements of the Borrower are internally available (which amount, if less than $0 on a cumulative basis, shall be deemed to be $0), plus

(c) the Net Proceeds (or the Fair Market Value of property other than cash) from capital contributions to, or the sale of Equity Interests of, any Group Member (including (i) pursuant to (x) a Qualifying IPO or (y) a SPAC IPO to the extent of any cash held by the SPAC IPO Entity and remaining following the consummation of such SPAC IPO or (ii) in respect of any Indebtedness of any Group Member owed to any third party and contributed to the Borrower or any other Group Member (in the case of this clause (ii), equal to the Fair Market Value of the Indebtedness so contributed (but in no event to exceed the par value thereof)) received by the Group Members after the Closing Date and on or prior to such date (in each case, other than (x) in respect of any Disqualified Equity Interest, (y) amounts received from any Group Member and (z) any contribution utilized in connection with the incurrence of Contribution Indebtedness or as a Specified Equity Issuance or that is a portion of Available Excluded Contribution Amount), plus

(d) the Net Proceeds of Indebtedness and Disqualified Equity Interest issuances which have been exchanged or converted into Qualified Equity Interests in Holdings or any other Parent Entity, in each case received by the Group Members after the Closing Date and on or prior to such date, plus

(e) (i) the Net Proceeds of sales or other Dispositions of Investments (including any sale or other Disposition of the Equity Interests of any Unrestricted Subsidiary or Joint Venture or any issuance of stock of an Unrestricted Subsidiary) and (ii) interest, returns, profits, dividends, distributions and similar amounts on Investments, in each case received by the Group Members after the Closing Date and on or prior to such date and solely to the extent the original Investment was made in reliance on the Available Amount, plus

(f) without duplication of clause (e) above, (i) the Net Proceeds of sales or other Dispositions of the Equity Interests of any Unrestricted Subsidiary and (ii) interest, returns, profits, dividends, distributions and similar amounts received from any Unrestricted Subsidiary (except to the extent increasing Consolidated Net Income), in each case received by the Group Members after the Closing Date and on or prior to such date; plus

(g) Investments of the Borrower or any other Group Member in any Unrestricted Subsidiary or third-party (including any Joint Venture) that has been re-designated as a Restricted Subsidiary or that has been merged, amalgamated or consolidated with or into, or transfers or conveys all of its assets to, or is liquidated, wound up or dissolved into, the Borrower or any other Group Member, in each case after the Closing Date and on or prior to such date (in an amount equal to the Fair Market Value of the Investments of the Borrower and the other Group Members in such Unrestricted Subsidiary or third-party at the time of such re-designation or merger, amalgamation or consolidation and solely to the extent the original Investment was made in reliance on the Available Amount), plus

(h) to the extent not included in Consolidated Net Income, interest, returns, profits, dividends, distributions and similar amounts received by the Borrower or any other Group Member from an Unrestricted Subsidiary or Joint Venture, solely to the extent the original Investment was made in reliance on the Available Amount, plus

(i) the aggregate amount as of such date of any Retained Declined Proceeds since the Closing Date.

“Available Excluded Contribution Amount” means the aggregate amount of cash or Cash Equivalents or Qualified Proceeds (excluding any Cure Amount) received by the Borrower or any other Group Member after the Closing Date in respect of:

(j) contributions in respect of Qualified Equity Interests (other than any amounts or other assets received from the Borrower or any other Group Member),

(k) the sale of Qualified Equity Interests of the Borrower or any other Group Member (other than (x) to the Borrower or any other Group Member or (y) with the proceeds of any loan or advance made pursuant to Section 6.04(b)(ii)), and

(l) interest, returns, profits, dividends, distributions and similar amounts received from any Unrestricted Subsidiary or Joint Venture that is not a Subsidiary or on account of any other minority investment,

in each case, designated as an Available Excluded Contribution Amount pursuant to a certificate of a Responsible Officer of the Borrower on or promptly after the date the relevant capital contribution is made or the relevant proceeds are received, as the case may be, and which are excluded from the calculation of the Available Amount, plus, without duplication of the amounts set forth in clause (a), (b) or (c) above, an amount equal to the Net Proceeds from a Disposition of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Available Excluded Contribution Amounts.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 1.18(e).

“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” means Title 11 of the United States Code, as amended, or any similar federal law for the relief of debtors.

“Basel III” means, collectively, those certain agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring,” and “Guidance for National Authorities Operating the Countercyclical Capital Buffer,” each as published by the Basel Committee on Banking Supervision in December 2010 (as revised from time to time), and as implemented by a Lender’s primary banking regulatory authority.

“Benchmark” means, initially, with respect to any (i) Initial Term Loan denominated in Dollars, the US LIBOR Screen Rate or (ii) RC Facility Loan and 2023 Term Loan denominated in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event or, solely with respect to the Initial Term Loans, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to (x) in the case of Initial Term Loans denominated in Dollars, the US LIBOR Screen Rate or (y) in the case of RC Facility Loans and 2023 Term Loans, the applicable Relevant Rate or, in cases of each of clause (x) and (y), 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(a) or (b).

“Benchmark Replacement” means,

(x) with respect to Initial Term Loans denominated in Dollars, for any Available Tenor, 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) Term SOFR and (ii) the related Benchmark Replacement Adjustment;

(b) the sum of: (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment;

(c) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (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 at such time and (ii) the related Benchmark Replacement Adjustment;

provided that, in the case of the preceding clause (a), such Unadjusted Benchmark Replacement is 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; provided, further, that notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the Benchmark Replacement will be as set forth in the preceding clause (a), subject to the preceding proviso; and

(y) with respect to RC Facility Loans and 2023 Term Loans denominated in an Agreed Currency, for any Available Tenor, the first applicable alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a) solely with respect to Dollars, Adjusted Daily Simple SOFR;

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (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 syndicated credit facilities denominated in the applicable Agreed Currency at such time and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to the foregoing would be less than the applicable Floor, the Benchmark Replacement will be deemed to be the applicable Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(a) for purposes of clauses (x)(a) and (x)(b) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent:

(i) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; and

(ii) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(b) for purposes of clauses (x)(c) and (y)(b) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable currency at such time;

provided that, in the case of clause (a) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion. Each Benchmark Replacement Adjustment shall be subject to the consent of the Borrower (not to be unreasonably withheld or delayed).

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” “U.S. Government Securities Business Day”, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation with the Borrower) may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary (in consultation with the Borrower) in connection with the administration of this Agreement and the other Loan Documents, so long as consistent with the treatment of similar syndicated credit facilities denominated in the applicable currency for companies owned by top-tier financial sponsors in North America in respect of which the Administrative Agent acts as administrative agent).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest 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 (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);

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein;

(c) solely in the case of Initial Term Loans, in the case of a Term SOFR Transition Event, the date that is 30 days after the date a Term SOFR Notice is provided to the Lenders of the affected Class and the Borrower pursuant to Section 1.18(b); or

(d) solely in the case of Initial Term Loans, in the case of an Early Opt-in Election, the sixth Business Day after the date on which notice of such Early Opt-in Election is provided to the Lenders of the affected Class, so long as the Administrative Agent has not received, by 5:00 p.m., New York City time, on the fifth Business Day after the date on which notice of such Early Opt-in Election is provided to such Lenders, written notice of objection to such Early Opt-in Election from such Lenders comprising a Majority in Interest of the affected Class.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark only 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, with respect to any Benchmark, 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 of Governors, the Federal Reserve Bank of New York, the CME Term SOFR Administrator (solely with respect to Term SOFR), an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide 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 no longer representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark only 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) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or (b) of that definition 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 (b) 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 Ownership Certification” means a certification 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 Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA 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”.

“Board of Directors” means, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person or any committee thereof duly authorized to act on behalf of such board, (b) in the case of any limited liability company, the board of managers, board of directors, manager or managing member of such Person or the functional equivalent of the foregoing, (c) in the case of any partnership, the board of directors, board of managers, manager or managing member of a general partner of such Person or the functional equivalent of the foregoing and (d) in any other case, the functional equivalent of the foregoing.

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

“Bona Fide Debt Fund” means any bona fide debt fund, investment vehicle, regulated bank entity or unregulated lending entity that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business for financial investment purposes and which is managed, sponsored or advised by any Person controlling, controlled by or under common control with (a) any competitor of the Borrower and/or any of its subsidiaries or (b) any Affiliate of such competitor, but, in each case, with respect to which no personnel involved with any investment in such Person or the management, control or operation of such Person (i) directly or indirectly makes, has the right to make or participates with others in making any investment decisions, or otherwise causing the direction of the investment policies, with respect to such debt fund, investment vehicle, regulated bank entity or unregulated lending entity or (ii) has access to any information (other than information that is publicly available) relating to Holdings, the Borrower or its subsidiaries or

any entity that forms a part of any of their respective businesses; it being understood and agreed that the term “Bona Fide Debt Fund” shall not include any Person that is separately identified to the Lead Arrangers or the Administrative Agent in accordance with the definition of “Disqualified Lender” or any reasonably identifiable Affiliate of any such Person on the basis of such Affiliate’s name.

“Borrower” (a) prior to the consummation of a transaction described in clause (b) of this definition, means Aggregator Borrower and (b) following the consummation of a transaction permitted hereunder that results in a Successor Borrower, means such Successor Borrower. Any reference to the “Borrower” in this Agreement and in any other Loan Document means the “Borrower” (as defined in the preceding sentence) individually, or the “Borrower” (as defined in the preceding sentence), the Co-Borrower and any additional Borrower pursuant to Section 1.15 collectively, as the context may require.

“Borrower General Partner” has the meaning assigned to such term in the preamble hereto.

“Borrower Offer of Specified Discount Prepayment” means the offer by the Borrower to make a voluntary prepayment of Term Loans at a specified discount to par pursuant to Section 2.11(a)(ii)(B).

“Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by the Borrower of offers for, and the corresponding acceptance by a Term Lender of, a voluntary prepayment of Term Loans at a specified range at a discount to par pursuant to Section 2.11(a)(ii)(C).

“Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by the Borrower of offers for, and the subsequent acceptance, if any, by a Term Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.11(a)(ii)(D).

“Borrowing” means (a) Loans of the same Class and Type, made, converted or continued on the same date in the same currency and, in the case of Term Benchmark Loans, as to which a single Interest Period, if applicable, is in effect, (b) Swingline Loans and (c) Letters of Credit.

“Borrowing Request” means a request, substantially in the form attached hereto as Exhibit C-1, by the Borrower for a Borrowing in accordance with Section 2.03, Section 2.04 or Section 2.05, as applicable.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with any payment, determination, funding or notice to be made or given in connection with any Loans or Letters of Credit denominated in an Approved Foreign Currency or Alternative Currency, the term “Business Day” shall mean any day (a) on which dealings in deposits in such Approved Foreign Currency or Alternative Currency are carried out in the London interbank market, (b) on which commercial banks and foreign exchange markets are open for business in London, New York City and the principal financial center for such Approved Foreign Currency or Alternative Currency or (c) with respect to any such payment determination or funding to be made in connection with any Loan denominated in Euros, on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) System payment system launched on November 19, 2007 or any successor settlement system is open; provided further that, in relation to Loans referencing the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR Rate and any interest rate settings as to, or any fundings, disbursements, settlements or payments in respect of any such Loans referencing the Adjusted Term SOFR Rate or the Adjusted Daily Simple SOFR Rate or any other dealings to be carried out pursuant to this Agreement in respect of any Term SOFR Loan or Daily Simple SOFR Loan, as applicable, such day shall also be a U.S. Government Securities Business Day.

“Canadian AML Act” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and regulations and guidance thereunder.

“Canadian Defined Benefit Pension Plan” means any Canadian Pension Plan registered under the ITA or any other applicable pension standards legislation which contains a “defined benefit provision”, as such term is defined in subsection 147.1(1) of the ITA.

“Canadian Loan Party” means any Loan Party organized under the laws of Canada or any province or territory thereof.

“Canadian Multi-employer Pension Plan” means any present or future Canadian Pension Plan which is a multi-employer pension plan for the purposes of applicable minimum pension standards legislation, such as the PBA or a similar law of another provincial or federal jurisdiction.

“Canadian Pension Event” means (a) a withdrawal by the Borrower or any Restricted Subsidiary from a Canadian Pension Plan; (b) a complete or partial withdrawal by the Borrower or any Restricted Subsidiary from a Canadian Multi-employer Pension Plan resulting in the imposition of Withdrawal Liability on the Borrower or any Restricted Subsidiary, or notification of the Borrower or any Restricted Subsidiary concerning the imposition of Withdrawal Liability; (c) the filing of a notice of intent to terminate a Canadian Pension Plan or Canadian Multi-employer Pension Plan with Ontario’s Superintendent of Financial Services, or a similar Governmental Authority of another provincial or federal jurisdiction; (d) a Governmental Authority instituting proceedings to revoke registration or terminate, in whole or in part, any Canadian Pension Plan or causing a trustee to be appointed to administer any Canadian Pension Plan, or a Governmental Authority instituting a proceeding in respect of a Canadian Pension Plan or Canadian Multi-employer Pension Plan and such proceeding shall not have been dismissed within thirty (30) days thereafter; (e) a contribution failure in respect of any Canadian Pension Plan or Canadian Multi-employer Pension Plan sufficient to give rise to a Lien, or the occurrence of any event with respect to any Canadian Pension Plan or Canadian Multi-employer Pension Plan which could result in the incurrence of a liability, fine or penalty; or (f) the Borrower or any Restricted Subsidiary becomes liable for any obligations under a Canadian Defined Benefit Pension Plan.

“Canadian Pension Legislation” means the ITA, the PBA, the Employment Pension Plans Act (Alberta), and/or any other provincial or Canadian federal pension benefits standards legislation, as applicable.

“Canadian Pension Plan” means each plan, program or arrangement whether existing on the Closing Date or assumed or adopted thereafter, that is a pension plan that is required to be registered under Canadian Pension Legislation and that is maintained or contributed to, or to which there is or may be an obligation to contribute to, by the Borrower or any of its Restricted Subsidiaries, or any of their respective Affiliates, in respect of any Person’s employment with the Borrower or any of its Restricted Subsidiaries, or any of their respective Affiliates, including, without limitation, any Canadian Defined Benefit Pension Plan, but excluding (i) the Canada Pension Plan as maintained by the Government of Canada; (ii) any similar plan maintained, from time to time, by any government or agency or instrumentality thereof of Canada or any province thereof; (iii) plans administered pursuant to applicable health tax, workplace safety, insurance and employment insurance legislation; or (iv) any group retirement savings plan that is not subject to any provincial or federal pension benefits standards legislation or the registered pension plan provisions of the ITA.

“Capital Expenditures” means, for any period, the additions to property, plant and equipment and other capital expenditures of the Borrower and the other Group Members that are (or should be) set forth in a consolidated statement of cash flows of Holdings and the Group Members for such period prepared in accordance with GAAP.

“Capital Lease Obligation” of any Person means an obligation of such Person that is a Capitalized Lease, it being understood that the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability on a balance sheet (excluding the footnotes thereto) of such Person in accordance with GAAP as in effect prior to the issuance of the ASU.

“Capitalized Leases” means, with respect to any Person, all leases by such Person as lessee that have been or should be, in accordance with GAAP (but subject to Section 1.04(e)), recorded as capitalized leases (and, for the avoidance of doubt, not straight-line or operating leases) on both the balance sheet and income statement of such Person for financial reporting purposes in accordance with GAAP as in effect prior to the issuance of the ASU.

“Cash Collateralize” means to pledge and deposit with or deliver to the Collateral Agent (i) with respect to Letters of Credit, for the benefit of one or more of the Issuing Banks or RC Facility Lenders, as collateral for LC Exposure or obligations of the RC Facility Lenders to fund participations in respect of LC Exposure, cash, deposit account balances or Cash Equivalents under the sole dominion and control of the Collateral Agent or, if the Collateral Agent and each applicable Issuing Bank shall agree in their sole discretion, other credit support including backstop LC Instruments, in each case pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent and each applicable Issuing Bank in an amount not less than 101% of the face amount of the relevant Letters of Credit (or, in the case of Letters of Credit denominated in any Approved Foreign Currency or Alternative Currency, to the extent that the Borrower has elected to provide Cash Collateral in Dollars, 105% of the Dollar Equivalent of the face amount of the relevant Letters of Credit) and/or (ii) with respect to Swingline Loans, for the benefit of the Swingline Lender or other applicable RC Facility Lenders, as collateral for Swingline Loans and/or Swingline Exposures, cash, deposit account balances or Cash Equivalents under the sole dominion and control of the Collateral Agent or, if the Collateral Agent and the Swingline Lender shall agree in their sole discretion, other credit support including backstop LC Instruments, in each case pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent in an amount not less than 100% of the outstanding principal amount of the relevant Swingline Loan or Swingline Exposure. “Cash Collateral” and “Cash Collateralization” shall have meanings correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means any of the following, to the extent owned by the Borrower or any other Group Member:

(m) any cash denominated in an Approved Foreign Currency, Alternative Currency or any currency available to the Borrower or the other Group Members for borrowings or LC Instruments under the ABL Facility or any other currency held by it from time to time in the ordinary course of business;

(n) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States, the United Kingdom, Canada, a member state of the European Union or any state or political subdivision of the foregoing having average maturities of not more than 18 months from the date of acquisition thereof; provided that either (A) the full faith and credit of the United States, the United Kingdom, Canada, a member state of the European Union or a political subdivision of the foregoing is pledged in support thereof or (B) such obligations are, at the time

of acquisition thereof, rated “A-2” (or the equivalent thereof) or better by S&P or “P-2” (or the equivalent thereof) or better by Xxxxx’x (or, if at any time neither Xxxxx’x nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower);

(o) deposits with, money market deposits with, time deposits with, or certificates of deposit or bankers’ acceptances or similar instruments of, any commercial bank that (i) is a Lender or a lender under the ABL Facility, (ii) is organized under, or authorized to operate as a bank under, the laws of the United States or any state thereof or the District of Columbia or any political subdivision of the foregoing or (iii) has combined capital and surplus of at least $162,500,000 (or the Dollar Equivalent as of the date of determination) (any such bank meeting the requirements of clause (i), (ii) or (iii) above being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(p) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any commercial paper or variable or fixed rate note issued by, or guaranteed by, a corporation rated “A-2” (or the equivalent thereof) or better by S&P or “P-2” (or the equivalent thereof) or better by Xxxxx’x (or, if at any time neither Xxxxx’x nor S&P shall be rating such instruments, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower), in each case with average maturities of not more than 18 months from the date of acquisition thereof;

(q) repurchase agreements and reverse repurchase agreements entered into by any Person with (i) an Approved Bank or (ii) a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case of this clause (ii), having capital and surplus in excess of $162,500,000 (or the Dollar Equivalent as of the date of determination), in each case, for obligations or instruments described in clauses (b), (c) or (d) above or (g) below;

(r) marketable short-term money market and similar highly liquid funds either (i) having assets in excess of (x) $250,000,000 in the case of U.S. banks or other U.S. financial institutions and (y) $100,000,000 (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks or other non-U.S. financial institutions or (ii) having a rating of at least “A-2” or “P-2” from either S&P or Xxxxx’x, respectively (or, if at any time neither S&P nor Xxxxx’x shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(s) (i) securities with average maturities of 18 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, or by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Xxxxx’x (or the equivalent thereof) and (ii) securities with maturities of 18 months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank having capital and surplus of not less than $162,500,000;

(t) investments with average maturities of 12 months or less from the date of acquisition in mutual funds rated AAA (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Xxxxx’x (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another nationally recognized statistical rating agency);

(u) instruments equivalent to those referred to in clauses (a) through (h) above or clauses (j) through (p) below denominated in an Approved Foreign Currency, Alternative Currency or any currency available to the Borrower or the other Group Members for borrowings or LC Instruments under the ABL Facility or any other foreign currency comparable in credit quality and tenor to those referred to above or below and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Group Member organized in such jurisdiction;

(v) any cash equivalents as determined in accordance with GAAP and other investments, classified in accordance with GAAP as current assets, in money market investment programs that are registered under the Investment Company Act of 1940 or that are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (i) of this definition;

(w) bills of exchange issued in the United States, the United Kingdom, Canada, Germany, France or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);

(x) demand deposit accounts holding cash;

(y) other short-term investments of a type analogous to the foregoing utilized by Group Members;

(z) [reserved];

(aa) interest bearing instruments with a maximum maturity of 180 days in respect of which the obligor is a G7 government or other G7 governmental agency or a G7 financial institution with credit ratings from S&P of at least “A-2” or the equivalent thereof or from Xxxxx’x of at least “P-2” or the equivalent thereof (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another nationally recognized statistical rating agency); and

(bb) shares or interests of any investment company, money market mutual fund or other investment funds investing at least 90% of their assets in cash or securities of the types described in clauses (a) through (o) above.

“Cash Management Obligations” means obligations and liabilities in respect of any Cash Management Services.

“Cash Management Services” means (a) treasury management services, overdraft services, other treasury, depository and cash pooling arrangements, cash management services or any automated payment services (including automated clearing house transfers of funds, depository, overdraft, controlled disbursement, return items and interstate depository network services), (b) netting services, employee credit, commercial credit card, debit card, stored value card or purchase card programs, (c) foreign exchange and currency management services and (d) any arrangements or services similar to the foregoing clauses (a) through (c) and/or otherwise in connection with cash management and deposit accounts.

“Cash Pooling Accounts” has the meaning ascribed to such term in the definition of “Excluded Accounts.”

“Cash Pooling Arrangements” means (a) the existing treasury, depositary and cash pooling arrangements of Holdings and its Subsidiaries as of, or anticipated as of, the Closing Date and set forth on Schedule 1.01(f) (and any replacement arrangements serving a similar or related function) and (b) any other future treasury, depository or cash pooling arrangement (including any zero balance cash pooling or notional cash pooling arrangement) entered into by Holdings and/or any of its Subsidiaries.

“Casualty Event” means any event that gives rise to the receipt by the Borrower or any other Group Member 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.

“CBR Loan” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.

“CBR Spread” means the Applicable Rate applicable to a given Loan that is replaced by a CBR Loan.

“Central Bank Rate” means, the greater of (I) (A) for any RC Facility Loan denominated in (a) Euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion in consultation with the Borrower: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time, (b) Swiss Francs, the policy rate of the Swiss National Bank (or any successor thereto) as published by the Swiss National Bank (or any successor thereto) from time to time and (c) any other Alternative Currency, a central bank rate as determined by the Administrative Agent in its reasonable discretion in consultation with the Borrower; plus (B) the applicable Central Bank Rate Adjustment and (II) any applicable Floor.

“Central Bank Rate Adjustment” means, for any day, for any RC Facility Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Eurocurrency Rate for RC Facility Loans denominated in Euro for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted Eurocurrency Rate with respect to an RC Facility Loan denominated in Euro, applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period and (b) any other Alternative Currency, a Central Bank Rate Adjustment as reasonably determined by the Administrative Agent in consultation with the Borrower. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) the Eurocurrency Rate for RC Facility Loans denominated in Euro on any day shall be based on the EURIBOR Screen Rate on such day at approximately the time referred to in the definition of such term for deposits in the applicable currency for a maturity of one month.

“CFC” means a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code; provided that, Holdings and the Borrower shall not, under any circumstances, be considered CFCs.

“Change in Control” means:

(a) prior to an IPO, the failure by the Permitted Holders to, directly or indirectly through one or more holding companies, own beneficially and of record at least a majority of the outstanding Voting Stock of Holdings;

(b) after an IPO, any person, entity or “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, but excluding (A) any employee benefit plan of such Person or “group” and its subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (B) any underwriter in connection with consummating a Qualifying IPO), other than the Permitted Holders (or any Parent Entity), shall at any time have acquired direct or indirect beneficial ownership of voting power of the outstanding Voting Stock of Holdings having more than the greater of (A) 40.0% of the outstanding Voting Stock of Holdings or the IPO Entity and (B) the percentage of the then-existing outstanding Voting Stock of Holdings or the IPO Entity owned in the aggregate, directly or indirectly, beneficially, by the Permitted Holders, unless the Permitted Holders, directly or indirectly through one or more holding company parent of Holdings or the IPO Entity, have the right (pursuant to contract, proxy, ownership of Equity Interests or otherwise) to designate or appoint (and do so designate or appoint) the Board of Directors of Holdings or a majority of the Board of Directors of the IPO Entity; or

(c) the failure of Holdings, directly or indirectly through wholly-owned Subsidiaries, to own all of the Equity Interests in the Borrower (other than during the short-term pendency of any Permitted Reorganization, IPO Reorganization Transaction or Holdings Reorganization to the extent such interim failure to own is reasonably necessary or advisable to effectuate such permitted reorganization).

For purposes of this definition, (i) “beneficial ownership” shall be as defined in Rules 13d-3 and 13d-5 under the Exchange Act, (ii) the phrase Person or “group” is within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding (A) any employee benefit plan of such Person or “group” and its subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (B) any underwriter in connection with a Qualifying IPO, (iii) a Person or group shall not be deemed to beneficially own securities subject to an equity or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of Voting Stock in connection with the transactions contemplated by such agreement, (iv) if any group includes one or more Permitted Holders, the issued and outstanding Voting Stock of Holdings or the IPO Entity beneficially owned, directly or indirectly, by any Permitted Holders that are part of such group shall not be treated as being owned by such “group” or any other member of such group for purposes of determining whether a Change in Control has occurred and (v) a Person or group will not be deemed to beneficially own the Equity Interests of another Person as a result of its ownership of the Equity Interests or other securities of such other Person’s parent entity (or related contractual rights) unless it owns 50% or more of the total voting power of the Equity Interests entitled to vote for the election of directors of such parent entity having a majority of the aggregate votes on the board of directors (or similar body) of such parent entity.

“Change in Law” means (a) the adoption of any rule, regulation, treaty or other law after the Closing Date, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation or application thereof by any Governmental Authority after the Closing Date or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date; provided that, notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) any requests, rules, guidelines or directives promulgated by the Bank of International Settlements, the Basel

Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted, promulgated or issued, but only to the extent the relevant increased costs or loss of yield would have been included if they had been imposed under applicable increased cost provisions, including, without limitation, for purposes of Section 2.15.

“Charge” means any fee, loss, charge, expense, cost, accrual or reserve of any kind.

“Class” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Initial RC Facility Loans, 2023 Replacement RC Facility Loans, Other RC Facility Loans, Initial Dollar Term Loans, Initial Euro Term Loans, 2023 Term Loans, Incremental Term Loans or Other Term Loans, (b) any Commitment, refers to whether such Commitment is an Initial RC Facility Commitment, 2023 Replacement RC Facility Commitment, Additional/Replacement RC Facility Commitment, Other RC Facility Commitment, Initial Dollar Term Commitment, Initial Euro Term Commitment, 2023 Term Commitment, commitment in respect of Incremental Term Loans or Other Term Commitment and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Additional/Replacement RC Facility Commitments, Other RC Facility Commitments, commitments in respect of Incremental Term Loans and Other Term Commitments (and, in each case, the Loans made pursuant thereto) that have different terms and conditions shall be construed to be in different Classes.

“Closing Date” means April 30, 2019.

“Co-Borrower” has the meaning assigned to such term in the preamble hereto.

“Co-Investor” means, collectively (i) Caisse de dépôt et placement du Québec and its Affiliates and (ii) the funds, partnerships or other co-investment vehicles managed, advised or controlled by any Person referred to in the foregoing clause (i).

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto.

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

“Collateral Agent” means JPMorgan Chase Bank, N.A., in its capacity as collateral agent under the Loan Documents, and its permitted successors and assigns in such capacity as provided in Article VIII.

“Collateral and Guarantee Requirement” means, at any time, subject to any applicable limitations set forth in this Agreement, the Guarantee Agreement or the other Loan Documents, the requirement that:

(a) the Administrative Agent shall have received from (i) Holdings, the Borrower and each other Group Member (other than any Excluded Subsidiary), either (x) a counterpart of the Guarantee Agreement duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes or is required to become a Loan Party after the Closing Date (including by ceasing to be an Excluded Subsidiary), a supplement to the Guarantee Agreement, in the form specified therein or in another form as may be reasonably agreed by the Administrative Agent, duly executed and delivered on behalf of such Person, (ii) Holdings, the Borrower and each other Group Member (other than any Excluded

Subsidiary), either (x) a counterpart of each applicable Security Document duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes or is required to become a Loan Party after the Closing Date (including by ceasing to be an Excluded Subsidiary), a supplement to each applicable Security Document, in the form specified therein, or a substantially equivalent agreement, or in another form as may be reasonably agreed by the Administrative Agent, duly executed and delivered on behalf of such Person, in each case under this clause (a) together with, in the case of any such Loan Documents executed and delivered after the Closing Date, documents of the type referred to in Section 4.01(d) and (iii) Holdings, the Borrower and each other Group Member (other than an Excluded Subsidiary), either (x) an acknowledgement counterpart of each Initial Intercreditor Agreement and any other applicable Intercreditor Agreement, in each case duly executed and delivered on behalf of such Person or (y) in the case of any Person that becomes or is required to become a Loan Party after the Closing Date (including by ceasing to be an Excluded Subsidiary), an executed acknowledgement to each Initial Intercreditor Agreement, in the form specified therein or in another form as may be reasonably agreed by the Administrative Agent, and an executed acknowledgement to any other applicable Intercreditor Agreement;

(b) all outstanding Equity Interests of (i) the Borrower and (ii) the other Group Members owned by any Loan Party (other than, in the case of this clause (ii), any Equity Interests constituting Excluded Assets), in each case with respect to the foregoing clauses (i) and (ii), shall have been pledged pursuant to the applicable Security Document, and the Collateral Agent shall have received certificates or other instruments (if any) representing all such Equity Interests (other than, for the avoidance of doubt, any Equity Interests constituting Excluded Assets), together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank, in each case as applicable;

(c) if any Indebtedness of Holdings, the Borrower, any other Group Member or any Subsidiary of a Group Member in an outstanding individual principal amount of $50,000,000 or more is owing by such obligor to any Loan Party and if such Indebtedness shall be evidenced by a promissory note, such promissory note (other than any promissory notes (or Indebtedness evidenced thereby) constituting Excluded Assets) shall have been pledged to the extent required by the applicable Security Document and the Collateral Agent shall have received all such promissory notes (other than, for the avoidance of doubt, promissory notes (or Indebtedness evidenced thereby) constituting Excluded Assets), together with undated instruments of transfer with respect thereto endorsed in blank;

(d) other than to the extent constituting an Excluded Asset, all certificates, agreements, documents and instruments, including Uniform Commercial Code financing statements, PPSA financing statements and intellectual property security agreements, required by the Security Documents or the Agreed Security Principles to be filed, delivered, registered or recorded to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the Security Documents and the other provisions set forth in the definition of “Collateral and Guarantee Requirement” shall have been filed, registered or recorded or delivered to the Collateral Agent in proper form for filing, registration or recording; and

(e) the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Material Real Property (other than any Material Real Property that constitutes an Excluded Asset) duly executed and delivered by the record owner of such Material Real Property, (ii) a policy or policies of title insurance (or marked unconditional commitment to issue such policy or policies) in the amount equal to not less than 100% (or such lesser amount as reasonably agreed to by the Administrative Agent) of the Fair Market Value of such Mortgaged Property and fixtures, issued by a nationally recognized title insurance company reasonably acceptable to the Administrative Agent insuring the Lien of each such Mortgage as a first priority Lien (subject to any Permitted Encumbrances) on the Mortgaged Property

described therein, free of any other Liens except as expressly permitted by Section 6.02, together with such endorsements (other than a creditor’s rights endorsement), coinsurance and reinsurance as the Administrative Agent may reasonably request to the extent available in the applicable jurisdiction at commercially reasonable rates, (iii) such affidavits and instruments of indemnification (including a so-called “gap” indemnification) as are customarily requested by the title company to induce the title company to issue the title policies and endorsements contemplated above, (iv) evidence reasonably acceptable to the Administrative Agent of payment of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (v) a survey of each Mortgaged Property in such form as shall be required by the title company to issue the so-called comprehensive and other survey-related endorsements and to remove the standard survey exceptions from the title policies and endorsements contemplated above (provided, however, that a survey shall not be required to the extent that the issuer of the applicable title insurance policy provides reasonable and customary survey-related coverages (including, without limitation, survey-related endorsements) in the applicable title insurance policy based on an existing survey and/or such other documentation as may be reasonably satisfactory to the title insurer), (vi) such customary legal opinions as the Administrative Agent may reasonably request with respect to any such Mortgage and (vii) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (1) be addressed to the Administrative Agent, (2) be completed by a company which has guaranteed the accuracy of the information contained therein and (3) otherwise comply with the Flood Program; and (B) evidence that the property is not located in a Flood Zone. If any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, such property shall become an Excluded Asset.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary (i) if such assets constitute Excluded Assets, (ii) if, and for so long as and to the extent that the Borrower in good faith determines that the cost, burden or consequence of creating or perfecting such pledges or security interests in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any non-de minimis adverse Tax consequences (including the imposition of non-de minimis withholding or other Taxes but other than, in the absence of a Specified Tax Event, any adverse Tax consequences under Section 956 of the Code) and any non-de minimis adverse regulatory consequences, in each case to Holdings or its Subsidiaries or any Parent Entities, Affiliates or direct or indirect equity owners thereof), outweighs the benefits to be obtained by the Lenders therefrom as determined by the Borrower in good faith (it being understood that, in any event, the Administrative Agent shall have the right to waive or modify any requirements relating to title insurance, legal opinions or other deliverables with respect to any assets if, in its reasonable determination, the cost, burden or consequence of obtaining such deliverables is excessive in relation to their benefit to the Lenders) and/or (iii) if the grant or perfection of a security interest in such asset would (A) be prohibited by enforceable anti-assignment provisions of any applicable Requirement of Law, (B) violate the terms of any contract (to the extent binding on such property at the time of the acquisition thereof and not incurred in contemplation of such acquisition) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Requirement of Law) or (C) trigger termination of any contract pursuant to any “change of control” or similar provision (to the extent binding on such property at the time of the acquisition thereof and not incurred in contemplation of such acquisition); it being understood that the Collateral shall include any proceeds and/or receivables (other than to the extent constituting Excluded Assets) arising out of any contract described in this clause (iii) to the extent the assignment of such proceeds or receivables is expressly deemed effective under the UCC or

other applicable Requirement of Law notwithstanding the relevant prohibition, violation or termination right, (b) Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to the exceptions and limitations set forth herein and in the Security Documents, (c) (i) with respect to Loan Parties organized outside of the United States and Canada (or any state, province or territory thereof, as applicable) third-party control agreements or other third-party control or similar arrangements shall only be required with respect to securities accounts, commodities accounts or other assets specifically requiring perfection by third party control agreements, in each case solely to the extent expressly required by the Agreed Security Principles (and shall not in any event be required if not required or established in connection with the ABL Facility), (ii) with respect to Loan Parties organized under the laws of the United States or Canada (or any state, province or territory thereof, as applicable), no third-party control agreements or other third-party control or similar arrangements shall be required with respect to securities accounts, commodities accounts or other assets specifically requiring perfection by third party control agreements (and, in each case of clauses (i) and (ii), the security interest, if any, of the Secured Parties in any such accounts or the funds deposited therein shall be perfected solely through the inclusion of agency and bailee provisions in the applicable Initial Intercreditor Agreements, as applicable) and (iii) in no event shall entry into any source code escrow arrangements or the registration of any Intellectual Property be required, (d) no perfection actions shall be required, nor shall the Administrative Agent or Collateral Agent be authorized to take any perfection or other actions, other than (i) with respect to Domestic Loan Parties, (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s) and any filing in applicable real estate records in the United States with respect to any Mortgaged Property or fixtures relating thereto, (B) filings in the United States Copyright Office or the United States Patent and Trademark Office with respect to Intellectual Property and (C) subject to the Intercreditor Agreements, delivery to the Administrative Agent to be held in its possession of all Collateral consisting of certificated Equity Interests and other instruments, in each case to the extent not constituting Excluded Assets and to the extent required to be delivered pursuant to the applicable Security Documents and (ii) with respect to Foreign Loan Parties, the actions required by the applicable Security Documents to the extent consistent with the Agreed Security Principles, (e) (i) no actions in any jurisdiction other than an Applicable Security Jurisdiction, or required by the laws of any jurisdiction other than an Applicable Security Jurisdiction, shall be required to be taken, nor shall the Administrative Agent or the Collateral Agent be authorized to take any such action, to create any security interests in assets located or titled outside of an Applicable Security Jurisdiction (including any Equity Interests of Subsidiaries organized under the laws of a jurisdiction other than an Applicable Security Jurisdiction and any Excluded Foreign Intellectual Property) or to perfect or make enforceable any security interests in any such assets (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than an Applicable Security Jurisdiction and all guarantee agreements shall be governed under the laws of the State of New York) and (ii) the Security Documents with respect to any Foreign Loan Party or governed by the law of any Applicable Security Jurisdiction other than the United States, a state thereof or the District of Columbia shall be consistent with the Agreed Security Principles, (f) no Loan Party shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement and (g) in respect of any Subsidiary which is formed or acquired after the Closing Date, the provisions of this definition shall only apply on the date set forth in Section 5.11.

Further, notwithstanding any provision of any Loan Document to the contrary, if any mortgage tax or similar tax or charge is owed on the entire amount of the Loan Document Obligations evidenced hereby in connection with the delivery of a Mortgage or UCC fixture filing pursuant to clause (e) above, then, to the extent permitted by, and in accordance with, applicable Requirements of Law, the amount of such mortgage tax or similar tax or charge shall be calculated based on the lesser of (x) the amount of the Loan Document Obligations allocated to the applicable Material Real Property and (y) the Fair Market Value of the applicable Material Real Property at the time the Mortgage is entered into and determined in a manner reasonably acceptable to Administrative Agent and the Borrower.

The Administrative Agent (in its reasonable discretion) (or the administrative agent under the ABL Facility, in the case of ABL Priority Collateral) may grant extensions of time (including after the expiration of any relevant period, which extensions shall apply retroactively) for the creation and perfection of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary (including extensions beyond the Closing Date, the timelines set forth in Section 5.11 or Section 5.13 or in the Security Documents or in connection with assets acquired, or Subsidiaries formed or acquired, after the Closing Date), and each Lender hereby consents to any such extension of time.

