TWELFTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.13

EXECUTION VERSION

TWELFTH AMENDMENT TO CREDIT AGREEMENT

This TWELFTH AMENDMENT TO CREDIT AGREEMENT, dated as of July 11, 2025 (this “Twelfth Amendment”), by and among AI PAVE Dutchco III B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Holdings”), Intermediate Dutch Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Intermediate Dutch Holdings”), Indy US Holdco, LLC, a Delaware limited liability company (“US Top Borrower”), ▇▇▇▇▇▇▇ Consumer Inc., a Delaware corporation (the “US Borrower” and the “Borrower Representative”), Indy Dutch Bidco B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Dutch Borrower”, and together with US Top Borrower and US Borrower, the “Term Borrowers”), the Revolving Borrowers party hereto (together with the Term Borrowers, the “Borrowers”), the Loan Guarantors party hereto, each financial institution identified on the signature pages hereto as an “Twelfth Amendment Revolving Lender” (collectively, the “Twelfth Amendment Revolving Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and US collateral agent (in such capacity, the “US Collateral Agent”) and ▇▇▇▇▇ Agency Services (US) LLC, as non-US collateral agent (in such capacity, the “Non-US Collateral Agent” and, together with the Administrative Agent and the US Collateral Agent, collectively, the “Agents”). Capitalized terms not otherwise defined in this Twelfth Amendment have the same meanings as specified in the Amended Credit Agreement (as defined below).

RECITALS

WHEREAS, Holdings, Intermediate Dutch Holdings, the US Top Borrower, the US Borrower, the Dutch Borrower, the Revolving Borrowers from time to time party thereto, the lenders and issuing banks from time to time party thereto and the Agents have entered into that certain Credit Agreement, dated as of March 5, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of November 30, 2021, as further amended by that certain Second Amendment to Credit Agreement, dated as of December 3, 2021, as further amended by that certain Third Amendment to Credit Agreement, dated as of August 31, 2022, as further amended by that certain Fourth Amendment to Credit Agreement, dated as of January 31, 2023, as further amended by that certain Fifth Amendment to Credit Agreement, dated as of February 28, 2023, as further amended by that certain Sixth Amendment to Credit Agreement, dated as of June 7, 2023, as further amended by that certain Seventh Amendment to Credit Agreement, dated as of July 10, 2023, as further amended by that certain Eighth Amendment to Credit Agreement, dated as of June 28, 2024, as further amended by that certain Ninth Amendment to Credit Agreement, dated as of July 11, 2024, as further amended by that certain Tenth Amendment to Credit Agreement, dated as of July 18, 2024, as further amended by that certain Eleventh Amendment to Credit Agreement, dated as of January 24, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified and in effect prior to the date hereof, together with all exhibits and schedules attached thereto, the “Existing Credit Agreement”);

WHEREAS, Holdings, Intermediate Dutch Holdings, the Borrowers, the Administrative Agent, the US Collateral Agent, the Non-US Collateral Agent and each of the Twelfth Amendment Revolving Lenders have agreed to amend the Existing Credit Agreement as hereinafter set forth (the Existing Credit Agreement as amended hereby, the “Amended Credit Agreement”);

WHEREAS, on the Twelfth Amendment Effective Date (as defined below), the Borrowers intend to obtain Extended Revolving Credit Commitments, permitted to be incurred pursuant to Section 2.23 of the Existing Credit Agreement, pursuant to this Twelfth Amendment in the form of Twelfth Amendment Revolving Commitments (as defined below), which will constitute a new Class of Revolving Credit Commitments and replace in full the Eighth Amendment Revolving Commitments (as defined in the Existing Credit Agreement); and

WHEREAS, pursuant to Sections 2.22 and 2.23(c) of the Existing Credit Agreement, the Borrower Representative has requested, and each Twelfth Amendment Revolving Lender party to this Twelfth Amendment has agreed, to, on the Twelfth Amendment Effective Date, (x) provide to the Borrowers Twelfth Amendment Revolving Commitments in an aggregate principal amount equal to $750,000,000 (of which $111,733,333.33 constitutes an Incremental Revolving Facility pursuant to Section 2.22 of the Existing Credit Agreement) and (y) extend the Initial Revolving Credit Maturity Date on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Twelfth Amendment Revolving Commitment.

(a) Subject to the terms and conditions set forth herein, on the Twelfth Amendment Effective Date, each Twelfth Amendment Revolving Lender commits to provide the Twelfth Amendment Revolving Commitments in an aggregate principal amount equal to such Twelfth Amendment Revolving Lender’s Twelfth Amendment Revolving Commitment as set forth opposite such Twelfth Amendment Revolving Lender’s name on Schedule I hereto.

(b) With effect from and including the Twelfth Amendment Effective Date, each Twelfth Amendment Revolving Lender shall (i) be party to the Amended Credit Agreement as a “Lender”, a “Twelfth Amendment Revolving Lender” and a “Revolving Lender”, (ii) have a commitment to provide Twelfth Amendment Revolving Loans in accordance with the terms hereof and (iii) have all of the rights and obligations of a “Lender”, a “Twelfth Amendment Revolving Lender” and a “Revolving Lender” under the Amended Credit Agreement and the other Loan Documents, and the Twelfth Amendment Revolving Commitments shall form a separate Class of Revolving Commitments from, and shall replace in full, the Eighth Amendment Revolving Commitments.

(c) If any Revolving Loans or Swingline Loans are outstanding or any Letters of Credit are issued on the Twelfth Amendment Effective Date, the Twelfth Amendment Revolving Lenders agree to purchase its pro rata share of any outstanding Revolving Loans and purchase participations in any outstanding Swingline Loans and issued Letters of Credit, in each case in an amount equal to such Twelfth Amendment Revolving Lender’s Applicable Percentage of such outstanding Revolving Loans, outstanding Swingline Loans or issued Letters of Credit, in each case, in accordance with Section 2.22(f)(i) of the Amended Credit Agreement.

SECTION 2. Amendments to the Existing Credit Agreement.

Subject to the satisfaction (or waiver) of the conditions precedent set forth in Section 3(b) below, on and after the Twelfth Amendment Effective Date, the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following examples: stricken text or stricken text) and to add (x) the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) and (y) the single-underlined text (indicated textually in the same manner as the following example: single-underlined text) as set forth in Annex I attached hereto.

SECTION 3. Conditions to the Twelfth Amendment Signing Date and the Twelfth Amendment Effective Date. (a) The effectiveness of this Twelfth Amendment (other than the amendments set forth in Sections 1 and 2 hereof) is subject to the satisfaction (or waiver) of the following conditions and this Twelfth Amendment shall become effective on the time at which such conditions are satisfied or waived (such date, the “Twelfth Amendment Signing Date”):

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(i) this Twelfth Amendment shall have been duly executed by each Loan Party, each Agent and the Twelfth Amendment Revolving Lenders (which may include a copy transmitted by facsimile or other electronic method);

(ii) the Administrative Agent (or its counsel) shall have received, on behalf of the Twelfth Amendment Revolving Lenders on the Twelfth Amendment Signing Date, a customary written opinion of ▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP, in its capacity as special counsel for the Loan Parties, dated as of the Twelfth Amendment Signing Date and addressed to the Agents and the Twelfth Amendment Revolving Lenders;

(iii) the Administrative Agent shall have received, on behalf of the Twelfth Amendment Revolving Lenders, a certificate of a Responsible Officer of each Borrower (or the Borrower Representative on its respective behalf), dated as of the Twelfth Amendment Signing Date, which shall (I) certify that (A) attached thereto is a true and complete copy of the resolutions, written consent or extract of minutes of a meeting, as applicable, of the board of directors or similar governing body of such Borrower authorizing the execution, delivery and performance of this Twelfth Amendment, and (B) such resolutions or written consent have not been modified, rescinded or amended and are in full force and effect and (II) certify that either (A)(1) attached thereto is a true and complete copy of (x) the certificate of incorporation (or equivalent governing document) of such Borrower and (y) the by-laws (or similar governing document) of such Borrower and (2) such documents have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendment thereto as of such date) or (B) the certificate of incorporation (or similar governing document) and bylaws (or similar governing document) of such Borrower have not been amended, repealed, modified or restated since the delivery of the certificate described in the Eleventh Amendment;

(iv) the representations and warranties of each Loan Party in Section 4 shall be true and correct in all material respects on and as of the Twelfth Amendment Signing Date (except in the case of any such representation or warranty which expressly relates to a given earlier date or earlier period, in which case such representation or warranty is made as of the respective earlier date or for the respective earlier period, as the case may be); provided, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates or for such respective periods;

(v) no Event of Default exists on the Twelfth Amendment Signing Date;

(vi) the Administrative Agent shall have received, on behalf of the Twelfth Amendment Revolving Lenders, a certificate from a Responsible Officer of the Borrower Representative certifying as to the satisfaction of the conditions set forth in clauses (iv) and (v) of this Section 3(a); and

(vii) the Administrative Agent shall have received, on behalf of the Twelfth Amendment Revolving Lenders, at least three Business Days prior to the Twelfth Amendment Signing Date, (I) all documentation and other information required by regulatory authorities with respect to the Loan Parties under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and (II) to the extent any Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, a customary certification for such Borrower regarding beneficial ownership in relation to such Borrower, in each case of clauses (I) and (II), that has been reasonably requested by any Lender in writing at least ten Business Days in advance of the Twelfth Amendment Signing Date.

(b) The effectiveness of the amendments set forth in Sections 1 and 2 hereof is subject to the satisfaction (or waiver) of the following conditions and shall become effective on the time at which such conditions are satisfied or waived (such date, the “Twelfth Amendment Effective Date”):

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(i) the Twelfth Amendment Signing Date shall have occurred;

(ii) upon consummation of an IPO, which shall have been consummated on or prior to December 31, 2025; and

(iii) the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower Representative certifying that an IPO has been consummated.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Twelfth Amendment, each Borrower hereby makes the representations and warranties in Article 3 of the Existing Credit Agreement and each other Loan Document to the Administrative Agent and the Lenders party hereto, in each case on and as of the Twelfth Amendment Signing Date (except in the case of any such representation or warranty which expressly relates to a given earlier date or earlier period, in which case such representation or warranty is made as of the respective earlier date or for the respective earlier period, as the case may be); provided, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates or for such respective periods.

SECTION 5. Effects on Loan Documents.

(a) Except as specifically amended herein or contemplated hereby, each Loan Document continues to be in full force and effect and is hereby ratified and confirmed in all respects.

(b) The execution, delivery and effectiveness of this Twelfth Amendment does not operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Agents under the Loan Documents.

(c) (i) Each of Holdings, Intermediate Dutch Holdings, each Borrower and each Subsidiary Guarantor acknowledges and agrees that on and after the Twelfth Amendment Signing Date, this Twelfth Amendment constitutes a Loan Document for all purposes under the Amended Credit Agreement and (ii) each of Holdings, Intermediate Dutch Holdings, each Borrower and each Subsidiary Guarantor hereby acknowledges and confirms all of its obligations and liabilities under the Existing Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Twelfth Amendment, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Existing Credit Agreement and the other Loan Documents, in each case after giving effect to this Twelfth Amendment.

(d) On and after the Twelfth Amendment Signing Date, (i) each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Existing Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “the Existing Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Amended Credit Agreement, (ii) this Twelfth Amendment and the Amended Credit Agreement shall be read together and construed as a single instrument and (iii) the amendments constituted by this Twelfth Amendment shall, collectively, constitute an “Extension Amendment” and an “Incremental Facility Amendment”, in each case, under and as defined in the Existing Credit Agreement.

(e) Nothing herein shall be deemed to entitle Holdings, Intermediate Dutch Holdings, any Borrower nor any Subsidiary Guarantor to a further consent to, or a further waiver, amendment, modification or other change of, any term, condition, obligation, covenant or agreement contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

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SECTION 6. Amendments; Execution in Counterparts; Severability.

(a) This Twelfth Amendment may not be amended nor may any provision hereof be waived except in accordance with the provisions of Section 1.13, Section 2.23 and Section 9.02 of the Amended Credit Agreement; and

(b) To the extent any provision of this Twelfth Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Twelfth Amendment in any jurisdiction.

SECTION 7. Governing Law; Waiver of Jury Trial; Jurisdiction. THIS TWELFTH AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS TWELFTH AMENDMENT, WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The provisions of Sections 9.10(b), 9.10(c), 9.10(d) and 9.11 of the Existing Credit Agreement are incorporated herein by reference, mutatis mutandis.

SECTION 8. Headings. Section headings in this Twelfth Amendment are included herein for convenience of reference only, are not part of this Twelfth Amendment and shall not affect the construction of, or to be taken into consideration in interpreting, this Twelfth Amendment.

SECTION 9. Counterparts. This Twelfth Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Twelfth Amendment by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Twelfth Amendment. It is understood and agreed that, subject to any Requirement of Law, the words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to any Loan Document shall be deemed to include any Electronic Signature, delivery or the keeping of any record in electronic form, each of which shall have the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system 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 similar state laws based on the Uniform Electronic Transactions Act.