“Commercial Tort Claim” has the meaning specified in the UCC.

“Commitment” means, with respect to any Lender, its Initial RC Facility Commitment, 2023 Replacement RC Facility Commitment, Additional/Replacement RC Facility Commitment, Other RC Facility Commitment, Initial Dollar Term Commitment, Initial Euro Term Commitment, 2023 Term Commitment, commitment in respect of Incremental Term Loans or Other Term Commitment, in each case, of any Class or any combination thereof (as the context requires).

“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.

“Common Collateral Agent” means Citibank, N.A. or another collateral agent appointed to hold Liens securing the Secured Obligations, in addition to Liens securing other Indebtedness of the Loan Parties (or any of them), including in respect of the ABL Facility and/or the Secured Notes.

“Company Competitor” means any competitor of Holdings, the Borrower and/or any of their respective Subsidiaries.

“Company Materials” has the meaning assigned to such term in Section 5.01.

“Company Person” means any future, current or former officer, director, manager, member, member of management, employee, consultant or independent contractor of the Borrower, any Subsidiary or any Parent Entity.

“Compliance Certificate” means a Compliance Certificate, substantially in the form of Exhibit G.

“Consolidated Cash Interest Charges” means, for any period, the total interest expense of Holdings and the Group Members for such period determined on a consolidated basis net of any interest income, which shall be determined on a cash basis only and solely in respect of Indebtedness of the type described in the definition of Consolidated Total Debt plus net cash payments made (less net cash payments received) under interest rate Swap Agreements in respect of Indebtedness, in all cases excluding, for the avoidance of doubt, (i) any non-cash interest expense and any capitalized interest, whether paid or accrued, (ii) the amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (iii) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses (including agency costs, amendment, consent or other front end, one-off or similar non-recurring fees), (iv) any expenses resulting from discounting of indebtedness in connection with the application of recapitalization accounting or purchase accounting, (v) penalties or interest related to taxes and any other amounts of non-

cash interest resulting from the effects of acquisition method accounting or pushdown accounting, (vi) the accretion or accrual of, or accrued interest on, discounted liabilities (other than Indebtedness) during such period, (vii) 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, (viii) any one-time cash costs associated with breakage in respect of Swap Agreements for interest rates, (ix) any payments with respect to make whole premiums, commissions or other breakage costs of any Indebtedness, (x) all non-recurring interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations, all as calculated on a consolidated basis in accordance with GAAP, (xi) expensing of bridge, arrangement, structuring, commitment, fronting or other financing fees, fees and expenses in respect of Swap Agreements and commissions, discounts, yield and other fees and expenses related to any Permitted Receivables Financing, (xii) fees and expenses (including any penalties and interest relating to Taxes but excluding any bona fide interest expense) associated with the consummation of the Transactions, (xiii) agency or trustee fees paid to the administrative agents and collateral agents or trustees under any credit facilities or other debt instruments or documents and (xiv) fees (including any ticking fees) and expenses (including any penalties and interest relating to Taxes) associated with any Investment not prohibited by Section 6.04 or the issuance of Equity Interests or Indebtedness (in each case excluding any bona fide interest expense). For purposes of this definition, interest in respect of any Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP (or, if not implicit, as otherwise determined in accordance with GAAP).

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

(a) without duplication and, except in the case of clauses (vi) or (xiii), to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) (A) total interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments, net of interest income and gains on such hedging obligations or such derivative instruments, and bank and LC Instrument fees and costs in connection with financing activities (whether amortized or immediately expensed), (B) amounts excluded from Consolidated Cash Interest Charges as set forth in clauses (i) through (xiv) of the definition thereof, (C) cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of preferred stock during such period and (D) cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Equity Interests during such period;

(ii) (A) Taxes paid and provision for Taxes based on income, profits, revenue or capital, including federal, foreign, state, provincial or territorial income, franchise and similar Taxes based on income, profits, revenue or capital and foreign withholding Taxes paid or accrued during such period (including in respect of repatriated funds) including penalties and interest related to such taxes or arising from any tax examinations and (B) without duplication of any amounts added back pursuant to clause (A), any payments to a Parent Entity in respect of Taxes permitted to be made hereunder,

(iii) depreciation, depletion and amortization (including amortization of intangible assets and deferred financing fees or costs (including original issue discount)),

(iv) other non-cash Charges (provided, in each case, that if any non-cash Charges represent an accrual or reserve for potential cash items in any future period, (A) the Borrower may determine not to add back such non-cash Charge in the current period or (B) to the extent the Borrower decides to add back such non-cash Charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent), and excluding amortization of a prepaid cash item that was paid in a prior period,

(v) (i) losses or discounts in connection with any Permitted Receivables Financing or otherwise in connection with factoring arrangements or the sale of Permitted Receivables Financing Assets and (ii) amortization of capitalized fees, in each case in connection with any Permitted Receivables Financing,

(vi) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not included in the calculation of Consolidated EBITDA in any prior period to the extent non-cash gains relating to such receipts (or netting arrangement) were deducted in the calculation of Consolidated EBITDA pursuant to clause (c) below for any previous period and not added back,

(vii) (A) any costs or expenses incurred or paid by the Borrower (or any Parent Entity) or any other Group Member pursuant to any management equity plan, stock option plan, equity-based compensation plan or any other management or employee benefit plan or long term incentive plan or agreement, any severance agreement or any stock subscription or shareholder agreement, (B) payments made to option holders in connection with, or as a result of, any distribution made to shareholders and (C) any Charge in connection with the rollover, acceleration or payout of equity interests held by management and members of the board of the Borrower (or any Parent Entity) or any other Group Member,

(viii) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of FASB Accounting Standards Codification 715, and any other items of a similar nature,

(ix) [reserved],

(x) earn-out obligations, contingent obligation expense and other post-closing obligations (including, in each case, adjustments thereof) to sellers incurred in connection with the Acquisition and/or any acquisition or other Investment (including any acquisition or other Investment consummated prior to the Closing Date) which are paid or accrued during the applicable period,

(xi) the amount of any Charge or deduction associated with any Group Member that is attributable to any non-controlling interest or minority interest of any third party,

(xii) [reserved],

(xiii) add-backs and adjustments (A) contemplated by the Acquisition Agreement, (B) identified or set forth in the Quality of Earnings provided to the Lead Arrangers or the Sponsor Model delivered to the Lead Arrangers, (C) related to the Transactions and identified to the Lead Arrangers (including in any management presentation or any confidential information

memorandum) prior to the Closing Date (including in respect of any action taken on or prior to the Closing Date) and (D) identified or set forth in any quality of earnings analysis prepared by independent registered public accountants of recognized national standing or any other accounting or valuation firm reasonably acceptable to the Administrative Agent and delivered to the Administrative Agent in connection with any Permitted Acquisition or other Investment not prohibited hereunder; provided that no amounts may be added back pursuant to clause (C) of this clause (xiii) except to the extent permitted to be added back pursuant to clause (a)(xi) of the definition of “EBITDA” in the indenture with respect to the Secured Notes,

(xiv) the amount of management, monitoring, consulting, transaction, advisory, termination and similar fees and related indemnities, costs and expenses (including reimbursements) paid or accrued, and payments made to the Sponsor or Co-Investor (and/or their respective Affiliates or management companies) for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, and payments to directors of the Borrower or any Parent Entity actually paid or accrued; provided that such payment is permitted under this Agreement,

(xv) Charges relating to the sale of products in new locations, including, without limitation, start-up costs, initial testing and registration costs in new markets, the cost of feasibility studies, travel costs for employees engaged in activities relating to any or all of the foregoing and the allocation of general and administrative support in connection with any or all of the foregoing,

(xvi) any Charge on account of duplicative integration costs or similar duplicate or increased costs in respect of the transition services arrangements to be implemented in connection with the Acquisition, in each case resulting from the transition of the Borrower and its Subsidiaries to a standalone company,

plus

(b) at the option of the Borrower, without duplication, the sum of the following amounts for such period: (1) pro forma adjustments, including the amount of “run rate” cost savings, operating expense reductions, operational improvements and synergies (“Expected Cost Savings”) with respect to any corporate or business restructuring initiatives, any of the Transactions, any Specified Transaction, any acquisition or combination, the commencement of activities constituting a business line, the termination or discontinuance of activities constituting a business line or related to any other initiative (including the effect of increased pricing in customer contracts, the renegotiation of contracts or other arrangements or efficiencies from the shifting of production of one or more products from one manufacturing facility to another) (which Expected Cost Savings shall be added to Consolidated EBITDA until fully realized and calculated on a Pro Forma Basis as though such Expected Cost Savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions (it being understood that “run rate” shall mean the full reasonably expected recurring benefit that is associated with the relevant action); provided that (A) such Expected Cost Savings are factually supportable (or certified by a Responsible Officer of Holdings or the Borrower in good faith) and reasonably identifiable and projected by Holdings or the Borrower in good faith to be realized as a result of actions that have been taken or initiated or with respect to which steps have been taken or initiated or are expected to be taken or initiated within 24 months (in the good faith determination of Holdings or the Borrower) and (B) no Expected Cost Savings shall be added pursuant to this clause (b) to the extent duplicative of any Charges relating to such Expected Cost Savings that are included in clause (a) above or are excluded from Consolidated Net Income pursuant to clause (a) of the definition thereof; provided that the aggregate amount of add-backs and

adjustments to Consolidated EBITDA pursuant to this clause (b)(1) (together with any amounts included on a Pro Forma Basis with reference to this clause (b)(1)) for any period shall not exceed 25% of Consolidated EBITDA for such period (determined after giving effect to such add-backs and adjustments) and (2) other add-backs and adjustments calculated in accordance with Regulation S-X,

less

(c) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period),

(ii) the amount of any loss attributable to non-controlling interests of third parties in any Group Member that is not a wholly-owned subsidiary of Holdings added to and not deducted in such period from Consolidated Net Income, and

(iii) cash expenditures (or any netting arrangements resulting in increased cash expenditures) not representing Consolidated EBITDA in any period to the extent non-cash losses relating to such expenditures were added to the calculation of Consolidated EBITDA for any previous periods and not subtracted back;

in each case, as determined on a consolidated basis for Holdings and the Group Members in accordance with GAAP; provided that:

(I) there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any other Group Member during such period (other than any Unrestricted Subsidiary) whether such acquisition occurred before or after the Closing Date to the extent not subsequently sold, transferred or otherwise disposed of (but not including the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset acquired, including pursuant to a transaction consummated prior to the Closing Date, 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 Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition or conversion) determined on a historical Pro Forma Basis and (B) in the case of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting, the Consolidated EBITDA of such Person multiplied by the ownership percentage of the applicable Group Members therein,

(II) there shall be (A) excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than any Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Borrower or any other Group Member during such period (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) (each such Person, property, business or asset so sold, transferred or otherwise disposed of, closed or classified, 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 (including the portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical Pro Forma Basis and (B) included in determining Consolidated EBITDA for any period in which a Sold Entity or Business is disposed, an adjustment equal to the Pro Forma Disposal Adjustment with respect to such Sold Entity or Business (including the portion thereof occurring prior to such disposal) as specified in the Pro Forma Disposal Adjustment certificate delivered to the Administrative Agent (for further delivery to the Lenders), and

(III) Consolidated EBITDA shall be increased (with respect to losses) or decreased (with respect to gains) by, without duplication, any net realized gains and losses relating to (i) amounts denominated in foreign currencies resulting from the application of FASB ASC 830 (including net realized gains and losses from exchange rate fluctuations on intercompany balances and balance sheet items, net of realized gains or losses from related Swap Agreements (entered into in the ordinary course of business)) or (ii) any other amounts denominated in or otherwise trued-up to provide similar accounting as if it were denominated in foreign currencies.

Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018, Consolidated EBITDA for such fiscal quarters shall be deemed to be $398,000,000, $369,000,000, $439,000,000 and $455,000,000 (which amounts are agreed not to include adjustments pursuant to clause (b) above), respectively, in each case, as adjusted on a Pro Forma Basis, as applicable.

“Consolidated First Lien Net Debt” means the aggregate amount of Consolidated Total Net Debt (a) under this Agreement, (b) under the ABL Credit Agreement (but only for so long as the Indebtedness thereunder is secured by a Lien on the Collateral on an equal priority or senior basis (without regard to the control of remedies) to any Liens securing the Secured Obligations), (c) under the Secured Notes Documents (but only for so long as the Indebtedness thereunder is secured by a Lien on the Collateral on an equal priority or senior basis (without regard to the control of remedies) to any Liens securing the Secured Obligations) and (d) that is secured by a Lien on the Collateral on an equal priority or senior priority basis (without regard to the control of remedies) to any Liens securing the Secured Obligations or any Liens securing the obligations under the ABL Loan Documents (but only for so long as the Indebtedness thereunder is secured by a Lien on the Collateral on an equal priority or senior basis (without regard to the control of remedies) to any Liens securing the Secured Obligations); provided, for the avoidance of doubt, that the Netted Amounts shall be netted (but without duplication of amounts netted from Consolidated Total Debt as a component hereof) from the amount of such Consolidated First Lien Net Debt.

“Consolidated Net Income” means, for any period, the net income (or loss) of Holdings and the Group Members for such period determined on a consolidated basis in accordance with GAAP and before any reduction in respect of preferred stock dividends; provided that Consolidated Net Income shall exclude, without duplication:

(a) extraordinary, unusual, special, exceptional or non-recurring gains or losses or expenses (as determined by the Borrower in good faith) (less all fees and expenses relating thereto) (including any extraordinary, unusual, special, exceptional or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives and any accruals or reserves in respect of any extraordinary, unusual, special, exceptional or non-recurring items), severance, relocation costs, integration, separation and office or facility pre-opening, opening, closing, expansion and consolidation costs (including but not limited to termination costs, moving costs and legal costs), unused warehouse space costs, new contract costs, restructuring Charges (including restructuring and integration costs related to acquisitions after the Closing Date and adjustments to existing reserves and any restructuring Charge relating to any Permitted Reorganization, any IPO Reorganization Transactions or any Tax Restructuring), whether or not classified as restructuring expense on the consolidated financial statements, Charges attributable to the undertaking and/or implementation of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating expense reductions, synergies and/or similar initiatives or programs (including, without limitation, in connection with any inventory optimization program, integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any implementation of operational and reporting systems and initiatives (including any expense relating to the implementation of enhanced accounting or IT functions or new system designs)), systems implementation or establishment Charges, Charges relating to entry into a new market or to exiting a market, one time Charges (including compensation expense), consulting Charges, software and other intellectual property development Charges, Charges associated with new systems design, project startup Charges, Charges in connection with new operations, corporate development Charges, signing costs, retention, recruiting, relocation, signing or completion bonuses and expenses, human resources costs, transition costs and management transition costs, advertising costs, losses associated with temporary decreases in work volume and expenses related to maintaining underutilized personnel, costs relating to early termination of rights fee arrangements, costs or cost inefficiencies related to facility or property disruptions or shutdowns and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of multi-employer plan or pension liabilities), for such period,

(b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income,

(c) (i) Transaction Costs, (ii) any severance and the amount of any other success, change of control or similar bonuses or payments payable to any Permitted Payee and (iii) costs in connection with payments related to the rollover, acceleration or payout of Equity Interests and stock options held by any Permitted Payee, in each case of this clause (c) including the payment of any employer taxes related to the items in this clause (c),

(d) the net income (or loss) for such period of any Person that is an Unrestricted Subsidiary, except to the extent of the amount of dividends or distributions or other similar payments that are actually paid in cash or Cash Equivalents (or to the extent converted, or having the ability to be converted, into cash or Cash Equivalents) by such Unrestricted Subsidiary to Holdings or any Group Member during such period,

(e) any fees (including in the form of discount), costs, accruals, commissions and expenses (including any transaction, relocation or retention bonus or similar payment, rationalization, legal, tax, rating agency, syndication, accounting, structuring and other costs and expenses, travel and out-of-pocket costs, litigation and arbitration costs) incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, merger, consolidation, amalgamation, asset

disposition, issuance, exchange or repayment of debt or equity (including any IPO), becoming a standalone or public company, dividend, Restricted Payment, option buyout, recapitalization, refinancing transaction, early extinguishment, amendment or other modification of any debt instrument, hedging agreement or other derivative instrument (in each case, including the Transaction Costs and any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any Charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful (including, for the avoidance of doubt, the effects of expensing all transaction-related expenses in accordance with FASB Accounting Standards Codification 805 and gains or losses associated with FASB Accounting Standards Codification 460),

(f) any income (or loss) for such period attributable to the extinguishment, conversion or cancellation of Indebtedness, hedging agreements or other derivative instruments,

(g) accruals and reserves that are established or adjusted in accordance with GAAP (including the revaluation of inventory (including any impact of changes of inventory valuation policy methods including changes in capitalization of variances) or other inventory adjustments, any adjustment of estimated payouts on existing earnouts, property and equipment, leases, rights fee arrangements, software, goodwill, intangible assets, in-process research and development, deferred revenue, advanced xxxxxxxx and debt line items thereof) resulting from the application of recapitalization accounting, the acquisition method of accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition or similar Investment or the amortization, write-down or write-off of any amounts thereof or changes as a result of the adoption or modification of accounting policies during such period,

(h) all Non-Cash Compensation Expenses,

(i) any income (or loss) attributable to deferred compensation plans or trusts, any employment benefit scheme or any similar equity plan or agreement,

(j) (A) the amount of any Charge in connection with a single or one-time event (as determined by the Borrower in good faith), including, without limitation, in connection with the Acquisition and/or any Permitted Acquisition or other Investment not prohibited hereunder consummated after the Closing Date (including, without limitation, legal, accounting, bank and other professional fees and expenses incurred in connection with acquisitions and other Investments made prior to the Closing Date) and (B) Charges or expenses incurred in connection with any Permitted Reorganization, IPO Reorganization Transactions or Tax Restructuring (in each case, whether or not consummated),

(k) any gain (or loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business) or income (or loss) from 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),

(l) any non-cash gain (or loss) attributable to the mark to market movement in the valuation of hedging obligations or other derivative instruments pursuant to FASB Accounting Standards Codification 815-Derivatives and Hedging or mark to market movement of other financial instruments pursuant to FASB Accounting Standards Codification 825-Financial Instruments; provided that any cash payments or receipts relating to transactions realized in a given period shall be taken into account in such period,

(m) any non-cash gain (or loss) related to currency remeasurements of Indebtedness (including the net loss or gain resulting from hedging agreements for currency exchange risk and revaluations of intercompany balances or any other currency-related risk), unrealized or realized net foreign currency translation or transaction gains or losses impacting net income,

(n) any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures (provided, in each case, that the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income for the period in which such cash payment was made),

(o) any impairment Charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities;

(p) 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;

(q) Charges attributable to, and payments of, legal settlements, fines, judgments or orders; and

(r) Charges associated with, or in anticipation of, or preparation for, compliance with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (or other similar legislation) and Charges relating to compliance with the provisions of the Securities Act and the Exchange Act (or other similar legislation), as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, directors’ or managers’ compensation, fees and expense reimbursement, Charges relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees and listing fees (collectively, “Public Company Costs”);

provided, further, that, to the extent not already included in Consolidated Net Income for such period, Consolidated Net Income for such period shall include (i) in the case of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting, the net income (or loss) of such Person multiplied by the ownership percentage of the applicable Group Members therein and (ii) (x) without duplication of amounts included pursuant to clause (y) below, the amount of proceeds received from business interruption insurance or reimbursement of Charges that are covered by indemnification and other reimbursement provisions in connection with any acquisition or other Investment or any disposition of any asset permitted hereunder and (y) so long as the Borrower in good faith expects to receive such proceeds, the amount of proceeds due from business interruption insurance or reimbursement of Charges that are covered by indemnification and other reimbursement provisions in connection with any acquisition or other Investment or any disposition of any asset permitted hereunder, in each case, within the next four fiscal quarters (it being understood that to the extent such proceeds are not actually received within such period, such proceeds shall no longer be included in calculating Consolidated Net Income for such period (and any future period containing all or a portion of such period)).

“Consolidated Secured Net Debt” means Consolidated Total Net Debt that is secured by a Lien on the Collateral; provided, for the avoidance of doubt, that the Netted Amounts shall be netted (but without duplication of amounts netted from Consolidated Total Debt as a component hereof) from the amount of such Consolidated Secured Net Debt.

“Consolidated Total Assets” means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like caption) on a consolidated balance sheet of Holdings and the Group Members on such date.

“Consolidated Total Debt” means, as of any date of determination, the outstanding principal amount of all third-party Indebtedness for borrowed money (including purchase money Indebtedness), unreimbursed drawings under LC Instruments to the extent not reimbursed within one Business Day (or, in the case of commercial letters of credit, three Business Days) following the drawing thereof, Capital Lease Obligations and third-party Indebtedness obligations evidenced by bonds, debentures, notes or similar instruments, in each case of Holdings and the Group Members on such date, on a consolidated basis and determined in accordance with GAAP (but without giving effect to any election to value any such Indebtedness at “fair value”, as described in clause (ii) of the proviso in the definition of “GAAP”, or any other accounting principle that results in any such Indebtedness (other than zero coupon Indebtedness) being reflected as an amount below the stated principal amount thereof and excluding, in any event, the effects of any discounting of Indebtedness resulting from the application of acquisition method accounting in connection with any Permitted Acquisition or other Investment); provided that (i) Permitted Receivables Financings, Swap Agreements, Cash Management Obligations, Permitted Treasury Arrangements and Non-Capital Lease Obligations shall not constitute Indebtedness included in the definition of Consolidated Total Debt and (ii) to the extent not already included in Consolidated Total Debt as of such date, Consolidated Total Debt as of such date shall include, in the case of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting, the amount that would otherwise constitute Consolidated Total Debt of such Person multiplied by the ownership percentage of the applicable Group Members therein (but solely to the extent a proportionate share of the net income (or loss) of such Person is included in the calculation of Consolidated Net Income and Consolidated EBITDA).

“Consolidated Total Net Debt” means, as of any date of determination, Consolidated Total Debt as of such date, calculated (a) net of the Unrestricted Cash Amount as of such date and (b) to exclude any obligation, liability or indebtedness if, upon or prior to the maturity thereof, the applicable Person has irrevocably deposited with the proper Person in trust or escrow the necessary funds (or evidences of indebtedness) for the payment, redemption or satisfaction of such obligation, liability or indebtedness, and from and after such date such funds and evidences of such obligation, liability or indebtedness or other security so deposited are not included in the calculation of the Unrestricted Cash Amount (items (a) and (b), the “Netted Amounts”).

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings and the Group Members at such date, excluding the current portion of current and deferred income taxes over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings and the Group Members on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and obligations under LC Instruments to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes; provided that, for purposes of calculating Excess Cash Flow, increases or decreases in working capital (A) arising from acquisitions or dispositions by Holdings and the Group Members shall be measured from the date on which such acquisition or disposition occurred until the first anniversary of such acquisition or disposition with respect to the Person subject to such acquisition or disposition and (B) shall exclude (I) the impact of non-cash adjustments contemplated in the Excess Cash Flow calculation, (II) the impact of adjusting items in the definition of “Consolidated Net Income” and (III) any changes in

current assets or current liabilities as a result of (x) the effect of fluctuations in the amount of accrued or contingent obligations, assets or liabilities under hedging agreements or other derivative obligations, (y) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (z) the effects of acquisition method accounting.

“Contract Consideration” has the meaning assigned to such term in the definition of “Excess Cash Flow.”

“Contribution Indebtedness” means unsecured Indebtedness of the Borrower or any other Group Member in an aggregate outstanding principal amount equal to 100% of (x) the aggregate amount of cash contributions and (y) the Fair Market Value (as determined by the Borrower in good faith) of in-kind contributions of Cash Equivalents, marketable securities or Qualified Proceeds, in each case made after the Closing Date to Holdings and contributed to the Borrower in exchange for, or on account of, Qualified Equity Interests of Holdings and the Borrower, as applicable, except to the extent (a) such amount is utilized to increase any other basket or exception under Section 6.04 and Section 6.08, (b) such amount is utilized to increase the Available Amount or the Available Excluded Contribution Amount or (c) such amount is a Specified Equity Issuance.

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

“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.”

“Convertible Indebtedness” means Indebtedness of a Person (which may be guaranteed by the Guarantors) permitted to be incurred hereunder that is convertible into Qualified Equity Interests (and cash in lieu of fractional shares) or cash (in an amount determined by reference to the publicly traded price of such Qualified Equity Interests).

“Corresponding Tenor” means, with respect to any Available Tenor, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covered Agreement” has the meaning assigned to such term in Section 6.07(d).

“Credit Agreement Refinancing Indebtedness” means Indebtedness issued, 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, existing Loans or Commitments hereunder (“Refinanced Debt”); provided that such exchanging, extending, renewing, replacing or refinancing Indebtedness (a) does not mature earlier than the Refinanced Debt and, other than with respect to any Refinanced Debt consisting of RC Facility Commitments, does not have a Weighted Average Life to Maturity shorter than the then-remaining Weighted Average Life to Maturity of the Refinanced Debt (other than, in the case of this clause (a), with respect to (i) an aggregate principal amount at any time outstanding not to exceed the Refinancing Maturity Limitation Excluded Amount (as selected by the Borrower) and (ii)

any customary bridge loan facility, so long as the long-term Indebtedness into which any such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (a) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges), (b) with respect to Refinanced Debt consisting of RC Facility Commitments, will not require scheduled amortization or mandatory commitment reductions prior to the then-existing Latest Maturity Date of such Refinanced Debt, (c) is in an aggregate original principal amount (or accreted value, if applicable) that does not exceed the aggregate principal amount (or accreted value, if applicable) of the Refinanced Debt except (i) by an amount equal to unpaid accrued interest, penalties and premium (including tender premiums) thereon plus underwriting discounts, other amounts paid, and fees, commissions and expenses (including defeasance costs, upfront fees, original issue discount, initial yield payments or similar fees) incurred, in connection with such exchange, extension, renewal, replacement or refinancing, (ii) by an amount equal to any existing revolving commitments unutilized thereunder to the extent that the portion of any existing and unutilized revolving commitment being refinanced was permitted to be drawn hereunder immediately prior to such refinancing and such drawing shall be deemed to have been made and (iii) to the extent such excess amounts is otherwise permitted to be incurred under Section 6.01, (d) is not issued, borrowed or guaranteed by any entity that is not a Loan Party, (e) in the case of any secured Indebtedness (i) is not secured by any assets not securing the Secured Obligations and (ii) is secured on an equal priority basis (without regard to the control of remedies) with or on a junior basis to the Liens securing the Secured Obligations and is subject to an Acceptable Intercreditor Agreement and (f) has covenants and events of default (excluding optional prepayment and redemption terms) that either, at the option of the Borrower, (i) reflect market terms and conditions at the time of the issuance, incurrence or effectiveness of such Indebtedness or (ii) are substantially identical to or not materially more favorable to the lenders or investors providing such Indebtedness than the Refinanced Debt (it being understood that, in the case of this clause (ii), to the extent that any covenant or other provision is added for the benefit of any such Indebtedness, this clause (ii) shall be satisfied if such covenant or other provision is either (x) also added for the benefit of (A) in the case of revolving Indebtedness, the RC Facility or (B) in the case of term Indebtedness, the Initial Term Facility, in each case other than the applicable Refinanced Debt (and any such addition shall not require the consent of the Administrative Agent or any of the Lenders) or (y) only applicable to periods after the Latest Maturity Date at the time of such refinancing), in each case with respect to clauses (i) and (ii) above, when taken as a whole and as determined by the Borrower in good faith.

“Credit Extension” means the making of any Loan, including any Swingline Loan, on the occasion of any Borrowing and the issuance, amendment or modification (other than an amendment or modification in respect of a then outstanding Letter of Credit that does not increase the available amount thereof) or renewal or extension by any Issuing Bank of any Letter of Credit.

“Credit Facilities” means, collectively, the Term Facility, the RC Facility and the other credit facilities established under this Agreement.

“Cure Amount” has the meaning assigned to such term in Section 7.02.

“Cure Right” has the meaning assigned to such term in Section 7.02.

“Customary Term A Loans” means any term loans that are syndicated primarily to Persons regulated as banks in the primary syndication thereof, that, when made, have scheduled amortization of at least 2.5% per year prior to maturity, and that contain other provisions customary for “term A loans,” as reasonably determined by the Borrower in consultation with the Administrative Agent.

“Daily Simple SOFR” means:

(a) with respect to any Initial Term Loan, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that, if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion with the consent of the Borrower; and

(b) with respect to any RC Facility Loan denominated in Dollars and any 2023 Term Loan, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that is five (5) Business Days 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. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Daily Simple SOFR Borrowing” or “Daily Simple SOFR Loan” means a Loan or Borrowing that bears interest based upon Adjusted Daily Simple SOFR.

“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), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (including but not limited to, as applicable, the German Insolvency Code (Insolvenzordung) and the laws of Mexico).

“Declined Proceeds” has the meaning assigned to such term in Section 2.11(e).

“Default” means any event or condition that constitutes an Event of Default or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means, subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans or participations in Letters of Credit or Swingline Loans within two Business Days of the date on which such Loans or participations were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s 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 or (ii) pay over to the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder within two Business Day of the date when due, (b) has notified the Borrower, the Administrative Agent, the Swingline Lender or any Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Xxxxxx’s obligation to fund a Loan hereunder and states that such position is based on such Xxxxxx’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon

receipt of such written confirmation by the Administrative Agent and the Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action (or other similar proceeding); provided that a Lender shall not be a Defaulting Lender solely by virtue of (x) the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority or (y) without limiting the foregoing clauses (a)-(d), with respect to a RC Facility Lender (or any direct or indirect parent company thereof) organized under the laws of the Netherlands, the commencement of an undisclosed administration proceeding under the Dutch Financial Supervision Act of 2007, in each case so long as such ownership interest or undisclosed proceeding does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each Issuing Bank, the Swingline Lender and each other Lender promptly following such determination.

“Defaulting Lender Fronting Exposure” means, at any time there is an RC Facility Lender that is a Defaulting Lender, (a) with respect to each applicable Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding Letter of Credit obligations (other than Letter of Credit obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other RC Facility Lenders or Cash Collateralized in accordance with the terms hereof) and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans (other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other RC Facility Lenders in accordance with the terms hereof or Cash Collateralized in accordance with the terms hereof).

“Delaware Divided LLC” means any Delaware LLC formed upon the consummation of a Delaware LLC Division.

“Delaware Divided LP” means any limited partnership which has been formed upon the consummation of a Delaware LP Division.

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

“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.

“Delaware LP Division” means the statutory division of any limited partnership into two or more limited partnerships pursuant to Section 17-220 of the Delaware Limited Partnership Act.

“Deposit Account Control Agreement” means a control agreement executed by the Collateral Agent, the applicable Loan Party and the applicable bank or other depository at which a deposit account of such Loan Party is maintained (or, in the case of any Non-US Loan Party, similar arrangements under the laws of the applicable jurisdiction) that, in each case, gives the Collateral Agent the right, without further action by the applicable Loan Party, to direct the disposition of the funds in such deposit account.

“Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or any other Group Member in connection with a Disposition pursuant to Section 6.05(k) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth the basis of such valuation (which amount will be reduced by the Fair Market Value of the portion of the non-cash consideration converted to cash or Cash Equivalents, as and when so converted).

“Discount Prepayment Accepting Lender” has the meaning assigned to such term in Section 2.11(a)(ii)(B).

“Discount Range” has the meaning assigned to such term in Section 2.11(a)(ii)(C)(1).

“Discount Range Prepayment Amount” has the meaning assigned to such term in Section 2.11(a)(ii)(C)(1).

“Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.11(a)(ii)(C)(1) substantially in the form of Exhibit D.

“Discount Range Prepayment Offer” means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit E, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

“Discount Range Prepayment Response Date” has the meaning assigned to such term in Section 2.11(a)(ii)(C)(1).

“Discounted Prepayment Closing Date” means, in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offers, five Business Days following the receipt by each relevant Term Lender of notice from the Auction Agent in accordance with Section 2.11(a)(ii)(B), Section 2.11(a)(ii)(C) or Section 2.11(a)(ii)(D), as applicable, unless another period is agreed to between the Borrower and the Auction Agent.

“Discounted Prepayment Determination Date” has the meaning assigned to such term in Section 2.11(a)(ii)(D)(3).

“Discounted Term Loan Prepayment” has the meaning assigned to such term in Section 2.11(a)(ii).

“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 the Group Members in the definition of “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its 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.

“Disposition” has the meaning assigned to such term in Section 6.05. “Dispose” and “Disposed” have meanings correlative thereto. The Fair Market Value of any assets or other property Disposed of shall be determined at the time provided for in Section 1.09(a).

“Disqualified Equity Interest” means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:

(a) matures (excluding any maturity as a result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than solely for Equity Interests in such Person or in the IPO Entity that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise;

(b) is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Equity Interests (other than solely for Equity Interests in such Person or in the IPO Entity that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or

(c) is redeemable (other than solely for Equity Interests in such Person or in the IPO Entity that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or is required to be repurchased by such Person or any of its Affiliates, in whole or in part, at the option of the holder thereof;

in each case, on or prior to the date 91 days after the Latest Maturity Date (determined as of the date of issuance thereof or, in the case of any such Equity Interests outstanding on the Closing Date, the Closing Date); provided, however, that (i) an Equity Interest in any Person that would not constitute a Disqualified Equity Interest but for terms thereof giving holders thereof (or holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require such Person to redeem or purchase such Equity Interest upon the occurrence of an “asset sale,” a “change of control”, a “qualifying IPO” or similar event shall not constitute a Disqualified Equity Interest if such Equity Interest provides that the issuer thereof will not redeem any such Equity Interest pursuant to such provisions prior to the Termination Date, (ii) if an Equity Interest in any Person is issued pursuant to any plan for the benefit of Permitted Payees or by any such plan to such Persons, such Equity Interest shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by Parent Entity, the Borrower, any other Group Member or any of their respective Subsidiaries in order to satisfy applicable statutory or regulatory obligations of such Parent Entity, the Borrower, such other Group Member or such Subsidiary and (iii) no Equity Interest held by any Permitted Payee shall be considered a Disqualified Equity Interest solely because such stock is redeemable or subject to repurchase pursuant to any customary stock option, employee stock award or similar agreement that may be in effect from time to time.

“Disqualified Lenders” means:

(a) (1) those Persons identified in writing by the Borrower (or its predecessor in interest) or the Sponsor to the Lead Arrangers in writing on or prior to December 11, 2018 (or, if after such date but prior to the launch of general syndication of the Credit Facilities, that are acceptable to the Lead Arrangers) and (2) solely with respect to the 2023 Term Loans, those Persons identified in writing by the Borrower or the Sponsor to the Administrative Agent in writing on or prior to the Amendment No. 4 Effective Date (or after such date and reasonably acceptable to the Administrative Agent);

(b) any Company Competitor that is identified in writing by the Borrower (or its predecessor in interest) or the Sponsor to the Lead Arrangers on or prior to the Closing Date (which list of Company Competitors may be supplemented by the Borrower after the Closing Date by means of a written notice to the Administrative Agent);

(c) any Affiliate of any Person described in clauses (a) and (b) above that is either (i) identified in writing to the Administrative Agent or (ii) reasonably identifiable on the basis of such Affiliate’s name (other than any Affiliate that is a Bona Fide Debt Fund, unless such Bona Fide Debt Fund shall otherwise constitute a Person referred to in clause (a) or (b) of this definition); and

(d) any Excluded Affiliate;

it being understood and agreed that, other than with respect to clause (a)(2) above (in respect of 2023 Term Loans), the identification of any Person as a Disqualified Lender after the Closing Date (or with respect to clause (a)(2) above, after the Amendment No. 4 Effective Date) shall not apply to retroactively disqualify any Person that has previously acquired an assignment or participation interest in the applicable Loans of such Class if such Person was not a Disqualified Lender at the time of such assignment or participation in the applicable Class; provided, further, in the case of additions pursuant to the parenthetical included in clause (a)(2) above (only), that, unless otherwise agreed by the Administrative Agent, any such post-Amendment No. 4 Effective Date identification shall not be effective until 48 hours following the submission of such update in writing to the Administrative Agent (assuming that the Administrative Agent has approved such addition as required by clause (a)(2) above) and any such potential post-Amendment No. 4 Effective Date disqualification (only) shall be tested as of the “trade date” for any proposed assignment rather than the “settlement date” therefor.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in any other currency, the equivalent amount thereof in Dollars as determined in accordance with Section 1.06 hereof.

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

“Domestic Loan Party” means any Loan Party that is not a Foreign Loan Party.

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

“Early Opt-in Election” means, if the then-current Benchmark is the US LIBOR Screen Rate, the occurrence of:

(a) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities for companies owned by top-tier financial sponsors in North America at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review); and

(b) the joint election by the Administrative Agent and the Borrower to trigger a fallback from the US LIBOR Screen Rate and the provision by the Administrative Agent of written notice of such election to the Lenders of the affected Class.

“ECF Percentage” means, with respect to the prepayment required by Section 2.11(d) with respect to any fiscal year of the Borrower, if the First Lien Net Leverage Ratio, calculated at the time of such prepayment and on a Pro Forma Basis after giving effect thereto, is (a) greater than 4.75:1.00, 50% of Excess Cash Flow for such fiscal year, (b) less than or equal to 4.75:1.00 but greater than 4.50:1.00, 25% of Excess Cash Flow for such fiscal year and (c) less than or equal to 4.50:1.00, 0% of Excess Cash Flow for such fiscal year; provided that, for the avoidance of doubt, if after taking into account any portion of a prepayment required pursuant to Section 2.11(d), the First Lien Net Leverage Ratio shall be reduced to the level set forth in either clause (b) or (c), above, the remainder of such prepayment required to be made on such date shall be made in accordance with the percentage set forth in such clause (b) or (c), above, as applicable.

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

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

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

“Effective Yield” means, with respect to any Indebtedness, as of any date of determination, the effective yield applicable thereto calculated by the Administrative Agent in consultation with the Borrower in a manner consistent with generally accepted financial practices, taking into account (a) the higher of (i) the applicable Adjusted Eurocurrency Rate or Adjusted Term SOFR Rate, as applicable, on such date for a deposit with a maturity of three months and (ii) the “floor”, if any, with respect thereto as of such date, (b) the Applicable Rate (or other applicable margin) as of such date for Term Benchmark Loans (or other loans that accrue interest by reference to a similar reference rate) and (c) the amount of any original issue discount and/or upfront fees paid and payable by the Borrower or any other Group Member thereon (which shall be deemed to constitute like amounts of original issue discount and which will be converted to yield assuming a four-year average life (or, if shorter, remaining life) and without any present value discount), but excluding the effect of (i) any structuring, advisory, success, underwriting, commitment, arrangement, ticking, amendment, consent or other similar fees payable in connection therewith (whether or not shared with all lenders or holders of such Indebtedness) and (ii) any other fees payable in connection therewith that are not shared with all lenders or holders of such Indebtedness (or, if there is only one lender (or one affiliated group of lenders), are of the type not customarily shared with lenders generally).

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any commercial bank, insurance company, finance company, financial institution, any fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act), other than, in each case, (i) a natural Person or an investment vehicle established primarily for the benefit thereof, (ii) a Defaulting Lender, (iii) a Disqualified Lender or an investment vehicle established primarily for the benefit thereof or (iv) Holdings, the Borrower or any of its Affiliates (other than, in the case of this clause (iv), in accordance with Sections 9.04(g), (h) or (i), as applicable).

“Environmental Laws” means Requirements of Law relating to (a) the protection of the environment or natural resources, (b) the protection of worker health and safety (to the extent such relates to exposure to Hazardous Materials), (c) the presence, Release, generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Material in, on, at, under, or about any location or (d) the listing, notification, registration, testing or reporting with respect to any chemical substance under the U.S. Toxic Substances Control Act, the E.U. Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) regulation, or similar Requirement of Law implemented by any Government Agency.

“Environmental Liability” means (a) any liability, obligation, loss, damages, claim, action, judgment, order, decree or cost, contingent or otherwise (including damages, costs of medical monitoring, costs of environmental remediation or restoration, administrative oversight costs, consultants’ fees, fines, penalties and indemnities) directly or indirectly arising from or relating to (i) any actual or alleged violation (including any investigations, inquiries or similar proceedings which may result in the finding of an actual or alleged violation) of or noncompliance with any Environmental Law or permit, license or approval issued thereunder or (ii) any actual or alleged presence or Release of, or exposure to, any Hazardous Materials, or non-compliance with any Environmental Law, at any location, including any formerly owned, leased or operated properties, or any former, closed, divested or discontinued business or operations and (b) any of the foregoing assumed, retained or imposed by contract, operation of law or otherwise.

“Equity Contribution” means the direct or indirect cash equity contributions (with all such contributions to be in the form of (a) common equity, (b) preferred equity not constituting Disqualified Equity Interests or (c) other preferred equity or other instruments having terms reasonably acceptable to the Lead Arrangers) made by the Investors arranged by or designated by the Sponsor directly or indirectly to Holdings or any Parent Entity (and further contributed to Holdings) (the “Equity Capitalization”), in an aggregate amount, when taken together with all Equity Interests (including restricted stock or options) retained, rolled over or directly or indirectly invested in Holdings or any Parent Entity (of the type of Equity Interests described in the preceding clauses (a) through (c)) issued to, or otherwise directly or indirectly held or acquired by, any existing shareholders, board members and/or management of the Purchased Companies, equal to at least 22.5% (the “Minimum Equity Percentage”) of the sum (the “Total Capitalization”) of (i) the aggregate principal amount of the Credit Facilities, the Notes and the ABL Facility funded on the Closing Date (but excluding (1) the gross proceeds of any debt incurred on the Closing Date to fund original issue discount or upfront fees resulting from market “flex” or “securities demand” actions, (2) the gross proceeds of any ABL Loans or RC Facility Loans borrowed on the Closing Date for working capital purposes or to fund working capital adjustments or purchase price adjustments under the Acquisition Agreement or for Transaction Costs, (3) the gross proceeds of any ABL Loans or RC Facility Loans borrowed on the Closing Date to replace, backstop or cash collateralize existing LC Instruments and (4) any LC Instrument outstanding on the Closing Date) plus (ii) the Equity Capitalization, minus (iii) the aggregate amount of cash on hand at the Purchased Companies and the Purchased Consolidated Ventures on the Closing Date (excluding, for the avoidance of doubt, any retained proceeds of any of the Credit Facilities, Notes or the ABL Facility funded on the Closing Date); provided that the Sponsor, immediately after giving effect to the Transactions on the Closing Date, shall directly or indirectly, by contract or otherwise, Control at least a majority of the outstanding voting Equity Interests of Holdings on the Closing Date.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, but excluding for the avoidance of doubt any Indebtedness convertible into or exchangeable for any of the foregoing.

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

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section 414(b) or Section 414(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(m) or (o) of the Code.

“ERISA Event” means (a) any “reportable event” as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) any failure by a Loan Party or any ERISA Affiliate to satisfy the minimum funding standards (within the meaning of Section 412 or Section 430 of the Code or Section 302 or Section 303 of ERISA) applicable to any Plan, whether or not waived; (c) the filing pursuant to Section 412 of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (e) the incurrence by a Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA (other than premiums due and not delinquent under Section 4007 of ERISA) with respect to the termination of any Plan; (f) the receipt by a Loan Party or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan under Section 4041 of ERISA or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (g) the incurrence by a Loan Party or any ERISA Affiliate of any liability with respect to the withdrawal from any Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (h) a complete or partial withdrawal (within the meanings of Section 4203 and Section 4205 of ERISA, respectively) by a Loan Party or any ERISA Affiliate from a Multiemployer Plan; (i) the occurrence of a Foreign Benefit Plan Event or (j) the receipt by a Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from a Loan Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is reasonably expected to be, “insolvent,” within the meaning of Section 4245 of ERISA, or in “endangered” or “critical” status, within the meanings of Section 305 of ERISA or Section 432 of the Code.

“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.

“EURIBOR Screen Rate” has the meaning assigned to such term in the definition of “Eurocurrency Rate”.

“Euro” or “€” means the single currency of participating member states of the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

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

“Eurocurrency Loan” or “Eurocurrency Borrowing” means a Loan or Borrowing that bears interest at a rate determined by reference to the Adjusted Eurocurrency Rate.

“Eurocurrency Rate” means, subject to Section 1.18 (to the extent applicable) and Section 2.14:

(a) in the case of Dollar denominated Initial Term Loans, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the LIBOR01 page of the Reuters screen (or, in the event such rate does not appear on such Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion) that displays the ICE Benchmark Administration Limited (or the successor interest rate benchmark provider if ICE Benchmark Administration Limited is no longer making the applicable interest settlement rate available) rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period (the “US LIBOR Screen Rate”), determined as of approximately 11:00 a.m. (London time) on the applicable Interest Rate Determination Date (but if more than one applicable rate is specified on such page, the rate will be an arithmetic average of all such rates); provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurocurrency Rate” for any Dollar denominated Initial Term Loans shall be the Interpolated Rate; or

(b) in the case of Euro denominated Loans, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the EURIBOR01 page of the Reuters screen (or, in the event such rate does not appear on such Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion) that displays the European Money Markets Institute (or the successor interest rate benchmark provider if European Money Markets Institute is no longer making the applicable interest settlement rate available) rate for deposits in Euros (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period (the “EURIBOR Screen Rate”), determined as of approximately 11:00 a.m. (Brussels time) on the applicable Interest Rate Determination Date (but if more than one applicable rate is specified on such page, the rate will be an arithmetic average of all such rates); provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurocurrency Rate” for Euro denominated Loans shall be the Interpolated Rate; or

(c) in the case of Loans denominated in any Approved Foreign Currency (other than Euro) or Alternative Currency, the rate established by the Borrower and the applicable RC Facility Lenders with the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), pursuant to Section 1.11; or

(d) for any interest calculation with respect to an ABR Loan on any date (and for purposes of determinations under clause (c) of the definition of “Alternate Base Rate”), the rate per annum equal to the US LIBOR Screen Rate, determined as of approximately 11:00 a.m. (London Time) on such date for deposits in Dollars being delivered in the London interbank market for a term of one month commencing that day (but if more than one rate for a term of one month is specified on such page, the rate will be an arithmetic average of all such rates for a term of one month); provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurocurrency Rate” for ABR Loans shall be the Interpolated Rate.

“Event of Default” has the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” means, for any period, an amount (if positive) equal to the excess of:

(a) the sum (in each case, for Holdings and the Group Members on a consolidated basis), without duplication, of:

(i) Consolidated Net Income for such period,

(ii) an amount equal to the amount of all non-cash Charges to the extent deducted in arriving at such Consolidated Net Income (provided, in each case, that if any non-cash Charge represents an accrual or reserve for cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Excess Cash Flow in such future period),

(iii) decreases in Consolidated Working Capital, long-term receivables and long-term prepaid assets and increases in long-term deferred revenue for such period,

(iv) an amount equal to the aggregate net non-cash loss on dispositions by the Borrower and the other Group Members during such period (other than dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income, and

(v) extraordinary cash gains during such period; less:

(b) the sum (in each case, for Holdings and the Group Members on a consolidated basis), without duplication (including in any subsequent fiscal years), of:

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income (including any amounts included in Consolidated Net Income pursuant to the last proviso to the definition of “Consolidated Net Income” to the extent such amounts are not received in cash during such period) and cash Charges included in clauses (a) through (r) of the definition of “Consolidated Net Income”, except to the extent such cash Charges were financed with long-term Indebtedness (other than revolving Indebtedness),

(ii) [reserved],

(iii) (x) the aggregate amount of all principal payments of Indebtedness (whether by optional prepayment, payment at maturity, mandatory prepayment or otherwise), including the principal component of payments in respect of Capitalized Leases, but excluding (I) all prepayments of revolving loans and swingline loans (including RC Facility Loans and Swingline Loans) made during such period (other than in respect of any revolving credit facility to the extent there is an equivalent permanent reduction in commitments thereunder), (II) all principal prepayments of Indebtedness to the extent reducing the required prepayment of Term Loans pursuant to Section 2.11(d) as a result of the application of clauses (i) through (ix) thereof and (III) all principal payments of Indebtedness to the extent financed with long-term Indebtedness (other than revolving Indebtedness) and (y) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the other Group Members during such period that are required to be made in connection with any prepayment of Indebtedness, to the extent not financed with long-term Indebtedness (other than revolving Indebtedness),

(iv) an amount equal to the aggregate net non-cash gain on Dispositions by Holdings and the Group Members during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,

(v) increases in Consolidated Working Capital, long-term receivables and long-term prepaid assets and decreases in long-term deferred revenue for such period,

(vi) cash payments by Holdings and the Group Members during such period in respect of non-current liabilities of Holdings and the Group Members other than Indebtedness, to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income and were not financed with long-term Indebtedness (other than revolving Indebtedness),

(vii) to the extent not expensed (or exceeding the amount expensed) during such period or not deducted (or exceeding the amount deducted) in calculating Consolidated Net Income, the aggregate amount of Charges paid or payable in cash by the Borrower and any other Group Member during such period, other than to the extent financed with long-term funded Indebtedness (other than revolving Indebtedness),

(viii) without duplication, an amount equal to all Charges excluded in calculating Consolidated Net Income to the extent paid or payable in cash,

(ix) [reserved],

(x) without duplication of amounts deducted from Excess Cash Flow in prior periods or the current period (including with respect to any reductions made pursuant to Section 2.11(d)), at the option of the Borrower, (1) the aggregate consideration required to be paid in cash by Holdings or any Group Member pursuant to binding contracts, commitments, letters of intent or purchase orders (the “Contract Consideration”), in each case, entered into prior to or during such period and (2) to the extent set forth in a certificate of a Financial Officer delivered to the Administrative Agent at or before the time the Compliance Certificate for the period ending simultaneously with such period is required to be delivered pursuant to Section 5.01(d), the aggregate amount of cash that is reasonably expected to be paid in respect of planned cash expenditures by Holdings or any Group Member (the “Planned Expenditures”), in the case of each of clauses (1) and (2), relating to Permitted Acquisitions, other Investments (other than Investments to be made pursuant to Section 6.04(a), (c), (o) and (t)) or Capital Expenditures (including other purchases of Intellectual Property) to be consummated or made during the immediately succeeding fiscal year; provided that to the extent the aggregate amount of cash (excluding, for the avoidance of doubt, cash constituting proceeds of long-term Indebtedness (other than revolving Indebtedness)) of Holdings or the Group Members actually utilized to finance such Permitted Acquisitions, Investments or Capital Expenditures during such subsequent period is less than the Contract Consideration or Planned Expenditures, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period,

(xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, (1) the amount of Taxes (including penalties and interest) paid in cash in such period to the extent they exceed the amount of Tax expense deducted in determining Consolidated Net Income for such period and (2) (x) Tax reserves set aside and (y) Taxes payable or reasonably estimated to be payable (this clause (y), “Estimated Taxes”), in each case, with respect to Taxes payable in the immediately succeeding tax year; provided that to the extent any such Tax reserves are not actually applied to the payment of Taxes in the immediately succeeding tax year or actual Tax expense is less than Estimated Taxes in the immediately succeeding tax year, the amount of such Tax reserve or shortfall shall be added to the calculation of Excess Cash Flow at the end of such period;

provided, further that for purposes of this paragraph, “Taxes” shall also be deemed to include (without duplication) any Permitted Tax Distribution not otherwise applied to reduce the required prepayment of Term Loans pursuant to Section 2.11(d),

(xii) the amount of cash payments made in respect of pensions and other postemployment benefits in such period to the extent not deducted in arriving at such Consolidated Net Income,

(xiii) to the extent not deducted in arriving at Consolidated Net Income, cash fees, expenses and purchase price adjustments incurred in connection with the Transactions or any permitted Investment, issuance of Equity Interests or debt issuance (whether or not consummated) and any Restricted Payment made to pay any of the foregoing incurred by the Borrower, and

(xiv) cash expenditures in respect of hedging or derivative arrangements permitted hereunder during such period to the extent not deducted in calculating Consolidated Net Income.

“Excess Cash Flow Period” has the meaning assigned to such term in Section 2.11(d).

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time.

“Exchange Rate” means, on any day, with respect to conversions between Dollars and any other currency, the Spot Rate; provided that if at the time of any such determination, for any reason, no such Spot Rate is being quoted, the Administrative Agent or the applicable Issuing Bank, as applicable, may use any reasonable method it deems applicable to determine such rate, and such determination shall be conclusive absent manifest error; provided, further, that if such Exchange Rate is being determined by the Borrower for the purpose of determining compliance under Articles V, VI, VII or VIII and as of any date, no such Spot Rate is being quoted, the Borrower may thereafter use any customary method that it reasonably determines in good faith is an appropriate substitute to determine such rate and shall promptly notify the Administrative Agent of such substitute. For purposes of determining the Exchange Rate in connection with an Approved Foreign Currency or Alternative Currency, such Exchange Rate shall be determined as of the Exchange Rate Determination Date for the applicable date of Borrowing or issuance of Letter of Credit. Each of the Administrative Agent and each Issuing Bank shall promptly provide the Borrower with the then current Exchange Rate used by the Administrative Agent or such Issuing Bank, as applicable, upon the Borrower’s request therefor, and the Borrower shall promptly provide the Administrative Agent with the then current Exchange Rate used by the Borrower upon the Administrative Agent’s request therefor.

“Exchange Rate Determination Date” means for purposes of the determination of the Exchange Rate of any stated amount on any Business Day in relation to (a) a Loan denominated in an Approved Foreign Currency or Alternative Currency, the date which is two Business Days prior to the date for the applicable Borrowing or (b) a Letter of Credit denominated in an Approved Foreign Currency or Alternative Currency, each date that is (i) two Business Days prior to the date of issuing, amending or extending such Letter of Credit, (ii) with respect to each issued Letter of Credit, on a monthly basis (or such other less frequent basis as the relevant Issuing Bank shall reasonably require) following the date on which a Letter of Credit is issued and (iii) a date of payment by the applicable Issuing Bank under such Letter of Credit.

“Excluded Accounts” means (a) deposit accounts listed on Schedule 1.01(b) hereto or any other deposit account that is similar in function to the accounts described on such Schedule after the Closing Date consistent with past practices, (b) deposit accounts subject to Cash Pooling Arrangements (“Cash Pooling

Accounts”), (c) deposit accounts established (or otherwise maintained) by the Loan Parties as to which the average monthly end-of-day balance does not exceed $25,000,000 in the aggregate for all such accounts excluded pursuant to this clause (c), (d) any Trust Fund Account, (e) deposit accounts used by the Loan Parties exclusively for disbursements and payments (including payroll) in the ordinary course of business, (f) deposit accounts that are zero balance accounts, (g) deposit accounts that are located outside of the United States and contain only cash or proceeds from sales to foreign customers or (h) deposit accounts that hold proceeds that solely consist of Permitted Receivables Financing Assets.

“Excluded Affiliates” means Affiliates of the Lead Arrangers that are engaged as principals primarily in private equity, mezzanine financing or venture capital.

“Excluded Assets”means (a) (i)(A) any owned real property other than Material Real Property that is located in the United States or (B) any real property (including any Material Real Property referred to in clause (A)) located in a special flood hazard area or in the event such property or a Mortgage thereon would be subject to any flood insurance due diligence, flood insurance requirements or compliance with any Flood Insurance Laws (it being agreed that if it is subsequently determined that any property subject to, or otherwise required or intended to be subject to, a Mortgage is or might be located in a special flood hazard area, (I) such property shall be deemed to constitute an “Excluded Asset” until a determination is made that such property is not located in a special flood hazard area and does not require flood insurance and (II) if there is an existing Mortgage on such property, such Mortgage shall be released if located in a special flood hazard area and would require flood insurance or if it cannot be determined whether such real property is located in a special flood hazard area or would require flood insurance if the time or information necessary to make such determination would (as determined by the Borrower in good faith) delay or impair the intended date of any Credit Extension or effectiveness of any amendment or supplement hereto) and (ii) all leasehold interests in real property and, except to the extent a security interest therein can be perfected by the filing of an “all assets” UCC financing statement or PPSA financing statement (or equivalent filing under a similar Requirement of Law), leasehold interests in any other assets, (b) any governmental or regulatory licenses or state or local franchises, charters, consents, permits or authorizations, to the extent the granting of a security interest in any such license, franchise, charter, consent, permit or authorization would be prohibited or restricted thereby (including any legally effective prohibition or restriction, but excluding any prohibition or restriction that is ineffective under the UCC, PPSA or equivalent Requirement of Law of any applicable jurisdiction), (c) any asset to the extent a pledge thereof or grant of security interest therein is prohibited or restricted by any Requirement of Law (including any legally effective requirement to obtain the consent, approval, license or authorization of any Governmental Authority, except to the extent such consent has been obtained, other than to the extent that any such prohibition would be rendered ineffective pursuant to any other applicable Requirements of Law, including the UCC or PPSA of any applicable jurisdiction) (with no requirement to obtain the consent, approval, license or authorization of any Governmental Authority or third party, including, without limitation, no requirement to comply with the Federal Assignment of Claims Act or any similar statute), (d) Margin Stock, (e) assets to the extent a grant or perfection of a security interest in such assets could reasonably be expected to result in non-de minimis adverse Tax consequences or non-de minimis adverse regulatory consequences to Holdings or any of its Subsidiaries or Parent Entities (as determined by the Borrower in good faith and in consultation with the Administrative Agent (or the administrative agent under the ABL Facility, in the case of assets that would constitute ABL Priority Collateral)) (other than, in the absence of a Specified Tax Event, as a result of the application of Section 956 of the Code), (f) (i) Excluded Foreign Intellectual Property and (ii) any intent-to-use trademark or service mark application for the registration of a trademark or service mark filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051 prior to the filing of a “Statement of Use” or “Amendment to Allege Use” or similar filing with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which the grant of a security interest therein would impair the validity

or enforceability of such “intent to use” trademark or service mark application or any registration issuing therefrom under applicable federal law; provided that, upon the filing of a “Statement of Use” or “Amendment to Allege Use”, such trademark application will cease to be an Excluded Asset, (g) any general intangible and any lease, sublease, license, occupancy agreement, permit or other agreement or any property or right subject thereto (including pursuant to a purchase money security interest, capital lease obligation or similar arrangement or, in the case of after-acquired property, pre-existing secured debt not incurred in anticipation of the acquisition by the applicable Loan Party of such property) permitted hereunder to the extent that a grant of a security interest therein would violate or invalidate such item or create a breach, default or right of termination in favor of or otherwise require consent thereunder from any other party thereto (other than any Loan Party) after giving effect to the applicable anti-assignment provisions of the UCC or PPSA of any applicable jurisdiction or other similar applicable Requirement of Law, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or PPSA of any applicable jurisdiction or other similar applicable Requirement of Law notwithstanding such prohibition, (h) after a Specified Tax Event, (x) any Equity Interests in excess of 65% of the voting Equity Interests of any first-tier CFC or FSHCO and (y) any assets of any CFC or FSHCO (including any assets or Equity Interests in Subsidiaries of any CFC or FSHCO), (i) any Equity Interest and asset of any (A) Person other than a wholly-owned Restricted Subsidiary of the Borrower, (B) Immaterial Subsidiary, (C) Unrestricted Subsidiary, (D) Limited Purpose Subsidiary or (E) employee stock ownership plan or trust established by Holdings or any of its Subsidiaries or a direct or indirect parent of Holdings (to the extent such employee stock ownership plan or trust has been funded by Holdings or any Subsidiary or a direct or indirect parent of Holdings), (j) Permitted Receivables Financing Assets subject to (or otherwise sold, contributed, pledged, factored, transferred or otherwise Disposed in connection with) any Permitted Receivables Financing (including Existing Receivables Financing), (k) any Vehicle (other than to the extent a security interest therein can be perfected by filing an “all assets” UCC financing statement or equivalent filing and without the requirement to list any VIN, serial or similar number), (l) any letter of credit right (other than to the extent a security interest in such right can be perfected by filing an “all assets” UCC financing statement or PPSA financing statement or equivalent filing) or Commercial Tort Claim other than a Material Commercial Tort Claim, (m) except to the extent constituting ABL Priority Collateral while the ABL Facility is in effect, cash and Cash Equivalents (other than cash and Cash Equivalents representing identifiable proceeds of other Collateral, a security interest in which can be perfected solely through the filing of an “all-assets” UCC financing statement)), and any deposit, commodity or securities account (including any securities entitlement and any related asset) (except to the extent a security interest therein can be perfected solely through the filing of an “all-assets” UCC financing statement), (n) any Equity Interests or other securities of a Subsidiary to the extent that the pledge of or grant of any Lien on such Equity Interests or other securities for the benefit of any holders of such Equity Interests or securities results in Holdings or any of its Subsidiaries being required to file separate financial statements for the issuer of such capital stock or securities with the SEC (or another Governmental Authority) pursuant to either Rule 3-10 or 3-16 of Regulation S-X under the Securities Act (or any successor regulation), or any other Requirement of Law in effect from time to time, but only to the extent necessary to not be subject to such requirement, (o) any asset excluded pursuant to the definition of “Collateral and Guarantee Requirement” or, with respect to any asset or Equity Interest of any Foreign Loan Party, the Agreed Security Principles and (p) Excluded Accounts. Other assets shall be deemed to be “Excluded Assets” if (i) the Administrative Agent and the Borrower reasonably agree in writing that the cost, burden, difficulty or consequence of obtaining or perfecting a security interest in such assets (other than, in the absence of a Specified Tax Event, as a result of the application of Section 956 of the Code) is excessive in relation to the benefit to the Administrative Agent and/or Collateral Agent and the Lenders of the security to be afforded thereby or the value of such assets as Collateral or (ii) in the case of any asset that would constitute ABL Priority Collateral, the administrative agent under the ABL Facility has determined that such asset shall not or does not constitute collateral under the ABL Facility (and the Administrative Agent shall execute any documentation reasonably requested by the Borrower in connection therewith).

“Excluded Foreign Intellectual Property” means any right, title or interest in or to any Intellectual Property to the extent that such right, title or interest is governed by or arises or exists under, pursuant to or by virtue of the laws of any jurisdiction other than an Applicable Security Jurisdiction.

“Excluded Proceeds” has the meaning assigned to such term in the definition of “Prepayment Event”.

“Excluded Subsidiary” means any of the following (except as otherwise provided in clause (b) of the definition of “Subsidiary Loan Party”): (a) any Subsidiary that is not a wholly-owned subsidiary of the Borrower, (b) each Subsidiary listed on Schedule 1.01(c), (c) each Unrestricted Subsidiary, (d) each Immaterial Subsidiary, (e) any Subsidiary that is prohibited or restricted by (i) applicable Requirements of Law or (ii) any contractual obligation, in each case from guaranteeing the Secured Obligations or which would require governmental (including regulatory) or third-party consent, approval, license or authorization in order to provide such Guarantee (including under any financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance or similar legal principles), unless such consent, approval, license or authorization has been obtained, it being understood that neither Holdings nor any of its Subsidiaries shall have any obligation to obtain any such consent, approval, license or authorization, (f) any Foreign Subsidiary organized under the laws of any jurisdiction other than a Security Jurisdiction, (g) after a Specified Tax Event (x) any CFC or FSHCO and (y) any direct or indirect subsidiary of any CFC or FSHCO, (h) any other Subsidiary excused from becoming a Loan Party pursuant to the definition of “Collateral and Guarantee Requirement” or, with respect to any Foreign Subsidiary, the Agreed Security Principles, (i) any not-for-profit Subsidiaries, captive insurance companies, broker-dealer Subsidiaries, Receivables Subsidiary or other Special Purpose Entities (each, a “Limited Purpose Subsidiary”), (j) any Restricted Subsidiary acquired by the Borrower or any other Group Member that, at the time of the relevant Permitted Acquisition or Investment, is an obligor (including as a guarantor) in respect of assumed Indebtedness that is permitted hereunder (and not incurred in contemplation of such Permitted Acquisition or Investment) to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such Restricted Subsidiary from providing a Guarantee and such prohibition was not implemented in contemplation of such Permitted Acquisition or Investment and (k) any Subsidiary for which the provision of a guarantee could reasonably be expected to result in non-de minimis adverse Tax consequences or non-de minimis adverse regulatory consequences to Holdings or its Subsidiaries or Parent Entities (other than, in the absence of a Specified Tax Event, as a result of the application of Section 956 of the Code) (as determined by the Borrower in good faith and in consultation with the Administrative Agent).

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, after giving effect to Section 2.08 of the Guarantee Agreement, 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, as applicable, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the U.S. 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 (determined after giving effect to any applicable keep well, support, or other agreement for the benefit of such Guarantor and any and all Guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Guarantor, or a grant by such Guarantor of a 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 excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document (each, a “recipient), (a) Taxes imposed on (or measured by) its net income or profits (however denominated), branch profits Taxes and franchise Taxes, in each case imposed by (i) a jurisdiction (or any political subdivision thereof) as a result of such recipient being organized or having its principal office located in or, in the case of any Lender, having its applicable lending office located in, such jurisdiction or (ii) any jurisdiction (or any political subdivision thereof) as a result of any other present or former connection between such recipient and the jurisdiction imposing such Tax (other than a connection arising solely from such recipient having executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, sold or assigned an interest in, engaged in any other transaction pursuant to, or enforced, any Loan Documents), (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in any Loan Document or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan Document or Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) any Canadian Tax that would not have been imposed but for the recipient (A) not dealing at arm’s length (within the meaning of the ITA) with any Loan Party or (B) being a specified shareholder (as defined in subsection 18(5) of the ITA) of any Loan Party or of any partner of the Borrowers (and if a partnership, any partner thereof) or not dealing at arm’s length with such a specified shareholder for purposes of the ITA, except where such recipient is not dealing at arm’s length with, is a specified shareholder of or is not dealing at arm’s length with a specified shareholder of a Loan Party or any partners thereof as a consequence of such recipient having executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, sold or assigned an interest in, engaged in any other transaction pursuant to, or enforced, any Loan Documents, (d) any withholding Tax that is attributable to a Lender’s failure to comply with Section 2.17(e) and (e) any withholding Tax imposed pursuant to FATCA.

“Existing Letter of Credit” means each LC Instrument set forth on Schedule 1.01(h).

“Existing Receivables Financing” means each of (i) the factoring program that Xxxxxxx Controls Battery Group, Inc. maintains with JPMorgan Chase Bank, N.A., (ii) the factoring program Xxxxxxx Controls Battery Group, Inc. maintains with Xxxxx Fargo Bank, N.A., (iii) the factoring program Shanghai Xxxxxxx Controls International Battery Co., Ltd. maintains with JPMorgan Chase Bank (China) Company Limited and (iv) the factoring program Xxxxxxx Controls Delkor Battery Corporation maintains with Standard Charted Bank and, in each case, any extension, replacement, renewal or refinancing thereof (including, for the avoidance of doubt, in the case of clauses (i) and (ii), the receivables purchase facility (or a similar facility) arranged or to be arranged by Xxxxx Fargo Bank, N.A. and disclosed to the Lead Arrangers prior to the date hereof).

“Expected Cost Savings” has the meaning assigned to such term in the definition of “Consolidated EBITDA”.

“Fair Market Value” means with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset. Except as otherwise expressly set forth herein, such value shall be as determined in good faith by the Borrower.

“FATCA” means Sections 1471 through 1474 of the Code as in effect on the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty, or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

“Federal Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent, and (c) if the Federal Funds Effective Rate is less than 0%, it shall be deemed to be 0% hereunder.

“Fee Letter” means that certain Xxxxxxx and Restated Fee Letter, dated as of December 11, 2018, by and among BCP Acquisitions LLC and the Lead Arrangers.

“Financial Maintenance Covenant” has the meaning assigned to such term in Section 6.10.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer, controller or person exercising equivalent functions of Holdings or the Borrower.

“First Lien Intercreditor Agreement” means that certain Collateral Agency and Intercreditor Agreement, dated as of the Closing Date, among the Administrative Agent, the Common Collateral Agent and the trustee in respect of the Secured Notes, as amended, modified, supplemented, substituted, replaced or restated, in whole or in part, from time to time in accordance with the terms thereof.

“First Lien Net Leverage Ratio” means, on any date, the ratio of (a) Consolidated First Lien Net Debt as of such date to (b) Consolidated EBITDA for the Test Period most recently ended on or prior to such date.

“Fixed Asset Priority Collateral” means the “Fixed Asset Priority Collateral” (as defined in the ABL Intercreditor Agreement).

“Flood Certificate” means a “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function.

“Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (e) the Xxxxxxx-Xxxxxx Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Flood Program” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes.

“Flood Zone” means areas having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time to time, and any successor statute.

“Floor” means the applicable benchmark rate floor for the relevant Class or Loans, if any, provided in this Agreement (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to (i) the Adjusted Eurocurrency Rate for Dollars applicable to Initial Dollar Term Loans and (ii) any Benchmark applicable to the 2023 Replacement RC Facility and the 2023 Term Loans, as applicable. For the avoidance of doubt the initial Floor applicable to the 2023 Replacement RC Facility and the 2023 Term Loans for the Adjusted Term SOFR Rate and the Adjusted Daily Simple SOFR Rate shall be 0.00%.

“Foreign Benefit Plan Event” means, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable Requirement of Law or in excess of the amount that would be permitted absent a waiver from applicable Governmental Authority or (b) the failure to make the required contributions or payments, under any applicable Requirement of Law, on or before the due date for such contributions or payments.

“Foreign Loan Party” means any Loan Party that is organized or incorporated under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia.

“Foreign Pension Plan” means any defined benefit plan sponsored, maintained or contributed to by any Loan Party or any Foreign Subsidiary that under applicable Requirement of Law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.

“Foreign Prepayment Event” has the meaning assigned to such term in Section 2.11(g).

“Foreign Subsidiary” means any Subsidiary, other than the Borrower, that is organized or incorporated under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia.

“FSHCO” means any direct or indirect Domestic Subsidiary of Holdings (other than the Borrower) that has no material assets other than Equity Interests and debt, if any, in one or more direct or indirect Subsidiaries that are CFCs or FSHCOs and other incidental assets related thereto.

“Funded Debt” means all Indebtedness of Holdings and the Group Members for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of Holdings or any Group Member, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means, at the election of the Borrower (a) IFRS, if the Borrower’s financial statements are at such time prepared in accordance with IFRS or (b) generally accepted accounting principles in the United States of America as in effect from time to time (“U.S. GAAP”), if the Borrower’s financial statements are at such time prepared in accordance with U.S. GAAP; provided, however, that (i) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change in accounting principles or change as a result of the adoption or modification of accounting policies occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith (including the provisions of Section 1.04(d)), (ii) GAAP and all terms of an accounting or financial nature shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB Accounting Standards Codification 825-Financial Instruments, or any successor thereto (including pursuant to the FASB Accounting Standards Codification), to value any Indebtedness of the Borrower or any subsidiary at “fair value,” as defined therein, (iii) the amount of any Indebtedness under GAAP with respect to Capital Lease Obligations shall be determined in accordance with the definition of “Capital Lease Obligations”, (iv) all references to codified accounting standards specifically named in this Agreement shall be deemed to include any successor, replacement, amendment or updated accounting standard under IFRS or U.S. GAAP, as applicable, or to any corresponding accounting standard under IFRS in the event of an election by the Borrower to prepare its financial statements in IFRS, (v) all references to codified accounting standards specifically named in this Agreement shall be deemed to include any successor, replacement, amendment or updated accounting standard under IFRS or U.S. GAAP, as applicable, (vi) unless the Borrower elects otherwise, neither IFRS nor U.S. GAAP shall include the policies, rules and regulations of the SEC, the American Institute of Certified Public Accountants, the International Accounting Standards Board or any other applicable regulatory or governing body applicable only to public companies and (vii) any calculation or determination in this Agreement that requires the application of GAAP across multiple quarters need not be calculated or determined using the same accounting standard for each constituent quarter. The Borrower will give notice of any such election made in accordance with this definition to the Administrative Agent. The Borrower may not elect to change from U.S. GAAP to IFRS (or vice-versa) more than two times following the Closing Date.

“General Partner” means the Holdings General Partner and/or the Borrower General Partner as the context may require.

“German Loan Party” means a Loan Party incorporated or established under the laws of the Federal Republic of Germany.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity, exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning assigned to such term in Section 9.04(f).

“Group Member” means the Borrower and each of the Restricted Subsidiaries of the Borrower.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness 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 (d) as an account party in respect of any LC Instrument issued to support such Indebtedness; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined in good faith by a Financial Officer. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantee Agreement” means the First Lien Guarantee Agreement, dated as of the Closing Date, among the Loan Parties and the Administrative Agent.

“Guarantors” means collectively, Holdings, Intermediate Holdco (if any), the Subsidiary Loan Parties and, other than as to its own obligations, the Borrower.

“Hazardous Materials” means (a) all explosive, radioactive, hazardous or toxic substances, wastes, contaminants or other pollutants, including nuclear-related wastes or materials, petroleum or petroleum by-products or distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and (b) all other substances, materials or wastes of any nature regulated in any way as hazardous or toxic (or any other term of similar meaning and regulatory import) pursuant to Requirement of Law pertaining to human health or the environment.

“Holdings” (a) prior to the consummation of a transaction described in clause (b) of this definition, means Holdings as defined in the preamble hereto and (b) following the consummation of a transaction permitted hereunder that results in a Successor Holdings, means such Successor Holdings.

“Holdings General Partner” has the meaning assigned to such term in the preamble hereto.

“Holdings Reorganization” means (a) the contribution by Holdings of 100% of the Equity Interests of the Borrower to a newly formed “shell” entity owned or controlled by the Permitted Holders or (b) the merger, amalgamation or consolidation of Holdings with or into any other Person; provided that, in the case of clause (a) or if the Person formed by or surviving any such merger, amalgamation or consolidation described in clause (b) (including any immediate and successive mergers, amalgamations or consolidations of entities) is not Holdings (any such newly formed “shell” entity or any such Person, after giving effect to such transaction or transactions, the “Successor Holdings”), (A) the Successor Holdings shall be an entity

organized or existing under the laws of a Permitted Jurisdiction, (B) the Successor Holdings (x) shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party, in each case, pursuant to a written supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent and (y) for the avoidance of doubt, shall have taken such actions as are reasonably necessary to ensure that any Liens granted by Holdings continue to remain enforceable and perfected in accordance with the relevant Security Documents, (C) the Successor Holdings shall, immediately following such merger, amalgamation or consolidation, directly or indirectly own all Subsidiaries owned by Holdings immediately prior to such transaction, unless such Subsidiary is the other party to such merger, amalgamation or consolidation and (D) the Successor Holdings shall have no assets, liabilities, liens or operations other than those permitted by Section 6.06; provided, further that if the foregoing conditions under clauses (A) through (D) are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents to which Holdings is a party; provided, further, that Holdings agrees to provide any documentation and other information about the Successor Holdings at least three Business Days prior to the consummation of any such merger, amalgamation or consolidation as shall have been reasonably requested in writing by any Lender through the Administrative Agent at least ten Business Days prior to the consummation of such merger, amalgamation or consolidation that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including Title III of the USA Patriot Act.

“Hypothecary Representative” has the meaning assigned to such term in Section 1.16(b).

“Identified Participating Lenders” has the meaning assigned to such term in Section 2.11(a)(ii)(C)(3).

“Identified Qualifying Lenders” has the meaning assigned to such term in Section 2.11(a)(ii)(D)(3).

“IFRS” means international accounting standards as promulgated by the International Accounting Standards Board.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary (other than a Restricted Subsidiary that owns Intellectual Property that is material to the business of the Group Members, taken as a whole) (a) that does not have assets in excess of 5.0% of Consolidated Total Assets of the Group Members and (b) that does not contribute Consolidated EBITDA in excess of 5.0% of the Consolidated EBITDA of the Group Members, in each case, as of the last day of the most recently ended Test Period; provided that the Consolidated Total Assets and Consolidated EBITDA (as so determined) of all Immaterial Subsidiaries shall not exceed 10.0% of Consolidated Total Assets and 10.0% of Consolidated EBITDA, in each case, of the Group Members as of the last day of the most recently ended Test Period; provided further that, at all times prior to the first delivery of financial statements pursuant to Section 5.01(a) or (b), this definition shall be applied based on the pro forma consolidated financial statements delivered pursuant to Section 4.01.