SECTION 10. Guarantor Consent and Reaffirmation. Each Loan Guarantor hereby (i) consents to the amendment of the Existing Credit Agreement effected hereby, (ii) acknowledges and agrees that all of its obligations under the Existing Credit Agreement, the Collateral Documents and the other Loan Documents to which it is a party (in each case, to the extent applicable, as amended hereby, are reaffirmed and remain in full force and effect), (iii) reaffirms (A) each Lien granted by it to the Collateral Agents for the benefit of the Secured Parties and (B) any guarantee made by it pursuant to the Loan Guaranty, (iv) acknowledges and agrees that the grant of a security interest by it as set forth in the applicable Security Agreement and/or any other applicable Collateral Document remains in full force and effect and continues to secure the obligations of the Loan Parties under the Amended Credit Agreement and (v) nothing contained in this Twelfth Amendment shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or the other Loan Documents, which remain in full force and effect, except as modified hereby.

SECTION 11. Appointment of Arrangers. The Borrowers hereby appoint JPMorgan Chase Bank, N.A., BofA Securities, Inc. (or any of its designated affiliates), UBS Securities LLC, Barclays Bank PLC, Royal Bank of Canada, ▇▇▇▇▇ Fargo Securities, LLC (acting through one or more of its branches or its affiliates as it deems appropriate), Citigroup Global Markets Inc., Deutsche Bank Securities Inc., BNP Paribas Securities Corp., BMO Capital Markets Corp., KKR Capital Markets LLC, Fifth Third Bank, National Association, Capital One, National Association, Sumitomo Mitsui Banking Corporation and HSBC Securities (USA) Inc. as lead arrangers and joint bookrunners in connection with this Twelfth Amendment (in such capacity, collectively, the “Twelfth Amendment Arrangers”). The Twelfth Amendment Arrangers shall not have any right, power,

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obligation, liability, responsibility or duty under this Twelfth Amendment except in their respective capacity as Agent, if applicable. Without limiting the foregoing, the Twelfth Amendment Arrangers shall not have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Twelfth Amendment Arrangers or other Persons so identified in deciding to enter into this Twelfth Amendment or in taking or not taking action hereunder.

[Remainder of page intentionally left blank.]

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

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ANNEX I

AMENDED CREDIT AGREEMENT

[Attached]

ANNEX I TO ELEVENTHTWELFTH AMENDMENT TO CREDIT AGREEMENT

CREDIT AGREEMENT

as amended by

that certain First Amendment to Credit Agreement, dated as of November 30, 2021,

that certain Second Amendment to Credit Agreement, dated as of December 3, 2021,

that certain Third Amendment to Credit Agreement, dated as of August 31, 2022,

that certain Fourth Amendment to Credit Agreement, dated as of January 31, 2023,

that certain Fifth Amendment to Credit Agreement, dated as of February 28, 2023,

that certain Sixth Amendment to Credit Agreement, dated as of June 7, 2023,

that certain Seventh Amendment to Credit Agreement, dated as of July 10, 2023,

that certain Eighth Amendment to Credit Agreement, dated as of June 28, 2024,

that certain Ninth Amendment to Credit Agreement, dated as of July 11, 2024,

that certain Tenth Amendment to Credit Agreement, dated as of July 18, 2024, and

that certain Eleventh Amendment to Credit Agreement, dated as of January 24, 2025, and

that certain Twelfth Amendment to Credit Agreement, dated as of July 11, 2025,

dated as of March 5, 2021

among

INDY US BIDCO, LLC,

as the US Borrower and the Borrower Representative,

INDY US HOLDCO, LLC,

as the US Top Borrower,

INDY DUTCH BIDCO B.V.,

as the Dutch Borrower,

EACH OTHER BORROWER PARTY HERETO,

together with the US Borrower, the US Top Borrower and the Dutch Borrower,

as the Borrowers,

AI PAVE DUTCHCO III B.V.,

as Holdings,

INTERMEDIATE DUTCH HOLDINGS B.V.,

as Intermediate Dutch Holdings,

THE FINANCIAL INSTITUTIONS PARTY HERETO

as Lenders and Issuing Banks,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, US Collateral Agent, an Issuing Bank and the Swingline Lender,

and

▇▇▇▇▇ AGENCY SERVICES (US) LLC,

as Non-US Collateral Agent,

BOFA SECURITIES, INC., UBS SECURITIES LLC, BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., HSBC SECURITIES (USA) INC., RBC CAPITAL MARKETS¹, MUFG BANK, LTD., ▇▇▇▇▇ FARGO SECURITIES, LLC, FIFTH THIRD BANK, NATIONAL ASSOCIATION, BMO CAPITAL MARKETS CORP., BNP PARIBAS SECURITIES CORP., CAPITAL ONE, NATIONAL ASSOCIATION, MIZUHO BANK, LTD., SUMITOMO MITSUI BANKING CORPORATION AND TD SECURITIES (USA) LLC,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

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CREDIT AGREEMENT

CREDIT AGREEMENT, dated as of March 5, 2021 (this “Agreement”), by and among AI PAVE Dutchco III B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Holdings”), Intermediate Dutch Holdings B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Intermediate Dutch Holdings”), Indy US Holdco, LLC, a Delaware limited liability company (“US Top Borrower”), Indy US Bidco, LLC, a Delaware limited liability company (“US Bidco” and, prior to the consummation of the Closing US Merger (as defined below), the US Borrower), ▇▇▇▇▇▇▇ Consumer Inc., a Delaware corporation (the “US Target” and, following the consummation of the Closing US Merger, the US Borrower), Indy Dutch Bidco B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Dutch Borrower”), the Revolving Borrowers from time to time party hereto (together with any other Restricted Subsidiary designated hereunder as an Additional Revolving Borrower pursuant to the terms hereof), the Lenders from time to time party hereto, the Issuing Banks from time to time party hereto, JPMorgan Chase Bank, N.A. (“JPMorgan”) in its capacities as administrative agent for the Lenders (in such capacity and together with its successors and assigns, the “Administrative Agent”), US collateral agent for the Secured Parties (in such capacity and together with its successors and assigns, the “US Collateral Agent”), an Issuing Bank and the Swingline Lender and ▇▇▇▇▇ Agency Services (US) LLC in its capacity as non-US collateral agent for the Secured Parties (in such capacity and together with its successors and assigns, the “Non-US Collateral Agent”).

RECITALS

A. Pursuant to the terms of the Acquisition Agreement, (i) (x) US Bidco will acquire all of the issued and outstanding Capital Stock of the US Target and (y) immediately thereafter US Bidco shall merge (the “Closing US Merger”) with and into the US Target, with the US Target as the surviving entity, (ii) the Dutch Borrower will acquire all of the issued and outstanding Capital Stock of (x) TNC Europe B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (the “Dutch Target”) and (y) The ▇▇▇▇▇▇▇ Company (Europe) Sàrl, a limited liability company (société à responsabilité limitée) incorporated and organized under the laws of Switzerland (the “Swiss Target” and together with the US Target and the Dutch Target, the “Target”), and (iii) the Dutch Borrower will acquire and become the “lender” under the Swiss Note (as defined in the Acquisition Agreement) (the foregoing clauses (i), (ii) and (iii), collectively the “Closing Date Acquisition”).

B. Substantially concurrently with the consummation of the Closing Date Acquisition, the Target and its subsidiaries that are guarantors and/or security providers under the Seller Debt Facilities (as defined in the Acquisition Agreement) (in each case, other than letters of credit or bank guarantees issued in respect of obligations of the Target and its subsidiaries that are replaced, backstopped, cash collateralized or with respect to which other arrangements have been made in accordance with the terms of such Seller Debt Facilities), will be released from their obligations thereunder and all Liens and guarantees granted by the Target and/or its subsidiaries thereunder will be terminated (the “Closing Date Releases”).

C. To fund a portion of the consideration for the Acquisition, the Borrowers have requested that the Lenders extend credit under this Agreement in the form of (x) Initial Term Loans on the Closing Date consisting of (1) a Dollar tranche in the aggregate principal amount of $950,000,000, (2) a Euro tranche in the aggregate principal amount of €545,000,000 and (3) a Canadian Dollar tranche in the aggregate principal amount of C$128,000,000 and (y) an Initial Revolving Facility with an available amount of $350,000,000.

D. The Revolving Facility will include the ability of the Revolving Lenders (or any of their Affiliates) to provide one or more Ancillary Facilities from time to time.

E. The Lenders (including the 2021 Repricing Term Loan Lenders, the 2021 Incremental Euro Term Loan Lender, the Fifth Amendment Incremental Term Lenders, the Seventh Amendment Incremental Lenders, the Ninth Amendment Refinancing Term Lenders and the Eleventh Amendment Refinancing Term Lenders) are willing to extend such credit to the Borrowers on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

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ARTICLE 1

DEFINITIONS

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

“2021 Incremental Euro Term Loan” has the meaning assigned to such term in the First Amendment.

“2021 Incremental Euro Term Loan Lender” has the meaning assigned to such term in the First Amendment.

“2021 Repricing Dollar Term Loan Lender” means any Lender that holds a 2021 Repricing Dollar Term Loan.

“2021 Repricing Dollar Term Loans” has the meaning assigned to such term in the First Amendment.

“2021 Repricing Euro Term Loans” has the meaning assigned to such term in the First Amendment (and includes, for the avoidance of doubt, the 2021 Incremental Euro Term Loans).

“2021 Repricing Term Loan Lender” means any Lender that holds a 2021 Repricing Dollar Term Loan or a 2021 Repricing Euro Term Loan.

“2021 Repricing Term Loans” means the 2021 Repricing Euro Term Loans, the 2021 Repricing Dollar Term Loans and the Tranche B-3 Term Loans.

“2023 Incremental Dollar Term Lenders” means each Lender with an outstanding 2023 Incremental Dollar Term Loan.

“2023 Incremental Dollar Term Loans” means the Fifth Amendment Dollar Incremental Term Loans and the Seventh Amendment Dollar Incremental Term Loans.

“2023 Incremental Term Loan Lenders” means each Lender with an outstanding 2023 Incremental Term Loan.

“2023 Incremental Term Loans” means the 2023 Incremental Dollar Term Loans and the Seventh Amendment Euro Incremental Term Loans.

“2023 MFN Provision” has the meaning assigned to such term in Section 2.22(a)(v)(B).

“ABR”, 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 Alternate Base Rate.

“Acceleratio” means Acceleratio Holdco S.à ▇.▇., a private limited liability company (société à responsabilité limitée), incorporated and existing under the laws of Luxembourg, having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, registered with the RCSL under number B210752.

“Acceptable Debtor-In-Possession Financings” means any debtor-in-possession or similar financing (a) incurred by Holdings, Intermediate Dutch Holdings or a Restricted Subsidiary following a voluntary petition by Holdings, Intermediate Dutch Holdings or any of its Restricted Subsidiaries under or in connection with any Debtor Relief Law and (b) approved pursuant to an order of an applicable court under any Debtor Relief Law; provided, that, in the event that all or any portion of such debtor-in-possession financing is provided by a Lender or an Affiliate thereof, each Lender (as of the time of incurrence thereof) shall have been offered an opportunity to participate in such debtor in-possession financing on a pro rata basis.

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“ACH” means automated clearing house transfers.

“Acquisition” means the Closing Date Acquisition and, if any, each Potential Subsequent Acquisition and the other transactions contemplated by the Acquisition Agreement.

“Acquisition Agreement” means that certain Stock Purchase Agreement, dated as of October 31, 2020 (and as amended pursuant to that certain Letter Agreement, dated as of March 5, 2021), by and among the US Borrower, the Dutch Borrower and ▇▇▇▇▇▇▇ Holdings PLC.

“Additional Agreement” has the meaning assigned to such term in Article 8.

“Additional Commitment” means any commitment hereunder added pursuant to Sections 2.22, 2.23 and/or 9.02(c).

“Additional Loans” means any Additional Revolving Loan and any Additional Term Loan.

“Additional Revolving Borrower” means any Restricted Subsidiary as may be requested by the Borrower Representative to become an Additional Revolving Borrower in accordance with Section 2.24.

“Additional Revolving Credit Commitments” means any Revolving Credit Commitment added pursuant to Sections 2.22, 2.23 and/or 9.02(c)(ii); provided that, with respect to any Additional Revolving Credit Commitment of any Lender, other than for purposes of determining the Required Lenders or Required Revolving Lenders at any time, if such Lender is an Ancillary Lender, such Additional Revolving Credit Commitment is decreased by the amount of such ▇▇▇▇▇▇’s Ancillary Commitment (and is increased to the extent that any such Ancillary Commitment is reduced, cancelled or terminated).

“Additional Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate Outstanding Amount at such time of all Additional Revolving Loans of such Lender, plus the aggregate outstanding amount at such time of such ▇▇▇▇▇▇’s LC Exposure and Swingline Exposure, in each case, attributable to its Additional Revolving Credit Commitment.

“Additional Revolving Incremental Amount” has the meaning assigned to such term in clause (a)(iii) of the definition of “Incremental Cap”.

“Additional Revolving Lender” means any Lender with an Additional Revolving Credit Commitment or any Additional Revolving Credit Exposure.

“Additional Revolving Loans” means any revolving loan added hereunder pursuant to Section 2.22, 2.23 and/or 9.02(c)(ii).

“Additional Term Lender” means any Lender with an Additional Term Loan Commitment or an outstanding Additional Term Loan.