“Incremental Cap” means, as of any date of determination, the sum of

(a) the greater of (i) $1,330,000,000 and (ii) 80% of Consolidated EBITDA for the most recently ended Test Period as of such date (less the aggregate outstanding principal amount of all Incremental Facilities and Incremental Equivalent/Ratio Debt that was incurred in reliance on this clause (a) prior to the applicable date of determination), in each case, after giving effect to any permitted reclassification of the amounts incurred pursuant to this clause (a) as being incurred pursuant to clause (c) below, in accordance with the last sentence of this definition (the “Incremental Fixed Dollar Basket Amount”), plus

(b) the aggregate amount of (i) all voluntary permanent terminations or reductions, as applicable, of any 2023 Replacement RC Facility Commitments and Additional/Replacement RC Facility Commitments and all voluntary prepayments of any Term Loans, Incremental Term Loans under any Incremental Facilities or Incremental Equivalent/Ratio Debt, (ii) the amount of any voluntary prepayment of any Credit Agreement Refinancing Indebtedness or any Permitted Refinancing, as applicable, previously applied to the permanent termination or reduction, as applicable, of any 2023 Replacement RC Facility Commitments, Additional/Replacement RC Facility Commitments or Incremental Equivalent/Ratio Debt consisting of revolving commitments or the prepayment of any Term Loans, Incremental Term Loans or other Incremental Equivalent/Ratio Debt, (iii) the amount of any reduction in the outstanding principal amount of the Term Loans, any loans outstanding under any Incremental Facility or any Incremental Equivalent/Ratio Debt resulting from purchases by Holdings, the Borrower or any of its Subsidiaries and (iv) the amount of repayments made (1) to any Lender pursuant to Section 2.19(b), (2) to any Non-Consenting Lender pursuant to Section 9.02(c) hereof to the extent accompanied by a permanent termination or reduction, as applicable, of the applicable Commitments of such Lender and (3) with any replacement of a Non-Accepting Lender pursuant to Section 2.24, in each case, being deemed, solely for this purpose, to constitute a voluntary prepayment; provided that, in each case of clauses (i), (ii), (iii) and (iv), the relevant prepayment or assignment and purchase is not funded with long-term Indebtedness (other than revolving loans); provided, further, that no Indebtedness that is secured on a pari passu basis with the Term Loans may be incurred in reliance on this clause (b) unless the original Indebtedness that was so prepaid and resulted in the relevant increase pursuant to this clause (b) was so secured and, in each case, after giving effect to any permitted reclassification of the amounts incurred pursuant to this clause (b) as being incurred pursuant to clause (c) below, in accordance with the last sentence of this definition (the “Incremental Prepayments Basket Amount”), plus

(c) the maximum aggregate principal amount that can be incurred (x) in the case of an Incremental Facility, pursuant to clause (a) of the definition of “Additional Incurrence-Based Amount” and (y) in the case of Incremental Equivalent/Ratio Debt, pursuant to any prong of the “Additional Incurrence-Based Amount” (and, in each case of any Incremental RC Facility Commitment Increase or Additional/Replacement RC Facility Commitments, assuming that the full amounts of any such Incremental RC Facility Commitment Increase or Additional/Replacement RC Facility Commitments established at such time are fully drawn).

It is understood and agreed that (x) any Incremental Facility or Incremental Equivalent/Ratio Debt incurred in reliance on clause (a) or (b) above of this definition may be reclassified as the Borrower may elect, from time to time, as incurred in reliance on clause (c) above if the Borrower is able to satisfy the applicable incurrence test in respect of clause (c) above at such time on a Pro Forma Basis, (y) if the applicable ratio for the incurrence of any such Incremental Facility or Incremental Equivalent/Ratio Debt would be satisfied on a Pro Forma Basis as of the end of any Test Period, the reclassification described in clause (x) above shall be deemed to have occurred automatically and (z) for the avoidance of doubt, the Borrower (or, with respect to Incremental Equivalent/Ratio Debt, the Loan Parties) shall be deemed to have incurred any Incremental Facility or Incremental Equivalent/Ratio Debt in reliance on the foregoing clause (c) prior to any such incurrence in reliance on foregoing clauses (a) or (b), unless otherwise determined by the Borrower. For the avoidance of doubt, and not withstanding any other provision hereof, to the extent constituting Incremental Term Loans, the 2023 Term Loans are deemed incurred pursuant to clause (c) (above).

“Incremental Equivalent/Ratio Debt” has the meaning assigned to such term in Section 6.01(a)(xxii).

“Incremental Facility” has the meaning assigned to such term in Section 2.20(a).

“Incremental Facility Amendment” has the meaning assigned to such term in Section 2.20(e). Amendment No. 3 is an Incremental Facility Amendment.

“Incremental Fixed Dollar Basket Amount” has the meaning assigned to such term in the definition of “Incremental Cap”.

“Incremental Maturity Limitation Excluded Amount” means Incremental Facilities or Incremental Equivalent/Ratio Debt (as selected by the Borrower) in an aggregate principal amount at any time outstanding not to exceed $550,000,000.

“Incremental Prepayments Basket Amount” has the meaning assigned to such term in the definition of “Incremental Cap”.

“Incremental RC Facility Commitment Increase” has the meaning assigned to such term in Section 2.20(a).

“Incremental RC Facility Loan” means the Loans made with commitments from any Incremental RC Facility Commitment Increase or Additional/Replacement RC Facility Commitments.

“Incremental Term Loan” has the meaning assigned to such term in Section 2.20(b).

“Indebtedness” of any Person means, without duplication,

(a) all obligations of such Person for borrowed money,

(b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments to the extent such obligations would appear as a liability on a balance sheet of such Person prepared in accordance with GAAP,

(d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) accrued expenses, trade accounts payable, accruals for payroll and other liabilities accrued in the ordinary course of business (including on an intercompany basis), (ii) any earn-out obligation, purchase price adjustment or similar obligation until such obligation becomes a liability on the balance sheet of such Person (excluding the footnotes thereto) in accordance with GAAP and is not paid within 60 days after becoming due and payable following expiration of any dispute resolution mechanics set forth in any agreement governing the applicable transaction and (iii) liabilities associated with customer prepayments and deposits),

(e) all Indebtedness (excluding prepaid interest thereon) of others secured by any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed,

(f) all Guarantees by such Person of Indebtedness of others,

(g) all Capital Lease Obligations of such Person, and

(h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, letters of guaranty, bank guarantees, bankers’ acceptances and similar instruments;

provided that the term “Indebtedness” shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller, (iii) contingent indemnity and similar obligations incurred in the ordinary course of business, (iv) Indebtedness of any Parent Entity (for which none of the Borrower or any other Group Member is liable) appearing on the balance sheet of the Borrower solely by reason of push down accounting under GAAP and (v) obligations under any license, permit or other approval (or guarantees in respect of such obligations) incurred prior to the Closing Date or in the ordinary course of business.

The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner), to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. The amount of Indebtedness of any Person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness (not to exceed the maximum amount of such Indebtedness for which such Person could be liable) and (B) the Fair Market Value of the property encumbered thereby as determined by such Person in good faith. For all purposes hereof, the Indebtedness of the Borrower and the other Group Members shall exclude (i) intercompany liabilities between and among Group Members arising solely from their cash management, tax and accounting operations in the ordinary course of business and (ii) intercompany loans, advances or Indebtedness between and among Group Members having a term not exceeding 364 days (inclusive of any rollover, conversion or extension terms) and made in the ordinary course of business.

“Indemnified Person” has the meaning assigned to such term in Section 9.03(b).

“Indemnified Taxes” means Taxes, other than Excluded Taxes and Other 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.

“Information” has the meaning assigned to such term in Section 9.12(a).

“Initial Dollar Term Commitment” means, with respect to each Term Lender, (i) prior to the Amendment No. 1 Effective Date, the commitment of such Term Lender, if any, to make an Initial Dollar Term Loan hereunder on the Closing Date and (ii) on and after the Amendment No. 1 Effective Date, the commitment of such Term Lender, if any, to make or exchange Amendment No. 1 Dollar Term Loans as set forth in Section 2.01(iii) and Amendment No. 1 in an amount equal to the Dollar Refinancing Lender Commitment or Allocated Dollar Amount (in each case, as defined in Amendment No. 1) of such Term Lender, as applicable. The amount of each Term Lender’s Initial Dollar Term Commitment as of the Closing Date is set forth on Schedule 2.01(a) under the caption “Initial Dollar Term Commitment”. As of the Closing Date, the total Initial Dollar Term Commitment is $4,200,000,000. As of the Amendment No. 1 Effective Date, the total Initial Dollar Term Commitments in respect of Amendment No. 1 Dollar Term Loans is $3,972,500,000.

“Initial Dollar Term Facility” means the term loan facility represented by the Initial Dollar Term Loans.

“Initial Dollar Term Loan” means (i) prior to the Amendment No. 1 Effective Date, the loans made in Dollars pursuant to Section 2.01(i)(x) and (ii) on and after the Amendment No. 1 Effective Date, the Amendment No. 1 Dollar Term Loans.

“Initial Euro Term Commitment” means, with respect to each Term Lender, (i) prior to the Amendment No. 1 Effective Date, the commitment of such Term Lender, if any, to make an Initial Euro Term Loan hereunder on the Closing Date and (ii) on and after the Amendment No. 1 Effective Date, the commitment of such Term Lender, if any, to make or exchange Amendment No. 1 Euro Term Loans as set forth in Section 2.01(iv) and Amendment No. 1 in an amount equal to the Euro Refinancing Lender Commitment or Allocated Euro Amount (in each case, as defined in Amendment No. 1) of such Term Lender, as applicable. The amount of each Term Lender’s Initial Euro Term Commitment as of the Closing Date is set forth on Schedule 2.01(a) under the caption “Initial Euro Term Commitment”. As of the Closing Date, the total Initial Euro Term Commitment is €1,955,000,000. As of the Amendment No. 1 Effective Date, the total Initial Euro Term Commitments in respect of Amendment No. 1 Euro Term Loans is €1,890,000,000.

“Initial Euro Term Facility” means the term loan facility represented by the Initial Euro Term Loans.

“Initial Euro Term Loan” means (i) prior to the Amendment No. 1 Effective Date, the loans made in Euros pursuant to Section 2.01(i)(y) and (ii) on and after the Amendment No. 1 Effective Date, the Amendment No. 1 Euro Term Loans.

“Initial Intercreditor Agreements” means each of (i) the ABL Intercreditor Agreement and (ii) the First Lien Intercreditor Agreement.

“Initial RC Facility” means the Initial RC Facility Commitments and the provisions herein related to the Initial RC Facility Loans and participations in Letters of Credit on account of Initial RC Facility Commitments.

“Initial RC Facility Availability Period” means the period from and including the Closing Date to but excluding the earlier of the Initial RC Facility Maturity Date and the date of termination of the Initial RC Facility Commitments.

“Initial RC Facility Commitment” means, with respect to each Initial RC Facility Lender, the commitment of such Initial RC Facility Lender to acquire participations in Swingline Loans and Letters of Credit and to make Initial RC Facility Loans hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Assumption or (ii) a Refinancing Amendment. The initial amount of each Initial RC Facility Lender’s Initial RC Facility Commitment is set forth on Schedule 2.01(b), or in the Assignment and Assumption or Refinancing Amendment pursuant to which such Lender shall have assumed its Initial RC Facility Commitment, as the case may be. The initial aggregate amount of all Initial RC Facility Lenders’ Initial RC Facility Commitments as of the Closing Date was $750,000,000. The “RC Facility Commitments” immediately prior to the Amendment No. 2 Effective Date were redesignated as the “Initial RC Facility Commitments”, and refinanced and terminated in full, on the Amendment No. 2 Effective Date.

“Initial RC Facility Exposure” means, with respect to any Initial RC Facility Lender at any time, the sum of (a) the Dollar Equivalents of such Initial RC Facility Lender’s outstanding Initial RC Facility Loans, (b) the Dollar Equivalents of such Lender’s LC Exposure on account of its Initial RC Facility Commitments and (c) such Initial RC Facility Lender’s Swingline Exposure on account of its Initial RC Facility Commitments.

“Initial RC Facility Lender” means a Lender with an Initial RC Facility Commitment or, if the Initial RC Facility Commitments have terminated or expired, a Lender with Initial RC Facility Exposure.

“Initial RC Facility Loan” means a Loan made pursuant to Section 2.01(ii) prior to the Amendment No. 2 Effective Date.

“Initial RC Facility Maturity Date” means the fifth anniversary of the Closing Date, provided, however, if such date is not a Business Day, the Initial RC Facility Maturity Date shall be the next preceding Business Day.

“Initial Term Commitment” means the Initial Dollar Term Commitment and/or the Initial Euro Term Commitment as the context may require.

“Initial Term Facility” means the term loan facilities represented by the Initial Dollar Term Loans and the Initial Euro Term Loans.

“Initial Term Loan” means the Initial Dollar Term Loans and/or the Initial Euro Term Loans as the context may require.

“Intellectual Property” has the meaning assigned to such term in the US Collateral Agreement.

“Intercompany Note” means an intercompany note substantially in the form of Exhibit M.

“Intercreditor Agreements” means any Acceptable Intercreditor Agreement and/or the Initial Intercreditor Agreements (or either of them), as the context may require.

“Interest Coverage Ratio” means, as of any date of determination, the ratio of (i) Consolidated EBITDA for the Test Period most recently ended on or prior to such date to (ii) Consolidated Cash Interest Charges for such Test Period.

“Interest Election Request” means a request by the Borrower, substantially in the form of Exhibit F hereto, to convert or continue a Borrowing in accordance with Section 2.07.

“Interest Payment Date” means (a) with respect to any ABR Loan, including any Swingline Loan, the last Business Day of each March, June, September and December, (b) with respect to any Daily Simple SOFR Loan, the last Business Day of each March, June, September and December, (c) with respect to any Term Benchmark 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 Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (d) to the extent necessary to create a fungible tranche of Term Loans that is intended to be fungible, the date of the incurrence of any Incremental Term Loans.

“Interest Period” means, with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter as selected by the Borrower in its Borrowing Request (or, if consented to by each Lender participating therein and the Administrative Agent, 12 months or such other period less than one month thereafter as the Borrower may elect); provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interest Rate Determination Date” means the date for calculating the Eurocurrency Rate for an Interest Period, which date shall be (a) in the case of any Eurocurrency Loan denominated in Dollars or Euro, the second Business Day prior to the first day of the related Interest Period for such Loan or (b) in the case of any Eurocurrency Loan in an Approved Foreign Currency (other than Euro) or Alternative Currency, the date agreed by the Borrower and the applicable RC Facility Lenders pursuant to Section 1.11.

“Intermediate Holdco” means an intermediate holding subsidiary (if any) of Borrower through which the Borrower owns its primary Domestic Subsidiaries (or its primary Domestic Subsidiaries and other Foreign Subsidiaries) and, in the absence of a Specified Tax Event, an intermediate holding subsidiary (if any) of the Borrower through which the Borrower owns its primary Foreign Subsidiaries in Security Jurisdictions (or its primary Foreign Subsidiaries in Security Jurisdictions and other jurisdictions).

“Interpolated Rate” means, at any time, the rate per annum reasonably determined by the Administrative Agent (which determination, as to any Lender, shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period (for which the Screen Rate for the applicable currency is available) that is shorter than the Interest Period and (b) the Screen Rate for the shortest period (for which the Screen Rate for the applicable currency is available) that exceeds the Interest Period, in each case, as of the applicable quotation time in the applicable currency.

“Investment” means, as to any Person, any direct or indirect acquisition of or investment by such Person in another Person, whether by means of (a) the purchase or other acquisition of Equity Interests or Indebtedness or other securities 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 Indebtedness or equity participation or interest in, another Person, including any partnership or Joint Venture interest in such other Person (excluding, in the case of the Borrower and the other Group Members, (i) intercompany advances between and among Group Members arising solely from their cash management, tax and accounting operations in the ordinary course of business and (ii) intercompany loans, advances or Indebtedness between and among Group Members having a term not exceeding 364 days (inclusive of any rollover, conversion or extension terms) and made in the ordinary course of business) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. The amount, as of any date of determination, of (i) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, minus any payments actually received by such investor representing interest in respect of such Investment (without duplication of

amounts increasing the Available Amount), but without any adjustment for writedowns or write-offs (including as a result of forgiveness of any portion thereof) with respect to such loan or advance after the date thereof, (ii) any Investment in the form of a Guarantee shall be equal to the stated or determinable amount of the related primary obligation, or portion or maximum amount thereof, in each case in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof, as determined in good faith by the Borrower, (iii) any Investment in the form of a transfer of Equity Interests or other non-cash property by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the Fair Market Value of such Equity Interests or other property as of the time of the transfer, minus any payments actually received by such investor representing a return of capital of, or dividends or other distributions in respect of, such Investment (without duplication of amounts increasing the Available Amount), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment and (iv) any Investment (other than any Investment referred to in clause (i), (ii) or (iii) above) by the specified Person in the form of a purchase or other acquisition for value of any Equity Interests, evidences of Indebtedness or other securities of any other Person shall be the original cost of such Investment (including any Indebtedness assumed in connection therewith), plus (1) the cost of all additions thereto, minus (2) the amount of any portion of such Investment that has been repaid to (or on behalf of) the investor as a repayment of principal or a return of capital, and of any payments actually received by (or on behalf of) such investor representing interest, dividends or other distributions in respect of such Investment (without duplication of amounts increasing the Available Amount), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment. For purposes of Section 6.04, if an Investment involves the acquisition of more than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance with GAAP; provided that pending the final determination of the amounts to be so allocated in accordance with GAAP, such allocation shall be as reasonably determined by the Borrower.

“Investor” means (a) the Sponsor, (b) the Co-Investor, (c) the Management Investors and (d) other holders of Equity Interests in any Parent Entity on the Closing Date after giving effect to the Acquisition identified in writing to the Administrative Agent.

“IP License” has the meaning assigned to such term in the US Collateral Agreement.

“IPO” means (a) a Qualifying IPO or (b) the acquisition, purchase, merger, amalgamation or combination of any Parent Entity, by, or with, a publicly traded special purpose acquisition company or targeted acquisition company or any entity similar to the foregoing (a “SPAC IPO Entity”) that results in the equity of such Parent Entity (or its successor by merger or combination) being traded on, or such Parent Entity being wholly-owned by another entity whose equity is traded on, a national securities exchange (a “SPAC IPO”).

“IPO Entity” means, at any time at and after an IPO, any Parent Entity, as the case may be, the Equity Interests in which were issued or otherwise sold pursuant to the IPO or, in the case of an IPO described in clause (b) of the definition thereof, the publicly traded entity immediately following such IPO, so long as such entity is a Parent Entity.

“IPO Listco” means a wholly-owned subsidiary of Holdings formed in contemplation of an IPO to become the IPO Entity. Holdings shall, promptly following its formation, notify the Administrative Agent of the formation of any IPO Listco.

“IPO Reorganization Transactions” means, collectively, the transactions taken in connection with and reasonably related to consummating an IPO, including (a) formation and ownership of IPO Shell Companies, (b) entry into, and performance of, (i) a reorganization agreement among any of Holdings, its Subsidiaries, Parent Entities and/or IPO Shell Companies implementing reorganization transactions in connection with an IPO so long as after giving effect to such agreement and the transactions contemplated thereby, the security interests of the Lenders in the Collateral and the Guarantees of the Secured Obligations, taken as a whole, would not be materially impaired and (ii) customary underwriting agreements in connection with an IPO and any future follow-on primary or secondary underwritten public offerings of common Equity Interests in the IPO Entity, including the provision by IPO Entity and Holdings of customary representations, warranties, covenants and indemnification to the underwriters thereunder, (c) the merger of IPO Subsidiary with one or more direct or indirect holders of Equity Interests in Holdings with IPO Subsidiary surviving and holding Equity Interests in Holdings and no other material assets or the dividend or other distribution by Holdings of Equity Interests of IPO Shell Companies or other transfer of ownership to the holder of Equity Interests of Holdings, (d) the amendment or restatement of organization documents of Holdings and any IPO Subsidiaries, (e) the issuance of Equity Interests of IPO Shell Companies to holders of Equity Interests of Holdings in connection with any IPO Reorganization Transactions, (f) the making of Restricted Payments to (or Investments in) an IPO Shell Company or Holdings or any Subsidiaries to permit Holdings to make distributions or other transfers, directly or indirectly, to IPO Listco, in each case solely for the purpose of paying, and solely in the amounts necessary for IPO Listco to pay, IPO-related expenses and the making of such distributions by Holdings, (g) the repurchase by IPO Listco of its Equity Interests from the Borrower or any Subsidiary, (h) the entry into an exchange agreement, pursuant to which holders of Equity Interests in Holdings and certain non-economic/voting Equity Interests in IPO Listco will be permitted to exchange such interests for certain economic/voting Equity Interests in IPO Listco, (i) any issuance, dividend or distribution of the Equity Interests of the IPO Shell Companies or other Disposition of ownership thereof to the IPO Shell Companies and/or the direct or indirect holders of Equity Interests of Holdings and (j) all other transactions reasonably incidental to, or reasonably necessary for the consummation of, the foregoing so long as after giving effect to such agreement and the transactions contemplated thereby, (i) no Event of Default is continuing immediately prior to such IPO Reorganization Transaction and immediately after giving effect thereto and (ii) the security interests of the Lenders in the Collateral and the Guarantees of the Secured Obligations, taken as a whole, would not be materially impaired.

“IPO Shell Company” means each of IPO Listco and IPO Subsidiary.

“IPO Subsidiary” means a wholly-owned subsidiary of IPO Listco formed in contemplation of, and to facilitate, IPO Reorganization Transactions and an IPO. Holdings shall, promptly following its formation, notify the Administrative Agent of the formation of an IPO Subsidiary.

“IRS” means the United States Internal Revenue Service.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Issuing Bank” means (a) each financial institution listed on Schedule 2.01(b) with an LC Sublimit as of the Amendment No. 2 Effective Date or its affiliated RC Facility Lender (as applicable) and (b) each other Lender that shall have become an Issuing Bank hereunder as provided in Section 2.04(k) (other than any Person that shall have ceased to be an Issuing Bank as provided in Section 2.04(l)), each in its capacity

as an issuer of Letters of Credit hereunder. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“ITA” means the Income Tax Act (Canada), and the regulations promulgated thereunder.

“Joint Venture” means a joint venture, partnership or similar arrangement, whether in corporate, partnership or other legal form.

“Judgment Currency” has the meaning assigned to such term in Section 9.14(b).

“Latest Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Incremental Facility, any Other Term Loan, any Other Term Commitment, any Other RC Facility Loan or any Other RC Facility Commitment, in each case as extended in accordance with this Agreement from time to time.

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

“LC Exposure” means, with respect to any RC Facility Lender at any time, (a) such RC Facility Lender’s Applicable Percentage of the sum of the Dollar Equivalent of the undrawn amounts of all outstanding Letters of Credit at such time, plus (b) such RC Facility Lender’s Applicable Percentage of the sum of the Dollar Equivalents of the amounts of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.

“LC Instrument” means any letter of credit, letter of guarantee, bank guarantee, bankers’ acceptance, performance bond, surety bond or other similar instrument.

“LC Sublimit” means $300,000,000 (as adjusted from time to time in accordance with Section 2.20).

“LCT Election” has the meaning assigned to such term in Section 1.09(a).

“LCT Test Date” has the meaning assigned to such term in Section 1.09(a).

“Lead Arrangers” means JPMorgan Chase Bank, N.A., Barclays Bank PLC (“Barclays”), Credit Suisse Loan Funding LLC, Citibank, N.A., TD Securities (USA) Inc., RBC Capital Markets, HSBC Securities (USA) Inc., Deutsche Bank Securities Inc., BMO Capital Markets Corp., The Bank of Nova Scotia, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Canadian Imperial Bank of Commerce, New York Branch, Xxxxxxx Xxxxx Bank USA, BNP Paribas Securities Corp., Credit Agricole Corporate and Investment Bank, ING Capital LLC and Natixis, New York Branch.

“Legal Reservations” means applicable Debtor Relief Laws or other laws affecting creditors’ rights generally, general principles of equity, regardless of whether considered in a proceeding in equity or at law and general principles of good faith and fair dealing.

“Lenders” means the Term Lenders, the RC Facility Lenders and any other Person that shall have become a party hereto as a lender pursuant to an Assignment and Assumption, an Incremental Facility Amendment or a Refinancing Amendment, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or as a result of a prepayment of all of its Loans hereunder. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” means any LC Instrument issued under the RC Facility pursuant to this Agreement (and shall be deemed to include all Existing Letters of Credit), other than any such instrument that shall have ceased to be a “Letter of Credit” outstanding hereunder pursuant to Section 9.05.

“Letter of Credit Request” means a request, substantially in the form attached hereto as Exhibit C-2, by the Borrower for a Letter of Credit in accordance with Section 2.05(b).

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event shall a Non-Capital Lease Obligation in and of itself constitute a Lien.

“Limited Condition Transaction” means (a) the entering into or consummation of any transaction (including in connection with any acquisition or similar permitted Investment or the assumption or incurrence of Indebtedness or the obtaining of a commitment in respect thereof), (b) the making of any Restricted Payment and/or (c) the making of any Restricted Debt Payment.

“Limited Purpose Subsidiary” has the meaning assigned to such term in the definition of “Excluded Subsidiary”.

“Loan Document Obligations” means (a) the due and punctual payment by the Borrower of (i) the principal of and interest at the applicable rate or rates provided in this Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, administration, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations of the Borrower under or pursuant to this Agreement and each of the other Loan Documents, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, administration, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and (b) the due and punctual payment and performance of all the monetary obligations of each Loan Party under or pursuant to this Agreement and each of the other Loan Documents (including interest and monetary obligations incurred during the pendency of any bankruptcy, insolvency, administration, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding). For the avoidance of doubt, Loan Document Obligations shall not include Secured Swap Obligations, Secured Cash Management Obligations and/or Other Secured Obligations.

“Loan Documents” means this Agreement, any Incremental Facility Amendment, any Refinancing Amendment, any Loan Modification Agreement, the Guarantee Agreement, the Security Documents, the Intercreditor Agreements, any other agreement or document designated as a “Loan Document” by a Loan Party and the Administrative Agent (or, in the case of a Letter of Credit, by a Loan Party, the Administrative Agent and the applicable Issuing Bank) and, except for purposes of Section 9.02, any promissory notes delivered pursuant to Section 2.09(e).

“Loan Modification Agreement” means a Loan Modification Agreement among the Borrower, the Administrative Agent and one or more Accepting Lenders, effecting one or more Permitted Amendments and such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.24.

“Loan Modification Offer” has the meaning assigned to such term in Section 2.24(a).

“Loan Parties” means, collectively, Holdings, the Borrower and the Subsidiary Loan Parties.

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

“Luxembourg Loan Party” means a Loan Party incorporated or established under the laws of Luxembourg.

“Majority in Interest” when used in reference to Lenders of any Class, means, at any time, (a) in the case of the RC Facility Lenders, Lenders having RC Facility Exposures and Unused RC Facility Commitments of such Class representing more than 50% of the sum of the aggregate RC Facility Exposures and the Unused RC Facility Commitments of such Class at such time and (b) in the case of the Term Lenders of any Class, Lenders holding outstanding Term Loans and unused Commitments of such Class representing more than 50% of all Term Loans and unused term loan Commitments of such Class outstanding at such time; provided that (i) whenever there are one or more Defaulting Lenders, the total outstanding Term Loans, RC Facility Exposures and Unused RC Facility Commitments of each Defaulting Lender shall be excluded for purposes of making a determination of the Majority in Interest and (ii) the total outstanding Term Loans of Affiliated Lenders shall be subject to Section 9.04(g).

“Management Investors” means the Company Persons who are (directly or indirectly through one or more investment vehicles) holders of Equity Interests in any Parent Entity and their Permitted Transferees.

“Margin Stock” has the meaning assigned to such term in Regulation U of the Board of Governors of the Federal Reserve System of the United States as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Market Capitalization” means, at any date of determination pursuant to Section 1.09(a), an amount equal to (i) the total number of issued and outstanding shares or other units of Equity Interests of the Borrower or any Parent Entity (that does not own material assets other than (x) the Borrower and its Subsidiaries and (y) any intermediate holding company that does not own any material assets other than (1) the Borrower and its Subsidiaries and (2) another such intermediate holding company) on such date multiplied by (ii) the arithmetic mean of the closing prices per share or other unit of such Equity Interests on the New York Stock Exchange (or, if the primary listing of such Equity Interests is on another exchange, on such other exchange) for the 30 consecutive trading days immediately preceding such date.

“Market Intercreditor Agreement” means an intercreditor or subordination agreement or arrangement (which may take the form of a “waterfall” or similar provision) the terms of which are either (a) consistent with market terms governing intercreditor arrangements for the sharing or subordination of Liens or arrangements relating to the distribution of payments in respect of Collateral, as applicable, at the time the applicable agreement or arrangement is proposed to be established in light of the type of Indebtedness subject thereto or (b) in the case of any Initial Intercreditor Agreement, or in the event a “Market Intercreditor Agreement” has been entered into after the Closing Date meeting the requirement of the preceding clause (a), the terms of which are, taken as a whole, not materially less favorable to the

Lenders than the terms of such Initial Intercreditor Agreement or Market Intercreditor Agreement, as applicable, to the extent such agreement governs similar priorities, in each case of clause (a) and (b) as determined by the Borrower and the Administrative Agent in good faith.

“Master Agreement” has the meaning assigned to such term in the definition of “Swap Agreement.”

“Material Adverse Effect” means (a) on the Closing Date, a “Business Material Adverse Effect” (as defined in the Acquisition Agreement) and (b) after the Closing Date, (i) a material adverse effect on the business, financial condition or results of operations of the Borrower and the other Group Members, taken as a whole or (ii) a material adverse effect on the material rights and remedies, taken as a whole, of the Administrative Agent under the Loan Documents.

“Material Commercial Tort Claim” means a Commercial Tort Claim with respect to which a claim has been asserted by a Loan Party in judicial or similar proceedings, and for which the expected amount of recovery in regards to such claim (as determined in good faith by the Borrower) exceeds $50,000,000.

“Material Indebtedness” means (without duplication) Indebtedness for borrowed money, Capital Lease Obligations, unreimbursed obligations for letter of credit drawings and financial guarantees in respect of the foregoing (other than (i) ordinary course of business contingent reimbursement obligations, (ii) intercompany Indebtedness among Holdings and the Group Members and (iii) the Loan Document Obligations) or obligations in respect of one or more Swap Agreements, of any one or more of Holdings, the Borrower and the other Group Members in an aggregate outstanding principal amount exceeding the greater of (x) $350,000,000 and (y) 22% of Consolidated EBITDA for the most recently ended Test Period; provided that in no event shall any Permitted Receivables Financing be considered Material Indebtedness for any purpose. For purposes of determining Material Indebtedness, the “principal amount” of the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements and/or collateral posted) that Holdings, the Borrower or any other Group Member would be required to pay if such Swap Agreement were terminated at such time.

“Material Real Property” means each parcel of real property and the improvements thereon located in the United States and owned in fee by a Loan Party and either (a) listed on Schedule 1.01(d) or (b) with an individual Fair Market Value of greater than $30,000,000, as determined on the later of (i) the Closing Date or (ii) the date of acquisition thereof by the relevant Loan Party.

“Material Subsidiary” means each Subsidiary that is not an Immaterial Subsidiary.

“Maximum Rate” has the meaning assigned to such term in Section 9.22.

“Maximum Tender Condition” has the meaning assigned to such term in Section 2.25(b).

“Mexico” means United Mexican States.

“MFN Adjustment” has the meaning assigned to such term in Section 2.20(b)(iv).

“MFN Protection” has the meaning assigned to such term in Section 2.20(b)(iii).

“Minimum Equity Percentage” has the meaning assigned to such term in the definition of “Equity Contribution”.

“Minimum Tender Condition” has the meaning assigned to such term in Section 2.25(b).

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

“Mortgage” means a mortgage, deed of trust, assignment of leases and rents or other security document granting a Lien on any Mortgaged Property to secure the Secured Obligations; provided, however, in the event any Mortgaged Property is located in a jurisdiction which imposes mortgage recording taxes or similar fees, the applicable Mortgage shall not secure an amount in excess of 100% of the Fair Market Value of such Mortgaged Property. Each Mortgage shall be in a form reasonably acceptable to the Administrative Agent.

“Mortgaged Property” means each parcel of real property located in the United States and the improvements thereon owned in fee by a Loan Party with respect to which a Mortgage is granted pursuant to Section 4.01(f), Section 5.11 and Section 5.13 (if any).

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is subject to the provisions of Title IV of ERISA and with respect to which a Loan Party or any ERISA Affiliate makes or is obligated to make contributions or with respect to which any Loan Party or ERISA Affiliate has liability under Section 4212(c) of ERISA.

“Net Proceeds” means, with respect to any event, (a) the proceeds received in respect of such event in cash or Cash Equivalents, including (i) any cash or Cash Equivalents received in respect of any Designated Non-Cash Consideration or other non-cash proceeds, including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment or earn-out (but excluding any interest payments), but only as and when received, (ii) in the case of a Casualty Event, insurance proceeds that are actually received in cash and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments that are actually received in cash, minus (b) all fees and out-of-pocket expenses paid by Holdings, the Borrower, the other Group Members and the respective Subsidiaries, Affiliates and direct or indirect equityholders of each of the foregoing in connection with such event (including attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer Taxes, deed or mortgage recording Taxes and similar Taxes, underwriting discounts and commissions, other customary expenses and brokerage, consultant, accountant and other customary fees), minus (c) the sum of (x) in the case of a Disposition or Casualty Event, the amount of all payments that are not prohibited hereunder and are made by Holdings, the Borrower and the other Group Members as a result of such event to repay Indebtedness (including principal, interest, premium, penalty and other amounts in respect thereof) not prohibited to be incurred and outstanding hereunder (other than (1) the Loans or (2) other pari passu or junior Indebtedness secured by a Lien on the Collateral and incurred or outstanding pursuant to Section 6.01(a)) and secured by such asset or otherwise subject to mandatory prepayment as a result of such event, (y) in the case of a Disposition or Casualty Event, the pro rata portion of net cash proceeds thereof (calculated without regard to this clause (y)) attributable to minority interests and not available for distribution to or for the account of the Borrower and the other wholly-owned Group Members as a result thereof and (z) the amount of any liabilities directly associated with such asset and retained by the Borrower and the other Group Members, minus (d) the amount of all Taxes paid (or estimated by the Borrower in good faith to be payable) including pursuant to Tax sharing arrangements or that are or would be imposed on intercompany distributions with such proceeds, minus (e) the amount of any costs associated with unwinding any related Swap, minus (f) the amount of any reserves established by Holdings, the Borrower and the other Group Members to fund contingent liabilities estimated by the Borrower in good faith to be payable, that are directly attributable to such event; provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt at such time of Net Proceeds in the amount of such reduction.

“Netted Amounts” has the meaning assigned to such term in the definition of “Consolidated Total Net Debt”.

“Non-Accepting Lender” has the meaning assigned to such term in Section 2.24(b).

“Non-Affiliated Debt Fund” means the Sponsor and any Affiliate thereof (other than (i) Holdings or any of its Subsidiaries or (ii) any Affiliated Debt Fund).

“Non-Capital Lease Obligation” of any Person means a lease obligation of such Person that is not required to be accounted for as a capital lease on both the balance sheet and the income statement of such Person for financial reporting purposes in accordance with GAAP. A straight-line or operating lease shall be considered a Non-Capital Lease Obligation.

“Non-Cash Compensation Expense” means any non-cash expenses and costs that result from the issuance of or any amendments to equity-based awards, partnership interest-based awards and similar incentive based compensation awards or arrangements.

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(c).

“Not Otherwise Applied” means (a) with reference to the Available Amount, that such amount was not (i) previously (or concurrently) applied pursuant to Section 6.01(a)(xxvii), 6.04(n)(B), 6.08(a)(viii)(B) or 6.08(b)(iv)(C) or (ii) a Cure Amount or applied to increase the Available Excluded Contribution Amount and (b) with reference to the Available Excluded Contribution Amount, that such amount was not (i) previously (or concurrently) applied pursuant to Section 6.04(n)(C), 6.08(a)(viii)(C) or 6.08(b)(iv)(D) or (ii) a Cure Amount or applied to increase the Available Amount.

“Notes” means the Secured Notes and the Unsecured Notes.

“Notes Documents” means the Secured Notes Documents and the Unsecured Notes Documents.

“Notice of Intent to Cure” has the meaning assigned to such term in Section 7.02(c).

“Notice of Prepayment” has the meaning assigned to such term in Section 2.11(e).

“OFAC” means the United States Department of the Treasury’s Office of Foreign Assets Control.

“Offered Amount” has the meaning assigned to such term in Section 2.11(a)(ii)(D)(1).

“Offered Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(D)(1).

“Organizational Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction, such as its estatutos sociales); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction, such as its estatutos sociales); and (c) with respect to any partnership, exempted limited partnership, Joint Venture, trust or other form of business

entity, the partnership, Joint Venture or other applicable agreement of formation, registration or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation, registration or organization with the applicable Governmental Authority in the jurisdiction of its formation, registration or organization and, if applicable, any certificate or articles of formation, registration or organization of such entity (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction). In the event that any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official, if applicable.

“Other Loans” means one or more Classes of Loans that result from a Refinancing Amendment or Loan Modification Agreement.

“Other RC Facility Commitment” means one or more Classes of revolving credit commitments hereunder or extended Incremental RC Facility Commitment Increases that result from a Refinancing Amendment or a Loan Modification Agreement.

“Other RC Facility Exposure” means, with respect to any Lender at any time, the sum of (a) the Dollar Equivalents of such Lender’s outstanding Loans pursuant to any Other RC Facility Commitment, (b) the Dollar Equivalents of such Lender’s LC Exposure on account of its Other RC Facility Commitments and (c) such Lender’s Swingline Exposure on account of its Other RC Facility Commitments.

“Other RC Facility Loans” means the Loans made pursuant to any Other RC Facility Commitment or a Loan Modification Agreement.

“Other Secured Obligations” means obligations in respect of any line of credit, overdraft facility, guarantee, bonding, documentary or stand-by letter of credit facility, a credit order, a derivatives facility, a foreign exchange facility, supplier financing facility or any other facility or accommodation in conjunction with the business of the Group Members and which satisfies the following requirements: (i) the arrangement in respect of such Other Secured Obligation is provided to a Group Member by an Approved Counterparty, (ii) such Other Secured Obligations are designated by the Borrower in a written certificate to the Administrative Agent as an “Other Secured Obligation”, which written certificate shall also be signed by the applicable Approved Counterparty confirming its acceptance of the terms of Article VIII hereof and (iii) the outstanding amounts in respect of such Other Secured Obligations and any Lien securing such Other Secured Obligations on a pari passu basis with all other “Secured Obligations” hereunder are otherwise permitted (or not restricted) by the terms of this Agreement (excluding application of Sections 6.01(a)(i) and 6.02(a)) (and for the avoidance of doubt, the incurrence and securing of such Other Secured Obligations shall be deemed a utilization of any applicable Indebtedness or Liens capacity hereunder); provided that Other Secured Obligations shall only be designated as such hereunder or as ABL Other Secured Obligations under the ABL Loan Documents (but not both), as applicable (provided that Other Secured Obligations may be designated, in non-duplicating part, either in nominal portions or by reference to formula, as partially Other Secured Obligations and partially as ABL Other Secured Obligations).

“Other Taxes” means any and all present or future recording, stamp, documentary, intangible, filing or similar Taxes arising from any payment made under any Loan Document or 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 imposed with respect to an assignment, other than an assignment pursuant to Section 2.19(b).

“Other Term Commitments” means one or more Classes of term loan commitments hereunder that result from a Refinancing Amendment or a Loan Modification Agreement.

“Other Term Loans” means one or more Classes of term loans that result from a Refinancing Amendment or a Loan Modification Agreement.

“Parent Entity” means Holdings and any Person that is a direct or indirect parent of Holdings and of which Holdings is a direct or indirect subsidiary.

“Participant” has the meaning assigned to such term in Section 9.04(c)(i).

“Participant Register” has the meaning assigned to such term in Section 9.04(c)(iii).

“Participating Lender” has the meaning assigned to such term in Section 2.11(a)(ii)(C).

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Payment” has the meaning assigned to such term in Article VIII.

“Payment Notice” has the meaning assigned to such term in Article VIII.

“PBA” means the Pension Benefits Act (Ontario).

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

“Perfection Requirements” means: (i) with respect to any Loan Party organized within the United States, the filing of appropriate financing statements with the office of the Secretary of State or other appropriate office of the state of organization of each Loan Party, the filing of appropriate assignments, notices or appropriate filings with the U.S. Patent and Trademark Office and the U.S. Copyright Office, the proper recording or filing, as applicable, of Mortgages and fixture filings with respect to any Mortgaged Property, in each case in favor of the Collateral Agent for the benefit of the Secured Parties, the delivery to the Collateral Agent of any stock certificate, security or instrument required to be delivered pursuant to the applicable Security Documents, together with instruments of transfer executed in blank and those requirements set forth in Section 5.13 and entry into any Deposit Account Control Agreement required by the terms hereof; (ii) with respect to any Loan Party organized within Canada, the filing of appropriate “personal property security act” financing statements in all applicable jurisdictions, the filing of appropriate assignments, notices or appropriate filings with the Canadian Intellectual Property Office, the delivery to the Collateral Agent of any stock certificate, security or instrument required to be delivered pursuant to the applicable Security Documents, together with instruments of transfer executed in blank and those requirements set forth in Section 5.13 and entry into any Deposit Account Control Agreement required by the terms hereof; (iii) with respect to any Loan Party organized within the Federal Republic of Germany, the proper giving of notice to the relevant party in the case of any share and/or interest partnership pledge governed by German Law and/or any account pledge as a German Security Document and entry into any Deposit Account Control Agreement required by the terms hereof and (iv) subject to the Agreed Security Principles and the applicable Security Documents, such other consents, approvals, filings, recordings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Collateral Agent or to enforce the rights of the Collateral Agent and the Secured Parties under the Loan Documents.

“Permit” means any permit, license, authorization, registration, consent, concession, grant, franchise, exemption, waiver or other approval issued or required by any Governmental Authority.

“Permitted ABL Facility Debt” means any Indebtedness in respect of the ABL Facility; provided that, at the time of the incurrence thereof and after giving Pro Forma Effect thereto, the aggregate principal amount of all such Indebtedness shall not exceed the sum of (a) $500,000,000 plus (b) the aggregate amount of ABL Incremental Facilities permitted or that would be permitted to be incurred under the ABL Credit Agreement pursuant to the terms thereof in effect on the date hereof (provided that the aggregate amount of ABL Incremental Facilities in respect of clause (c) of the definition of “Incremental Cap” set forth in the ABL Credit Agreement (as in effect on the date hereof), for purposes of this definition of “Permitted ABL Facility Debt,” shall not exceed $250,000,000 in aggregate principal amount outstanding at any time).

“Permitted Acquisition” means an Acquisition Transaction together with other Investments undertaken to consummate such Acquisition Transaction; provided that:

(a) after giving Pro Forma Effect to any such Acquisition Transaction or Investment, at the applicable time determined in accordance with Section 1.09(a), no Specified Event of Default shall have occurred and be continuing,

(b) the business of such Person, or such assets, as the case may be, constitute a business permitted by Section 5.15, and

(c) with respect to each such purchase or other acquisition, all actions required to be taken with respect to any such newly created or acquired Subsidiary (including each subsidiary thereof that constitutes a Restricted Subsidiary) or assets in order to satisfy the requirements set forth in the definition of the term “Collateral and Guarantee Requirement” to the extent applicable shall have been taken (or shall be taken), to the extent required by Section 5.11 (or arrangements for the taking of such actions after the consummation of the Permitted Acquisition shall have been made) (unless such newly created or acquired Subsidiary constitutes an Excluded Subsidiary or is designated as an Unrestricted Subsidiary pursuant to Section 5.14).

“Permitted Amendment” means an amendment to this Agreement and, if applicable the other Loan Documents, effected in connection with a Loan Modification Offer pursuant to Section 2.24, providing for an extension of a maturity date applicable to the Loans and/or Commitments of the Accepting Lenders and, in connection therewith, (a) a change in the Applicable Rate and/or modifying the amortization schedule with respect to the Loans and/or Commitments of the Accepting Lenders, (b) a change in the fees payable to, or the inclusion of new fees to be payable to, the Accepting Lenders and/or (c) amended covenants or other provisions, which shall be substantially identical to or not materially more favorable (when taken as a whole and as determined by the Borrower in good faith) to the Accepting Lenders than the Indebtedness subject to such Loan Modification Offer unless (i) also added for the benefit of the Loans and/or Commitments of the Class the subject of the Loan Modification Offer remaining outstanding after the issuance or incurrence of such Indebtedness, (ii) only applicable after the Latest Maturity Date of the Class the subject of the Loan Modification Offer at the time of such refinancing, (iii) such amended covenants or provisions represent then-market terms (as determined by the Borrower in good faith) or (iv) as reasonably agreed by the Administrative Agent.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or any combination of Related Business Assets between the Borrower and/or any other Group Member and any other Person.

“Permitted Debt Exchange” has the meaning assigned to such term in Section 2.25(a).

“Permitted Debt Exchange Notes” has the meaning assigned to such term in Section 2.25(a).

“Permitted Debt Exchange Offer” has the meaning assigned to such term in Section 2.25(a).

“Permitted ECF Recalculation Considerations” has the meaning assigned to such term in Section 2.11(d).

“Permitted Encumbrances” means:

(a) Liens for taxes, assessments or other governmental charges that are not delinquent for a period of more than 60 days or, if more than 60 days overdue, (i) are not at such time required to be paid pursuant to Section 5.05 or (ii) are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(b) Liens (and rights of set-off) imposed by statutory or common law, such as banks’, landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, workmen’s or construction contractors’ Liens and other similar Liens, arising in the ordinary course of business that secure amounts not overdue for a period of more than 60 days, or, in each such case, if more than 60 days overdue, such Liens (and rights of set-off) (i) are unfiled and no other action has been taken to enforce such Liens, (ii) are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or (iii) are such that the failure to make payment would not reasonably be expected to have a Material Adverse Effect;

(c) (i) Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, payroll taxes, unemployment insurance (including premiums related thereto), health, disability or employee benefits and other social security laws and regulations (including in connection with Section 8a of the German Old Age Employees Act (Altersteilzeitgesetz) or Section 7e of the Fourth Book of the German Social Code (Sozialgesetzbuch IV)), pension or retirement obligations, vacation pay, property, casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding workers compensation claims and obligations in respect of LC Instruments posted to support any of the foregoing or (ii) pledges or deposits made in the ordinary course of business securing (x) liability for reimbursement (including in respect of deductibles, self-insurance retention amounts and premiums and adjustments related thereto) or indemnification obligations of (including obligations in respect of LC Instruments for the benefit of) insurance brokers or carriers providing property, casualty, liability or other insurance or self-insurance to Holdings, the Borrower or any Subsidiary (including in respect of deductibles, self-insurance, co-payment, co-insurance and retentions) or otherwise supporting the payment of items of the type set forth in the foregoing clause (i) or (y) leases or licenses of property not otherwise prohibited by this Agreement;

(d) Liens incurred or deposits made to secure the performance of leases, tenders, statutory obligations (including those to secure health, safety and environmental obligations and Liens required by Requirements of Law to be granted in favor of creditors in relation to a merger or other reorganization), warranties, bids, government or trade contracts (including customer contracts, but other than for the payment of Indebtedness for borrowed money), indemnities, governmental contracts, performance, bid, appeal, indemnity, stay, customs, judgment, completion, return-of-money and/or surety bonds, bankers’ acceptance facilities, completion guarantees and other obligations of a like nature and obligations in respect of LC Instruments posted to support any of the foregoing, in each case incurred in the ordinary course of business;

(e) (i) easements, entitlements, rights-of-way, reservations, restrictions, servitudes for railways, sewers, drains, gas and oil and other pipelines, gas and water mains, electric light and power and telecommunications, telephone or telegraph or cable conduits, poles, wires and similar protrusions, rights waivers, restrictions, covenants, site plan agreements, development agreements, operating agreements, cross-easement agreements, conditions, encroachments, protrusions, zoning restrictions, applicable laws, municipal ordinances and other similar encumbrances or matters, or encumbrances or matters that are or would be reflected on a survey (or by inspection) of any real property, (ii) irregularities of title, (iii) title defects affecting real property that, in the aggregate, do not materially interfere with the ordinary conduct of the business of the Borrower and the other Group Members, taken as a whole, or that would not reasonably be expected to have a Material Adverse Effect, (iv) any Lien or exception on (or disclosed in) the applicable policies issued to, and approved by, the Collateral Agent in connection with Mortgaged Property (and any replacement, extension or renewal of such Lien or exception) and (v) Liens and encumbrances disclosed in Schedule 3.09;

(f) (i) Liens securing, or otherwise arising from, judgments, awards, attachments and/or decrees and notices of lis pendens and associated rights relating to litigation being contested in good faith not constituting an Event of Default under Section 7.01(j) and (ii) any pledge and/or deposit securing any settlement of litigation;

(g) (i) Liens on inventory or goods, the purchase price of which is financed by, or securing obligations in respect of, commercial letters of credit or bankers’ acceptances issued for the account of the Borrower or any other Group Member or to facilitate the purchase, shipment or storage of such inventory or goods or (ii) Liens on bills of lading, drafts or other documents of title arising by operation of law or pursuant to the standard terms of agreements relating to LC Instruments; provided that such Lien secures only the obligations of the Borrower or such other Group Member in respect of such LC Instrument to the extent such obligations are permitted by Section 6.01;

(h) rights of setoff, banker’s lien, netting agreements and other Liens arising by operation of law or by the terms of documents of banks or other financial institutions in relation to the maintenance or administration of deposit accounts, securities accounts or similar accounts or cash management arrangements or in connection with the issuance of LC Instruments;

(i) Liens arising from precautionary Uniform Commercial Code financing statements, PPSA financing statements or any similar filings made in respect of (i) operating leases or consignment or bailee arrangements entered into by the Borrower or any other Group Member, (ii) the sale of accounts receivable and/or (iii) the sale of Permitted Receivables Financing Assets and related assets in connection with any Permitted Receivables Financing;

(j) Liens given to a utility or any municipality or Governmental Authority when requested or required by such utility, municipality or Governmental Authority in connection with the ordinary conduct of the business of Holdings, the Borrower or any other Group Member and obligations in respect of LC Instruments posted to support any of the foregoing;

(k) reservations, limitations, provisos and conditions expressed in any original grant from any Governmental Authority or other grant of real or immovable property or interests therein;

(l) (i) any interest or title (and all encumbrances and other matters affecting such interest or title) of, or Liens attributable to, an owner, lessor, sublessor, licensor or sublicensor under any lease, license, occupancy or similar arrangement with respect to real estate or other property (including Intellectual Property (but only to the extent not materially interfering with the business of the Borrower and the other Group Members, taken as a whole)) permitted (or not prohibited) by this Agreement, (ii) any Lien, restriction or encumbrance to which the interest or title of such owner, lessor, sublessor, licensor or sublicensor may be subject, (iii) subordination of the interest of the lessee, sublessee, licensee, sublicensee or occupier under such lease, sublease, license, sublicense, occupancy or similar arrangement to any Lien referred to in the preceding clause (ii), (iv) any landlord Lien arising by Requirements of Law or permitted by the terms of any lease, sublease, license, sublicense, occupancy or similar arrangement or (v) any deposit of cash with the owner or lessor of premises leased and operated by Holdings, the Borrower or any other Group Member in the ordinary course of business to secure the performance of obligations under the terms of the lease for such premises;

(m) (i) leases, licenses, subleases, sublicenses, occupancies or cross-licenses granted to others (including Intellectual Property (but only to the extent not materially interfering with the business of the Borrower and the other Group Members, taken as a whole)), (ii) assignments of Intellectual Property granted to a customer of Holdings, the Borrower or any other Group Member in the ordinary course of business which do not secure any Indebtedness for borrowed money or (iii) the rights reserved or vested in any Person (including any Governmental Authority) by the terms of any lease, license, franchise, grant or permit held by Holdings, the Borrower or any other Group Member or by a Requirement of Law, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(n) rights of recapture of unused real property (other than any Mortgaged Property) in favor of the seller of such property set forth in customary purchase agreements and related arrangements with any Governmental Authority;

(o) undetermined or inchoate Liens, rights of distress and charges incidental to current operations that have not at such time been filed or exercised, or which relate to obligations not overdue for a period of more than 60 days, or, in each such case, if more than 60 days overdue, such Liens and other rights (i) are unfiled and no other action has been taken to enforce such Liens and other rights, (ii) are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or (iii) are such that the failure to discharge such obligations would not reasonably be expected to have a Material Adverse Effect;

(p) Liens arising pursuant to Section 107(l) of the Comprehensive Environmental Response, Compensation and Liability Act or similar provision of any applicable Requirement of Law not constituting an Event of Default under Section 7.01(c); and

(q) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar arrangements entered into in the ordinary course of business.

“Permitted First Priority Refinancing Debt” means any secured Indebtedness incurred by the Borrower or any other Loan Party in the form of one or more series of senior secured notes, bonds or debentures or senior secured loans; provided that (i) such Indebtedness is secured by all or a portion of the Collateral on an equal priority basis (without regard to the control of remedies) with the Loan Document Obligations, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Loans (including portions of Classes of Loans or Other Loans) and (iii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to an Acceptable Intercreditor Agreement. Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Holder” means (a) the Investors and (b) any Person with which one or more Investors form a “group” (within the meaning of Section 14(d) of the Exchange Act as in effect on the date hereof) so long as, in the case of this clause (b), the relevant Investors directly or indirectly collectively beneficially own more than 50% of the relevant voting Equity Interests beneficially owned by the group.

“Permitted Jurisdiction” means the United States, any State thereof or the District of Columbia, Canada, any province or territory thereof, the Cayman Islands or any other territory or political subdivision of the foregoing or any other jurisdiction reasonably acceptable to the Administrative Agent.

“Permitted Notes Debt” means any Indebtedness in respect of the Notes.

“Permitted Payee” means any Company Person (or any Affiliate, Permitted Transferee or other transferee of any of the foregoing).

“Permitted Receivables Financing” means (a) any Existing Receivables Financing and (b) any other securitization or other similar financing (including any factoring program) of Permitted Receivables Financing Assets that is non-recourse to Holdings, the Borrower and the other Group Members (except for (i) recourse to any Foreign Subsidiaries that own the assets underlying such financing (or have sold such assets in connection with such financing), (ii) any customary limited recourse pursuant to the Standard Securitization Undertakings or, to the extent applicable only to Foreign Subsidiaries, recourse that is customary in the relevant local market, (iii) any performance undertaking or Guarantee, to the extent applicable only to Foreign Subsidiaries, that is customary in the relevant local market and (iv) an unsecured parent Guarantee by Holdings, the Borrower or any other Group Member that is a parent company of a Foreign Subsidiary of obligations of Foreign Subsidiaries), and in each case, reasonable extensions thereof.

“Permitted Receivables Financing Assets” means (a) any accounts receivable, loan receivables, mortgage receivables, receivables or loans relating to the financing of insurance premiums, royalty, patent or other revenue streams and other rights to payment or related assets and the proceeds thereof and (b) all assets securing or related to any such receivable or asset, all contracts and contract rights, guarantees or other obligations in respect of any such receivable or asset, lockbox accounts and records with respect to any such receivable or assets and any other assets (including inventory and proceeds thereof) customarily transferred (or in respect of which security interests are customarily granted) together with receivables or assets in connection with a securitization, factoring or receivables financing or sale transaction.

“Permitted Refinancing” means, with respect to Indebtedness of any Person, any modification, refinancing, replacement, refunding, renewal or extension of such Indebtedness of such Person or of a Permitted Refinancing thereof; provided that (a) the aggregate original principal amount (or accreted value, if applicable) thereof does not exceed the aggregate principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, replaced, refunded, renewed or extended except (i) by an amount equal to unpaid accrued interest, penalties and premium (including tender premiums) thereon plus underwriting discounts, other amounts paid, and fees, commissions and expenses (including defeasance costs, upfront fees, original issue discount, initial yield payments or similar fees) incurred, in connection with such modification, refinancing, replacement, refunding, renewal or extension, (ii) by an amount equal to any existing revolving commitments unutilized thereunder to the extent that the portion of any existing and unutilized revolving commitment being refinanced was permitted to be drawn under Section 6.01 immediately prior to such refinancing (other than by reference to a Permitted Refinancing) and such drawing shall be deemed to have been made and (iii) to the extent such excess amounts is otherwise permitted to be incurred under Section 6.01, (b) with respect to a Permitted Refinancing in respect of Indebtedness incurred pursuant to Section 6.01(a)(xx), (a)(xxi), (a)(xxii), (a)(xxiii) or (a)(xxviii), other than with respect to an aggregate principal amount at any time outstanding not to exceed the Refinancing Maturity Limitation Excluded Amount (as selected by the Borrower), Indebtedness resulting from such modification, refinancing, replacement, refunding, renewal or extension (A) has a final maturity date equal to or later than the earlier of (x) the final maturity date of the Indebtedness being modified, refinanced, replaced, refunded, renewed or extended and (y) the Latest Maturity Date of the Term Loans outstanding at such time and (B) has a Weighted Average Life to Maturity equal to or greater than the lesser of (x) the then-remaining Weighted Average Life to Maturity of the Indebtedness being modified, refinanced, replaced, refunded, renewed or extended and (y) the then-remaining greatest Weighted Average Life to Maturity of the Term Loans outstanding at such time; provided that the foregoing requirements of this clause (b) shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term Indebtedness into which any such bridge facility is to be converted or exchanged satisfies the requirements of this clause (b) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges, (c) if the Indebtedness being modified, refinanced, replaced, refunded, renewed or extended is contractually subordinated in right of payment to the Loan Document Obligations, the Indebtedness resulting from such modification, refinancing, replacement, refunding, renewal or extension is contractually subordinated in right of payment to the Loan Document Obligations (x) on terms not materially less favorable, taken as a whole, to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, replaced, renewed or extended or (y) pursuant to any Acceptable Intercreditor Agreement, (d) such Permitted Refinancing is not secured by a Lien on any assets other than the collateral securing, and, to the extent secured by Collateral, with no higher priority than the Liens securing, the Indebtedness being refinanced, except for accessions and additions to such property and replacements and proceeds thereof (unless permitted to be secured by a provision of Section 6.02), (e) if unsecured, such Indebtedness shall remain unsecured (unless permitted to be secured by a provision of Section 6.02) and (f) no Loan Party that was not an obligor with respect to the Indebtedness being refinanced shall be an obligor under the Permitted Refinancing (except as would be otherwise permitted by Section 6.01) and if the Indebtedness being refinanced was (or was required to be) subject to an Intercreditor Agreement, the holders of such Permitted Refinancing (if such Indebtedness is secured by Collateral) or their authorized representative on their behalf, shall become party to an intercreditor agreement (x) on terms not materially less favorable, taken as a whole, to the Lenders as those contained in the Intercreditor Agreement with respect to the Indebtedness being modified, refinanced, refunded, replaced, renewed or extended or (y) pursuant to any Acceptable Intercreditor Agreement, in each case providing for the same (or lesser) lien priority (unless incurrence of such debt with a more senior lien priority would otherwise be permitted by Section 6.02). For the avoidance of doubt, it is understood and agreed that a Permitted Refinancing includes successive Permitted Refinancings of the same Indebtedness.

“Permitted Reorganization” means, to the extent not otherwise permitted under this Agreement, any corporate reorganization (or similar transaction or event) undertaken (each, a “Reorganization”), and each step reasonably undertaken to effect such Reorganization; provided that, in connection therewith, (a) no Event of Default is continuing immediately prior to such Reorganization and immediately after giving effect thereto and (b) after giving effect to such Reorganization, the security interests of the Lenders in the Collateral and the Guarantees of the Secured Obligations, taken as a whole, would not be materially impaired.

“Permitted Second Priority Refinancing Debt” means any secured Indebtedness incurred by the Borrower or any other Loan Party in the form of one or more series of junior lien secured notes, bonds or debentures or junior lien secured loans; provided that (i) such Indebtedness is secured by all or a portion of the Collateral on a junior basis to the Loan Document Obligations, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Loans (including portions of Classes of Loans or Other Loans) and (iii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to an Acceptable Intercreditor Agreement. Permitted Second Priority Refinancing Debt will include any junior lien Registered Equivalent Notes issued in exchange therefor.

“Permitted Sponsor Debt” means unsecured Indebtedness provided by the Sponsor or the Co-Investor and issued or incurred by the Borrower or any other Group Member provided that (i) such Indebtedness is subordinated to the payment of all Loan Document Obligations incurred hereunder on customary terms or on other terms reasonably acceptable to the Administrative Agent, (ii) such Indebtedness is not incurred or guaranteed by any Restricted Subsidiary that is not also (or also made) a Subsidiary Loan Party hereunder, (iii) no principal amount of such Indebtedness shall be required to be paid earlier than 91 days following the Latest Maturity Date of all Initial Term Loans outstanding at the time of such issuance or incurrence except to the extent such payment is treated as a Restricted Debt Payment (and constitutes utilization of the applicable Restricted Debt Payment capacity), (iv) no interest in respect of such Indebtedness shall be due and payable in cash prior to the Latest Maturity Date of all Initial Term Loans outstanding at the time of such issuance or incurrence except to the extent such payment is treated as a Restricted Payment incurred pursuant to one or more dollar-based exceptions in Section 6.08(a) (and constitutes utilization of such dollar-based exception(s)), (v) the terms of such Indebtedness shall not require the maintenance or achievement of any financial performance standards (other than as a condition to the taking of actions that would otherwise be prohibited by the terms of such Indebtedness) and (vi) such Indebtedness shall not be convertible into any Indebtedness that would not otherwise comply with the requirements of this definition or any Equity Interests that are or would be Disqualified Equity Interests.

“Permitted Tax Distribution” has the meaning assigned to such term in Section 6.08(a)(vii)(A).

“Permitted Transferees” means, with respect to any Person that is a natural Person (and any Permitted Transferee of such Person), (a) such Person’s immediate family, including his or her spouse, ex-spouse, children, step-children, grandchildren and their respective lineal descendants, parent, step-parent, grandparent, domestic partner, former domestic partner, sibling or step-sibling (and any lineal descendant thereof), mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships), (b) any trust, partnership, estate planning vehicle or other legal entity the beneficiaries of which are persons referred to in the preceding clause (a) and (c) such Person’s estate, heirs, legatees, distributees, executors and/or administrators upon the death of such Person, or any private foundation or fund that is controlled thereby, and any other Person who was an Affiliate of such Person upon the death of such Person and who, upon such death, directly or indirectly owned Equity Interests in Holdings or any other IPO Entity.

“Permitted Treasury Arrangements” means Cash Management Services entered into in the ordinary course of business (including the Cash Pooling Arrangements) and any transactions between or among Holdings, the Borrower and its Subsidiaries that are entered into in the ordinary course of business in connection with such Cash Management Services.

“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness incurred by the Borrower or any other Loan Party in the form of one or more series of senior unsecured notes, bonds or debentures or loans; provided that (i) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Loans (including portions of Classes of Loans or Other Loans) and (ii) such Indebtedness is not secured by any Lien on any property or assets of Holdings, the Borrower or any other Group Member. Permitted Unsecured Refinancing Debt will include any unsecured Registered Equivalent Notes issued in exchange therefor.

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

“Plan” means any “employee pension benefit plan” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) which is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which a Loan Party 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.

“Planned Expenditures” has the meaning assigned to such term in clause (b) of the definition of “Excess Cash Flow”.

“Platform” has the meaning assigned to such term in Section 5.01.

“PPSA” means the Personal Property Security Act (Ontario) and the regulations thereunder, as from time to time in effect, provided, however, if the validity, attachment, perfection, enforcement or priority of any Liens in any Collateral are governed by the personal property security laws of any jurisdiction in Canada other than Ontario, “PPSA” shall mean those personal property security laws in such other jurisdiction (or the Civil Code of Quebec, if such jurisdiction is the Province of Quebec) for the purposes of the provisions hereof relating to such validity, attachment, perfection, enforcement or priority and for the definitions related to such provisions.

“Prepayment Event” means:

(a) any sale, transfer or other Disposition of any property or asset of the Borrower or any other Loan Party that constitutes Collateral pursuant to Section 6.05(k) or Section 6.05(n) or the occurrence of any other Casualty Event with respect to any asset that constitutes Collateral, in each case, resulting in Net Proceeds exceeding (x) with respect to any single transaction or series of related transactions, the greater of (I) $32,000,000 or (II) 2.0% of Consolidated EBITDA individually or (y) with respect to all other such Dispositions pursuant to Section 6.05(k) or Section 6.05(n) or such Casualty Events not excluded from the requirements of this clause (a) pursuant to subclause (x), the greater of (I) $91,000,000 or (II) 5.60%of Consolidated EBITDA in the aggregate in any fiscal year; provided, that, for the avoidance of doubt, only Net Proceeds in excess of such amount shall be subject to the mandatory prepayment provisions set forth in Section 2.11(c) and no Prepayment Event shall occur in any fiscal year until the Net Proceeds received during such fiscal year that are subject to subclause (y) exceed the amount set forth in subclause (y) above (any such Net Proceeds excluded from prepayment by the application of the preceding thresholds, “Excluded Proceeds”); or

(b) the incurrence by the Borrower or any other Group Member of any Indebtedness, other than Indebtedness permitted under Section 6.01 (other than Credit Agreement Refinancing Indebtedness) or permitted by the Required Lenders pursuant to Section 9.02.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to provide such rate, another national publication selected by the Administrative Agent in consultation with the Borrower.

“Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” mean, as to any Person, for any events as described below that occur subsequent to the commencement of the Test Period for which the effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred as of the first day (or, in the case of Consolidated Total Assets, or with respect to any determination pertaining to the balance sheet, including the acquisition of cash and Cash Equivalents in connection with an acquisition of a Person, business line, unit, division or product line, the last day) of such Test Period (the “Reference Period”): (a) in making any determination of Consolidated EBITDA or any component thereof, as further described below, effect shall be given to the Transactions, any Specified Transaction and any Expected Cost Savings pertaining to the business of the Borrower or any other Group Member (with respect to Expected Costs Savings, calculated on a pro forma basis as though such Expected Cost Savings had been realized on the first day of the applicable Test Period and as if such Expected Cost Savings were realized in full during the entirely of such period); provided that any increase in Consolidated EBITDA as a result of Expected Cost Savings pursuant to this definition shall be subject to the limitations set forth in clause (b)(1) of the definition of Consolidated EBITDA; (b) in making any determination on a Pro Forma Basis, of Pro Forma Compliance or of Pro Forma Effect, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the pro forma effect is being calculated, whether incurred under the Loan Documents or otherwise) issued, incurred, assumed, retired or repaid during the Reference Period (or with respect to Indebtedness retired or repaid, during the Reference Period or subsequent to the end of the Reference Period and prior to, or simultaneously with, the event for which the calculation of any such ratio is made) shall be deemed to have been issued, incurred, assumed, retired or repaid at the beginning of such period and (y) (1) interest expense of such Person attributable to interest on any Indebtedness for which pro forma effect is being given as provided in preceding clause (x) bearing floating interest rates shall be computed on a pro forma basis with an implied rate of interest for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date of determination (taking into account any interest hedging arrangements applicable to such Indebtedness), (2) interest expense of such Person attributable to any Capital Lease Obligation shall be deemed to accrue at an interest rate determined as set forth in the definition of “Consolidated Cash Interest Charges” and (3) interest expense of such Person attributable to any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen by the Borrower; (c)(i) in the case of (A) any Disposition of all or substantially all of the Equity Interests of any Restricted Subsidiary or any division and/or product line of the Borrower or any Restricted Subsidiary or (B) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary, income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, shall be excluded as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made and (ii) in the case of any Permitted Acquisition, Investment and/or

designation of an Unrestricted Subsidiary as a Restricted Subsidiary described in the definition of the term “Specified Transaction”, income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction shall be included as of the first day of the applicable Test Period with respect to any test or covenant for which the relevant determination is being made; (d) the acquisition of any assets (including cash and Cash Equivalents) included in calculating Consolidated Total Assets, whether pursuant to any Specified Transactions or any Person becoming a subsidiary or merging, amalgamating or consolidating with or into the Borrower or any of its subsidiaries, or the Disposition of any assets (including cash and Cash Equivalents) included in calculating Consolidated Total Assets described in the definition of “Specified Transaction” shall be deemed to have occurred as of the last day of the applicable Test Period with respect to any test or covenant for which such calculation is being made; and (e) notwithstanding anything to the contrary in this definition or in any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the asset sale, transfer, disposition or lease thereof has been entered into as discontinued operations, no Pro Forma Effect shall be given to the classification thereof as discontinued operations (and the Consolidated EBITDA or any component thereof attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such asset sale, transfer, disposition or lease shall have been consummated.

Whenever a financial ratio or test or covenant is to be calculated on a Pro Forma Basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements of Holdings were delivered pursuant to Section 5.01(a) or (b) or, if earlier, are internally available; provided that prior to the initial delivery or availability of such financial statements following the Closing Date, any such calculation shall use the financial statements of the Target Business delivered to the Lead Arrangers for the fiscal quarter ended December 31, 2018.

“Pro Forma Disposal Adjustment” means, taking into account any limitations set forth in the definition of Pro Forma Basis, with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between Holdings, the Borrower or any other Group Member entered into with such Sold Entity or Business at the time of its disposal or thereafter and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent four-quarter period prior to its disposal.

“Pro Forma Entity” means any Acquired Entity or Business or any Converted Restricted Subsidiary.

“Proceeding” has the meaning assigned to such term in Section 9.03(b)(ii).

“Proposed Change” has the meaning assigned to such term in Section 9.02(c).

“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 Company Costs” has the meaning assigned to such term in the definition of “Consolidated Net Income”.

“Public Lender” has the meaning assigned to such term in Section 5.01.

“Public Offer” has the meaning assigned to such term in Section 1.09(a).

“Purchased Companies” has the meaning assigned to such term in the Acquisition Agreement.

“Purchased Consolidated Venture” has the meaning assigned to such term in the Acquisition Agreement.

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

“Qualified Proceeds” means the Fair Market Value of assets that are used or useful in, or Equity Interests of any Person engaged in, a Similar Business.

“Qualifying IPO” means the initial issuance by any Parent Entity of its Equity Interests and/or by any other holder of such Equity Interests in an underwritten offering (other than a public offering pursuant to a registration statement on Form S-8 or comparable filing in any other applicable jurisdiction) pursuant to an effective registration statement filed with the SEC or any other comparable Governmental Authority in any other applicable jurisdiction or pursuant to Rule 144A (whether alone or in connection with a secondary public offering).

“Qualifying Lender” has the meaning assigned to such term in Section 2.11(a)(ii)(D)(3).

“Quality of Earnings” means that certain quality of earnings report, dated February 22, 2019, prepared for the Sponsor by KPMG and delivered to the Administrative Agent and the Lead Arrangers prior to the Closing Date (without giving effect to any subsequent modification unless approved in writing by the Lead Arrangers prior to the Closing Date).

“RC Facility” means the provisions herein related to the Initial RC Facility Commitments, the 2023 Replacement RC Facility Commitments, any Additional/Replacement RC Facility Commitments and any Other RC Facility Commitments.

“RC Facility Borrowing” means a Borrowing of RC Facility Loans.

“RC Facility Commitment” means any Initial RC Facility Commitment, 2023 Replacement RC Facility Commitment, Additional/Replacement RC Facility Commitment or Other RC Facility Commitment.

“RC Facility Exposure” means, as the context may require, any Initial RC Facility Exposure, 2023 Replacement RC Facility Exposure, Additional/Replacement RC Facility Exposure or Other RC Facility Exposure.

“RC Facility Lender” means a Lender with an RC Facility Commitment or, if any Class of RC Facility Commitments have terminated or expired, a Lender with RC Facility Exposure of such Class.

“RC Facility Loan” means a Loan on account of an RC Facility Commitment.

“RC Facility Test Condition” means that, as of the last day of any fiscal quarter of the Borrower (commencing with the second full fiscal quarter ended after the Closing Date), the aggregate principal amount of all outstanding RC Facility Loans (other than, for the first four fiscal quarters after the Closing Date, RC Facility Loans made on the Closing Date), Swingline Loans and unreimbursed LC Disbursements

in respect of any Letter of Credit (but excluding any Letter of Credit that has been Cash Collateralized) exceeds 35.0% of the aggregate amount of RC Facility Commitments; provided that if the Lenders under any revolving Incremental Facility have agreed not to have the benefit of the Financial Maintenance Covenant, the RC Facility Loans and Swingline Loans made under, the Letters of Credit issued under, and the RC Facility Commitments in respect of, such revolving Incremental Facility shall be disregarded for purposes of the calculations above.

“Receivables Subsidiary” means any Special Purpose Entity established in connection with a Permitted Receivables Financing and any other subsidiary (other than any Loan Party) involved in a Permitted Receivables Financing which is not permitted by the terms of such Permitted Receivables Financing to guarantee the Secured Obligations or provide Collateral.

“Reference Time” means, with respect to any setting of the then-current Benchmark, (a) if such Benchmark is a US LIBOR Screen Rate, 11:00 a.m., London time, on the applicable Interest Rate Determination Date, (b) if such Benchmark is Term SOFR, 5:00 a.m. (Chicago time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (c) if such Benchmark is Daily Simple SOFR, on the day that is four Business Days prior to such setting and (d) to the extent not otherwise provided, the time determined by the Administrative Agent in its reasonable discretion.

“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 executed by each of (a) the Borrower, Holdings and the other Loan Parties, (b) the Administrative Agent and (c) each Additional Lender and Xxxxxx that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.21. Amendment No. 1, Amendment No. 3 and Amendment No. 4 are Refinancing Amendments.

“Refinancing Maturity Limitation Excluded Amount” means Credit Agreement Refinancing Indebtedness, Permitted Debt Exchange Notes or any Permitted Refinancing (as selected by the Borrower) in an aggregate principal amount at any time outstanding not to exceed $550,000,000.

“Refunding Equity Interests” has the meaning assigned to such term in Section 6.08(a)(iv).

“Register” has the meaning assigned to such term in Section 9.04(b)(iv).

“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 substantially the same Guarantees) issued in a Dollar-for-Dollar (or applicable unit of currency for a unit of the corresponding currency) exchange therefor pursuant to an exchange offer registered with the SEC.

“Regulation S-X” means Regulation S-X under the Securities Act.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any asset received by the Borrower or any other Group Member in exchange for any asset transferred by the Borrower or any other Group Member shall not be deemed to constitute a Related Business Asset if such asset consists of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Group Member.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the officers, directors, employee, partners, members, agents, advisors and other representatives of such Person and of each of such Person’s Affiliates and permitted successors and assigns.

“Release” means any actual, alleged, or threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment (including ambient air, surface water, groundwater, and land surface or subsurface strata and any man-made structures).

“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Board of Governors or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors or the Federal Reserve Bank of New York, or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of RC Facility Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto and (iii) with respect to a Benchmark Replacement in respect of RC Facility Loans denominated in any other currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.

“Relevant Rate” means (i) with respect to any RC Facility Borrowing or 2023 Term Loan denominated in Dollars, the Adjusted Term SOFR Rate and (ii) with respect to any RC Facility Borrowing denominated in any Approved Foreign Currency or any Alternative Currency, the Adjusted Eurocurrency Rate.

“Removal Closing Date” has the meaning assigned to such term in Article VIII.

“Representative” has the meaning assigned to such term in Section 9.12.