“Additional Term Loan Commitment” means any term commitment added pursuant to Sections 2.22, 2.23 and/or 9.02(c)(i).

“Additional Term Loans” means any term loan added pursuant to Section 2.22, 2.23 and/or 9.02(c)(i).

“Adjusted Term SOFR Rate” means, for purposes of any calculation, the rate per annum equal to (a) the Term SOFR Rate for such calculation, plus (b) the Term SOFR Adjustment; provided, that in no event shall the Adjusted Term SOFR Rate be less than (i) 0.00% in the case of the EighthTwelfth Amendment Revolving Loans or (ii) 0.50% in the case of the Eleventh Amendment Dollar Refinancing Term Loans.

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“Adjustment” has the meaning assigned to such term in Section 1.13(a).

“Adjustment Date” means the date of delivery of financial statements required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable.

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

“Administrative Agent Fee Letter” means that certain administrative agent fee letter dated as of the Eighth Amendment Effective Date, by and among the Borrower Representative, the Administrative Agent and the US Collateral Agent.

“Administrative Questionnaire” means a customary administrative questionnaire in the form provided by the Administrative Agent.

“Advent” means Advent International, L.P.

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings, Intermediate Dutch Holdings or any of its Restricted Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claim), whether pending or, to the knowledge of Holdings, Intermediate Dutch Holdings or any of its Restricted Subsidiaries, threatened in writing, against or affecting Holdings, Intermediate Dutch Holdings or any of its Restricted Subsidiaries or any property of Holdings, Intermediate Dutch Holdings or any of its Restricted Subsidiaries.

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

“Affiliate” means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that Person. No Person shall be an “Affiliate” of Intermediate Dutch Holdings solely because it is an unrelated portfolio company of the Sponsor and none of the Agents, the Arrangers, the Project Grace Arrangers, the Ninth Amendment Lead Arrangers, the Eleventh Amendment Lead Arrangers, the Twelfth Amendment Lead Arrangers, any Lender (other than any Affiliated Lender or any Debt Fund Affiliate) or any of their respective Affiliates shall be considered an Affiliate of Intermediate Dutch Holdings or any subsidiary thereof.

“Affiliated Lender” means any Non-Debt Fund Affiliate, Intermediate Dutch Holdings and/or any subsidiary of Intermediate Dutch Holdings.

“Affiliated Lender Assignment and Assumption” means (a) an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-1 and/or (b) any other form approved by the Administrative Agent and the Borrower Representative.

“Affiliated Lender Cap” has the meaning assigned to such term in Section 9.05(g)(iv).

“Agents” means, collectively, the Administrative Agent, the US Collateral Agent and the Non-US Collateral Agent.

“Agreed Security Principles” means the principles set forth on Schedule 1.01(d) and the provisions of Section 5.12(d).

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

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“Agreement Currency” has the meaning assigned to such term in Section 9.25.

“Agency Resignation Agreement” means the Agency Resignation Agreement, dated as of the Eighth Amendment Effective Date, by and among the Borrowers, Holdings, Intermediate Dutch Holdings, the Agents and the Previous Agent.

“Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Effective Rate in effect on such day plus 0.50%, (b) to the extent ascertainable, the Published LIBO Rate (which rate shall be calculated based upon an Interest Period of one month and shall be determined on a daily basis and, for the avoidance of doubt, the Published LIBO Rate for any day shall be based on the rate determined on such day at 11:00 a.m. (London time)) plus 1.00%, (c) the Prime Rate and (d) 1.00%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Published LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Published LIBO Rate. Notwithstanding anything to the contrary herein and solely in connection with any Term SOFR Rate Loan, each reference to “Published LIBO Rate” in this definition of “Alternate Base Rate” shall be deemed to be a reference to the “Adjusted Term SOFR Rate”.

“Alternate Currency” means Euros, Canadian Dollars and, in the case of Revolving Loans, Letters of Credit and Swingline Loans, each other currency that is approved in accordance with Section 1.10.

“Ancillary Borrower” and “Ancillary Borrowers” means all or any of the Revolving Borrowers and/or any direct or indirect Wholly-Owned Restricted Subsidiary of Intermediate Dutch Holdings.

“Ancillary Commencement Date” means, with respect to any Ancillary Facility, the date (which must be a Business Day prior to the Maturity Date for the Revolving Facility related to the Ancillary Facility) on which such Ancillary Facility is first made available.

“Ancillary Commitment” means, with respect to any Ancillary Lender and any Ancillary Facility, the maximum applicable Dollar Equivalent amount which such Ancillary Lender has agreed (whether or not subject to the satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility in accordance with Section 2.25 hereof to the extent such amount has not been cancelled or reduced under this Agreement or the Ancillary Documents relating to such Ancillary Facility.

“Ancillary Document” means each document, instrument or agreement relating to or evidencing the terms of an Ancillary Facility.

“Ancillary Facility” means (a) any overdraft, automated payment, check drawing and/or other current account facility, (b) any short term loan facility, (c) any foreign exchange facility, (d) any standby letter of credit, documentary letter of credit, suretyship, suretyship on first demand, guarantee and/or bonding facility or any other instrument to provide a contingent liability, (e) any derivatives facility, (f) any notional cash pooling, cash concentration, target balancing, cash/overdraft netting, liquidity management or other cash management facility, (g) stay, customs, appeal, performance and/or return of money bonds or similar obligations and/or (g) any other facility or financial accommodation that may be required or appropriate in connection with the business of Intermediate Dutch Holdings and/or any of its Restricted Subsidiaries, in each case, that is made available by an Ancillary Lender in accordance with Section 2.25.

“Ancillary Lender” means each Revolving Lender (or Affiliate of a Revolving Lender, or branch of any Revolving Lender or of an Affiliate of any Revolving Lender) that makes available an Ancillary Facility in accordance with Section 2.25.

“Ancillary Obligations” means all obligations in respect of Ancillary Outstandings (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

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“Ancillary Outstandings” means, at any time, with respect to any Ancillary Lender and any Ancillary Facility then in effect, the aggregate of the Dollar Equivalent (as calculated in accordance with this Agreement) of the sum (without duplication) of the following amounts outstanding under such Ancillary Facility, (a) the principal amount owing under each overdraft facility and on-demand short term loan facility (net of any credit balance on any account of any Borrower under any Ancillary Facility with the relevant Ancillary Lender to the extent that such credit balance is freely available to be set-off by such Ancillary Lender against liabilities owing by such Borrower under such Ancillary Facility), (b) the aggregate stated amount available to be drawn under each guaranty, bond and letter of credit provided or issued under such Ancillary Facility plus any unreimbursed amounts in respect of drawings under each such guaranty, bond and letter of credit (with the amount available to be drawn under any guaranty, bond or letter of credit to be determined in a manner substantially similar to how amounts available to be drawn under Letters of Credit or Bank Guarantees are calculated hereunder), (c) all net obligations owing to such Ancillary Lender under any derivatives facility and (d) the amount fairly representing the aggregate exposure (excluding interest and similar charges) of such Ancillary Lender under each other type of accommodation provided under such Ancillary Facility, in each case as determined by such Ancillary Lender acting reasonably in accordance with its normal banking practice and the terms of the relevant Ancillary Document, in each case of the foregoing clauses (a) through (d), net of any cash cover for that Ancillary Facility and any credit balances on any account of any Ancillary Borrower with the Ancillary Lender making available that Ancillary Facility to the extent that the credit balances are freely available to be set-off by that Ancillary Lender against liabilities owed to it by that Ancillary Borrower and in each case as determined by such Ancillary Lender, acting reasonably and in accordance with the relevant Ancillary Document, or (if not provided for in the relevant Ancillary Document), after consultation with the relevant Ancillary Borrower, in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

“Applicable Ancillary Borrower” means any Revolving Borrower and/or any direct or indirect Wholly-Owned Restricted Subsidiary of Intermediate Dutch Holdings, in each case, that is a borrower, counterpart or similar, under an Ancillary Facility.

“Applicable Borrower” means any Term Borrower and/or any Revolving Borrower, as the context may require.

“Applicable Percentage” means, (a) with respect to any Term Lender of any Class, a percentage equal to a fraction the numerator of which is the aggregate outstanding principal amount of the Term Loans and unused Additional Term Loan Commitments of such Term Lender under the applicable Class and the denominator of which is the aggregate outstanding principal amount of the Term Loans and unused Term Commitments of all Term Lenders under the applicable Class and (b) with respect to any Revolving Lender of any Class, the percentage of the aggregate amount of the Revolving Credit Commitments of such Class represented by such ▇▇▇▇▇▇’s Revolving Credit Commitment of such Class; provided that (i) for purposes of Section 2.21 and otherwise herein (except with respect to Section 2.11(a)(ii)), when there is a Defaulting Lender, such Defaulting Lender’s Revolving Credit Commitment shall be disregarded for any relevant calculation and (ii) when any Revolving Lender (or its applicable Affiliate) provides Ancillary Commitments under a certain Class of Revolving Credit Commitments, the Applicable Percentage with respect to any Obligations outstanding under such Revolving Credit Commitments prior to the incurrence of the obligations under such Ancillary Facility shall be calculated without giving effect to the reduction in the Total Revolving Credit Commitments of such Class as a result of the incurrence of such Ancillary Commitment until (1) the end of the Interest Period then in effect or (2) the next Credit Extension with respect to Revolving Credit Commitments of such Class, at which point, the Applicable Percentage shall be calculated after giving effect to the reduction in the Total Revolving Credit Commitments of such Class as a result of the incurrence of such Ancillary Commitment. In the case of clause (b), in the event that the Revolving Credit Commitments of any Class have expired or been terminated, the Applicable Percentage of any Revolving Lender of such Class shall be determined on the basis of the Revolving Credit Exposure of such Revolving Lender attributable to its Revolving Credit Commitment of such Class, giving effect to any assignment thereof.

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“Applicable Rate” means, for any day, with respect to:

(a) any Tranche B-1 Term Loan at any time prior to the First Amendment Effective Date, the rate per annum applicable to the Type of Loans in the table set forth below under the caption “ABR Spread for Tranche B-1 Term Loans” or “LIBO Rate Spread for Tranche B-1 Term Loans”, as the case may be, based upon the applicable First Lien Net Leverage Ratio:

(b) any Tranche B-2 Term Loan at any time prior to the First Amendment Effective Date, the rate per annum applicable to the Type of Loans in the table set forth below under the caption “LIBO Rate Spread for Tranche B-2 Loans” based upon the applicable First Lien Net Leverage Ratio:

(c) any Tranche B-3 Term Loan:

(i) at any time prior to the First Amendment Effective Date, the rate per annum applicable to the Type of Loans in the table set forth below under the caption “Canadian Prime Rate Spread for Tranche B-3 Term Loans” or “LIBO Rate Spread for Tranche B-3 Term Loans”, as the case may be, based upon the applicable First Lien Net Leverage Ratio:

and

(ii) at any time on and after the First Amendment Effective Date, the rate per annum applicable to the Type of Loans in the table set forth below under the caption “Canadian Prime Rate Spread for Tranche B-3 Term Loans” or “LIBO Rate and Daily Simple ▇▇▇▇▇ Spread for Tranche B-3 Term Loans”, as the case may be, based upon the applicable First Lien Net Leverage Ratio:

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(d)

(i) at any time prior to the First Amendment Effective Date, any Initial Revolving Loan, the rate per annum applicable to the relevant Type of Loans in the table set forth below under the caption “ABR and Canadian Prime Rate Spread for Initial Revolving Loans” or “LIBO Rate Spread for Initial Revolving Loans”, as the case may be, based upon the First Lien Net Leverage Ratio:

; (ii) at any time on and after the First Amendment Effective Date but prior to the Third Amendment Effective Date, the rate per annum applicable to the relevant Type of Loans in the table set forth below under the caption “ABR and Canadian Prime Rate Spread for Initial Revolving Loans” or “LIBO Rate Spread for Initial Revolving Loans”, as the case may be, based upon the First Lien Net Leverage Ratio:

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; (iii) at any time on and after the Third Amendment Effective Date but prior to the Eighth Amendment Effective Date, the rate per annum applicable to the relevant Type of Loans in the table set forth below under the caption “ABR and Canadian Prime Rate Spread for Initial Revolving Loans”, “LIBO Rate Spread for Initial Revolving Loans denominated in Alternate Currencies” or “Adjusted Term SOFR Rate Spread for Initial Revolving Loans denominated in Dollars”, as the case may be, based upon the First Lien Net Leverage Ratio:

; and (iv) at any time on and after the Eighth Amendment Effective Date but prior to the Twelfth Amendment Effective Date, the rate per annum applicable to the relevant Type of Loans in the table set forth below under the caption “ABR, Canadian Prime Rate Spread and Overnight Rate Spread for Eighth Amendment Revolving Loans (including Swingline Loans)”, “LIBO Rate and Daily Simple ▇▇▇▇▇ Spread for Eighth Amendment Revolving Loans denominated in Alternate Currencies” or “Adjusted Term SOFR Rate Spread for Eighth Amendment Revolving Loans denominated in Dollars”, as the case may be, based upon the First Lien Net Leverage Ratio:

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; and (v) at any time on and after the Twelfth Amendment Effective Date, the rate per annum applicable to the relevant Type of Loans in the table set forth below under the caption “ABR, Canadian Prime Rate Spread and Overnight Rate Spread for Twelfth Amendment Revolving Loans (including Swingline Loans)”, “LIBO Rate and Daily Simple ▇▇▇▇▇ Spread for Twelfth Amendment Revolving Loans denominated in Alternate Currencies” or “Adjusted Term SOFR Rate Spread for Twelfth Amendment Revolving Loans denominated in Dollars”, as the case may be, based upon the First Lien Net Leverage Ratio:

(e) any 2021 Repricing Dollar Term Loans at any time prior to the Eleventh Amendment Effective Date, the rate per annum applicable to the relevant Type of Loans in the table set forth below under the caption “ABR Spread for 2021 Repricing Dollar Term Loan” or “Adjusted Term SOFR Rate Spread for 2021 Repricing Dollar Term Loan”, as the case may be, based upon the First Lien Net Leverage Ratio:

(f) any 2021 Repricing Euro Term Loan at any time after the First Amendment Effective Date but prior to the Eleventh Amendment Effective Date, the rate per annum applicable to the relevant Type of Loans in the table set forth below under the caption “LIBO Rate Spread for 2021 Repricing Euro Term Loan”, based upon the First Lien Net Leverage Ratio:

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(g) any 2023 Incremental Dollar Term Loan at any time prior to the Ninth Amendment Effective Date, (i) 6.25% per annum with respect to Term SOFR Rate Loans and (ii) 5.25% per annum with respect to ABR Loans;

(h) any Seventh Amendment Euro Incremental Term Loan at any time prior to the Ninth Amendment Effective Date, 6.50% per annum;

(i) any Ninth Amendment Dollar Refinancing Term Loan at any time on and after the Ninth Amendment Effective Date but prior to the Eleventh Amendment Effective Date, (i) 4.75% per annum with respect to Term SOFR Rate Loans and (ii) 3.75% per annum with respect to ABR Loans;

(j) any Ninth Amendment Euro Refinancing Term Loan at any time on and after the Ninth Amendment Effective Date but prior to the Eleventh Amendment Effective Date, 4.75% per annum;

(k) any Eleventh Amendment Dollar Refinancing Term Loan at any time on and after the Eleventh Amendment Effective Date, the rate per annum applicable to the relevant Type of Loans in the table set forth below under the caption “ABR Spread for Eleventh Amendment Dollar Refinancing Term Loan” or “Adjusted Term SOFR Rate Spread for Eleventh Amendment Dollar Refinancing Term Loan”, as the case may be, based upon the First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio; provided that, upon the occurrence of the first IPO after the Eleventh Amendment Effective Date, the Applicable Rate with respect to any Eleventh Amendment Dollar Refinancing Term Loan shall be permanently reduced by 0.25%:

(l) any Eleventh Amendment Euro Refinancing Term Loan at any time on and after the Eleventh Amendment Effective Date, the rate per annum applicable to the relevant Type of Loans in the table set forth below under the caption “LIBO Rate Spread for Eleventh Amendment Euro Refinancing Term Loan”, based upon the First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio; provided that, upon the occurrence of the first IPO after the Eleventh Amendment Effective Date, the Applicable Rate with respect to any Eleventh Amendment Euro Refinancing Term Loan shall be permanently reduced by 0.25%:

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The Applicable Rate with respect to any Tranche B-1 Term Loan, Tranche B-2 Term Loan, Tranche B-3 Term Loan, Initial Revolving Loan (including any Swingline Loan), EighthTwelfth Amendment Revolving Loan (including any Swingline Loan), 2021 Repricing Dollar Term Loans, 2021 Repricing Euro Term Loans, Eleventh Amendment Dollar Refinancing Term Loans and Eleventh Amendment Euro Refinancing Term Loans shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the First Lien Net Leverage Ratio or the First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio, as applicable, in accordance with the table above; provided, that until the first Adjustment Date following the completion of at least one full Fiscal Quarter ended after the Closing Date, the “Applicable Rate” for any Tranche B-1 Term Loan, Tranche B-2 Term Loan, and/or Tranche B-3 Term Loan and/or any Initial Revolving Loan shall be the applicable rate per annum set forth in Category 1 of the applicable table set forth above; provided, further that, at the election of (i) with respect to the Tranche B-1 Term Loans that are LIBO Rate Loans, the Required Tranche B-1 Term Loan Lenders, (ii) with respect to the Tranche B-2 Term Loans that are LIBO Rate Loans, the Required Tranche B-2 Term Loan Lenders, (iii) with respect to Tranche B-3 Term Loans that are LIBO Rate Loans, the Required Tranche B-3 Term Lenders, (iv) with respect to the Initial Revolving Loans (including Swingline Loans) and the EighthTwelfth Amendment Revolving Loans (including Swingline Loans), the Required Revolving Lenders, (v) with respect to 2021 Repricing Dollar Term Loans that are Term SOFR Rate Loans, the Required 2021 Repricing Dollar Term Loan Lenders, (vi) with respect to 2021 Repricing Euro Term Loans that are LIBO Rate Loans, the Required 2021 Repricing Euro Term Loan Lenders, (vii) with respect to Eleventh Amendment Dollar Refinancing Term Loans that are Term SOFR Rate Loans, the Required Eleventh Amendment Dollar Refinancing Term Loan Lenders and (viii) with respect to Eleventh Amendment Euro Refinancing Term Loans that are LIBO Rate Loans, the Required Eleventh Amendment Euro Refinancing Term Loan Lenders, as applicable, if financial statements are not delivered when required pursuant to Section 5.01(a) or (b), as applicable, the “Applicable Rate” for any Tranche B-1 Term Loan, Tranche B-2 Term Loan, Tranche B-3 Term Loan, Initial Revolving Loan, EighthTwelfth Amendment Revolving Loan, Swingline Loan, 2021 Repricing Euro Term Loans, 2021 Repricing Dollar Term Loans, Eleventh Amendment Dollar Refinancing Term Loans or Eleventh Amendment Euro Refinancing Term Loans shall be the rate per annum set forth in the applicable table above in Category 1 until such financial statements are delivered in compliance with Section 5.01(a) or (b), as applicable.

“Applicable Revolving Borrower” means any Revolving Borrower, as the context may require.

“Applicable Revolving Credit Percentage” means, with respect to any Revolving Lender at any time, the percentage of the Total Revolving Credit Commitment at such time represented by such Revolving Lender’s Revolving Credit Commitments at such time; provided that (i) for purposes of Section 2.21, when there is a Defaulting Lender, any such Defaulting Lender’s Revolving Credit Commitment shall be disregarded in the relevant calculations and (ii) when any Revolving Lender (or its applicable Affiliate) provides Ancillary Commitments under a certain Class of Revolving Credit Commitments, the Applicable Revolving Credit Percentage with respect to any Obligations outstanding under such Revolving Credit Commitments prior to the incurrence of the obligations under such Ancillary Facility shall be calculated without giving effect to the reduction in the Total Revolving Credit Commitments of such Class as a result of the incurrence of such Ancillary Commitment until (1) the end of the Interest Period then in effect or (2) the next Credit Extension with respect to Revolving Credit Commitments of such Class, at which point, the Applicable Revolving Credit Percentage shall be calculated after giving effect to the reduction in the Total Revolving Credit Commitments of such Class as a result of the incurrence of such Ancillary Commitment. In the event that (a) the Revolving Credit Commitments of any Class have expired or been terminated in accordance with the terms hereof (other than pursuant to Article 7), the Applicable Revolving Credit Percentage shall be recalculated without giving effect to the Revolving Credit Commitments of such Class or (b) the Revolving Credit Commitments of all Classes have terminated (or the Revolving Credit Commitments of any Class have terminated pursuant to Article 7), the Applicable Revolving Credit Percentage shall be determined based upon the Revolving Credit Commitments (or the Revolving Credit Commitments of such Class) most recently in effect, giving effect to any assignments thereof.

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“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 Jurisdiction” means the US, the Netherlands, Canada, Mexico, the United Kingdom and Germany and, in each case, any state, province, territory or other similar local unit therein.

“Arrangers” means BofA Securities, Inc., UBS Securities LLC, Barclays Bank PLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., RBC Capital Markets, MUFG Bank, Ltd., ▇▇▇▇▇ Fargo Securities, LLC, Fifth Third Bank, National Association, BMO Capital Markets Corp., BNP Paribas Securities Corp., Capital One, National Association, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and TD Securities (USA) LLC, in their respective capacities as joint lead arrangers and joint bookrunners hereunder.

“Assignment Agreement” means, collectively, each Assignment and Assumption and each Affiliated Lender Assignment and Assumption.

“Assignment and Assumption” means (a) an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.05), and accepted by the Administrative Agent in the form of Exhibit A-2 and/or (b) any other form approved by the Administrative Agent and the Borrower Representative.

“Available Amount” means, at any time, an amount equal to, without duplication:

(a) the sum of:

(i) the greater of $196,800,000 and 40% of Consolidated Adjusted EBITDA as of the end of the most recently ended Test Period; plus

(ii) an amount, not less than zero for any period, equal to the Retained Excess Cash Flow Amount (provided, that the Retained Excess Cash Flow Amount shall not be available for any Restricted Payment pursuant to Section 6.04(a)(iii)(A) or any Restricted Debt Payment pursuant to Section 6.04(b)(vi)(A), in each case, if an Event of Default under Sections 7.01(a), (f) or (g) exists at the time of declaration of such Restricted Payment); plus

(iii) (A) the amount of any capital contribution in respect of Qualified Capital Stock or the proceeds of any issuance of Qualified Capital Stock after the Closing Date (other than any amount (1) constituting a Cure Amount or an Available Excluded Contribution Amount, (2) received from Intermediate Dutch Holdings or any Restricted Subsidiary or (3) consisting of the proceeds of any loan or advance made pursuant to Section 6.06(h)(ii)) received or deemed to be received as Cash equity by Intermediate Dutch Holdings or any of its Restricted Subsidiaries, plus (B) the fair market value, as determined by the Borrower Representative in good faith, of Cash Equivalents, marketable securities or other property received or deemed to be received by Intermediate Dutch Holdings or any Restricted Subsidiary as a capital contribution in respect of Qualified Capital Stock or in return for any issuance of Qualified Capital Stock (other than any amount (1) constituting a Cure Amount or an Available Excluded Contribution Amount or (2) received from Intermediate Dutch Holdings or any Restricted Subsidiary), in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus

(iv) the aggregate principal amount of any Indebtedness (including any Disqualified Capital Stock), of Intermediate Dutch Holdings or any Restricted Subsidiary issued after the Closing Date (other than Indebtedness or such Disqualified Capital Stock issued to Intermediate Dutch Holdings or any Restricted Subsidiary), which has been converted into or exchanged for Capital Stock of Intermediate Dutch Holdings, any Restricted Subsidiary or any Parent Company

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that does not constitute Disqualified Capital Stock, together with the fair market value of any Cash Equivalents and the fair market value (as determined by the Borrower Representative in good faith) of any assets received by Intermediate Dutch Holdings or such Restricted Subsidiary upon such exchange or conversion, in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus

(v) the Net Proceeds received by Intermediate Dutch Holdings or any Restricted Subsidiary during the period from and including the day immediately following the Closing Date through and including such time in connection with the Disposition to any Person (other than Intermediate Dutch Holdings or any Restricted Subsidiary) of any Investment made pursuant to Section 6.06(r)(i); plus

(vi) to the extent not already reflected as a return of capital with respect to such Investment for the purposes of determining the amount of such Investment (pursuant to the definition thereof) the proceeds received (or deemed to be received) by Intermediate Dutch Holdings or any Restricted Subsidiary during the period from and including the day immediately following the Closing Date through and including such time in connection with cash returns, cash profits, cash distributions and similar cash amounts, including cash principal repayments and interest payments of loans, in each case, received in respect of any Investment made after the Closing Date pursuant to Section 6.06(r)(i); plus

(vii) an amount equal to the sum of (A) the amount of any Investment by Intermediate Dutch Holdings or any Restricted Subsidiary pursuant to Section 6.06(r)(i) in any Unrestricted Subsidiary or any other Person (other than Intermediate Dutch Holdings or any Restricted Subsidiary) that has been re-designated as or has become, as applicable, a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or is liquidated, wound up or dissolved into, Intermediate Dutch Holdings or any Restricted Subsidiary and (B) the fair market value (as determined by the Borrower Representative in good faith) of the assets (including cash or Cash Equivalents) of any Unrestricted Subsidiary or any other Person (other than Intermediate Dutch Holdings or any Restricted Subsidiary) that have been distributed, conveyed or otherwise transferred to Intermediate Dutch Holdings or any Restricted Subsidiary, in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus

(viii) to the extent not already included in the Retained Excess Cash Flow Amount the aggregate amount of any Cash dividend or other Cash distribution received (or deemed received) by Intermediate Dutch Holdings or any Restricted Subsidiary from any Unrestricted Subsidiary after the Closing Date; plus

(ix) the amount of any Declined Proceeds; plus

(x) the amount of any Retained Asset Sale Proceeds; plus

(xi) the fair market value of any First Lien Debt and/or Junior Lien Debt that has been contributed to Intermediate Dutch Holdings and/or any of its Restricted Subsidiaries in accordance with Section 9.05(g) (or any comparable provision under any definitive documentation governing such First Lien Debt and/or Junior Lien Debt, as applicable); plus

(xii) the aggregate face amount of any Indebtedness of Intermediate Dutch Holdings and/or any Restricted Subsidiary that is cancelled, released or otherwise terminated by virtue of the incurrence or assumption by any Unrestricted Subsidiary of any such Indebtedness, including by way of an “exchange” or similar transaction; minus

(b) an amount equal to the sum of (i) Restricted Payments made pursuant to Section 6.04(a)(iii)(A), plus (ii) Restricted Debt Payments made pursuant to Section 6.04(b)(vi)(A), plus (iii) Investments made pursuant to Section 6.06(r)(i), in each case, after the Closing Date and prior to such time or contemporaneously therewith.