“Repricing Transaction” means (a) in the case of Initial Term Loans, (x) the incurrence by any Loan Party of any Indebtedness in the form of broadly syndicated long-term term “B” loans secured on a pari passu basis with the applicable Initial Term Loans (and denominated in the same currency as such applicable Initial Term Loans) (i) having an Effective Yield for the respective Type of such Indebtedness that is less than (and not by virtue of any fluctuation in any “base” rate) the Effective Yield for the applicable Initial Term Loans, but excluding Indebtedness incurred in connection with (A) a Qualifying IPO, (B) a Change in Control, (C) a Permitted Acquisition or other similar Investment the aggregate consideration for which exceeds $750,000,000, (D) a Disposition or other divestiture the aggregate consideration for which exceeds $750,000,000, (E) a dividend recapitalization, (F) a transaction resulting in an upsizing of the Term Facility or (G) a Transformative Transaction and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of the Initial Term Loans or (y) any effective reduction in the Effective Yield for the Initial Term Loans (e.g., by way of amendment, waiver or otherwise), except for a reduction in connection with (A) a Qualifying IPO, (B) a Change in Control, (C) a Permitted Acquisition or other similar Investment the aggregate consideration for which exceeds $750,000,000, (D) a Disposition or other divestiture the aggregate consideration for which exceeds $750,000,000, (E) a dividend recapitalization, (F) a transaction resulting in an upsizing of the Term

Facility or (G) a Transformative Transaction, (b) in the case of 2023 Term Loans prior to the Amendment No. 4 Effective Date, (x) the incurrence by any Loan Party of any Indebtedness in the form of broadly syndicated long-term term “B” loans secured on a pari passu basis with the 2023 Term Loans (and denominated in Dollars) (i) having an Effective Yield for the respective Type of such Indebtedness that is less than (and not by virtue of any fluctuation in any “base” rate) the Effective Yield for the 2023 Term Loans, but excluding Indebtedness incurred in connection with (A) a Qualifying IPO, (B) a Change in Control, (C) a Permitted Acquisition or other similar Investment the aggregate consideration for which exceeds $750,000,000, (D) a Disposition or other divestiture the aggregate consideration for which exceeds $750,000,000, (E) a dividend recapitalization, (F) an upsizing of the Term Facility or (G) a Transformative Transaction and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of the 2023 Term Loans or (y) any effective reduction in the Effective Yield for the 2023 Term Loans (e.g., by way of amendment, waiver or otherwise), except for a reduction in connection with (A) a Qualifying IPO, (B) a Change in Control, (C) a Permitted Acquisition or other similar Investment the aggregate consideration for which exceeds $750,000,000, (D) a Disposition or other divestiture the aggregate consideration for which exceeds $750,000,000, (E) a dividend recapitalization, (F) an upsizing of the Term Facility or (G) a Transformative Transaction and (c) in the case of Amendment No. 4 Term Loans, (x) the incurrence by any Loan Party of any Indebtedness in the form of broadly syndicated long-term term “B” loans secured on a pari passu basis with the Amendment No. 4 Term Loans (and denominated in Dollars) (i) having an Effective Yield for the respective Type of such Indebtedness that is less than (and not by virtue of any fluctuation in any “base” rate) the Effective Yield for the Amendment No. 4 Term Loans, but excluding Indebtedness incurred in connection with (A) a Qualifying IPO, (B) a Change in Control, (C) a Permitted Acquisition or other similar Investment the aggregate consideration for which exceeds $750,000,000, (D) a Disposition or other divestiture the aggregate consideration for which exceeds $750,000,000, (E) a dividend recapitalization, (F) an upsizing of the Term Facility, (G) a Transformative Transaction, (H) a prepayment made with internally generated cash or (I) any repricing transaction consummated in connection with Customary Term A Loans and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of the Amendment No. 4 Term Loans or (y) any effective reduction in the Effective Yield for the Amendment No. 4 Term Loans (e.g., by way of amendment, waiver or otherwise), except for a reduction in connection with (A) a Qualifying IPO, (B) a Change in Control, (C) a Permitted Acquisition or other similar Investment the aggregate consideration for which exceeds $750,000,000, (D) a Disposition or other divestiture the aggregate consideration for which exceeds $750,000,000, (E) a dividend recapitalization, (F) an upsizing of the Term Facility, (G) a Transformative Transaction, (H) a prepayment made with internally generated cash or (I) any repricing transaction consummated in connection with Customary Term A Loans.

“Required Additional Debt Terms” means with respect to any Incremental Equivalent/Ratio Debt,

(a) such Indebtedness does not mature earlier than the Latest Maturity Date of, or have a Weighted Average Life to Maturity less than the greatest then-remaining Weighted Average Life to Maturity of, the Initial Term Loans outstanding at the time of incurrence or issuance of such Indebtedness, other than with respect to (i) customary bridge facilities, so long as the long-term Indebtedness into which such bridge facility is to be converted or exchanged satisfies the requirements of this clause (a) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (ii) an aggregate principal amount at any time outstanding not to exceed the Incremental Maturity Limitation Excluded Amount (as selected by the Borrower);

(b) subject to clause (a), such Indebtedness may otherwise have an amortization schedule as determined by the Borrower and the lenders providing such Indebtedness; and

(c) if such Indebtedness is secured by assets that constitute Collateral, the holders of such Indebtedness (or a representative therefor) shall be party to an Acceptable Intercreditor Agreement.

“Required Lenders” means, at any time, Lenders having RC Facility Exposures, outstanding Term Loans and unused Commitments representing more than 50.0% of the aggregate RC Facility Exposures, outstanding Term Loans and unused Commitments at such time; provided that (a) whenever there are one or more Defaulting Lenders, the total outstanding Term Loans and Commitments, RC Facility Exposures and unused Commitments of each Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders and (b) the total outstanding Term Loans of Affiliated Lenders shall be subject to Section 9.04(g).

“Requirements of Law” means, with respect to any Person, any statutes, laws, treaties, rules, ordinances, regulations, judgments, orders, directives, decrees, writs, injunctions, licenses, permits, determinations or binding agreements, entered into with, or promulgated by, any Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reset Date” has the meaning assigned to such term in Section 1.06(a).

“Resignation Closing Date” has the meaning assigned to such term in Article VIII.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, chief operating officer, secretary, assistant secretary, treasurer or assistant treasurer, or other similar officer, manager or a director of a Loan Party and with respect to certain limited liability companies, partnerships or exempt limited partnerships that do not have officers, any manager, sole member, managing member or general partner thereof or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Debt Payment” has the meaning assigned to such term in Section 6.08(b).

“Restricted Debt Payment Amount” means, at any time the greater of $800,000,000 and 47.5% of Consolidated EBITDA as of the last day of the most recently ended Test Period, minus the sum of (a) the amount of Restricted Debt Payments made by the Borrower or any other Group Member in reliance on Section 6.08(b)(iv)(A) and (b) the amount of Investments made by the Borrower or any other Group Member in reliance on Section 6.04(n)(A)(iii).

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of the Borrower, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination for value of any Equity Interests of the Borrower or any option, warrant or other right to acquire any such Equity Interests. The amount of any Restricted Payment other than cash shall be the Fair Market Value as determined on the applicable date in accordance with

Section 1.09(a). For the avoidance of doubt, any payment on account of any Convertible Indebtedness to the extent that such Convertible Indebtedness has not been converted into an Equity Interest at such time shall be deemed not to be a Restricted Payment.

“Restricted Payment Amount” means, at any time the greater of $500,000,000 and 30% of Consolidated EBITDA as of the last day of the most recently ended Test Period, minus the sum of (a) the amount of Restricted Payments made by the Borrower in reliance on Section 6.08(a)(viii)(A), (b) the amount of Restricted Debt Payments made by the Borrower or any other Group Member in reliance on Section 6.08(b)(iv)(B), (c) the amount of Investments made by the Borrower or any other Group Member in reliance on Section 6.04(n)(A)(ii), (d) the aggregate outstanding principal amount of Indebtedness incurred by the Borrower or any other Group Member in reliance on Section 6.01(a)(xxx)(A) (calculated without duplication of Guarantees) and (e) without duplication in respect of Liens securing Indebtedness described in the preceding clause (d), the aggregate outstanding principal amount of Indebtedness secured by Xxxxx incurred by the Borrower or any other Group Member in reliance on Section 6.02(t)(i)(B).

“Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary.

“Retained Excess Cash Flow” means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(d) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

“Retained Declined Proceeds” has the meaning assigned to such term in Section 2.11(e).

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor to its rating agency business.

“Sale Leaseback” means any transaction or series of related transactions pursuant to which the Borrower or any other Group Member (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired and (b) as part of such transaction, 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, transferred or disposed of.

“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any comprehensive, country-wide or territory-wide Sanctions (as of the Closing Date, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine).

“Sanctioned Person” means any person: (i) listed on, or owned 50 percent or more by any person appearing on, any Sanctions List; (ii) located, resident, or organized in a Sanctioned Country; or (iii) otherwise a target of Sanctions (where “target of Sanctions” means any person with whom a person subject to the jurisdiction of a Sanctions Authority would be restricted or prohibited by that Sanctions Authority from doing business).

“Sanctions” means economic and financial sanctions or trade embargoes administered or enforced by any Sanctions Authority.

“Sanctions Authority” means the United States Government (including without limitation, OFAC, the U.S. Department of Commerce, and the U.S. Department of State), the European Union, the United Kingdom (including His Majesty’s Treasury) and Canada.

“Sanctions List” means OFAC’s Specially Designated Nationals and Blocked Persons List and Sectoral Sanctions Identifications List, the Consolidated United Nations Security Council Sanctions List, HMT’s Consolidated List of Financial Sanctions Targets or any other Sanctions-related list of designated Persons maintained by a Sanctions Authority, each as amended, supplemented or substituted from time to time.

“Screen Rate” means the US LIBOR Screen Rate and the EURIBOR Screen Rate.

“SEC” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Obligations” means the due and punctual payment and performance of all monetary obligations of Holdings, the Borrower and the other Group Members (other than Receivables Subsidiaries) in respect of any Cash Management Obligations of Holdings, the Borrower or any other Group Member (whether absolute or contingent and howsoever and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)) where the arrangements governing such Cash Management Obligations are (or were) entered into with an Approved Counterparty (unless otherwise designated by the Borrower); provided that Cash Management Obligations shall only constitute Secured Cash Management Obligations hereunder or ABL Cash Management Obligations under the ABL Loan Documents (but not both), as applicable (provided that Cash Management Obligations may be designated, in non-duplicating part, either in nominal portions or by reference to formula, as partially Secured Cash Management Obligations and partially as ABL Cash Management Obligations); provided, further, for the avoidance of doubt, that the obligations of Holdings, the Borrower and the other Group Members (as applicable) pursuant to the Cash Pool Agreement, Netting Agreement, Uncommitted Overdraft Facility Agreement and Guarantee (as the proposed titles of such documents may be modified) dated on or about the date hereof with Bank Mendes Xxxx N.V. (“BMG”), an Affiliate of ING Capital LLC (and any extension, replacement, renewal or refinancing thereof), including, for the avoidance of doubt, if such obligations become payable to ING Bank N.V. (or another parent of BMG) by way of subrogation, shall be deemed to constitute Cash Management Obligations and Secured Cash Management Obligations hereunder.

“Secured Net Leverage Ratio” means, on any date, the ratio of (a) Consolidated Secured Net Debt as of such date to (b) Consolidated EBITDA for the Test Period as of such date.

“Secured Notes” means (i) $1,000,000,000 aggregate principal amount of 6.250% senior secured notes due 2026, (ii) €700,000,000 aggregate principal amount of 4.375% senior secured notes due 2026, (iii) $500,000,000 aggregate principal amount of 6.750% senior secured notes due 2025 and (iv) $750,000,000 aggregate principal amount of 6.750% senior secured notes due 2028, each issued pursuant to the Secured Notes Documents, and one or more debt facilities or other financing arrangements (including indentures) providing for loans, notes or other long-term indebtedness that replace or refinance such notes or other financing arrangement, including any such replacement or refinancing facility or indenture or other financing arrangement that increases or decreases the amount permitted to be borrowed or incurred thereunder or alters the maturity thereof and whether by the same or any other agent, trustee, lender or group of lenders and whether for the same or any other purpose, and any amendments, supplements, modifications, extensions, renewals, restatements, amendments and restatements or refundings thereof or any such indentures or facilities or other financing arrangement that replace or refinance such notes (or any subsequent replacement thereof), in each case to the extent permitted or not restricted by this Agreement.

“Secured Notes Documents” means any Secured Notes, each indenture with respect to any Secured Notes and all collateral agreements or documents in respect of any Secured Notes (in each case as may be replaced, refinanced, amended, amended and restated, modified, supplemented, substituted, extended, renewed or restated from time to time).

“Secured Obligations” means (a) the Loan Document Obligations, (b) the Secured Cash Management Obligations, (c) the Secured Swap Obligations (excluding, with respect to any Guarantor, Excluded Swap Obligations of such Guarantor) and (d) the Other Secured Obligations.

“Secured Parties” means (a) each Lender, including the Swingline Lender, and each Issuing Bank, (b) the Administrative Agent and Collateral Agent, (c) each other Agent, (d) each Person to whom any Secured Cash Management Obligations or Other Secured Obligations are owed, (e) each counterparty to any Swap Agreement the obligations under which constitute Secured Swap Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (g) the permitted successors and assigns of each of the foregoing.

“Secured Swap Obligations” means the due and punctual payment and performance of all monetary obligations of Holdings, the Borrower and the other Group Members (other than Receivables Subsidiaries) under each Swap Agreement that is (or was) entered into with an Approved Counterparty (unless otherwise designated by the Borrower); provided that obligations under any Swap Agreement shall only constitute Secured Swap Obligations hereunder or ABL Swap Obligations under the ABL Loan Documents (but not both), as applicable (provided that obligations under a single Swap Agreement may be designated, in non-duplicating part, either in nominal portions or by reference to formula, as partially Secured Swap Obligations hereunder and partially as ABL Swap Obligations).

“Securities Act” means the Securities Act of 1933, as amended.

“Security Documents” means each security agreement or pledge agreement, including any intellectual property security agreement, executed and delivered pursuant to the Collateral and Guarantee Requirement, Section 4.01(f), Section 5.11 or Section 5.13 to secure any of the Secured Obligations.

“Security Jurisdiction” means each of (a) the United States, any State thereof and the District of Columbia, (b) solely with respect to Holdings and the Borrower, Canada and the provinces, territories and political subdivisions thereof (or any other jurisdiction in which a successor to Holdings or the Aggregator Borrower is located or organized), (c) the jurisdiction in which the Co-Borrower (if other than the U.S. or Canada) is organized or located, (d) the jurisdiction in which Intermediate Holdco (if any) is organized or located and (e) prior to a Specified Tax Event, (i) solely with respect to the direct Luxembourg holding company (if any) for the Borrower’s primary German subsidiaries (on the Closing Date), Luxembourg and the political subdivisions thereof, (ii) Germany and the political subdivisions thereof and (iii) Mexico.

“Seller” means Xxxxxxx Controls International PLC.

“Senior Representative” means, with respect to any series of Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or other Indebtedness, 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.

“Significant Subsidiary” means any Group Member that, or any group of Group Members that, taken together, as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available, had revenues or total assets (determined on a consolidated basis for such Restricted Subsidiary and its Restricted Subsidiaries or such group of Restricted Subsidiaries and their respective Restricted Subsidiaries, as applicable) for such quarter in excess of 10.0% of the consolidated revenues or total assets, as applicable, of the Borrower and the other Group Members for such quarter.

“Similar Business” means (1) any business conducted by the Borrower or any other Group Member on the Closing Date or (2) any business or other activities that are reasonably similar, ancillary, incidental, corollary, complementary, synergistic or related to, or a reasonable extension, development or expansion of, the businesses that the Borrower and the other Group Members conduct or propose to conduct on the Closing Date.

“Single Lien Collateral” has the meaning assigned to such term in Article VIII.

“SOFR” means (x) with respect to the Initial Term Loans, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m., New York City time, on the immediately succeeding Business Day and (y) with respect to the RC Facility and the 2023 Term Loans, 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 Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Rate Day” has the meaning assigned to such term in the definition of “Daily Simple SOFR”.

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

“Solicited Discounted Prepayment Amount” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“Solicited Discounted Prepayment Notice” means an irrevocable written notice of a Borrower Solicitation of Discounted Prepayment Offers made pursuant to Section 2.11(a)(ii)(D), substantially in the form of Exhibit H.

“Solicited Discounted Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of Exhibit I, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

“Solicited Discounted Prepayment Response Date” has the meaning assigned to such term in Section 2.11(a)(ii)(D).

“Solicited Discount Proration” has the meaning assigned to such term in Section 2.11(a)(ii)(D)(3).

“Solvent” and “Solvency” means with respect to any Person on any date of determination, that, on such date, such Person and its subsidiaries, when taken as a whole on a consolidated basis, (a) have property with fair value greater than the total amount of their debts and liabilities, contingent, subordinated or otherwise (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, can reasonably be expected to become an actual or matured liability), (b) have assets with present fair salable value not less than the amount that will be required to pay their liability on their debts as they become absolute and matured, (c) will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (d) are not engaged in business or a transaction, and are not about to engage in business or a transaction, for which they have unreasonably small capital.

“SPAC IPO” has the meaning assigned to such term in the definition of “IPO”.

“SPAC IPO Entity” has the meaning assigned to such term in the definition of “IPO”.

“Special Purpose Entity” means a direct or indirect subsidiary of any Loan Party, whose organizational documents contain restrictions on its purpose and activities intended to preserve its separateness from such Loan Party and/or one or more Subsidiaries of such Loan Party.

“Specified Acquisition Agreement Representations” means the representations made by, or with respect to, the Purchased Companies and the Target Business in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable Affiliate) has the right (taking into account applicable cure periods) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition without liability to the Borrower (or such Affiliate) as a result of a breach of such representations.

“Specified Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(B)(1)(II).

“Specified Discount Prepayment Amount” has the meaning assigned to such term in Section 2.11(a)(ii)(B)(1)(II).

“Specified Discount Prepayment Notice” means an irrevocable written notice of a Borrower Offer of Specified Discount Prepayment made pursuant to Section 2.11(a)(ii)(B) substantially in the form of Exhibit J.

“Specified Discount Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit K, to a Specified Discount Prepayment Notice.

“Specified Discount Prepayment Response Date” has the meaning assigned to such term in Section 2.11(a)(ii)(B)(1).

“Specified Discount Proration” has the meaning assigned to such term in Section 2.11(a)(ii)(B).

“Specified Equity Issuance” has the meaning assigned to such term in Section 7.02.

“Specified Event of Default” means an Event of Default occurring under Section 7.01(a) or 7.01(b) or, solely with respect to the Borrower, 7.01(h) or 7.01(i).

“Specified Representations” means the representations and warranties set forth in Section 3.01(a) (“Organization; Powers”) (as it relates to organizational existence of Holdings and the Borrower); Section 3.01(b) (“Organization; Powers”) (as it relates to the organizational power and authority of the Loan Parties to execute, deliver and perform obligations under each Loan Document of the Loan Parties after giving effect to the Transactions); Section 3.02 (“Authorization; Enforceability”); Section 3.04(a) and (b) (“PATRIOT Act, Sanctions and Anti-Corruption”) (in each case, as it relates to the use of proceeds of the Loans); Section 3.05(ii)(x) (“Governmental Approvals; No Conflicts”); Section 3.12 (“Federal Reserve Regulations”); Section 3.13 (“Investment Company Status”); Section 3.15 (“Solvency”) and Section 3.20 (“Security Interest in Collateral”) (as it relates to the creation, validity and perfection of the security interests in the Collateral under Article 9 of the UCC).

“Specified Tax Event” means that, at any time, as a result of a Change in Law (including, for the avoidance of doubt, any withdrawal or change of proposed rules or regulations), the Borrower, any Subsidiary, Parent Entity or direct or indirect equity owner of Borrower is not permitted under applicable Requirements of Law to rely on Proposed Treasury Regulations Section 1.956-1 (as published in the Federal Register on November 5, 2018) or rules, regulations, guidance or other law substantially similar thereto, such that the Borrower or such Subsidiary, Parent Entity or direct or indirect equity owner, as the case may be, is required to include in gross income an amount determined under Section 956 of the Code as a result of the Collateral or Guarantees provided under the Loan Documents.

“Specified Transaction” means, with respect to any period, any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, subsidiary designation, operating improvements, restructurings, cost saving initiatives or other initiatives or any other event that by the terms of the Loan Documents requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect” to such event.

“Sponsor” means, collectively, (i) Brookfield Business Partners L.P. and its Affiliates and (ii) the funds, partnerships or other co-investment vehicles managed, advised or controlled by any Person referred to in the foregoing clause (i).

“Sponsor Model” means the financing model dated November 21, 2018, delivered by the Sponsor to the Administrative Agent on November 30, 2018 (without giving effect to any subsequent modifications unless approved in writing by the Lead Arrangers prior to the Closing Date).

“Spot Rate” means, for any currency, the rate determined by (a) to the extent relating to any extensions of credit hereunder, the Administrative Agent or any Issuing Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or applicable Issuing Bank may obtain such spot rate from another financial institution designated by the Administrative Agent or applicable Issuing Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; provided, further, that any Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency; provided, further, that in the case of Euro denominated Loans, such delivery shall be two Business Days later and (b) to the extent relating to compliance with Articles V, VI, VII and VIII of this Agreement, the rate at which such currency may be exchanged into Dollars based on the exchange rate on the immediately prior Business Day as determined by Xxxxxxxx Reuters and publicly reported on its free website at xxxxx://xxx.xxxxxxx.xxx/xxxxxxx/xxxxxxxxxx or any successor thereto.

100

“SPV” has the meaning assigned to such term in Section 9.04(f).

“Standard Securitization Undertakings” means all representations, warranties, covenants, pledges, transfers, purchases, dispositions, guaranties and indemnities (including repurchase obligations in the event of a breach of representation and warranty) and other undertakings made or provided, and servicing obligations undertaken, by any Loan Party or Subsidiary thereof that the Borrower has determined in good faith to be customary in connection with a Permitted Receivables Financing.

“Statutory Reserve Rate” means, with respect to any currency, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve, liquid asset or similar percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by any Governmental Authority of the United States or of the jurisdiction of such currency or any jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are subject for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable to Loans in such currency are determined. Such reserve, liquid asset or similar percentages shall include those imposed pursuant to Regulation D of the Board of Governors, and if any Lender is required to comply therewith, the requirements of The Bank of England and/or the Prudential Regulation Authority (or any authority that replaces any of the functions thereof) or the requirements of the European Central Bank. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any other applicable Requirement of Law. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Submitted Amount” has the meaning assigned to such term in Section 2.11(a)(ii)(C)(1).

“Submitted Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(C)(1).

“Subordinated Indebtedness” means any Indebtedness for borrowed money that is contractually subordinated in right of payment to the Loan Document Obligations.

“Subordinated Material Indebtedness” means any third-party Subordinated Indebtedness of the Borrower or any other Group Member in an aggregate principal amount exceeding $350,000,000.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which Equity Interests representing more than 50.0% of the equity or more than 50.0% of the ordinary voting power or, in the case of a partnership, more than 50.0% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent or a subsidiary within the meaning of Section 17 of the German Stock Corporation Act (Aktiengesetz).

“Subsidiary” means any subsidiary of the Borrower.

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“Subsidiary Loan Party” means (a) each Restricted Subsidiary of the Borrower that is a party to the Guarantee Agreement and (b) any other Group Member (other than the Borrower) that may be designated by the Borrower (by way of delivering to the Collateral Agent a supplement to the applicable Security Documents and a supplement to the Guarantee Agreement, in each case, duly executed by such Subsidiary) in its sole discretion from time to time to be a guarantor in respect of the Secured Obligations, whereupon such Subsidiary shall be obligated to comply with the other applicable requirements of Section 5.11 as if it were newly acquired. Notwithstanding the foregoing, the Borrower may from time to time, upon notice to the Administrative Agent, elect to cause any Subsidiary that would otherwise be an Excluded Subsidiary to become a Subsidiary Loan Party (but shall have no obligation to do so), subject to the satisfaction of guarantee and collateral requirements consistent with the Collateral and Guarantee Requirement (giving effect, as applicable, to the Agreed Security Principles) or otherwise reasonably acceptable to the Borrower and the Administrative Agent and/or Collateral Agent (which shall include, in the case of a Foreign Subsidiary, guarantee and collateral requirements customary under local law, including customary local limitations).

“Successor Borrower” has the meaning assigned to such term in Section 6.03(a).

“Successor Holdings” has the meaning assigned to such term in the definition of “Holdings Reorganization”.

“Successor Rate” has the meaning assigned to such term in Section 2.14(b).

“Swap” means any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement; provided that, for the avoidance of doubt, no Convertible Indebtedness (nor any agreement or instrument with respect thereto) shall constitute a Swap Agreement.

“Swap Obligation” means, with respect to any Person, any obligation to pay or perform under any Swap.

“Swingline Commitment” means, with respect to the Swingline Lender, its commitment to make Swingline Loans in an aggregate principal amount of up to $90,000,000.

“Swingline Exposure” means, with respect to any RC Facility Lender at any time, such RC Facility Lender’s Applicable Percentage of the aggregate Swingline Loans outstanding at such time.

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“Swingline Lender” means (a) JPMorgan Chase Bank, N.A., in its capacity as a lender of Swingline Loans hereunder and (b) each Lender that shall have become a Swingline Lender hereunder as provided in Section 2.05(e) (other than any Person that shall have ceased to be a Swingline Lender as provided in Section 2.05(f)), each in its capacity as a lender of Swingline Loans hereunder.

“Swingline Loan” means a Loan made pursuant to Section 2.05.

“Target Business” means the “Business” (as defined in the Acquisition Agreement).

“Tax Restructuring” means any reorganizations and other activities related to tax planning and tax reorganization (as determined by the Borrower in good faith) entered into after the Closing Date so long as such Tax Restructuring does not materially impair the Guarantee or the security interests of the Lenders taken as a whole.

“Taxes” means any and all present or future taxes, levies, imposts, duties, value added taxes, deductions, charges, fees, assessments or withholdings (including backup withholdings) imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to Adjusted Term SOFR Rate (other than pursuant to the definition of “Alternate Base Rate”) or the Eurocurrency Rate.

“Term Benchmark Loan” or “Term Benchmark Borrowing” means a Loan or Borrowing that bears interest at a rate determined by reference to a Term Benchmark.

“Term Borrowing” means a Borrowing of Term Loans.

“Term Facility” means the term loan facilities represented by the Term Loans.

“Term Lenders” means the Persons listed on Schedule 2.01(a) and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption in respect of any Term Loans, an Incremental Facility Amendment in respect of any Term Loans or a Refinancing Amendment in respect of any Term Loans, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or as a result of a repayment of prepayment in full of such Person’s Term Loans.

“Term Loans” means the Initial Term Loans, the 2023 Term Loans, the Incremental Term Loans or any Other Term Loans, as applicable.

“Term Maturity Date” means (a) in the case of the Initial Term Loans, the seventh anniversary of the Closing Date, (b) in the case of the 2023 Term Loans, the seventh anniversary of the Amendment No. 3 Effective Date and (c) in the case of any Incremental Term Facility or any Other Term Loan, the date set forth in the applicable documentation in respect thereof.

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

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“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 consultation with the Borrower, in its reasonable discretion).

“Term SOFR Borrowing” or “Term SOFR Loan” mean an RC Facility Borrowing or RC Facility Loan or 2023 Term Loan Borrowing or 2023 Term Loan, as applicable, that bears interest at a rate determined by reference to the Adjusted Term SOFR Rate (other than pursuant to the definition of “Alternate Base Rate”). All Term SOFR Loans shall be denominated in Dollars.

“Term SOFR Determination Day” has the meaning assigned to it in the definition of Term SOFR Reference Rate.

“Term SOFR Notice” means a notification by the Administrative Agent to the Lenders of the affected Class and the Borrower of the occurrence of a Term SOFR Transition Event; provided that a Term SOFR Notice shall be delivered only with the written consent of the Borrower.

“Term SOFR Rate” means, with respect to any Term SOFR Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term SOFR Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum published by the Term SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such 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 Rate has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Term SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 1.18 that is not Term SOFR.

“Termination Date” means the date on which (a) all Commitments shall have expired or been terminated, (b) the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document (in each case, other than in respect of contingent indemnification and expense reimbursement claims not then due) shall have been paid in full and (c) all Letters of Credit (other than those that have been (x) Cash Collateralized or back-stopped by a letter of credit or otherwise in a manner reasonably satisfactory to the relevant Issuing Bank or (y) deemed reissued under another agreement in a manner reasonably satisfactory to the relevant Issuing Bank) shall have been cancelled, terminated or have expired (in each case without any pending drawing) and all amounts drawn or paid thereunder shall have been reimbursed in full.

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“Test Period” means, as any date of determination, (a) for purposes of determining actual compliance with Section 6.10, the period of four consecutive fiscal quarters of the Borrower then most recently ended and (b) for any other purpose, the most recently completed four consecutive fiscal quarters of the Borrower ending on or prior to such date for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) or, if earlier, are internally available; provided that prior to the first date financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b), the Test Period in effect shall be the period of four consecutive fiscal quarters of the Borrower ended December 31, 2018.

“Total Capitalization” has the meaning assigned to such term in the definition of “Equity Contribution”.

“Total Net Leverage Ratio” means, on any date, the ratio of (a) Consolidated Total Net Debt as of such date to (b) Consolidated EBITDA for the Test Period as of such date.

“Transaction Costs” means any fees, costs, accruals, expenses and other transaction costs incurred or paid by Holdings, the Borrower or any of its Subsidiaries in connection with the Transactions, this Agreement and the other Loan Documents, the ABL Loan Documents, the Notes Documents and the transactions contemplated hereby and thereby.

“Transactions” means, collectively, (a) (i) the funding of the Initial Term Loans on the Closing Date, (ii) the funding of any RC Facility Loan and the issuance of any Letters of Credit on the Closing Date for the purposes specified in Section 5.10 hereof, (iii) the funding of any ABL Loans on the Closing Date, (iv) the issuance of the Notes on the Closing Date and (v) the consummation of the other transactions contemplated by this Agreement to occur on the Closing Date, (b) the Acquisition and other related transactions contemplated by the Acquisition Agreement, (c) the Equity Contribution, (d) the consummation of any other transactions in connection with the foregoing and (e) the payment of the fees and expenses incurred in connection with any of the foregoing (including the Transaction Costs).

“Transformative Transaction” means any merger, acquisition, investment or consolidation in any such case by the Borrower or any other Group Member that either (a) is not permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction or (b) if permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction, would not provide the Borrower and the other Group Members 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.

“Treasury Equity Interests” has the meaning assigned to such term in Section 6.08(a)(iv).

“Trust Fund Account” means any deposit account or securities account, to the extent the funds on deposit therein (a) are used or are to be used for payroll and payroll taxes, healthcare and other employee benefit payments to or for the benefit of any employees, (b) are used or are to be used to pay Taxes required to be collected, remitted or withheld (including U.S. federal and state withholding Taxes (including the employer’s share thereof) and sales Taxes) or (c) are held as an escrow, defeasance or redemption account or as a fiduciary or trustee for the benefit of another Person.

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“Type” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to a given Term Benchmark, the Alternate Base Rate or the Adjusted Daily Simple SOFR Rate.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from 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 Resolution Authority” means the Bank of England or any other public administration authority having responsibility for the resolution of any UK Financial Institution.

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

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a U.S. jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“Unrestricted Cash Amount” means, on any date of determination, the aggregate amount of (a) unrestricted cash and Cash Equivalents owned by Holdings or any Group Member and (b) cash and Cash Equivalents owned by Holdings or any Group Member restricted in favor of any Secured Party (as defined in the ABL Credit Agreement) or any Secured Party (which may also include cash and Cash Equivalents securing other Indebtedness or obligations permitted hereunder that is secured by a Lien on the Collateral along with the Credit Facilities), in each case as determined in accordance with GAAP but without giving Pro Forma Effect to the receipt of the proceeds of any Indebtedness that is incurred on such date; provided that the Unrestricted Cash Amount shall also include, in the case of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting, the amount that would otherwise constitute the Unrestricted Cash Amount of such Person multiplied by the ownership percentage of the applicable Group Members therein (but solely to the extent a proportionate share of the net income (or loss) of such Person is included in the calculation of Consolidated Net Income and Consolidated EBITDA).

“Unrestricted Subsidiary” means each of the Subsidiaries set forth on Schedule 3.19 hereto and designated as an Unrestricted Subsidiary on such Schedule, and each other Subsidiary (other than the Borrower) designated by the Borrower or Holdings, as applicable, as an Unrestricted Subsidiary pursuant to Section 5.14 subsequent to the Closing Date; provided that no Subsidiary shall be an Unrestricted Subsidiary under the Loan Documents unless it is also an Unrestricted Subsidiary (as defined therein) under each of the ABL Loan Documents and the Notes Documents.

“Unsecured Notes” means $1,950,000,000 aggregate principal amount of 8.500% senior notes due 2027 issued pursuant to the Unsecured Notes Documents, and one or more debt facilities or other financing arrangements (including indentures) providing for loans, notes or other long-term indebtedness that replace or refinance such notes or other financing arrangement, including any such replacement or refinancing facility or indenture or other financing arrangement that increases or decreases the amount permitted to be

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borrowed or incurred thereunder or alters the maturity thereof and whether by the same or any other trustee, agent, lender or group of lenders and whether for the same or any other purpose, and any amendments, supplements, modifications, extensions, renewals, restatements, amendments and restatements or refundings thereof or any such indentures or facilities or other financing arrangement that replace or refinance such notes (or any subsequent replacement thereof), in each case to the extent permitted or not restricted by this Agreement.

“Unsecured Notes Documents” means the Unsecured Notes, the indenture with respect to the Unsecured Notes and all other documents in respect of the Unsecured Notes (in each case as may be replaced, refinanced, amended, amended and restated, modified, supplemented, substituted, extended, renewed or restated from time to time).

“Unused RC Facility Commitment” means, with respect to any RC Facility Lender at any time, the RC Facility Commitments of such RC Facility Lender less the RC Facility Exposure (disregarding, solely for purposes of Section 2.12(a), Swingline Exposure) of such RC Facility Lender, in each case at such time.

“US Collateral Agreement” means the First Lien Collateral Agreement, dated as of the Closing Date, among the Loan Parties and the Collateral Agent.

“US LIBOR Screen Rate” has the meaning assigned to such term in the definition of “Eurocurrency Rate”.

“US Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(e).

“USA Patriot Act” means the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 (signed into law March 9, 2009), as amended from time to time.

“U.S. GAAP” has the meaning assigned to such term in the definition of “GAAP”.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Vehicles” means all (i) railcars, cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of any state and all tires and other appurtenances to any of the foregoing and (ii) aircraft.

“Voting Stock” means, with respect to any Person, such Person’s Equity Interests having the right to vote for the election of directors of such Person under ordinary circumstances.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness; provided that the effect of any prepayment made in respect of such Indebtedness shall be disregarded in making such calculation.

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“wholly-owned subsidiary” means, with respect to any Person at any date, a subsidiary of such Person of which securities or other ownership interests representing 100% of the Equity Interests (other than (a) directors’ qualifying shares and (b) nominal shares issued to foreign nationals to the extent required by applicable Requirements of Law) are, as of such date, owned, controlled or held by such Person or one or more wholly-owned subsidiaries of such Person or by such Person and one or more wholly-owned subsidiaries of such Person.

“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 or the liability to any Canadian Multi-employer Pension Plan as the result of a withdrawal from such Canadian Multi-employer Pension Plan whether arising under the terms of the plan, any applicable participation agreement, any applicable collective bargaining agreement or any Requirement of Law.

“Withholding Agent” means any Loan Party, the Administrative Agent and, in the case of any U.S. federal withholding tax, any other withholding agent, if applicable.

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

SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (a) any definition of or reference to any agreement (including this Agreement and the other Loan Documents), instrument or other document herein (or in any other Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified or extended, replaced or refinanced (subject to any restrictions on such amendments, restatements, supplements, modifications, extensions, replacements or other refinancings set forth therein or herein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns (subject, for the avoidance of doubt, to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein or in any other Loan Document to Articles, Sections, Exhibits

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and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement or such other Loan Document, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (f) references to any matter being “permitted” under this Agreement or in any Loan Document shall include references to such matters not being prohibited or otherwise being approved under this Agreement or such Loan Document, (g) unless otherwise specified herein, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable), (h) unless the contrary intention appears, any reference to adverse Tax, regulatory or similar consequences shall be construed to mean such consequences to Holdings or its Subsidiaries or any Parent Entities, Affiliates or direct or indirect equity owners thereof, (i) “ordinary course of business” or “ordinary course” shall, with respect to any Person, be deemed to refer to items or actions that are consistent with industry practice or norms of such Person’s industry or such Person’s past practice (it being understood that the sale of accounts receivable (and related assets) pursuant to supply-chain, factoring or reverse factoring arrangements entered into by the Borrower and the other Group Members shall be deemed to be in the ordinary course of business so long as such accounts receivable (and related assets) are sold for cash in an amount not less than 95% of the face amount thereof), (j) any reference to any Requirement of Law in any Loan Document shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, superseding or interpreting such Requirement of Law and (k) in the computation of periods of time in any Loan Document from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” mean “to but excluding” and the word “through” means “to and including”.

SECTION 1.04 Accounting Terms; GAAP.

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein and without giving effect to (i) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification, International Accounting Standard or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (ii) the application of Accounting Standards Codification 480, 815, 805 and 718 (to the extent these pronouncements under Accounting Standards Codification 718 result in recording an equity award as a liability on the consolidated balance sheet of the Borrower and the other Group Members in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity).