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“Available Excluded Contribution Amount” means the aggregate amount of Cash or Cash Equivalents or the fair market value of other assets (as determined by the Borrower Representative in good faith, but excluding any Cure Amount and/or any Contribution Indebtedness Amount) received (or deemed received) by Intermediate Dutch Holdings or any of its Restricted Subsidiaries after the Closing Date from:

(a) contributions (or deemed contributions) of assets (including cash) in respect of Qualified Capital Stock of Intermediate Dutch Holdings (other than any amount received from any Restricted Subsidiary); and

(b) the sale or issuance of Qualified Capital Stock of Intermediate Dutch Holdings (other than (x) to any Restricted Subsidiary, (y) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or (z) with the proceeds of any loan or advance made pursuant to Section 6.06(h)(ii)),

in each case, designated by the Borrower Representative as an Available Excluded Contribution Amount on or promptly after the date on which the relevant capital contribution is made (or deemed to be made) or the relevant proceeds are received (or deemed to be received), as the case may be, and which are excluded from the calculation of the Available Amount.

“Available RP Capacity Amount” means, at any time, the aggregate amount of Restricted Payments that may be made at such time pursuant to Sections 6.04(a)(iii)(A), (x) and/or (xi).

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

“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 affiliate (other than through liquidation, administration or other insolvency proceedings).

“Banking Services” means each and any of the following services: commercial credit cards, stored value cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services), employee credit card programs, cash pooling services, supply chain and/or supplier financing services and any arrangement and/or service similar to any of the foregoing and/or otherwise in connection with Cash management and Deposit Accounts.

“Banking Services Obligations” means any and all obligations of any Loan Party, whether absolute or contingent and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under any arrangement (but excluding any arrangement documenting any Ancillary Facilities) in connection with Banking Services that is in effect on the Closing Date or entered into at any time on or after the Closing Date between any Loan Party and (a) a counterparty that is (or is an

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Affiliate of) the Administrative Agent, any Lender or any Arranger as of the Closing Date or at the time such arrangement is entered into and/or (b) any other Person designated by the Borrower Representative to the Administrative Agent, in each case of this clause (b), that have been designated to the Administrative Agent in writing by the Borrower Representative as being Banking Services Obligations; it being understood that in the case of the foregoing clauses (a) and (b), each such provider of Banking Services shall be deemed (A) to appoint the Administrative Agent as its agent under the applicable Loan Documents and (B) to agree to be bound by the provisions of Article 8, Section 9.03 and Section 9.10 and any applicable Intercreditor Agreement as if it were a Lender.

“Bankruptcy Code” means Title 11 of the United States Code (11 USC § 101 et seq.), as it has been, or may be, amended, from time to time.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

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

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

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

“Board” means the Board of Governors of the Federal Reserve System of the US.

“Borrower” and “Borrowers” means all or any of the Term Borrowers and Revolving Borrowers.

“Borrower Materials” has the meaning assigned to such term in Section 9.01(d).

“Borrower Representative” has the meaning assigned to such term in Section 2.26(a).

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

“Borrowing Request” means a request by the Applicable Borrower for a Borrowing in accordance with Section 2.03 and substantially in the form attached hereto as Exhibit B or such other form that is reasonably acceptable to the Administrative Agent and the Applicable Borrower.

“Burdensome Agreement” has the meaning assigned to such term in Section 6.05.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, the Netherlands, London, Frankfurt, or, solely in the case of the Tranche B-3 Terms Loans, Toronto, Ontario or Victoria, British Columbia are authorized or required by law to remain closed; provided that (x) when used in connection with Loans denominated in Canadian Dollars, in relation to the calculation or computation of ▇▇▇▇▇, the term “Business Day” shall also exclude any day on which commercial banks in Toronto are authorized or required by law to remain closed and (y) when used in connection with a LIBO Rate Loan, the term “Business Day” shall also exclude (i) any day that is not a US Government Securities Business Day, (ii) with respect to any LIBO Rate Loans denominated in Euros, any day which is not a TARGET Day and (iii) with respect to any LIBO Rate Loans denominated in any Alternate Currency (other than Canadian Dollars), any day on which banks are not open for dealings in deposits in such currency in the London interbank market.

“Business Material Adverse Effect” has the meaning assigned to such term in the Acquisition Agreement.

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“Business Optimization Initiative” has the meaning assigned to such term in the definition of “Consolidated Adjusted EBITDA”.

“Calculation Period” means an Excess Cash Flow Period or an Excess Cash Flow Interim Period, as applicable.

“Canadian Benchmark” means, initially, the Term ▇▇▇▇▇ Reference Rate; provided that solely if a Canadian Benchmark Transition Event has occurred with respect to the Term ▇▇▇▇▇ Reference Rate, Daily Simple ▇▇▇▇▇ or the then-current Canadian Benchmark, then “Canadian Benchmark” means the applicable Canadian Benchmark Replacement to the extent that such Canadian Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.14(e)(i).

“Canadian Benchmark Replacement” means, with respect to any Canadian Benchmark Transition Event,

(a) where a Canadian Benchmark Transition Event has occurred with respect to Term ▇▇▇▇▇ Reference Rate, Daily Simple ▇▇▇▇▇; and

(b) where a Canadian Benchmark Transition Event has occurred with respect to a Canadian Benchmark other than the Term ▇▇▇▇▇ Reference Rate, the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower Representative 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 to the then-current Canadian Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Canadian Benchmark Replacement Adjustment.

If the Canadian Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the 0.0%, the Canadian Benchmark Replacement will be deemed to be 0.0% for the purposes of this Agreement and the other Loan Documents.

Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Term ▇▇▇▇▇ Reelection Event, and the delivery of a Term ▇▇▇▇▇ Notice, on the applicable Canadian Benchmark Replacement Date the “Canadian Benchmark Replacement” shall revert to and shall be deemed to be the Term ▇▇▇▇▇ Reference Rate.

“Canadian Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Canadian Benchmark with a Canadian Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower Representative giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Canadian Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Canadian Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Canadian Benchmark Replacement Date” means a date and time determined by the Administrative Agent (in consultation with the Borrower Representative), which date shall be no later than the earliest to occur of the following events with respect to the then-current Canadian Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Canadian 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 Canadian Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Canadian Benchmark (or such component thereof);

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

(c) in the case of a Term ▇▇▇▇▇ Reelection Event, the date that is thirty days after the date a Term ▇▇▇▇▇ Notice (if any) is provided to the Lenders and the Borrowers pursuant to Section 2.14.

For the avoidance of doubt, the “Canadian Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Canadian Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Canadian Benchmark (or the published component used in the calculation thereof).

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

(a) a public statement or publication of information by or on behalf of the administrator of such Canadian 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 Canadian 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 Canadian Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof), the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Canadian Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Canadian Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Canadian Benchmark (or such component), which states that the administrator of such Canadian Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Canadian 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 Canadian Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Canadian Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

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

“Canadian Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Canadian Benchmark Replacement Date has occurred if, at such time, no Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14(e) and (b) ending at the time that a Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14(e).

“Canadian Dollars” or “C$” means the lawful currency of Canada.

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“Canadian Dollar Lenders” has the meaning assigned to such term in the Eighth Amendment.

“Canadian Prime Rate” means, for any day, a rate per annum equal to the highest of (a) the variable per annum rate of interest designated by the Administrative Agent (acting through its Canada branch) as its prime rate for commercial loans, as in effect from time to time, for Canadian Dollar loans in Canada, and (b) the rate of interest per annum that is equal to the sum of the 1-month Term ▇▇▇▇▇, plus 1.00% per annum; provided that in no event shall the Canadian Prime Rate be less than 0.00%.

“Canadian Unadjusted Benchmark Replacement” means the applicable Canadian Benchmark Replacement excluding the related Canadian Benchmark Replacement Adjustment.

“Capital Expenditures” means, with respect to Intermediate Dutch Holdings and its Restricted Subsidiaries for any period, the aggregate amount, without duplication, of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capital Leases) that would, in accordance with GAAP, are, or are required to be included as, capital expenditures on the consolidated statement of cash flows of Intermediate Dutch Holdings and its Restricted Subsidiaries for such period.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person; provided, that for the avoidance of doubt, the amount of obligations attributable to any Capital Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“Capital Stock” means any and all shares, account 115, interests, participations, preferred equity certificates, convertible preferred equity certificates or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding for the avoidance of doubt any Indebtedness convertible into or exchangeable for any of the foregoing.

“Captive Insurance Subsidiary” means any Restricted Subsidiary of Intermediate Dutch Holdings that is subject to regulation as an insurance company (or any Restricted Subsidiary thereof).

“Cash” means money, currency or a credit balance in any Deposit Account, in each case determined in accordance with GAAP.

“Cash Equivalents” means, as at any date of determination, (a) readily marketable securities (i) issued or directly and unconditionally guaranteed or insured as to interest and principal by the US government or (ii) issued by any agency or instrumentality of the US the obligations of which are backed by the full faith and credit of the US, in each case maturing within one year after such date and, in each case, repurchase agreements and reverse repurchase agreements relating thereto, (b) readily marketable direct obligations issued by any state of the US or any political subdivision of any such state or any public instrumentality thereof or by any foreign government, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P, at least P-2 from ▇▇▇▇▇’▇ or at least “A” from Fitch (or, if at any time neither S&P, ▇▇▇▇▇’▇ nor ▇▇▇▇▇ shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and, in each case, repurchase agreements and reverse repurchase agreements relating thereto, (c) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P, at least P-2 from ▇▇▇▇▇’▇ or at least “F2” from Fitch (or, if at any time neither S&P, ▇▇▇▇▇’▇ nor ▇▇▇▇▇ shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency), (d) deposits, money market deposits, time deposit accounts, certificates of deposit or bankers’ acceptances (or similar instruments) maturing within one year after such date and issued or accepted by any Lender or by any bank organized under, or authorized to operate as a bank under, the laws of the US, any state thereof or the District of Columbia or any political subdivision thereof or any foreign bank or its branches or agencies in each case organized under, or authorized to operate as bank under, the laws of any jurisdiction in which any subsidiary is organized or has operations and that has capital and surplus of not less than $100,000,000 and, in each case, repurchase agreements and reverse repurchase agreements relating thereto, (e) securities with maturities

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of six 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 $100,000,000, (f) shares of any investment fund that has (i) substantially all of its assets invested in the types of investments referred to in clauses (a) through (e) above, (ii) net assets of not less than $250,000,000 and (iii) a rating of at least A-2 from S&P, at least P-2 from ▇▇▇▇▇’▇ or at least “A” from Fitch (or, if at any time either S&P, ▇▇▇▇▇’▇ or ▇▇▇▇▇ are not rating such fund, an equivalent rating from another nationally recognized statistical rating agency) and (g) solely with respect to any Captive Insurance Subsidiary, any investment that such Captive Insurance Subsidiary is not prohibited to make in accordance with applicable law. “Cash Equivalents” shall also include (x) Investments of the type and maturity described in clauses (a) through (g) above of foreign obligors, which Investments or obligors (or the parent companies thereof) have the ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (y) other short-term Investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in Investments that are analogous to the Investments described in clauses (a) through (g) and in this paragraph.

“Change in Law” means (a) the adoption of any law, treaty, rule or regulation after the Closing Date, (b) any change in any law, treaty, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or such Issuing Bank or by such Lender’s or such Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date (other than any such request, guideline or directive to comply with any law, rule or regulation that was in effect on the Closing Date). For purposes of this definition and Section 2.15, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or US or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case described in clauses (a), (b) and (c) above, be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means the earliest to occur of:

(a) at any time prior to an IPO, the Permitted Holders ceasing to beneficially own, either directly or indirectly (within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act), Capital Stock representing more than 50% of the total voting power of all of the outstanding voting common stock of Holdings;

(b) at any time on or after an IPO, a Responsible Officer of the Borrower Representative becomes aware of the acquisition by any Person or group (as used in this definition, within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) (including any group acting for the purpose of acquiring, holding or disposing of Securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), but excluding (i) any employee benefit plan and/or Person acting as the trustee, agent or other fiduciary or administrator therefor, (ii) one or more Permitted Holders and (iii) any underwriter in connection with any IPO), of voting common stock representing more than (A) 35% of the total voting power of all of the outstanding voting common stock of a Specified IPO Entity and (B) the percentage of the total voting power of all of the outstanding voting common stock of a Specified IPO Entity owned, directly or indirectly, beneficially by the Permitted Holders;

(c) after the Closing Date and prior to the consummation of any IPO, (i) Intermediate Dutch Holdings ceasing to be a direct or indirect Wholly-Owned Subsidiary of Holdings, (ii) US Top Borrower ceases to be a direct or indirect Wholly-Owned Subsidiary of Intermediate Dutch Holdings, (iii) Dutch Borrower ceases to be a direct or indirect Wholly-Owned Subsidiary of Intermediate Dutch Holdings and/or (iv) US Borrower ceases to be a direct or indirect Wholly-Owned Subsidiary of US Top Borrower.