(b) Notwithstanding anything to the contrary herein, but subject to Section 1.09, for purposes of determining compliance with any test contained in this Agreement and/or the amount of any required prepayment of Excess Cash Flow (but not the calculation of “Excess Cash Flow” (or any component thereof, including the calculation of “Consolidated Net Income” for purposes thereof)), the Total Net Leverage Ratio, the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Interest Coverage Ratio and any other financial ratio or test that are calculated with respect to any Test Period during which a Specified Transaction occurs shall be calculated on a Pro Forma Basis, irrespective of whether the applicable provision of this Agreement expressly requires such calculation on a Pro Forma Basis. Further, if since the beginning of any such Test Period and on or prior to the date of any required calculation of any financial ratio or test (x) any Specified Transaction has occurred or (y) any Person that subsequently became

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a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries or any Joint Venture since the beginning of such Test Period has consummated any Specified Transaction, then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Test Period as if such Specified Transaction had occurred at the beginning of the applicable Test Period (it being understood, for the avoidance of doubt, that solely for purposes of (x) calculating compliance with Section 6.10 as at the end of any fiscal period, if applicable and (y) calculating the First Lien Net Leverage Ratio for purposes of the definition of “Applicable Rate” and the determination of the Applicable Facility Fee, in each case, the date of the required calculation shall be the last day of the Test Period, and no Specified Transaction occurring thereafter shall be taken into account).

(c) Where reference is made to “Holdings and the Group Members on a ‘consolidated basis’” or similar language, such consolidation shall not include any Unrestricted Subsidiaries of Holdings.

(d) In the event that there is any change in U.S. GAAP or IFRS (as applicable) or in the application thereof or any adoption or modification of accounting policies (including (x) if the Borrower elects or is required to change the accounting method in which it will prepare its financial statements and (y) the impact of Accounting Standards Update 2016-12, Revenue from Contracts with Customers (Topic 606) or similar revenue recognition policies or any change in the methodology of calculating reserves for returns, rebates and other chargebacks) that results in a change in the method of calculation of financial covenants, standards or terms (collectively, the “Accounting Changes”) in this Agreement, the Borrower and the Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement (including the levels applicable herein to any computation of the Total Net Leverage Ratio, the First Lien Net Leverage Ratio, Interest Coverage Ratio, the Secured Net Leverage Ratio and any other financial ratio or test) so as to reflect equitably the Accounting Changes (without the payment of any amendment or similar fee to the Lenders), with the desired result that the criteria for evaluating Holdings’ financial condition shall be substantially the same after such change as if such change had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower and the Administrative Agent, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed in accordance with the previous accounting method (as determined in good faith by a Responsible Officer of the Borrower (it being agreed that, if relevant, the reconciliation between U.S. GAAP and IFRS (as applicable) used in such determination shall be made available to Lenders)) as if such change had not occurred. For the avoidance of doubt, solely making an election pursuant to this clause (d) for a change from U.S. GAAP to IFRS (or IFRS to U.S. GAAP) (without any other action) will not (1) be treated as an incurrence of Indebtedness or (2) have the effect of rendering invalid any Restricted Payment or Investment, the incurrence of any Indebtedness or Liens, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary made prior to the date of such election conditioned on Holdings and the Restricted Subsidiaries having been able to satisfy any Total Net Leverage Ratio, First Lien Net Leverage Ratio, Secured Net Leverage Ratio, Interest Coverage Ratio or any other financial ratio or test or action that was previously valid under this Agreement on the date made, incurred or taken and prior to such election, as the case may be.

(e) Notwithstanding anything to the contrary contained in paragraph (a) or (d) above or in the definition of “Capitalized Lease,” unless the Borrower elects otherwise, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions (including the definition of Indebtedness), calculations and deliverables under this Agreement or any other Loan Document (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU or otherwise (on a prospective or retroactive basis or otherwise) to be treated as or to be recharacterized as capital lease obligations or otherwise accounted for as liabilities in financial statements.

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SECTION 1.05 Effectuation of Transactions. All references herein to Holdings, the Borrower and the other Subsidiaries shall be deemed to be references to such Persons, and all the representations and warranties of each of Holdings, the Borrower and each other Loan Party contained in this Agreement and the other Loan Documents shall be deemed made, in each case, after giving effect to the Transactions to occur on the Closing Date, unless the context otherwise requires.

SECTION 1.06 Currency Translation; Rates. (a) On each Exchange Rate Determination Date, the Administrative Agent or applicable Issuing Bank shall (i) determine the Exchange Rate as of such Exchange Rate Determination Date and (ii) give notice thereof to (A) the Borrower and (B) each Lender and/or Issuing Bank that shall have requested such information. The Exchange Rates so determined shall become effective on the first Business Day immediately following the relevant Exchange Rate Determination Date (each, a “Reset Date”) and shall remain effective until the next succeeding Reset Date, and shall for all purposes of this Agreement (other than any provision expressly requiring the use of a current Exchange Rate) be the Exchange Rate employed in converting amounts between Dollars, on the one hand, and Alternative Currencies or Approved Foreign Currencies, on the other hand.

(b) Notwithstanding the foregoing, for purposes of any determination under Article V, Article VI, Article VII or Article VIII or any determination under any other provision of this Agreement subject to any Dollar limitation, threshold or basket, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at the Exchange Rate (rounded to the nearest currency unit, with 0.5 or more of a currency unit being rounded upward) at the applicable time determined in accordance with Section 1.09(a); provided, however, that for purposes of determining compliance with Article VI with respect to any amount in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness, Lien or Investment is incurred or Disposition, Restricted Payment or Restricted Debt Payment made or such transaction with an Affiliate is entered into; provided, further, that, for the avoidance of doubt, the foregoing provisions of this Section 1.06 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness, Lien or Investment may be incurred or Disposition, Restricted Payment or Restricted Debt Payment made or such transaction with an Affiliate may be entered into at any time under such Sections. For purposes of any determination of Consolidated Total Debt or Consolidated Total Net Debt, amounts in currencies other than Dollars shall be translated into Dollars at the currency exchange rates used in preparing the most recently delivered financial statements pursuant to Section 5.01(a) or Section 5.01(b) adjusted to reflect the currency translation effects, determined in accordance with GAAP, of any Swap Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Equivalent. Notwithstanding anything to the contrary herein, to the extent that the Borrower would not be in compliance with Section 6.10 if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the preceding basis, but would be in compliance with Section 6.10 if such Indebtedness that is denominated in a currency other than in Dollars were instead translated into Dollars on the basis of the average relevant currency exchange rates over such Test Period (adjusted to reflect the currency translation effects, determined in accordance with GAAP, of any Swap Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Equivalent), then, solely for purposes of compliance with Section 6.10, the First Lien Net Leverage Ratio as of the last day of such Test Period shall be calculated on the basis of such average relevant currency exchange rates. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the

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Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

(c) For purposes of determining compliance with Section 6.01 or Section 6.02, if any Indebtedness, Disqualified Equity Interest or Lien is incurred in reliance on a basket measured by reference to a percentage of Consolidated EBITDA, and any refinancing or replacement thereof would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the Consolidated EBITDA on the date of such refinancing or replacement, such percentage of Consolidated EBITDA will be deemed not to be exceeded so long as the principal amount of such refinancing or replacement Indebtedness or other obligation does not exceed an amount sufficient to repay the principal amount of such Indebtedness or other obligation being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest, penalties and premiums (including tender, prepayment or repayment premiums) thereon plus underwriting discounts and other customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payment) incurred in connection with such refinancing or replacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted to be incurred under Section 6.01.

SECTION 1.07 Timing of Payment of Performance. When payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period”) or performance shall extend to the immediately succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.

SECTION 1.08 Cashless Rollovers. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with Incremental Term Loans, Incremental RC Facility Commitment Increases, replacement Term Loans, Loans in connection with any replacement RC Facility, extended Term Loans, extended RC Facility Loans or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed to comply with any requirement hereunder or any other Loan Document that such payment be made “in Dollars”, “in immediately available funds”, “in cash” or any other similar requirement.

SECTION 1.09 Certain Calculations and Tests.

(a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, for purposes of (i) determining compliance with any provision in this Agreement or any Loan Document that requires the calculation of any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test), (ii) determining compliance with representations and warranties or the requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (iii) testing any cap measured as a percentage of Consolidated EBITDA or any other financial metric or by reference to the Available Amount, or any other availability of a “basket” or exception set forth in this Agreement, in each case, in connection with a Limited Condition Transaction, the date of determination, at the election of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), will be deemed to be (1) in the case of any acquisition or other Investment, Disposition, incurrence of Indebtedness or any transaction related to the foregoing, in each case not prohibited hereunder, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of

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the definitive acquisition agreements or other binding contracts or agreements, or the establishment of a commitment, as applicable, with respect to such acquisition, Investment, Disposition, Indebtedness or related transaction (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar laws or practices in other jurisdictions (a “Public Offer”)) or (y) the consummation of such acquisition, Investment, Disposition, incurrence of Indebtedness or related transaction, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment (the applicable date pursuant to clause (1), (2) or (3) above, as applicable, the “LCT Test Date”), and if, after such ratios and other provisions are measured on a Pro Forma Basis (disregarding for the purposes of such pro forma calculation any Borrowing under the RC Facility or any other revolving facility) after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) and, at the election of the Borrower, any other acquisition or similar Investment, Restricted Payment, Restricted Debt Payment or Disposition that has not been consummated but with respect to which the Borrower has elected to test any applicable condition prior to the date of consummation in accordance with this Section 1.09(a), as if they had occurred at the beginning of the most recently completed Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios, representation, warranty, absence of Default or Event of Default or “basket”, such ratio, representation, warranty, absence of Default or Event of Default or “basket” shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and (x) any of the ratios or “baskets” for which compliance was determined or tested as of the LCT Test Date are exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of fluctuations in any such ratio or “basket” (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant Limited Condition Transaction, such “baskets” or ratios and other provisions will be deemed not to have been exceeded (or, with respect to the Interest Coverage Ratio, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder (provided, for the avoidance of doubt, that the Borrower or any other Group Member may rely upon any improvement in any such ratio or “basket” availability) and (y) in connection with any subsequent calculation of any ratio or “basket” availability on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement or Public Offer for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or “basket” availability shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof (but without netting the cash proceeds thereof)) had been consummated. The provisions of this Section 1.09(a) shall, for the avoidance of doubt, apply in respect of the incurrence of any Incremental Facility. For the avoidance of doubt, the making of an LCT Election shall not require notice to the Administrative Agent or any other Person. For the further avoidance of doubt, in the absence of an LCT Election, unless specifically stated in this Agreement to be otherwise, all determinations of (x) compliance with any financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test, and/or any other financial ratio or test) and/or any cap expressed as a percentage of Consolidated EBITDA or any other financial metric, (y) the accuracy of any representation and warranties, or any

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requirement regarding the absence of a Default or Event of Default (or any type of Default or Event of Default) or (z) any availability test under any “baskets” shall, in each case, be made as of the applicable date of the consummation of the Specified Transaction or the time the applicable action is taken, change is made, transaction is consummated or event occurs, as the case may be, and no Default or Event of Default shall occur solely as a result of a change in any such financial ratio or test, cap, financial metric, or “basket” availability occurring after such time

(b) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Total Net Leverage Ratio test, any Secured Net Leverage Ratio test and/or any Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently (or as part of a series of related transactions) with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or test (including, without limitation, Section 6.10, any First Lien Net Leverage Ratio test, any Total Net Leverage Ratio test, any Secured Net Leverage Ratio test and/or any Interest Coverage Ratio test) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that (i) the Fixed Amounts (and any cash proceeds thereof and any concurrent borrowing under a revolving facility, including a Borrowing consisting of RC Facility Loans or any other revolving facility) shall be disregarded, and the incurrence of the Incurrence-Based Amount shall be calculated, first without giving effect to any Fixed Amount, but giving full pro forma effect to the use of proceeds of such Fixed Amount and (ii) the incurrence of the Fixed Amount shall be calculated thereafter.

(c) Notwithstanding anything to the contrary herein, for purposes of the covenants described in Article VI, if any transaction or action would be permitted pursuant to one or more provisions described therein, the Borrower may divide and classify such transaction or action within any covenant in any manner that complies with the covenants set forth therein, and may later divide and reclassify any such transaction or action so long as the transaction or action (as so divided and/or reclassified) would be permitted to be made in reliance on the applicable exception as of the date of such reclassification; provided that if any financial ratio or test governing any applicable Incurrence-Based Amount would be satisfied in any subsequent period following the utilization of any Fixed Amount, such reclassification shall be deemed to have automatically occurred if not elected by the Borrower.

SECTION 1.10 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up for five).

SECTION 1.11 Additional Currencies.

(a) The Borrower may from time to time request that RC Facility Loans be made and/or Letters of Credit be issued in a currency other than Dollars or Approved Foreign Currencies; provided that such currency is a lawful currency that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to (i) the making of RC Facility Loans, such request shall be subject to the approval of the Administrative Agent and all of the RC Facility Lenders and (ii) the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable Issuing Bank.

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(b) Any such request pursuant to clause (a) above shall be made to the Administrative Agent not later than 11:00 a.m., New York City time, ten Business Days prior to the date of the desired Borrowing or issuance of Letters of Credit (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, each applicable Issuing Bank, in its or their sole discretion). In the case of any such request pertaining to (i) RC Facility Loans, the Administrative Agent shall promptly notify each RC Facility Lender thereof and (ii) Letters of Credit, the Administrative Agent shall promptly notify each applicable Issuing Bank thereof. Each RC Facility Lender (in the case of any such request pertaining to RC Facility Loans) or the applicable Issuing Bank (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 5:00 p.m., New York City time, one Business Day after receipt of such request whether it consents, in its sole discretion, to the making of RC Facility Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c) Any failure by any RC Facility Lender or Issuing Bank, as the case may be, to respond to such request pursuant to clause (a) above within the time period specified in the preceding sentence of clause (b) above shall be deemed to be a refusal by such RC Facility Lender or such Issuing Bank, as the case may be, to permit RC Facility Loans to be made or Letters of Credit to be issued, as applicable, in such requested currency. If (i) the Administrative Agent and all of the RC Facility Lenders consent to making RC Facility Loans in such requested currency, the Administrative Agent shall so notify the Borrower in writing and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder solely for purposes of any Borrowings of RC Facility Loans and (ii) the Administrative Agent and each applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower in writing and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder solely for purposes of any Letter of Credit issuances by such Issuing Bank. In either case, the Borrower and (x) the Administrative Agent and the RC Facility Lenders (in the case of a request pertaining to RC Facility Loans) or (y) the Administrative Agent and each applicable Issuing Bank (in the case of a request pertaining to Letters of Credit) shall be permitted, but not required, to amend this Agreement and the other Loan Documents as necessary to accommodate such RC Facility Loans or Letters of Credit. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.11, the Administrative Agent shall promptly so notify the Borrower in writing.

SECTION 1.12 Certain Letter of Credit Determinations.

(a) For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.13 or Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

(b) Unless otherwise specified herein, the amount (or “face” amount) of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall, except for purposes of Section 2.12(b), be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

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SECTION 1.13 Release from Restrictions. Any party hereto authorizing any other Person or granting to any other Person a power of attorney releases such other Person from any restrictions of multiple representation or self-dealing under any applicable Requirements of Law, including but not limited to restrictions pursuant to §181 of the German Civil Code (Bürgerliches Gesetzbuch).

SECTION 1.14 Guarantees and Collateral. Notwithstanding any provision of any Loan Document to the contrary, for purposes of any determination relating to the ABL Priority Collateral as to which the Administrative Agent is granted discretion hereunder or under any other Loan Document, the Administrative Agent shall be deemed to have agreed and accepted any determination in respect thereof by the Administrative Agent or the Collateral Agent with respect to the ABL Facility, or any similar agent or trustee with respect to the ABL Facility (including in respect of any substitutions, replacements, extensions, renewals, restatements, or refinancings of the ABL Facility), as applicable.

SECTION 1.15 Additional Borrowers. The Borrower may cause any Group Member constituting a wholly-owned subsidiary formed under the laws of the United States, any state thereof or the District of Columbia, the laws of Canada or any province or territory thereof, the laws of the Federal Republic of Germany or the laws of any other jurisdiction reasonably acceptable to the Administrative Agent and each applicable RC Facility Lender (such approval not to be unreasonably withheld, delayed or conditioned, but which approval may include expanding the definition of “Sanctions Authority” with respect to the RC Facility to include primary sanctions authorities in the jurisdiction of organization of such additional Borrower) after the Closing Date by written election to the Administrative Agent to become an RC Facility Borrower hereunder; provided that such Group Member shall (i) execute a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent assuming all obligations of a Borrower hereunder, (ii) to the extent not previously satisfied with respect to it, take (or cause to be taken) all actions (if any) required to be taken with respect to such Group Member in order to satisfy the Collateral and Guarantee Requirement with respect to such Group Member, the assets of such Group Member and with respect to any Equity Interest in or Indebtedness of such Group Member owned by or on behalf of any Loan Party, (iii) deliver to the Administrative Agent such legal opinions, board resolutions and secretary’s certificates as shall be reasonably requested by the Administrative Agent in connection therewith, in each case substantially in the form delivered on the Closing Date with respect to the Loan Parties party to this Agreement on the Closing Date, (iv) provide all documentation and other information required by United States regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation Title III of the USA Patriot Act, that shall be reasonably requested by the Administrative Agent in writing at least 10 Business Days prior to the consummation of such joinder and (v) provide, if such Group Member qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any amendment to this Agreement or to any other Loan Document as may be necessary or appropriate in order to establish any additional Borrower pursuant to this Section 1.15 and such technical amendments, and other customary amendments with respect to provisions of this Agreement relating to taxes for borrowers in such jurisdiction, in each case as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection therewith.

SECTION 1.16 Quebec Matters.

(a) For purposes of any assets, liabilities or entities located in the Province of Quebec and for all other purposes pursuant to which the interpretation or construction of this Agreement 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

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“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 include “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.

(b) For the purposes of the grant of any security under the laws of the Province of Quebec which may now or in the future be required to be provided by any Loan Party, the Collateral Agent is hereby irrevocably authorized and appointed by each of the Lenders hereto to act as hypothecary representative (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future Secured Parties (in such capacity, the “Hypothecary Representative”) in order to hold any hypothec granted under the laws of the Province of Quebec and to exercise such rights and duties as are conferred upon the Hypothecary Representative under the relevant security document and applicable laws (with the power to delegate any such rights or duties). The execution prior to the date hereof by the Collateral Agent in its capacity as the Hypothecary Representative of any security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed. Any Person who becomes a Secured Party shall be deemed to have consented to and ratified the foregoing appointment of the Collateral Agent as the Hypothecary Representative on behalf of all Secured Parties, including such Person and any Affiliate of such Person designated above as a Secured Party. For greater certainty, the Collateral Agent, acting as the Hypothecary Representative, shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Collateral Agent in this Agreement, which shall apply mutatis mutandis. In the event of the resignation of the Collateral Agent (which shall include its resignation as the Hypothecary Representative) and appointment of a successor Collateral Agent, such successor Collateral Agent shall also act as the Hypothecary Representative, as contemplated above.

SECTION 1.17 Interest Rates; Benchmark Notification.

(a) The interest rate on Eurocurrency Loans may be determined by reference to the US LIBOR Screen Rate, which is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be

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deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Loans denominated in Dollars. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In certain circumstances, Section 1.18 of this Agreement provides a mechanism for determining an alternative rate of interest for Dollar denominated Loans. The Administrative Agent will notify the Borrower, pursuant to Section 1.18, in advance of any change to the reference rate upon which the interest rate on Eurocurrency Loans denominated in Dollars is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “US LIBOR Screen Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 1.18, will be similar to, or produce the same value or economic equivalence of, the US LIBOR Screen Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability (excluding, in each case, in the event of bad faith, gross negligence or willful misconduct on the part of the Administrative Agent (as determined by a court of competent jurisdiction in a final, non-appealable judgment)). The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any comparable or successor rate thereto, except as expressly provided herein.

(b) The interest rate on an RC Facility Loan and a 2023 Term Loan denominated in an Agreed Currency may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event with respect to RC Facility Loans and/or 2023 Term Loans, Section 1.18 provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced 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 1.18 Benchmark Replacement.

(a) Benchmark Replacement. Solely to the extent set forth in clause (g) below with respect to Term Loans denominated in Dollars and RC Facility Loans denominated in an Agreed Currency, notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition

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Event or, solely with respect to Initial Term Loans denominated in Dollars, an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (i) if a Benchmark Replacement is determined in accordance with clause (x)(a),(x)(b) or (y)(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 (solely with respect to the Term Loans denominated in Dollars, or the RC Facility, as the case may be) without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (ii) if a Benchmark Replacement is determined in accordance with clause (x)(c) or (y)(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 (solely with respect to the Term Loans denominated in Dollars, or the RC Facility, as the case may be) at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day after the date on which notice of such Benchmark Replacement is provided to the Term Lenders (in the case of the Term Loans denominated in Dollars) or the RC Facility Lenders (in the case of the RC Facility) without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from the Term Lenders comprising a Majority in Interest of the Term Lenders of each Class (in the case of the Term Loans denominated in Dollars) or a Majority in Interest of the RC Facility Lenders (in the case of the RC Facility).

(b) Term SOFR Transition Event. Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if, with respect to Term Loans denominated in Dollars, a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings (solely with respect to the Term Loans denominated in Dollars), without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (b) shall not be effective unless the Administrative Agent has delivered to the Lenders of the affected Class and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

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

(d) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of the affected Class of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent and/or the Borrower, as applicable, 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.

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(e) 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), (i) if the then-current Benchmark is a term rate (including the US LIBOR Screen Rate or Term SOFR) and either (A) 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 (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f) Benchmark Unavailability Period.

(x) With respect to the Initial Term Loans, upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Loans, as applicable, 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 Alternate Base Rate Loans. With respect to the Initial Term Loans, during any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate Base Rate.

(y) With respect to the RC Facility Loans and/or the 2023 Term Loans, upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for an affected Borrowing of, conversion to or continuation of (if applicable) Loans of the affected Type, as applicable, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the affected Loans may be treated, at the Borrower’s election, in the manner set forth in Section 2.14(a). With respect to the RC Facility Loans and/or the 2023 Term Loans, during any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate Base Rate.

(g) Notwithstanding anything to the contrary herein, this Section 1.18 shall apply only to Term Loans denominated in Dollars and RC Facility Loans and shall be construed to apply independently to such Classes, where applicable.

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ARTICLE II

THE CREDITS

SECTION 2.01 Commitments. Subject to the terms and conditions set forth herein, (i) (x) each Term Lender with an Initial Dollar Term Commitment severally agrees to make an Initial Dollar Term Loan to the Borrower denominated in Dollars on the Closing Date in a principal amount equal to its Initial Dollar Term Commitment as of such date and (y) each Term Lender with an Initial Euro Term Commitment severally agrees to make an Initial Euro Term Loan to the Borrower denominated in Euros on the Closing Date in a principal amount equal to its Initial Euro Term Commitment as of such date, (ii) each 2023 Replacement RC Facility Lender agrees to make 2023 Replacement RC Facility Loans to the Borrower denominated in Dollars, an Approved RC Foreign Currency or an Alternative Currency from time to time during the 2023 Replacement RC Facility Availability Period in an aggregate principal amount which will not result in such 2023 Replacement RC Facility Lender’s 2023 Replacement RC Facility Exposure exceeding such 2023 Replacement RC Facility Lender’s 2023 Replacement RC Facility Commitment, (iii) (x) each Amendment No. 1 Dollar Refinancing Xxxxxx agrees to make an Amendment No. 1 Dollar Term Loan to the Borrower denominated in Dollars on the Amendment No. 1 Effective Date in a principal amount equal to its Dollar Refinancing Lender Commitment (as defined in Amendment No. 1) as of the Amendment No. 1 Effective Date and (y) each Amendment No. 1 Dollar Rollover Lender agrees to exchange its Existing Dollar Term Loans (as defined in Amendment No. 1) outstanding immediately prior to the Amendment No. 1 Effective Date for Amendment No. 1 Dollar Term Loans denominated in Dollars on the Amendment No. 1 Effective Date in a principal amount equal to its Allocated Dollar Amount (as defined in Amendment No. 1), in each case as set forth in Amendment No. 1, (iv) (x) each Amendment No. 1 Euro Refinancing Xxxxxx agrees to make an Amendment No. 1 Euro Term Loan to the Borrower denominated in Euro on the Amendment No. 1 Effective Date in a principal amount equal to its Euro Refinancing Lender Commitment (as defined in Amendment No. 1) as of the Amendment No. 1 Effective Date and (y) each Amendment No. 1 Euro Rollover Xxxxxx agrees to exchange its Existing Euro Term Loans (as defined in Amendment No. 1) outstanding immediately prior to the Amendment No. 1 Effective Date for Amendment No. 1 Euro Term Loans denominated in Euros on the Amendment No. 1 Effective Date in a principal amount equal to its Allocated Euro Amount (as defined in Amendment No. 1), in each case as set forth in Amendment No. 1, (v) each 2023 Term Lender agrees to make a 2023 Term Loan to the Borrower denominated in Dollars on the Amendment No. 3 Effective Date in a principal amount equal to its 2023 Term Commitment as of the Amendment No. 3 Effective Date as set forth in Amendment No. 3 and (vi) (x) the Amendment No. 4 Refinancing Xxxxxx agrees to make an Amendment No. 4 Term Loan to the Borrower denominated in Dollars on the Amendment No. 4 Effective Date in a principal amount equal to its 2024 Refinancing Term Commitment (as defined in Amendment No. 4) as of the Amendment No. 4 Effective Date and (y) each Amendment No. 4 Rollover Xxxxxx agrees to exchange its 2023 Term Loans outstanding immediately prior to the Amendment No. 4 Effective Date for Amendment No. 4 Term Loans denominated in Dollars on the Amendment No. 4 Effective Date in a principal amount equal to its Allocated Amount (as defined in Amendment No. 4), in each case as set forth in Amendment No. 4. The Borrower may borrow, prepay and reborrow RC Facility Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

SECTION 2.02 Loans and Borrowings.

(a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class, Type and currency made by the Lenders ratably in accordance with their respective Commitments of the applicable Class. Each Swingline Loan shall be made in accordance with Section 2.05. 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, other than as expressly provided herein with respect to any reallocation as a result of the existence of a Defaulting Lender, no Lender shall be responsible for any other Lender’s failure to make Loans as required hereby.

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(b) Subject to Section 2.14, (i)(x) each Initial Term Borrowing denominated in Dollars shall initially be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith and (y) each RC Facility Borrowing and/or 2023 Term Borrowing denominated in Dollars shall initially be comprised entirely of ABR Loans or Term SOFR Loans, as the Borrower may request in accordance herewith; provided that each Swingline Loan shall be an ABR Loan and (ii) each RC Facility Borrowing denominated in an Alternative Currency or Approved RC Foreign Currency and each Term Borrowing denominated in Euros shall be comprised entirely of Eurocurrency Loans. For the avoidance of doubt, as of the Amendment No. 2 Effective Date, (x) new or continued RC Facility Loans may not bear interest at a rate determined by reference to clause (a) of the definition of Eurocurrency Rate, (y) Initial Term Loans may not bear interest by reference to the Adjusted Term SOFR Rate or Adjusted Daily Simple SOFR Rate and (z) RC Facility Loans and 2023 Term Loans may not bear interest at a rate determined by reference to the Adjusted Daily Simple SOFR Rate unless either a Benchmark Transition Event and its related Benchmark Replacement Date and the determination of the Adjusted Daily Simple SOFR Rate as the Benchmark Replacement for the Adjusted Term SOFR Rate, in accordance with clause (y)(a) of the definition of “Benchmark Replacement”, has occurred, or the Adjusted Term SOFR Rate is for any reason unavailable, temporarily or otherwise (in which case, notwithstanding anything to the contrary in this Agreement, the Borrower shall be entitled to request and convert Daily Simple SOFR Loans under the RC Facility and the 2023 Term Facility). Each Lender (including any Swingline Lender) at its option may make any Loan (including any Swingline Loan) by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (1) 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, (2) such Loan shall be deemed to have been made and held by such Lender, and the obligation of the Borrower to repay such Loan shall nevertheless be to such Lender for the account of such domestic or foreign branch or Affiliate of such Lender and (3) in exercising such option, such Lender shall use reasonable efforts to minimize increased costs to the Borrower resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply); provided, further, that no such domestic or foreign branch or Affiliate of such Lender shall be entitled to any greater indemnification under Section 2.17 with respect to such Loan than that to which the applicable Lender was entitled on the date on which such Loan was made (except in connection with any indemnification entitlement arising as a result of any Change in Law after the date on which such Loan was made).

(c) At the commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount (as applicable) that is an integral multiple of $500,000 or €400,000 and integral multiples of $100,000 or €100,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that, in each case, a Term Benchmark Borrowing that results from a continuation of an outstanding Term Benchmark Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $100,000 (unless such Borrowing is in an amount equal to the remaining applicable Commitment); provided that an ABR Borrowing that results from the refinancing of any LC Disbursement may be in an aggregate amount that is equal to such LC Disbursement. Borrowings of more than one Type, Class and currency may be outstanding at the same time; provided that there shall not at any time be more than a total of twenty-five (25) (or such greater number as the Administrative Agent may agree from time to time) Eurocurrency Borrowings outstanding.

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SECTION 2.03 Requests for Borrowings. To request a Borrowing of Loans, other than Swingline Loans (which shall be made in accordance with Section 2.05), the Borrower shall notify the Administrative Agent of such request by delivery (by hand delivery, facsimile or other electronic transmission) of a written Borrowing Request (or telephonic notice promptly confirmed thereafter by delivery of a written Borrowing Request) signed by the Borrower to the Administrative Agent (a) in the case of a Eurocurrency Borrowing or Term SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing (or one Business Day before the date of the proposed Borrowing, in the case of any Eurocurrency Borrowing to be made on the Closing Date (or, in the case of Eurocurrency Borrowings denominated in Euros, two Business Days before the date of the proposed Closing Date Borrowing, in the case of any RC Facility Borrowing, or prior to 10:00 a.m. New York City time one Business Day before the proposed Closing Date Borrowing, in the case of the Initial Term Loans funded on the Closing Date)), (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing (or, in the case of (a) and (b), such later time as the Administrative Agent may agree in its sole discretion) or (c) in the case of a Daily Simple SOFR Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time, five U.S. Government Securities Business Days before the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable upon delivery (provided that any Borrowing Request (x) in connection with a Borrowing to be made on the Closing Date may be conditioned on the closing of the Acquisition, (y) to be made in connection with any acquisition, Investment or repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or repayment, redemption or refinancing of such Indebtedness and (z) in respect of any Refinancing Amendment or Incremental Facility Amendment may be delivered in accordance with the terms thereof) and shall specify the following information (other than, in the case of clause (viii) below, the Borrowing Request pertaining to Borrowings on the Closing Date):

(i) the Class of such Borrowing;

(ii) the aggregate amount of such Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) whether such Borrowing is to be an ABR Borrowing, a Term Benchmark Borrowing or a Daily Simple SOFR Borrowing;

(v) in the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of “Interest Period”;

(vi) the currency of such Borrowing;

(vii) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06; and

(viii) that, as of the date of such Borrowing, the conditions set forth in Section 4.02(a) and Section 4.02(b) are satisfied to the extent applicable to such Borrowing (giving effect to Section 1.09 and the other provisions of this Agreement).

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If no election as to the Type of Borrowing is specified as to any Borrowing, then the requested Borrowing shall be a Term Benchmark Borrowing with an Interest Period of one month’s duration. If no currency is specified as to any Borrowing, then the requested Borrowing shall be made in Dollars. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the amount of such Xxxxxx’s Loan to be made as part of the requested Borrowing.

SECTION 2.04 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein (including Section 2.22), each Issuing Bank agrees, in reliance upon the agreement of the Borrower and the RC Facility Lenders set forth in this Section 2.04 and elsewhere in this Agreement and the other Loan Documents, to issue Letters of Credit denominated in Dollars, Approved Letter of Credit Foreign Currencies or such Alternative Currencies to which the relevant Issuing Bank may agree in accordance with Section 1.11 for the account of the Borrower (or for the account of any Group Member so long as the Borrower and such Group Member are co-applicants in respect of such Letter of Credit), in a form reasonably acceptable to the applicable Issuing Bank, which shall reflect the standard operating procedures of such Issuing Bank, at any time and from time to time during the 2023 Replacement RC Facility Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit), the Borrower shall notify the Administrative Agent of such request by delivery (by hand delivery, facsimile or other electronic transmission) of a written Letter of Credit Request (or telephonic notice promptly confirmed thereafter by delivery of a written Letter of Credit Request) to the applicable Issuing Bank and the Administrative Agent at least three Business Days before the requested date of issuance, amendment or extension (or such shorter period as the applicable Issuing Bank and the Administrative Agent may agree), (i) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended and (ii) specifying (1) the date of issuance, amendment or extension (which shall be a Business Day), (2) the date on which such Letter of Credit is to expire (which shall comply with clause (d) of this Section 2.04), (3) the amount and currency of such Letter of Credit, (4) the name and address of the beneficiary thereof and (5) such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the available amount thereof) or extended only if (and upon issuance, amendment (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the available amount thereof) or extension of any Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the available amount thereof) or extension, (A) the aggregate RC Facility Exposures shall not exceed the aggregate RC Facility Commitments, (B) the aggregate RC Facility Exposure of any Issuing Bank shall not exceed such Issuing Bank’s RC Facility Commitment, (C) the aggregate LC Exposure shall not exceed the LC Sublimit and (D) the aggregate Dollar Equivalent of the face amount of Letters of Credit issued by any Issuing Bank shall not exceed such Issuing Bank’s pro rata

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share (based upon its RC Facility Commitments) of the LC Sublimit (unless otherwise agreed by such Issuing Bank and including as set forth on Schedule 2.01(b)). No Issuing Bank shall be under any obligation to issue any Letter of Credit if (1) any order, judgment or decree of any Governmental Authority or arbitrator shall enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any law applicable to such Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit the issuance of letters of credit generally or the Letter of Credit in particular, (2) any RC Facility Lender is at that time a Defaulting Lender, if after giving effect to Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to such Issuing Bank with the Borrower or such Lender to eliminate such Issuing Bank’s Defaulting Lender Fronting Exposure arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other LC Exposure as to which such Issuing Bank has Defaulting Lender Fronting Exposure, (3) subject to Section 2.04(i), below, if such Letter of Credit is not a standby letter of credit, unless such Issuing Bank has consented to the issuance thereof by it or (4) the issuance of such Letter of Credit would violate the policies of such Issuing Bank applicable to letters of credit in general.

(c) Notice. Each Issuing Bank agrees that in the event of any issuance, amendment (other than an amendment in respect of a then outstanding Letter of Credit that does not increase the available amount thereof) or extension of a Letter of Credit, it shall provide to the Administrative Agent written notice thereof as required under clause (m) of this Section 2.04.

(d) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the date specified therein; provided that no Issuing Bank shall be required to issue, amend, extend or renew any Letter of Credit if the expiration date of such Letter of Credit extends beyond the date that is five Business Days prior to any Latest Maturity Date applicable to the RC Facility Commitments of any Class unless (i) the aggregate amount of the LC Exposure attributable to Letters of Credit expiring after any earlier arising Latest Maturity Date does not exceed the aggregate amount of the RC Facility Commitments then in effect that are scheduled to remain in effect until any applicable later arising Latest Maturity Date, (ii) all RC Facility Lenders and such Issuing Bank have consented to such later maturity or (iii) the Borrower shall have caused such Letter of Credit to be (x) backstopped by a “back to back” letter of credit reasonably satisfactory to such Issuing Bank or (y) Cash Collateralized in accordance with Section 2.04(j), in each case, on or before the latest arising applicable Latest Maturity Date. No Issuing Bank shall be required to issue, amend, extend or renew any Letter of Credit if the expiration date of such Letter of Credit extends beyond one year after the date of such issuance, amendment, extension or renewal unless such Issuing Bank otherwise agrees; provided that any Letter of Credit may provide for the automatic extension thereof for any number of additional periods each of up to one or two years in duration (pursuant to arrangements reasonably satisfactory to the relevant Issuing Bank).

(e) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the available amount thereof) and without any further action on the part of the Issuing Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each RC Facility Lender, and each RC Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such RC Facility Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each RC Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such RC Facility Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by or on behalf of the Borrower on the date due as provided in clause (f) of this Section 2.04 in the currency of such LC Disbursement, or of any reimbursement payment required to be refunded to the Borrower for any reason; provided that if such LC Disbursement is denominated in an

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Approved Letter of Credit Foreign Currency or an Alternative Currency (other than Euros), each RC Facility Lender’s Applicable Percentage of such LC Disbursement shall be paid in Dollars in the amount of the Dollar Equivalent thereof. Each RC Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default, any reduction or termination of the RC Facility Commitments or the occurrence of the Termination Date, and that each such payment required to be made by it under the preceding sentence shall be made without any offset, abatement, withholding or reduction whatsoever.

(f) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement in the currency thereof not later than 4:00 p.m., New York City time, two Business Days after the Borrower receives written notice of such LC Disbursement; provided that the Borrower may, subject to the conditions set forth in Section 4.02, request that such payment be financed with an RC Facility Borrowing or Swingline Loan in Dollars (or in Euros, as applicable, for Euro-denominated Letters of Credit) in an amount equal to the Dollar Equivalent (unless in Euros and to be reimbursed as such) of such payment and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting RC Facility Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each RC Facility Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such RC Facility Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each RC Facility Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the applicable currency and in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the RC Facility Lenders pursuant to this clause (f)), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the RC Facility Lenders; provided that if such LC Disbursement is denominated in an Approved Letter of Credit Foreign Currency or an Alternative Currency (other than Euros), such payment shall be made in Dollars in the Dollar Equivalent thereof). Promptly following receipt by the Administrative Agent of any payment from or on behalf of the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that RC Facility Lenders have made payments pursuant to this clause (f) to reimburse such Issuing Bank, then to such RC Facility Lenders and such Issuing Bank as their interests may appear. Any payment made by a RC Facility Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of an ABR Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(g) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in clause (f) of this Section 2.04 is absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.04, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders, the Issuing Banks or

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any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct (but not consequential) damages suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of any Issuing Bank (as determined by a court of competent jurisdiction in a final, nonappealable judgment), such Issuing Bank shall be deemed to have exercised care in each such determination.