For purposes of this definition, (1) a Person or group shall not be deemed to beneficially own Capital Stock or voting power subject to a stock or asset purchase agreement, merger agreement or similar agreement (or voting or similar agreement related thereto) until the consummation of the acquisition of the Capital Stock or voting power pursuant to the transactions contemplated by such agreement, (2) if any group includes one or more Permitted Holders, the issued and outstanding Capital Stock of the relevant Person that are directly or indirectly owned by the

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Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of this definition, (3) a Person or group will not be deemed to beneficially own the Capital Stock of another Person as a result of its ownership of the Capital Stock or other securities of such other Person’s parent company (or any related contractual right) unless it beneficially owns or controls 50% or more of the total voting power of the Capital Stock entitled to vote for the election of directors of such Person’s parent company having a majority of the aggregate votes on the board of directors (or equivalent governing body) of such Person’s parent company and (4) it is understood and agreed that any transaction resulting in a Successor Borrower or Successor Holdings in accordance with the terms hereof shall not give rise to a Change of Control.

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

“Charged Amounts” has the meaning assigned to such term in Section 9.19.

“Class”, when used with respect to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Tranche B-1 Term Loans, Tranche B-2 Term Loans, Tranche B-3 Term Loans, 2021 Repricing Dollar Term Loans, 2021 Repricing Euro Term Loans, 2023 Incremental Dollar Term Loans, Seventh Amendment Euro Incremental Term Loans, Ninth Amendment Dollar Refinancing Term Loans, Ninth Amendment Euro Refinancing Term Loans, Eleventh Amendment Dollar Refinancing Term Loans, Eleventh Amendment Euro Refinancing Term Loans, Additional Term Loans of any series established as a separate “Class” pursuant to Section 2.22, 2.23 and/or 9.02(c)(i), Initial Revolving Loans, EighthTwelfth Amendment Revolving Loans, Additional Revolving Loans of any series established as a separate “Class” pursuant to Section 2.22, 2.23 and/or 9.02(c)(ii) or Swingline Loans, (b) any Commitment, refers to whether such Commitment is a Tranche B-1 Commitment, a Tranche B-2 Commitment, a Tranche B-3 Commitment, a Fifth Amendment Dollar Incremental Term Loan Commitment, a Seventh Amendment Dollar Incremental Term Loan Commitment, a Seventh Amendment Euro Incremental Term Loan Commitment, an Additional Term Loan Commitment of any series established as a separate “Class” pursuant to Section 2.22, 2.23 and/or 9.02(c)(i), an Initial Revolving Credit Commitment, an Eightha Twelfth Amendment Revolving Commitment, an Additional Revolving Credit Commitment of any series established as a separate “Class” pursuant to Section 2.22, 2.23 and/or 9.02(c)(ii) or a commitment to make Swingline Loans, (c) any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class and (d) any Revolving Credit Exposure, refers to whether such Revolving Credit Exposure is attributable to a Revolving Credit Commitment of a particular Class. For the avoidance of doubt, the Fifth Amendment Dollar Incremental Term Loans and the Seventh Amendment Dollar Incremental Term Loans constitute a single Class for purposes of this Agreement and the other Loan Documents.

“Closing Date” means March 5, 2021, the date on which the conditions specified in Section 4.01 were satisfied (or waived in accordance with Section 9.02), it being understood and agreed that the consummation of each Potential Subsequent Acquisition, if any, shall not be a condition to the occurrence of the Closing Date.

“Closing Date Acquisition” has the meaning assigned to such term in the recitals to this Agreement and includes the Closing US Merger.

“Closing Date Material Adverse Effect” has the meaning assigned to the term “Business Material Adverse Effect” in the Acquisition Agreement, as in effect on October 31, 2020 and giving effect to any amendment, waiver or consent permitted under Section 4.01(l).

“Closing Date Releases” has the meaning assigned to such term in the recitals to this Agreement.

“Closing US Merger” has the meaning assigned to such term in the recitals to this Agreement.

“CME” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator reasonably satisfactory to the Administrative Agent and the Borrower Representative).

“Code” means the Internal Revenue Code of 1986.

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“Collateral” means any and all property of any Loan Party subject (or purported to be subject) to a Lien under any Collateral Document and any and all other property of any Loan Party, now existing or hereafter acquired, that is or becomes subject (or purported to be subject) to a Lien pursuant to any Collateral Document to secure the Secured Obligations. For the avoidance of doubt, in no event shall “Collateral” include any Excluded Asset.

“Collateral Agent” means, the US Collateral Agent or the Non-US Collateral Agent, as the context may require, and “Collateral Agents” means the US Collateral Agent and the Non-US Collateral Agent, collectively.

“Collateral and Guarantee Requirement” means, at any time, subject, in all cases, to (x) the applicable limitations set forth in this Agreement and/or any other Loan Document, (including the Agreed Security Principles, the terms of the last paragraph of Section 4.01 and the terms of any applicable Intercreditor Agreement) and (y) the time periods (and extensions thereof) set forth in Section 5.12 and/or Section 5.15, as applicable, the requirement that:

(a) on the Closing Date:

(i) in the case of any Domestic Subsidiary (including the US Top Borrower and the US Borrower), the US Collateral Agent shall have received (A) each applicable Collateral Document and the Loan Guaranty, duly executed by each Domestic Subsidiary party thereto, (B) a pledge of all of the Capital Stock (together, in the case of Capital Stock that is certificated, with undated stock or similar powers for each such certificate executed in blank by a Responsible Officer of the pledgor thereof), listed on Schedule 3 to the Perfection Certificate, (C) each Material Debt Instrument listed on Schedule 4 to the Perfection Certificate, endorsed (without recourse) in blank or accompanied by executed transfer form in blank by the pledgor thereof; and

(ii) in the case of Holdings, Intermediate Dutch Holdings and the Dutch Borrower, the Non-US Collateral Agent shall have received (A) each applicable Collateral Document and the Loan Guaranty, duly executed by Holdings, Intermediate Dutch Holdings and the Dutch Borrower, (B) a pledge of all of the Capital Stock of (w) Intermediate Dutch Holdings by Holdings, (x) the Dutch Borrower by Intermediate Dutch Holdings, (y) US Top Borrower by Intermediate Dutch Holdings and (z) the Swiss Target by the Dutch Borrower and any other document customary under local Requirements of Law, (C) a pledge by Intermediate Dutch Holdings and the Dutch Borrower of any Deposit Account maintained by such Person in the Netherlands and (D) a pledge by Intermediate Dutch Holdings and the Dutch Borrower any Material Dutch Intercompany Receivables of such Person;

(b) after the Closing Date, in the case of any Restricted Subsidiary that is required to become (or otherwise becomes) a Loan Party after the Closing Date, the applicable Collateral Agent shall have received:

(i) in the case of any Domestic Subsidiary (other than any Discretionary Guarantor), (A) a Joinder Agreement, (B) if the respective Restricted Subsidiary required to comply with the requirements set forth in this definition pursuant to Section 5.12 owns registrations of or applications for US Patents, Trademarks and/or Copyrights that constitute Collateral, an Intellectual Property Security Agreement, (C) a completed Perfection Certificate, (D) Uniform Commercial Code financing statements in appropriate form for filing in such jurisdictions as the US Collateral Agent may reasonably request, (E) an executed joinder to each applicable Intercreditor Agreement in substantially the form attached as an exhibit thereto or such other form to which the US Collateral Agent may reasonably agree and (F) each item of Collateral that such Restricted Subsidiary is required to deliver under Section 4.02 of the US Security Agreement (which, for the avoidance of doubt, shall be delivered within the time periods set forth in Section 5.12(a));

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(ii) in the case of any Dutch Subsidiary (other than any Discretionary Guarantor), (A) a Joinder Agreement and (B) such security agreement as may be required to confer on the Non-US Collateral Agent security over (1) the Capital Stock of any first tier Restricted Subsidiary of such Dutch Subsidiary (other than any Excluded Subsidiary), (2) any Deposit Account maintained by such Person in the Netherlands and (3) any Material Dutch Intercompany Receivables (which, for the avoidance of doubt, shall be delivered within the time periods set forth in Section 5.12(a));

(iii) in the case of the Swiss Target and any Swiss Subsidiary (other than any Discretionary Guarantor), (A) a Joinder Agreement and (B) such security agreement as may be required to confer on the Non-US Collateral Agent security over (1) the Capital Stock of any first tier Restricted Subsidiary of such Person (other than any Excluded Subsidiary), (2) any Deposit Account maintained by such Person in Switzerland and (3) any Material Swiss Intercompany Receivable (which, for the avoidance of doubt, shall be delivered within the time periods set forth in Section 5.12(a));

(iv) in the case of any German Subsidiary (other than any Discretionary Guarantor), (A) a Joinder Agreement and (B) such security agreement as may be required to confer on the Non-US Collateral Agent security over (1) the Capital Stock of any first tier Restricted Subsidiary of such Person (other than any Excluded Subsidiary), (2) any Deposit Account maintained by such Person in Germany and (3) any Material German Intercompany Receivable (which, for the avoidance of doubt, shall be delivered within the time periods set forth in Section 5.12(a));

(v) (A) in the case of Acceleratio, (1) a Joinder Agreement and (2) such security agreement as may be required to confer on the Non-US Collateral Agent security over the Capital Stock of any first tier Restricted Subsidiary of such Person that is a Specified German Loan Party (other than any Excluded Subsidiary) (which, for the avoidance of doubt, shall be delivered within the time periods set forth in Section 5.12(a)); and

(vi) in the case of any subsidiary that has been designated as a Discretionary Guarantor (A) with respect to any such subsidiary that is a US Subsidiary, the documents described in clause (b)(i) above, (B) with respect to any such subsidiary that is a Dutch Subsidiary, the documents described in clause (b)(ii) above, (C) with respect to any such subsidiary that is a Swiss Subsidiary, the documents described in clause (b)(iii) above, (D) with respect to any such subsidiary that is a German Subsidiary, the documents described in clause (b)(iv) above and (E) with respect to any such subsidiary that is a Foreign Subsidiary (other than a Dutch Subsidiary, Swiss Subsidiary or German Subsidiary), (1) a Joinder Agreement and (2) such other documentation relating to such categories of assets (other than Excluded Assets) as the Borrower Representative and the applicable Collateral Agent may reasonably agree;

(c) with respect to any Material Real Estate Asset acquired after the Closing Date the US Collateral Agent shall have received:

(i) (A) evidence that (1) a counterpart of a Mortgage with respect to such Material Real Estate Asset has been duly executed, acknowledged and delivered by the relevant Loan Party and such Mortgage and, to the extent the same does not serve as a fixture filing in the relevant jurisdiction, any corresponding UCC or equivalent fixture filing, each in form suitable for filing or recording in all filing or recording offices that the US Collateral Agent may reasonably deem necessary in order to create a valid and subsisting Lien on such Material Real Estate Asset in favor of the US Collateral Agent for the benefit of the Secured Parties, (2) such Mortgage and any corresponding UCC or equivalent fixture filings have been duly recorded or filed or delivered for recordation or filing, as applicable and (3) all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the US Collateral Agent and (B) a Flood Certificate; and

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(ii) customary legal opinions of local counsel for the relevant Loan Party or the US Collateral Agent (in accordance with customary practice in the relevant jurisdiction) in the jurisdiction in which such Material Real Estate Asset is located, and if applicable, in the jurisdiction of formation of the relevant Loan Party, in each case as the US Collateral Agent may reasonably request.

Notwithstanding any provision of any Loan Document to the contrary, (a) if any mortgage tax or similar tax or charge is or will be owed on the entire amount of the Obligations evidenced hereby, 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 Obligations allocated to the applicable Material Real Estate Asset and (y) the fair market value of the applicable Material Real Estate Asset at the time the Mortgage is entered into and determined in a manner reasonably acceptable to the US Collateral Agent and the Borrower Representative, which in the case of clause (y) will result in a limitation of the Obligations secured by the Mortgage to such amount and (b) no Loan Party will be required to procure title insurance or any survey with respect to any Mortgaged Property. For the avoidance of doubt, Holdings and its subsidiaries shall not be required pursuant to this Agreement or any other Loan Document to comply with a “collateral coverage”, “guarantor coverage” or similar requirement.

“Collateral Documents” means, collectively, (a) each Security Agreement, (b) each Mortgage, (c) each Intellectual Property Security Agreement, (d) any supplement to any of the foregoing delivered to the applicable Collateral Agent pursuant to the definition of “Collateral and Guarantee Requirement”, (e) the Perfection Certificate (including any Perfection Certificate delivered to the Collateral Agents pursuant to the definition of “Collateral and Guarantee Requirement”) and (f) each of the other instruments and documents pursuant to which any Loan Party grants (or purports to grant) a Lien on any Collateral as security for payment of the Secured Obligations.

“Commercial Letter of Credit” means any Letter of Credit issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by Intermediate Dutch Holdings or any of its subsidiaries in the ordinary course of business of such Person.

“Commercial Tort Claim” has the meaning set forth in Article 9 of the UCC.

“Commitment” means, with respect to each Lender, such Lender’s Initial Term Loan Commitment, Fifth Amendment Dollar Incremental Term Loan Commitment, Seventh Amendment Incremental Term Loan Commitment, Initial Revolving Credit Commitment, EighthTwelfth Amendment Revolving Commitment and Additional Commitment, as applicable, in effect as of such time.

“Commitment Fee Rate” means, on any date (a) with respect to the Initial Revolving Credit Commitments and the EighthTwelfth Amendment Revolving Commitments, the applicable rate per annum set forth below based upon the First Lien Net Leverage Ratio; provided, that until the first Adjustment Date following the completion of at least one full Fiscal Quarter after the ClosingTwelfth Amendment Effective Date, “Commitment Fee Rate” shall be the applicable rate per annum set forth below in Category 1 and (b) with respect to Additional Revolving Credit Commitments of any Class, the rate or rates per annum specified in the applicable Refinancing Amendment, Incremental Facility Amendment or Extension Amendment:

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The Commitment Fee Rate with respect to the Initial Revolving Credit Commitment and the EighthTwelfth Amendment Revolving Commitment shall be adjusted quarterly on a prospective basis on each Adjustment Date based upon the First Lien Net Leverage Ratio in accordance with the table set forth above; provided that if financial statements are not delivered when required pursuant to Section 5.01(a) or (b), as applicable, at the election of the Required Revolving Lenders, the Commitment Fee Rate shall be the rate per annum set forth above in Category 1 until such financial statements are delivered in compliance with Section 5.01(a) or (b), as applicable.

“Commitment Schedule” means the Schedule attached hereto as Schedule 1.01(a).

“Commodity Exchange Act” means the Commodity Exchange Act (7 USC. § 1 et seq.).

“Company Competitor” means any competitor of Holdings, any Borrower and/or any of its or their subsidiaries (including the Target and/or any of its subsidiaries).

“Competitor Debt Fund Affiliate” means, with respect to any Company Competitor or any Affiliate thereof, any debt fund, investment vehicle, regulated bank entity or unregulated lending entity (in each case, other than any Disqualified Lending Institution or any Excluded Party) that is (a) 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 (but not with a view towards owning the borrower or issuer of any such loan or similar extension of credit) and (b) managed, sponsored or advised by any person that is controlling, controlled by or under common control with the relevant Company Competitor or Affiliate thereof, but only to the extent that no personnel involved with the investment in the relevant Company Competitor or its Affiliates, or the management, control or operation thereof, (i) makes (or has the right to make or participate with others in making) investment decisions on behalf of, or otherwise cause the direction of the investment policies of, such debt fund, investment vehicle, regulated bank entity or unregulated entity or (ii) has access to any information (other than information that is publicly available) relating to Holdings, Intermediate Dutch Holdings, any Borrower and/or any entity that forms part of their respective businesses (including any of their respective subsidiaries).

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit D or such other form to which the Borrower Representative and the Administrative Agent may reasonably agree.

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

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

“Consolidated Adjusted EBITDA” means, with respect to any Person on a consolidated basis for any period, the sum of:

(a) Consolidated Net Income for such period; plus

(b) to the extent not otherwise included in the determination of Consolidated Net Income for such period, the amount of any proceeds of any business interruption insurance policy (whether or not then received so long as such Person in good faith expects to receive such proceeds); plus

(c) without duplication, those amounts which, in the determination of Consolidated Net Income for such period, have been deducted for:

(i) Consolidated Interest Expense; plus

(ii) losses or discounts on sales of receivables and related assets in connection with any Receivables Facility; plus

(iii) Taxes paid and any provision for Taxes, including income, capital, federal, provincial, state, franchise, excise, value added and similar Taxes, property Taxes, foreign withholding Taxes and foreign unreimbursed value added Taxes (including penalties and interest related to any such Tax or arising from any Tax examination, and including pursuant to any Tax sharing arrangement or as a result of any intercompany distribution) of such Person paid or accrued during such period; plus

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(iv) (A) all depreciation and amortization (including, without limitation, amortization of goodwill, software and other intangible assets), (B) all impairment Charges, including any bad debt expense, and (C) all asset write-offs and/or write-downs, including any amortization or write-off of (1) intangible assets and non-cash organization costs, (2) deferred financing and debt issuance fees, costs and expenses, (3) capitalized expenditures (including capitalized software expenditures), customer acquisition costs and incentive payments, (4) media development costs, conversion costs and contract acquisition costs, (5) the amortization of original issue discount resulting from the issuance or incurrence of Indebtedness at less than par, (6) the amortization of favorable or unfavorable lease assets or liabilities and/or (7) capitalized fees relating to any Receivables Facility; plus

(v) any earn-out and/or contingent consideration obligation (including those accounted for as bonuses, compensation or otherwise) and any adjustment thereof incurred in connection with the Transactions and/or any acquisition and/or other Investment (whether or not consummated) which is paid or accrued during such period and, in each case, adjustments thereof; plus

(vi) any non-cash Charge, including the excess of GAAP rent expense over actual cash rent paid during such period due to the use of straight line rent for GAAP purposes (provided, that to the extent that any such non-cash Charge represents an accrual or reserve for any potential cash item in any future period, (A) such Person may elect not to add back such non-cash Charge in the current period and (B) to the extent such Person elects to add back such non-cash Charge in the current period, the cash payment in respect thereof in such future period shall not be added back to Consolidated Adjusted EBITDA to such extent); plus

(vii) any non-cash compensation Charge and/or any other non-cash Charge arising from the granting of any stock option or similar arrangement (including any profits interest), the granting of any stock appreciation right and/or similar arrangement (including any repricing, amendment, modification, substitution or change of any such stock option, stock appreciation right, profits interest or similar arrangement); plus

(viii) (A) Transaction Costs, (B) any Charge incurred in connection with any transaction (in each case, whether or not consummated and whether or not permitted under this Agreement), including (1) any issuance and/or incurrence of Indebtedness (including any Charge that would constitute a Public Company Cost), any Receivables Facility (including commissions, discounts, yield, interest expense and similar fees and charges relating thereto) and/or any issuance and/or offering of Capital Stock (including, in each case, by any Parent Company), any acquisition or other Investment, any Disposition, any recapitalization, any merger, consolidation or amalgamation, any option buyout or any repayment, redemption, refinancing, amendment or modification of Indebtedness (including any amortization or write-off of debt issuance or deferred financing costs, premiums and prepayment penalties) or any similar transaction, (2) in connection with any IPO (whether or not consummated), including any Charge that would constitute a Public Company Cost and/or (3) equipment leases and/or equipment financings, (C) the amount of any Charge that is actually reimbursed or reimbursable by any third party pursuant to any indemnification or reimbursement provision or similar agreement (including any purchase price adjustment) or insurance; provided that in respect of any Charge that is added back in reliance on this clause (C), the relevant Person in good faith expects to receive reimbursement for such Charge and/or (D) Public Company Costs; plus

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(ix) any Charge or deduction that is associated with any Restricted Subsidiary and attributable to any non-controlling interest and/or minority interest of any third party; plus (x) without duplication of any amount referred to in clause (b) above, the amount of (A) any Charge to the extent that a corresponding amount is received in cash by such Person from a Person other than such Person or any Restricted Subsidiary of such Person under any agreement providing for reimbursement of such Charge or (B) any Charge with respect to any liability or casualty event, business interruption or any product recall, (i) so long as such Person has submitted in good faith, and reasonably expects to receive payment in connection with, a claim for reimbursement of such amounts under its relevant insurance policy or (ii) without duplication of any amount included in a prior period under clause (B)(i) above, to the extent such Charge is covered by insurance proceeds received in cash during such period (it being understood that if the amount received in cash under any such agreement in any period exceeds the amount of any Charge paid during such period such excess amounts received may be carried forward and applied against any Charge in any future period); plus

(xi) (A) the amount of management, monitoring, consulting, transaction and advisory fees and related indemnities and/or expenses (including reimbursements) pursuant to any sponsor management agreement (including prior to the Closing Date) and any payment made to any Investor (and/or its Affiliates or management companies) for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities and/or payments to outside directors of any Borrower, Intermediate Dutch Holdings or any Parent Company actually paid by or on behalf of, or accrued by, such Person or any of its subsidiaries; provided, that such payment is permitted under this Agreement and (B) to the extent the relevant payment is permitted hereunder, the amount of any payment to any holder of any option in respect of the Capital Stock of any Borrower, Intermediate Dutch Holdings and/or any Parent Company in lieu of a Restricted Payment, which payment is made to compensate such optionholder as if it was an equity holder at the time of the relevant Restricted Payment; plus

(xii) any Charge attributable to the undertaking and/or implementation of new initiatives, business optimization activities, cost savings initiatives, cost rationalization programs, operating improvements and/or expense reductions and/or synergies and/or similar initiatives and/or programs (including in connection with any integration, operational improvement, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any facility opening and/or pre-opening), any inventory optimization program and/or any curtailment, any business optimization Charge, any Charge relating to the destruction of equipment, any restructuring and/or integration Charge (including any Charge relating to any Tax restructuring), any Charge relating to the closure or consolidation of any facility (including but not limited to rent termination costs, moving costs and legal costs), any systems implementation Charge, any severance Charge, any Charge relating to any strategic initiative, any signing Charge, any Charge relating to any retention or completion bonus, any expansion and/or relocation Charge, any Charge associated with any modification to any pension or post-retirement employee benefit plan, any software or intellectual property development Charge, any Charge associated with system design, update and/or establishment, any upgrade Charge, any platform optimization Charge, any new system implementation Charge, any startup and/or expansion Charge (including administrative, overhead, staffing and related costs and expenses), any Charge in connection with new and/or expanded operations, any Charge in connection with unused warehouse space, any Charge relating to a new contract, any consulting Charge, or any corporate development Charge, any Charge incurred in connection with software, product and/or intellectual property development, any Charge relating to any distribution network and/or sales channel, any Charge in connection with any exit from, wind down or termination of any line of business, any Charge related to any customer dispute and/or any Charge in connection with the implementation, replacement, development or upgrade of any operational, reporting and/or information technology system and/or technology initiative; plus

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(xiii) any Charge incurred or accrued in connection with any single or one-time event, including in connection with (A) the Acquisition (whether incurred or accrued on or after the Closing Date), any acquisition or similar Investment consummated after the Closing Date, (B) the closing, consolidation, opening or reconfiguration of any facility during such period (C) any restructuring Charge and/or (D) one-time consulting costs or expenses; plus

(xiv) any Charge relating to entry into a new market or the sale of products in new locations (including, without limitation, start-up costs, slotting fees (including in connection with the buyout of existing merchandise), new fixture freight 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 and all of the foregoing); plus

(xv) any other add-back, adjustment and/or exclusion of the type reflected in (i) the Financial Model, (ii) the Target Quality of Earnings Report, (iii) the Cost Outs Report and/or (iv) any other quality of earnings report prepared by any independent registered public accountant of recognized national standing or any other accounting firm reasonably acceptable to the Administrative Agent, in each case, delivered to the Administrative Agent (including, for the avoidance of doubt, in connection with any acquisition or similar investment after the Closing Date) (a “Future Quality of Earnings Report”) (this clause (c)(xv), the “QofE Adjustment”); plus

(d) to the extent not included in Consolidated Net Income for such period, cash actually received (or any netting arrangement resulting in reduced cash expenditures) during such period in respect of any non-cash income or gain that was deducted in the calculation of Consolidated Adjusted EBITDA (including any component definition) for any previous period and not added back; plus

(e) the full pro forma “run rate” expected cost savings, operating expense reductions, operational improvements, business optimization, restructuring and cost synergies (collectively, “Run-Rate Synergies”) (net of the amount of actual amounts realized) that are reasonably identifiable (in the good faith determination of such Person) related to (A) the Transactions, (B) any asset sale, merger or other business combination, Investment, Disposition, operating improvement, expense reduction, restructuring, cost savings initiative and/or any initiative similar to any of the foregoing (including the entry into or renegotiation of any contract and/or other arrangement (including any such contract and/or other arrangement in respect of which binding commitments have been provided)) and/or specified transaction (each, a “Business Optimization Initiative”), in each case, consummated or implemented prior to or on the Closing Date and (C) any Business Optimization Initiative consummated, implemented or expected to be consummated or implemented after the Closing Date; provided that, with respect to clause (C), the relevant action resulting in (or substantial steps towards the relevant action that would result in) such Run-Rate Synergies must either be taken or expected to be taken within 36 months following the applicable date of determination (this clause (e), the “Run Rate Adjustment”); plus

(f) to the extent not otherwise included in calculating Consolidated Net Income, the amount of any distribution received by such Person from any Unrestricted Subsidiary; plus

(g) pro forma “run-rate” adjustments in an amount of any incremental contract value (if positive) of the relevant Person and its Restricted Subsidiaries that such Person in good faith reasonably believes would have been or will be realized or achieved as a contribution to Consolidated Adjusted EBITDA from (1) any increased pricing or volume initiative and/or (2) the entry into (and performance under) (i) any binding and effective new agreement with any new customer and/or (ii) if the same generates incremental contract value, any new agreement (or any amendment to any existing agreement) with any existing customer (collectively clauses (1) and (2), “New Contracts”) during the relevant period if the relevant New Contract had been effective and performance thereunder had commenced as of the beginning of the relevant period (which incremental contract value shall be calculated on a pro forma basis as though the full run rate effect of such incremental contract value had been realized as a contribution to Consolidated Adjusted EBITDA on the first day of such period), including, without limitation, such incremental contract value attributable to any New Contract that is in excess of (but without duplication of) the contract value attributable to any New Contract that has been actually realized as a contribution to Consolidated Adjusted EBITDA during such period; minus

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(h) any amount which, in the determination of Consolidated Net Income for such period, has been added for any non-cash income or non-cash gain, all as determined in accordance with GAAP; provided that if any non-cash income or non-cash gain represents an accrual or deferred income in respect of potential cash items in any future period, such Person may determine not to deduct the relevant non-cash gain or income in the then-current period; minus

(i) the amount of any cash payment made during such period in respect of any non-cash accrual, reserve or other non-cash Charge that (A) is accounted for in a prior period, (B) was added to Consolidated Net Income to determine Consolidated Adjusted EBITDA for such prior period and (C) does not otherwise reduce Consolidated Net Income for the current period.