(h) Disbursement Procedures. Each Issuing Bank shall, within the period stipulated by the terms and conditions of such Letter of Credit, following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. After such examination, each Issuing Bank shall promptly notify the Administrative Agent and the Borrower in writing of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the RC Facility Lenders with respect to any such LC Disbursement in accordance with clause (f) of this Section 2.04.

(i) Commercial Letters of Credit; Bankers’ Acceptances; Bank Guarantees. No Issuing Bank (or any Affiliate or branch thereof) shall be required to issue any Letter of Credit other than a standby letter of credit, without such Issuing Bank’s consent; provided that in the event that any Issuing Bank does not consent to issue bank guarantees, bankers’ acceptances and/or trade letters of credit, such Issuing Bank will, at the Borrower’s request and expense and subject to the other limitations set forth in this Section 2.04, use commercially reasonable efforts to enter into backstop arrangements with one or more other banks reasonably satisfactory to the Borrower whereby such non-consenting Issuing Bank shall issue a standby Letter of Credit, on the terms and conditions set forth herein, to backstop the applicable bank guarantee, bankers’ acceptance and/or trade letter of credit (as applicable) issued by such other bank or banks, as applicable.

(j) Cash Collateralization. Effective immediately, without demand or other notice of any kind, if any Specified Event of Default shall occur and be continuing and the RC Facility Loans have been declared due and payable in accordance with the terms hereof, then on the Business Day on which the Borrower receives notice from the Administrative Agent, the applicable Issuing Bank or the Required Lenders (or, if the maturity of the Loans has been accelerated, a Majority in Interest of RC Facility Lenders) demanding the deposit of Cash Collateral pursuant to this paragraph, the Borrower shall deposit in an interest-bearing account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the RC Facility Lenders and applicable Issuing Banks, Cash Collateral with respect to the LC Exposure, as of such date plus any accrued and unpaid interest thereon. The Borrower also shall deposit Cash Collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrower in respect of the RC Facility. At any time that there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains outstanding (after giving effect to Section 2.22(a)(iv)), then promptly upon the request of the Administrative Agent or the applicable Issuing Bank, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to

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cover such Defaulting Lender Fronting Exposure (after giving effect to any Cash Collateral provided by the Defaulting Lender). The Administrative Agent (for the benefit of the RC Facility Lenders and the Issuing Banks) shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on such investments shall accumulate in such account. Notwithstanding anything to the contrary contained in this Agreement, moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed by the Borrower when such reimbursement by the Borrower is required hereunder and, to the extent not so applied, the balance shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of a Majority in Interest of RC Facility Lenders), such balance shall be applied to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender, such amount (together with all interest or other earnings with respect thereto, to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived or after the termination of Defaulting Lender status, as applicable. If the Borrower is required to provide an amount of Cash Collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Specified Event of Default shall have occurred and be continuing.

(k) Designation of Additional Issuing Banks. The Borrower may, at any time and from time to time, designate as additional Issuing Banks one or more RC Facility Lenders that agree to serve in such capacity as provided below. The acceptance by a RC Facility Lender of an appointment as an Issuing Bank hereunder shall be evidenced by a written agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated RC Facility Lender and, from and after the effective date of such agreement, (i) such RC Facility Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and (ii) references herein to the term “Issuing Bank” shall be deemed to include such RC Facility Lender in its capacity as an issuer of Letters of Credit hereunder.

(l) Termination of an Issuing Bank. The Borrower may terminate the appointment of any Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such Issuing Bank (or telephonic notice promptly confirmed thereafter by delivery of a written notice), with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Issuing Bank’s acknowledging receipt of such notice and (ii) the third Business Day following the date of the delivery thereof. At the time any such termination shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the terminated Issuing Bank pursuant to Section 2.12(b). Notwithstanding the effectiveness of any such termination, the terminated Issuing Bank shall remain a party hereto and shall continue to have all the rights of an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such termination, but shall not issue any additional Letters of Credit.

(m) Issuing Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in addition to its notification obligations set forth elsewhere in this Section 2.04, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions and amendments, all expirations and cancellations and all disbursements and reimbursements, (ii) within three Business Days following the time that such Issuing Bank issues, amends or extends any Letter of Credit, the date of such issuance, amendment or

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extension, and the currency and available amount of the Letters of Credit issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date, currency and amount of such LC Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and amount of such LC Disbursement and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.

(n) Technical Amendments. The Borrower, any additional Issuing Bank and the Administrative Agent may, without the consent of any other Lenders or Issuing Banks, effect such amendments to this Agreement and the other Loan Documents as may be necessary to effect the provisions of clause (k) and (l) above with respect to the designation or termination of an Issuing Bank.

SECTION 2.05 Swingline Loans.

(a) Swingline Commitment. Subject to the terms and conditions set forth herein (including Section 2.22), each Swingline Lender agrees, in reliance upon the agreement of the Borrower and the applicable Lenders set forth in this Section 2.05 and elsewhere in this Agreement and the other Loan Documents, to make Swingline Loans to the Borrower from time to time during the 2023 Replacement RC Facility Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment or (ii) the aggregate RC Facility Exposures exceeding the aggregate RC Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Loan. The Borrower may borrow, prepay and reborrow Swingline Loans.

(b) Swingline Loans. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by delivery (by hand delivery, facsimile or other electronic transmission) of a written Borrowing Request (or telephonic notice promptly confirmed thereafter by delivery of a written Borrowing Request), not later than 2:00 p.m., New York City time, on the day of the proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or such other deposit account that has been agreed by the Swingline Lender and the Borrower) (or, in the case of a Swingline Loan made to finance the reimbursement of a LC Disbursement as provided in Section 2.04(f), by remittance to the Issuing Bank) by 4:00 p.m., New York City time, on the requested date of any Swingline Loan.

(c) Prepayment. The Borrower shall have the right at any time and from time to time to repay, without premium or penalty, any Swingline Loan, in whole or in part, by delivery (by hand delivery, facsimile or other electronic transmission) of such intent to repay (or telephonic notice promptly confirmed thereafter by delivery of a written notice), by the Borrower to the Swingline Lender and to the Administrative Agent before 4:00 p.m., New York City time, on the date of repayment. All principal payments of Swingline Loans shall be accompanied by accrued interest on the principal amount being repaid to the date of payment.

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(d) Participations. The Swingline Lender may by written notice given to the Administrative Agent not later than 2:00 p.m., New York City time, on any Business Day require the RC Facility Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which RC Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable RC Facility Lender, specifying in such notice such RC Facility Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each RC Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such RC Facility Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each RC Facility Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this clause (d) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default, Event of Default or reduction or termination of the RC Facility Commitments or the occurrence of the Termination Date, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each RC Facility Lender shall comply with its obligation under this clause (d) by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the RC Facility Lenders pursuant to this clause (d)), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the RC Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this clause (d), and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to such Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the applicable RC Facility Lenders that shall have made their payments pursuant to this clause (d) and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this clause (d) shall not relieve the Borrower of any default in the payment thereof.

(e) Designation of Additional Swingline Lenders. The Borrower may, at any time and from time to time, designate as an additional Swingline Lender one or more RC Facility Lenders that agree to serve in such capacity as provided below. The acceptance by an RC Facility Lender of an appointment as a Swingline Lender hereunder shall be evidenced by a written agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated RC Facility Lender and, from and after the effective date of such agreement, (i) such RC Facility Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such RC Facility Lender in its capacity as a Swingline Lender hereunder and references to “Swingline Loans” and the “Swingline Commitment” shall be construed as references to the Swingline Loans and Swingline Commitment of the applicable Swingline Lender or all Swingline Lenders as the context may require.

(f) Termination of a Swingline Lender. The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender (or telephonic notice promptly confirmed thereafter by delivery of a written notice), with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the third Business Day following the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline Loans made by such Swingline Lender shall have been paid in full.

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(g) Technical Amendments. The Borrower, any additional Swingline Lender and the Administrative Agent may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary to effect the provisions of clause (e) and (f) above.

SECTION 2.06 Funding of Borrowings.

(a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the Applicable Account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower on the same Business Day by promptly crediting the amounts so received, in like funds, to an account or accounts of the Borrower (or the Borrower’s designee) designated by the Borrower in the applicable Borrowing Request or as otherwise directed by the Borrower; provided that RC Facility Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f) shall be remitted by the Administrative Agent to the applicable Issuing Bank or, to the extent that RC Facility Lenders have made payments pursuant to Section 2.04(f) to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Xxxxxx’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with clause (a) of this Section 2.06 and may, in reliance on such assumption and in its sole discretion, 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 Xxxxxx agrees to pay to the Administrative Agent an amount equal to such share on demand of the Administrative Agent. If such Lender does not pay such corresponding amount forthwith upon demand of the Administrative Agent therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower agrees to pay such corresponding amount to the Administrative Agent forthwith on demand. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower (without duplication) interest on such corresponding amount, 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 Federal Funds Effective 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 such Borrowing in accordance with Section 2.13. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing and the Administrative Agent shall return to the Borrower any amount (including interest) paid by the Borrower to the Administrative Agent pursuant to this clause (b). Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(c) Obligations of the Lenders hereunder to make Term Loans and RC Facility Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 9.03(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and, other than as expressly provided herein with respect to any reallocation of commitments as a result of the existence of a Defaulting Lender, no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.03(c).

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SECTION 2.07 Interest Elections.

(a) Each Term Borrowing and RC Facility Borrowing initially shall be of the Type specified in the applicable Borrowing Request or designated by Section 2.03 and, in the case of a Term Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or designated by Section 2.03. Thereafter, the Borrower may elect to convert any such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term Benchmark 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 shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section 2.07(a) shall not apply to Swingline Loans, which may not be converted or continued.

(b) To make an election pursuant to this Section 2.07, the Borrower shall notify the Administrative Agent of such election by delivery (by hand delivery, facsimile or other electronic transmission) to the Administrative Agent of a written Interest Election Request (or telephonic notice promptly confirmed thereafter by delivery of a written Interest Election Request) signed by the Borrower by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable upon delivery.

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing, a Daily Simple SOFR Borrowing or a Eurocurrency Borrowing; and

(iv) if the resulting Borrowing is to be a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

If any such Interest Election Request requests a Term Benchmark Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request in accordance with this Section 2.07, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of such Xxxxxx’s portion of each resulting Borrowing.

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(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark 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, or continued as, as applicable, a Term Benchmark Borrowing of the same Type with an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, no outstanding Loan denominated in Dollars may be continued as or converted to a Term Benchmark Loan.

SECTION 2.08 Termination and Reduction of Commitments.

(a) Unless previously terminated, (i) the Initial Term Commitments in effect on the Closing Date shall terminate upon the making of the Initial Term Loans on the Closing Date, (ii) (x) the Initial RC Facility Commitments shall terminate on the Amendment No. 2 Effective Date and (y) the 2023 Replacement RC Facility Commitments shall terminate on the 2023 Replacement RC Facility Maturity Date, (iii) the Initial Dollar Term Commitments in respect of the Amendment No. 1 Dollar Term Loans in effect on the Amendment No. 1 Effective Date shall terminate upon the making of the Amendment No. 1 Dollar Term Loans on the Amendment No. 1 Effective Date, (iv) the Initial Euro Term Commitments in respect of the Amendment No. 1 Euro Term Loans in effect on the Amendment No. 1 Effective Date shall terminate upon the making of the Amendment No. 1 Euro Term Loans on the Amendment No. 1 Effective Date, (v) the 2023 Term Commitments in respect of the 2023 Term Loans in effect on the Amendment No. 3 Effective Date shall terminate upon the making of the 2023 Term Loans on the Amendment No. 3 Effective Date and (vi) the 2023 Term Commitments in respect of the Amendment No. 4 Term Loans in effect on the Amendment No. 4 Effective Date shall terminate upon the making of the Amendment No. 4 Term Loans on the Amendment No. 4 Effective Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in a principal amount (as applicable) that is an integral multiple of $500,000 or €400,000 and not less than a principal amount of $500,000 or €400,000 (or in any other amount that the Administrative Agent agrees in its discretion), (ii) the Borrower shall not terminate or reduce the RC Facility Commitments if, after giving effect to any concurrent prepayment of the RC Facility Loans in accordance with Section 2.11, the aggregate RC Facility Exposure would exceed the aggregate RC Facility Commitments and (iii) if, after giving effect to any reduction of RC Facility Commitments, the LC Sublimit exceeds the amount of aggregate RC Facility Commitments, then the LC Sublimit shall be automatically reduced by the amount of such excess.

(c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under clause (b) of this Section 2.08 (as selected by the Borrower) at least one Business Day prior to the effective date thereof, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of any Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of any other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination or reduction) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

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SECTION 2.09 Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender, the then unpaid principal amount of (x) each Initial RC Facility Loan of such Lender on the Initial RC Facility Maturity Date and (y) each 2023 Replacement RC Facility Loan of such Lender on the 2023 Replacement RC Facility Maturity Date, (ii) to the Swingline Lender the then unpaid principal amount of any Swingline Loan on the earlier of (x) the date that is ten Business Days after such Swingline Loan is made and (y) the 2023 Replacement RC Facility Maturity Date and (iii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10.

(b) Each Lender shall 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.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Xxxxxx’s share thereof.

(d) The entries made in the accounts maintained pursuant to clause (b) or (c) of this Section 2.09 shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to pay any amounts due hereunder in accordance with the terms of this Agreement. In the event of any inconsistency between the entries made pursuant to clauses (b) and (c) of this Section 2.09, the accounts maintained by the Administrative Agent pursuant to clause (c) of this Section 2.09 shall control.

(e) Any Lender may request through the Administrative Agent that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note, substantially in the form of Exhibit N, payable to such Lender or its registered assigns and in a form provided by the Administrative Agent and approved by the Borrower.

SECTION 2.10 Amortization of Term Loans.

(a) Subject to adjustment in accordance herewith, the Borrower shall repay to the Administrative Agent for the account of each applicable Lender the outstanding principal amount of (x) the Initial Dollar Term Loans on the last Business Day of each fiscal quarter of the Borrower prior to the maturity date for Initial Dollar Term Loans (commencing with the fiscal quarter ending March 31, 2021) in a principal amount equal to 0.25% of the original principal amount thereof immediately after the Borrowing of the Amendment No. 1 Dollar Term Loans on the Amendment No. 1 Effective Date (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 and purchases or assignments in accordance with Section 2.11(a) and/or Section 9.04(g) or increased as a result of any increase in the amount of such Initial Dollar Term Loans pursuant to Section 2.20), (y) solely prior to the Amendment No. 4 Effective Date, the 2023 Term Loans on the last Business Day of each fiscal quarter of the Borrower prior to the maturity date for 2023 Term Loans (commencing with the fiscal quarter ending December 31, 2023) in a principal amount equal to 0.25% of the original

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principal amount thereof immediately after the Borrowing of the 2023 Term Loans on the Amendment No. 3 Effective Date (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 and purchases or assignments in accordance with Section 2.11(a) and/or Section 9.04(g) or increased as a result of any increase in the amount of such 2023 Term Loans pursuant to Section 2.20) and (z) on and after the Amendment No. 4 Effective Date, the Amendment No. 4 Term Loans on the last Business Day of each fiscal quarter of the Borrower prior to the maturity date for the Amendment No. 4 Term Loans (commencing with the fiscal quarter ending September 30, 2024) in a principal amount equal to 0.25% of the original principal amount thereof immediately after the Borrowing of the Amendment No. 4 Term Loans on the Amendment No. 4 Effective Date (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 and purchases or assignments in accordance with Section 2.11(a) and/or Section 9.04(g) or increased as a result of any increase in the amount of such Amendment No. 4 Term Loans pursuant to Section 2.20). The Borrower shall repay Term Loans affected by any Loan Modification Offer, Incremental Term Loans and Other Term Loans in each case of any Class in such scheduled amortization installments and on such date or dates as shall be specified therefor in the applicable Loan Modification Agreement, Incremental Facility Amendment or Refinancing Amendment (as such payments may be reduced from time to time as a result of the application of prepayments in accordance with Section 2.11 and purchases or assignments in accordance with Section 9.04(g) or increased as a result of any increase in the amount of such Term Loans pursuant to Section 2.20).

(b) To the extent not previously paid, all Term Loans shall be due and payable on the applicable Term Maturity Date.

(c) Any prepayment of a Term Loan of any Class (i) pursuant to Section 2.11(a)(i) shall be applied to reduce the subsequent scheduled and outstanding repayments of the Term Borrowings of such Class to be made pursuant to this Section 2.10 as directed by the Borrower (and absent such direction in direct order of maturity) and (ii) pursuant to Section 2.11(a)(ii) or Section 2.11(c) shall be applied to reduce the subsequent scheduled and outstanding repayments of the Term Loans of such Class to be made pursuant to this Section 2.10, or, except as otherwise provided in any Refinancing Amendment or Loan Modification Offer, pursuant to the corresponding section of such Refinancing Amendment or Loan Modification Offer, as applicable, as directed by the Borrower (and absent such direction in direct order of maturity).

SECTION 2.11 Prepayment of Loans.

(a) (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty; provided that in the event that (A) (1) on or prior to the six month anniversary of the Amendment No. 1 Effective Date, the Borrower makes any voluntary prepayment of the Initial Dollar Term Loans or (2) on or prior to the six month anniversary of the Amendment No. 1 Effective Date, the Borrower makes any voluntary prepayment of the Initial Euro Term Loans (in each case, with any replacement of a Non-Accepting Lender pursuant to Section 2.24 or any mandatory prepayments described in Section 2.11(c)(ii) on account of incurrence of Indebtedness (in the case of a Prepayment Event described in clause (b) of the definition of “Prepayment Event”) being deemed, for this purpose, to constitute a voluntary prepayment) in connection with any Repricing Transaction the primary purpose of which (as determined by the Borrower in good faith) is to decrease the Effective Yield on such Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, (B) (1) on or prior to the six month anniversary of the Amendment No. 1 Effective Date, the Borrower effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which (as determined by the Borrower in good faith) is to decrease the Effective Yield on the Initial Dollar Term Loans or (2) on or prior to the six month anniversary of the Amendment No. 1 Effective Date, the Borrower

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effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which (as determined by the Borrower in good faith) is to decrease the Effective Yield on the Initial Euro Term Loans, (C) on or prior to the six month anniversary of the Amendment No. 3 Effective Date, the Borrower makes any voluntary prepayment of the 2023 Term Loans (with any replacement of a Non-Accepting Lender pursuant to Section 2.24 or any mandatory prepayments described in Section 2.11(c)(ii) on account of incurrence of Indebtedness (in the case of a Prepayment Event described in clause (b) of the definition of “Prepayment Event”) being deemed, for this purpose, to constitute a voluntary prepayment) in connection with any Repricing Transaction the primary purpose of which (as determined by the Borrower in good faith) is to decrease the Effective Yield on such 2023 Term Loans, (D) on or prior to the six month anniversary of the Amendment No. 3 Effective Date, the Borrower effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which (as determined by the Borrower in good faith) is to decrease the Effective Yield on the 2023 Term Loans, (E) on or prior to the six month anniversary of the Amendment No. 4 Effective Date, the Borrower makes any voluntary prepayment of the Amendment No. 4 Term Loans (with any replacement of a Non-Accepting Lender pursuant to Section 2.24 or any mandatory prepayments described in Section 2.11(c)(ii) on account of incurrence of Indebtedness (in the case of a Prepayment Event described in clause (b) of the definition of “Prepayment Event”) being deemed, for this purpose, to constitute a voluntary prepayment) in connection with any Repricing Transaction the primary purpose of which (as determined by the Borrower in good faith) is to decrease the Effective Yield on such Amendment No. 4 Term Loans or (F) on or prior to the six month anniversary of the Amendment No. 4 Effective Date, the Borrower effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose of which (as determined by the Borrower in good faith) is to decrease the Effective Yield on the Amendment No. 4 Term Loans, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (A), a prepayment premium of 1.00% of the principal amount of the Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, being prepaid in connection with such Repricing Transaction, (II) in the case of clause (B), an amount equal to 1.00% of the aggregate principal amount of the applicable Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, outstanding immediately prior to (and subject to) such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction (including the principal amount of any Initial Dollar Term Loans or Initial Euro Term Loans, as applicable, of any Non-Accepting Lender which are required to be assigned in accordance with Section 2.24 as a result of such Non-Accepting Lender’s failure to consent to such amendment), (III) in the case of clause (C), a prepayment premium of 1.00% of the principal amount of the 2023 Term Loans being prepaid in connection with such Repricing Transaction, (IV) in the case of clause (D), an amount equal to 1.00% of the aggregate principal amount of the 2023 Term Loans outstanding immediately prior to (and subject to) such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction (including the principal amount of any 2023 Term Loans of any Non-Accepting Lender which are required to be assigned in accordance with Section 2.24 as a result of such Non-Accepting Lender’s failure to consent to such amendment), (V) in the case of clause (E), an amount equal to 1.00% of the aggregate principal amount of the Amendment No. 4 Term Loans being prepaid in connection with such Repricing Transaction and (VI) in the case of clause (F), an amount equal to 1.00% of the aggregate principal amount of the Amendment No. 4 Term Loans outstanding immediately prior to (and subject to) such amendment that are subject to an effective pricing reduction pursuant to such Repricing Transaction (including the principal amount of any Amendment No. 4 Term Loans of any Non-Accepting Lender which are required to be assigned in accordance with Section 2.24 as a result of such Non-Accepting Lender’s failure to consent to such amendment).

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(ii) Notwithstanding anything in any Loan Document to the contrary, so long as no Specified Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Term Loans on the following basis:

(A) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.11(a)(ii); provided that (x) the Borrower shall not borrow RC Facility Loans, ABL Loans or Incremental RC Facility Loans to fund any Discounted Term Loan Prepayment and (y) the Borrower shall not initiate any action under this Section 2.11(a)(ii) in order to make a Discounted Term Loan Prepayment unless (I) at least five Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment with respect to such Class as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Closing Date or (II) at least three Business Days shall have passed since the date the Borrower was notified that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers.

(B) (1) Subject to the proviso to subclause (A) above, the Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice (or such shorter period of notice as the Auction Agent may otherwise approve) in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to each Term Lender or to each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.11(a)(ii), other than for purposes of the proviso of Section 2.11(a)(ii)(A)(II)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than (as applicable) $1,000,000 or €750,000 and whole increments of $500,000 or €400,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the date specified in the applicable Specified Discount Prepayment Notice (or such later date as the Borrower may agree with the reasonable consent of the Auction Agent) (the “Specified Discount Prepayment Response Date”).

(2) Each relevant Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its relevant then outstanding Term Loans at the Specified Discount and, if so (such accepting Term Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Term Lender’s Term

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Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment.

(3) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make prepayment of outstanding Term Loans pursuant to this subclause (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Loans specified in such Term Lender’s Specified Discount Prepayment Response given pursuant to clause (2); provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro-rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender, and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within five Business Days following the Specified Discount Prepayment Response Date, provide written notice to (I) the Borrower of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Closing Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid and (II) each Discount Prepayment Accepting Lender of the Discounted Prepayment Closing Date, and the aggregate principal amount and the tranches of its Term Loans to be prepaid. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Closing Date in accordance with subclause (F) below (subject to subclause (J) below).

(C) (1) Subject to the proviso to subclause (A) above, the Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five Business Days’ notice (or such shorter period of notice as the Auction Agent may otherwise approve) in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to each Term Lender and/or each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be prepaid by the Borrower (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.11(a)(ii), other than for purposes of the proviso of Section 2.11(a)(ii)(A)(II)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than (as applicable) $1,000,000 or €750,000 and whole increments of $500,000 or €400,000 in excess thereof and (IV) each such solicitation by the Borrower

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shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding relevant Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the date specified in the applicable Discount Range Prepayment Notice (or such later date as the Borrower may agree with the reasonable consent of the Auction Agent) (the “Discount Range Prepayment Response Date”). Each relevant Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Term Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Term Lender’s Term Loans (the “Submitted Amount”) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

(2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid in accordance with this subclause (C). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to (or less than) its Submitted Amount (subject to any applicable proration pursuant to the following clause (3)) at the Applicable Discount (or, if the Submitted Discount of such Lender is a discount to par greater than the Applicable Discount, at its Submitted Discount) (each such Term Lender, a “Participating Lender”).

(3) If there is at least one Participating Lender, the Borrower will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Term Lender’s Discount Range Prepayment Offer at the Applicable Discount (or, if the Submitted Discount of such Lender is a discount to par greater than the Applicable Discount, at its Submitted Discount); provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than or equal to the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is equal to the Applicable Discount

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(the “Identified Participating Lenders”) shall be made pro-rata among the Identified Participating Lenders (after giving effect to the provisions of the immediately succeeding sentence) in accordance with the Submitted Amount of each such Identified Participating Lender, and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration. All Discount Range Prepayment Offers including a Submitted Discount at a discount to par greater than the Applicable Discount shall be repaid, and will not be subject to pro-ration. The Auction Agent shall promptly, and in any case within five Business Days following the Discount Range Prepayment Response Date, provide written notice to (I) the Borrower of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Closing Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid and (II) each Participating Lender of the Discounted Prepayment Closing Date and the aggregate principal amount and tranches of its Term Loans to be prepaid and the discount to par applicable to such prepayment. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Closing Date in accordance with subclause (F) below (subject to subclause (J) below).

(D) (1) Subject to the proviso to subclause (A) above, the Borrower may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five Business Days’ notice (or such shorter period of notice as the Auction Agent may otherwise approve) in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to each Term Lender and/or each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the tranche or tranches of Term Loans the Borrower is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.11(a)(ii), other than for purposes of the proviso of Section 2.11(a)(ii)(A)(II)), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than (as applicable) $1,000,000 or €750,000 and whole increments of $500,000 or €400,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the date specified in the applicable Solicited Discounted Prepayment Notice (or such later date as the Borrower may agree with the reasonable consent of the Auction Agent) (the “Solicited Discounted Prepayment Response Date”). Each Term Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date and (z) specify both a discount to par (the “Offered Discount”) at which such Term Lender is willing to allow prepayment of its then outstanding Term Loan and the maximum aggregate principal amount and tranches of such Term Loans (the “Offered Amount”) such Term Lender is willing to have prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount.

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(2) The Auction Agent shall promptly provide the Borrower with a copy of all Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. The Borrower shall review all such Solicited Discounted Prepayment Offers and select the smallest of the Offered Discounts specified by the relevant responding Term Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the Borrower (the “Acceptable Discount”), if any. If the Borrower elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than the third Business Day after the date of receipt by the Borrower from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this clause (2) (the “Acceptance Date”), the Borrower shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from the Borrower by the Acceptance Date, the Borrower shall be deemed to have rejected all Solicited Discounted Prepayment Offers.

(3) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by the Auction Agent by the Solicited Discounted Prepayment Response Date, within three Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment Determination Date”), the Auction Agent will determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the tranches of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by the Borrower in accordance with this subclause (D). If the Borrower elects to accept any Acceptable Discount, then the Borrower agrees to accept all Solicited Discounted Prepayment Offers received by the Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Term Lender that has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required pro-rata reduction pursuant to the following sentence) at the Acceptable Discount (or, if the Offered Discount of such Lender is a discount to par greater than the Acceptable Discount, at its Offered Discount) (each such Term Lender, a “Qualifying Lender”). The Borrower will prepay outstanding Term Loans pursuant to this subclause (D) to each Qualifying Lender in the aggregate principal amount and of the tranches specified in such Term Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount (or, if the Offered Discount of such Lender is a discount to par greater than the Acceptable Discount, at its Offered Discount); provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Qualifying Lenders whose Offered Discount is equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata among the Identified Qualifying Lenders (after giving effect to the provisions of the immediately succeeding sentence to achieve the maximum discount) in accordance

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with the Offered Amount of each such Identified Qualifying Lender, and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). All Offered Amounts including an Offered Discount at a discount to par greater than the Acceptable Discount shall be prepaid, and will not be subject to proration. The Auction Agent shall promptly, and in any case within five Business Days following the Discounted Prepayment Determination Date, notify (I) the Borrower of respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Closing Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the tranches to be prepaid and (II) each Qualifying Lender of the Discounted Prepayment Closing Date, the aggregate principal amount and tranches of its Term Loans to be prepaid and the discount to par applicable to such prepayment. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Closing Date in accordance with subclause (F) below (subject to subclause (J) below).

(E) In connection with any Discounted Term Loan Prepayment, the Borrower and the Term Lenders acknowledge and agree that the Auction Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses from the Borrower in connection therewith. In addition, and for the avoidance of doubt, the Borrower 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 its subsidiaries.

(F) If any Term Loan is required to be prepaid in accordance with subclauses (B) through (D) above, the Borrower shall prepay such Term Loans on the Discounted Prepayment Closing Date. The Borrower shall make such prepayment to the Auction Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders or Qualifying Lenders, as applicable, at the Administrative Agent’s office in immediately available funds not later than 11:00 a.m., New York City time, on the Discounted Prepayment Closing Date and all such prepayments shall be applied as set forth in Section 2.10 (unless otherwise directed by the Borrower). The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Closing Date. Each prepayment of the outstanding Term Loans pursuant to this Section 2.11(a)(ii) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders or Qualifying Lenders, as applicable. The aggregate principal amount of the tranches and installments of the relevant Term Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Term Loans prepaid on the Discounted Prepayment Closing Date in any Discounted Term Loan Prepayment.

(G) To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Section 2.11(a)(ii), established by the Auction Agent acting in its reasonable discretion, and as reasonably agreed by the Borrower.

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(H) Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.11(a)(ii), each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day.

(I) Each of the Borrower and the Term Lenders acknowledges and agrees that the Auction Agent may perform any and all of its duties under this Section 2.11(a)(ii) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this Section 2.11(a)(ii) as well as activities of the Auction Agent.

(J) The Borrower shall have the right, by written notice to the Auction Agent (or telephonic notice promptly confirmed thereafter by delivery of a written notice), to revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuant to this subclause (J), any failure by the Borrower to make any prepayment to a Term Lender, as applicable, pursuant to this Section 2.11(a)(ii) shall not constitute a Default or Event of Default under Section 7.01 or otherwise).

(iii) Notwithstanding the foregoing, the Borrower and the Administrative Agent may agree to modifications of the procedures above from time to time, without the need for notice to or consent of any Person; provided that such revised procedures shall be incorporated as part of the notice provided in any offer undertaken pursuant to this Section 2.11(a). Further, notwithstanding anything to the contrary, the provisions of this Section 2.11(a) shall permit any transaction permitted by such Section to be conducted on a Class by Class basis and on a non-pro rata basis across Classes, in each case, as selected by the Borrower.

(b) In the event and on each occasion that the Dollar Equivalent of the aggregate RC Facility Exposures exceed the aggregate RC Facility Commitments, the Borrower shall prepay RC Facility Borrowings or Swingline Borrowings (or, if no such Borrowings are outstanding, deposit Cash Collateral in an account with the Administrative Agent pursuant to Section 2.04(j)) in an aggregate amount necessary to eliminate such excess.

(c) In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, the Borrower or any other Loan Party in respect of any Prepayment Event, the Borrower shall prepay Term Borrowings as follows:

(i) in the case of a Prepayment Event described in clause (a) of the definition thereof, in an aggregate amount equal to the Asset Sale Prepayment Percentage of such Net Proceeds; provided that, with respect to this clause (i), if the Borrower or any other Group Member invests (or commits to invest) the Net Proceeds from such Prepayment Event (or a portion thereof) within

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18 months after receipt of such Net Proceeds by the Borrower or such other Group Member (including pursuant to any Permitted Acquisition or other Investments permitted under Section 6.04), then no prepayment shall be required pursuant to this clause (i) in respect of such Net Proceeds in respect of such Prepayment Event (or the applicable portion of such Net Proceeds, if applicable) except to the extent of any such Net Proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 18-month period (or if committed to be so invested within such 18-month period, have not been so invested within 6 months after the end of the 18-month period), at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been so invested (or committed to be invested); provided, further that the Borrower may elect to deem expenditures that otherwise would be permissible investments that occur prior to receipt of the Net Proceeds from such Prepayment Event to have been invested in accordance with the provisions hereof (it being agreed that such deemed expenditure shall have been made no earlier than the earliest of (x) notice of such Prepayment Event, (y) execution of a definitive agreement for such Prepayment Event, if applicable and (z) consummation of such Prepayment Event); and

(ii) in the case of a Prepayment Event described in clause (b) of the definition thereof, in an aggregate amount equal to 100% of the amount of such Net Proceeds;

provided that, the Borrower may use a portion of such Net Proceeds to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu basis with the Term Borrowings (without regard to the control of remedies) to the extent such other Indebtedness and the Liens securing such other Indebtedness are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase (or offer to repurchase) thereof with the proceeds of such Prepayment Event, in each case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness, and such amount so used shall reduce, on a Dollar-for-Dollar basis, any prepayment amount due hereunder in respect of such Net Proceeds. Each prepayment pursuant to this paragraph shall be made on or before the date that is ten Business Days after the receipt of the applicable Net Proceeds (or on the Business Day immediately following the date of expiration of the applicable investment period, as applicable).

(d) Following the end of each fiscal year of the Borrower, commencing with the first full fiscal year ending after the Closing Date (the “Excess Cash Flow Period”), the Borrower shall prepay Term Borrowings in an aggregate amount equal to the ECF Percentage (after giving effect to any adjustment pursuant to the Permitted ECF Recalculation Considerations (as defined below)) of Excess Cash Flow for such fiscal year; provided that such amount shall be reduced, at the option of the Borrower, by the aggregate amount (other than any amount applied to reduce the prepayment required under this clause (d) in respect of any prior year) of (i) voluntary prepayments or repurchases of Term Loans (and, to the extent the RC Facility Commitments are permanently reduced in a corresponding amount pursuant to Section 2.08, RC Facility Loans) made or committed during such fiscal year or, at the option of the Borrower, after such fiscal year and prior to the time such prepayment is due as provided below (provided that such reduction as a result of prepayments pursuant to Section 2.11(a)(ii) or repurchases shall be limited to the actual amount of such cash prepayment), (ii) voluntary prepayments or repurchases of Indebtedness secured on a pari passu basis with the Term Loans (without regard to the control of remedies) including under Incremental Facilities or any Secured Notes (provided that in the case of the prepayment of any RC Facility Loans or other revolving loans there is a corresponding permanent reduction in such RC Facility Commitment or the related revolving commitment, as applicable), Incremental Equivalent/Ratio Debt or Credit Agreement

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Refinancing Indebtedness made or committed during such fiscal year or, at the option of the Borrower, after such fiscal year and prior to the time such prepayment is due as provided below (provided that such reduction as a result of prepayments pursuant to Section 2.11(a)(ii) or similar provisions or pursuant to repurchases shall be limited to the actual amount of such cash prepayment), (iii) except to the extent deducted in the calculation of Excess Cash Flow, the amount of any reduction in the outstanding amount of any Term Loans resulting from any assignment made in accordance with Section 9.04(g) during such fiscal year or, at the option of the Borrower, after such fiscal year and prior to the time such prepayment is due as provided below (provided that such reduction shall be limited to the actual amount of cash paid in connection with the relevant assignment), (iv) voluntary prepayments of any Permitted ABL Facility Debt (in the case of revolving indebtedness, to the extent accompanied by a corresponding permanent reduction in the relevant commitments) made or committed during such fiscal year or, at the option of the Borrower, after such fiscal year and prior to the time such prepayment is due as provided below, (v) voluntary prepayments of RC Facility Loans and/or any Permitted ABL Facility Debt, in each case to the extent such loans were originally made on the Closing Date to account for additional upfront fees or original issue discount implemented pursuant to flex, securities demand and similar provisions of the Fee Letter, (vi) [reserved]; (vii) [reserved], (viii) without duplication of any Contract Consideration already deducted in a previous Excess Cash Flow Period, Capital Expenditures (or similar expenditures) and Permitted Acquisitions or other Investments not prohibited by this Agreement during such fiscal year and, at the option of the Borrower, after fiscal year-end and prior to the date such prepayment is due as provided below (or committed during such period to be used for such purposes within the succeeding 12 month period, in each case subject to reversal of such deduction if any such committed amount is not actually expended within such 12 month period) and (ix) Restricted Payments (other than non-cash Restricted Payments) and Restricted Debt Payments, in each case, during such fiscal year or, at the option of the Borrower, after such fiscal year and prior to the time such prepayment is due as provided below, other than non-cash Restricted Debt Payments and Restricted Debt Payments made pursuant to Section 6.08(b)(ii), (iii)(1), (iv) and (vii), in each case, except to the extent funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) (any payments described in the foregoing clauses (i) through (ix) of this proviso that are made after the end of the applicable Excess Cash Flow Period but prior to the making of the applicable prepayment in respect of such Excess Cash Flow Period being referred to herein as an “After Year End Payment”); provided that (1) an Excess Cash Flow payment pursuant to this clause (d) shall only be required with respect to amounts in excess of $100,000,000 for any Excess Cash Flow Period (and only such excess amount shall be applied to the payment thereof) and (2) following the making of any After Year End Payment, (i) the First Lien Net Leverage Ratio shall be recalculated giving Pro Forma Effect to such After Year End Payment as if such payment were made during the applicable Excess Cash Flow Period and the ECF Percentage for purposes of making such Excess Cash Flow prepayment shall be determined by reference to such recalculated First Lien Net Leverage Ratio and (ii) such After Year End Payment shall not be applied to the calculation of the First Lien Net Leverage Ratio in connection with the determination of the ECF Percentage for purposes of (and shall not reduce the required amount of) any subsequent Excess Cash Flow payment in another Excess Cash Flow Period (the foregoing the “Permitted ECF Recalculation Considerations”). Notwithstanding anything to the contrary in the foregoing, the Borrower may use a portion of such amount of Excess Cash Flow (as so reduced) in respect of any such fiscal year that would otherwise be required to be applied to prepay Term Loans to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu basis with the Term Loans (without regard to the control of remedies) to the extent such other Indebtedness and the Liens securing such other Indebtedness are permitted hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase (or offer to repurchase) thereof with Excess Cash Flow, in each case in an amount not to exceed the product of (A) the amount of Excess Cash Flow (as so reduced) in respect of such fiscal year otherwise required to be applied to prepay Term Borrowings (without giving effect to this sentence) and (B) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and

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AMENDMENT NO. 4 TO FIRST LIEN CREDIT AGREEMENT