Notwithstanding anything to the contrary herein, it is agreed that for the purpose of calculating the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio and/or the amount of any basket based on a percentage of Consolidated Adjusted EBITDA for any period that includes any Fiscal Quarter listed in the table set forth below, Consolidated Adjusted EBITDA for any Fiscal Quarter referenced in the table below shall be deemed to be the sum of (i) the amount set forth opposite such Fiscal Quarter in the table set forth below (which amount for each such Fiscal Quarter does not include adjustments in respect of any Specified EBITDA Adjustments and/or the Run Rate Adjustment) and (ii) each Specified EBITDA Adjustment and the Run Rate Adjustment for such Fiscal Quarter (in each case, as determined by the Borrower Representative in accordance with the definitions thereof), in each case, as adjusted on a Pro Forma Basis; provided, that the Borrower Representative may elect not to calculate any Specified EBITDA Adjustment the QofE Adjustment and/or the Run Rate Adjustment on a quarterly basis and add such adjustment as described in clause (ii) above and instead calculate and apply such Specified EBITDA Adjustment QofE Adjustment and/or such Run Rate Adjustment for the four fiscal quarter period comprising the applicable Test Period. It is understood and agreed for the avoidance of doubt that the “deemed” Consolidated Adjusted EBITDA numbers set forth in this paragraph (including the table set forth below ) shall not reduce the amount available under any cap set forth in this definition of “Consolidated Adjusted EBITDA”.

“Consolidated First Lien Debt” means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a Lien on substantially all of the Collateral on a first priority basis.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of (a) consolidated total interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized, (including, without limitation and without duplication, amortization of any debt issuance cost, original issue discount, any premium paid to obtain payment, financial assurance or similar bonds, any interest capitalized during construction, any non-cash interest payment, the interest component of any deferred payment obligation, the interest component of any payment under any Capital Lease (regardless of whether accounted for as interest expense under GAAP), any commission, discount and/or other fee or charge owed with respect to any letter of credit and/or bankers’ acceptance, any fee and/or expense paid to the Administrative Agent in connection with its services hereunder, any other bank, administrative agency (or trustee) and/or financing fee, to the extent not otherwise included in consolidated total interest expense, customary commissions, discounts, yield and other fees and charges (including interest expense) relating to any Receivables Facility and any cost associated with any surety bond in connection with financing activities (whether amortized or immediately expensed)) plus (b) any

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cash dividend paid or payable in respect of Disqualified Capital Stock during such period other than to such Person or any Restricted Subsidiary of such Person, plus (c) any net losses or obligations arising from any Hedge Agreement and/or other derivative financial instrument issued by such Person for the benefit of such Person or its subsidiaries, in each case, determined on a consolidated basis for such period. For purposes of this definition, interest in respect of any Capital Lease shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capital Lease in accordance with GAAP.

“Consolidated Net Income” means, in respect of any period and as determined for any Person (the “Subject Person”) on a consolidated basis, an amount equal to the sum of net income, determined in accordance with GAAP, but excluding:

(a) (i) the income of any Person (other than the Subject Person or a Restricted Subsidiary of the Subject Person) in which any other Person (other than the Subject Person or any Restricted Subsidiary of the Subject Person) has a joint interest, except to the extent of the amount of dividends, distributions or other payments (including any ordinary course dividend, distribution or other payment) paid in cash (or to the extent converted into cash) to the Subject Person or any of its Restricted Subsidiaries by such Person during such period and (ii) the loss of any Person (other than the Subject Person or a Restricted Subsidiary of the Subject Person (or a Person who, if a subsidiary of the Subject Person, would be a Restricted Subsidiary of the Subject Person)) in which any other Person (other than the Subject Person or any of its Restricted Subsidiaries) has a joint interest, other than to the extent that the Subject Person or any of its Restricted Subsidiaries has contributed Cash or Cash Equivalents to such Person in respect of such loss during such period;

(b) any gain or Charge attributable to any asset Dispositions (including asset retirement costs and including any abandonment of assets) or of returned surplus assets outside the ordinary course of business;

(c) (i) any Charge from (A) any extraordinary item (as determined in good faith by such Person) and/or (B) any unusual, non-recurring, infrequent and/or exceptional item (as determined in good faith by such Person) and/or (ii) any Charge attributable to and/or payment of any legal settlement, fine, judgment or order;

(d) any net gain or Charge with respect to, or in connection with, (i) any disposed, abandoned, divested and/or discontinued asset, property or operation and/or discontinued operation (other than, at the option of such Person, any gain or Charge relating to any asset, property or operation held for sale or pending the divestiture and/or termination thereof), (ii) any disposal, abandonment, divestiture and/or discontinuation of any asset, property or operation outside the ordinary course of business (including any asset retirement cost) (other than, at the option of such Person, any gain or Charge relating to assets or properties held for sale or pending the divestiture or termination thereof) and/or (iii) any facility that has been closed during such period;

(e) (i) any write-off or amortization made of any deferred financing cost and/or premium paid and (ii) any Charge attributable to the early extinguishment of Indebtedness (and the termination of any associated Hedge Agreement);

(f) (i) any Charge incurred as a result of, pursuant to or in connection with any management equity plan, bonus or other incentive plan, profits interest plan or stock option plan or any other management or employee benefit plan or agreement, pension plan or other long-term or post-employment plan (including any post-employment benefit scheme which has been agreed to with the relevant pension trustee), any stock subscription or shareholder agreement, any employee benefit trust, any employment benefit scheme or any similar equity plan or agreement (including any deferred compensation arrangement) and (ii) any Charge incurred in connection with the rollover, acceleration or payout of Capital Stock held by management; provided, that, in the case of clause (ii), to the extent that any such Charge is a cash charge, such Charge shall only be excluded to the extent the same is funded with net cash proceeds contributed to relevant Person as a capital contribution or as a result of the sale or issuance of Qualified Capital Stock;

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(g) any Charge that is established, adjusted and/or incurred, as applicable, (i) within 12 months after the Closing Date that is required to be established, adjusted or incurred, as applicable, as a result of the Transactions in accordance with GAAP, (ii) within 12 months after the closing of any other acquisition or similar Investment (including any Potential Subsequent Acquisition) that is required to be established, adjusted or incurred, as applicable, as a result of such acquisition in accordance with GAAP or (iii) as a result of any change in, or the adoption or modification of, accounting principles and/or policies in accordance with GAAP;

(h) (i) the effects of adjustments (including the effects of such adjustments pushed down to the relevant Person and its subsidiaries) in component amounts required or permitted by GAAP (including in the inventory, property and equipment, leases, rights fee arrangements, software, goodwill, intangible assets, in-process research and development, deferred revenue, advanced billing and debt line items thereof), resulting from the application of purchase accounting, recapitalization accounting and/or acquisition method accounting, as applicable, in relation to the Transactions or any consummated acquisition or other similar Investment or the amortization or write-off of any amount thereof, and (ii) the cumulative effect of changes (effected through cumulative effect adjustment or retroactive application) in, and/or any change resulting from the adoption or modification of, accounting principles or policies made in such period in accordance with GAAP which affect Consolidated Net Income (except that, if such Person determines in good faith that the cumulative effects thereof are not material to the interests of the Lenders, the effects of any change, adoption or modification of any such principles or policies may be included in any subsequent period after the Fiscal Quarter in which such change, adoption or modification was made);

(i) solely for the purpose of calculating Excess Cash Flow, the income or loss of any Person accrued prior to the date on which such Person becomes a Restricted Subsidiary of such Person or is merged into or consolidated with such Person or any Restricted Subsidiary of such Person or the date that such other Person’s assets are acquired by such Person or any Restricted Subsidiary of such Person;

(j) (i) any realized or unrealized net gain and/or loss in the fair market value of (A) any obligation under any Hedge Agreement as determined in accordance with GAAP and/or (B) any other derivative instrument pursuant to, in the case of this clause (B), Financial Accounting Standards Board’s Accounting Standards Codification No. 815-Derivatives and Hedging, and/or (ii) any realized or unrealized foreign currency translation or transaction gain or loss (including any currency re-measurement of Indebtedness, any net gain or loss resulting from Hedge Agreements for currency exchange risk associated with the foregoing or any other currency related risk and any gain or loss resulting from any intercompany Indebtedness, any foreign currency translation or transaction or any other currency-related risk); provided, that notwithstanding anything to the contrary herein, any realized gain or loss in respect of any Designated Operational FX Hedge shall be included in the calculation of Consolidated Net Income;

(k) any deferred Tax expense associated with any tax deduction or net operating loss arising as a result of the Transactions, or the release of any valuation allowance related to any such item;

(l) any non-cash (and, with respect to clause (ii), cash) Charge (including any implementation Charge) (other than any write-down of current assets) (including non-cash compensation expense and any amount representing any non-cash adjustment) required by the application of (i) FASB Statement No. 144, (ii) FASB Statement No. 141R, (iii) FASB Statement No. 142 and (iv) Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers;

(m) any cash or non-cash Charge required by the application of FASB Statement No. 141R to be expensed by such Person and/or any Restricted Subsidiary during the applicable period; and

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(n) (i) any one-time cumulative effect adjustment resulting from any change in accounting for revenue required by Accounting Standards Codification 606 or its replacement) and/or (ii) any Charge incurred in connection with the implementation of ASC 606.

“Consolidated Secured Debt” means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a Lien on substantially all of the Collateral.

“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 the applicable Person at such date.

“Consolidated Total Debt” means, as to any Person at any date of determination, the aggregate principal amount of all third party debt for borrowed money (including LC Disbursements that have not been reimbursed within three Business Days and the outstanding principal balance of all third party Indebtedness for borrowed money of such Person represented by notes, bonds and similar instruments and excluding, for the avoidance of doubt, undrawn letters of credit and/or bank guarantees), as such amount may be adjusted to reflect the effect (as determined by the Borrower Representative in good faith) of any Debt FX Hedge, calculated on a mark-to-market basis; provided, that “Consolidated Total Debt” shall be calculated (a) net of the Unrestricted Cash Amount and

(b) excluding (i) any obligation, liability or indebtedness of such Person if, upon or prior to the maturity thereof, such 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 thereafter 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, (ii) Indebtedness comprised of Revolving Loans borrowed for working capital purposes, (iii) Capital Leases, (iv) purchase money Indebtedness, (v) any Indebtedness the proceeds of which are held in Escrow and (vi) the principal amount of any Indebtedness with respect to which an irrevocable deposit of necessary funds for the payment, redemption or satisfaction of such Indebtedness has been made.

“Consolidated Working Capital” means, as at any date of determination, the excess of Current Assets over Current Liabilities.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

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

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

“Copyright” means the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright whether published or unpublished, copyright registrations and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing.

“▇▇▇▇▇” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).

“▇▇▇▇▇ Administrator” means the Bank of Canada (or any successor administrator).

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“▇▇▇▇▇ Borrowings” means Term ▇▇▇▇▇ Borrowings and, solely after a Canadian Benchmark Transition Event, Daily Simple ▇▇▇▇▇ Borrowings.

“▇▇▇▇▇ Determination Day” has the meaning specified in the definition of “Daily Simple ▇▇▇▇▇”.

“Cost Outs Report” means the operational cost assessment report with respect to the Target Business, dated as of October 14, 2020.

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to such term in Section 9.27.

“Credit Extension” means each of (a) the making of a Revolving Loan or Swingline Loan (other than any Letter of Credit Reimbursement Loan or any Revolving Loan resulting from the application of Section 2.04(b)) or (b) the issuance, amendment, modification, renewal or extension of any Letter of Credit (other than any such amendment, modification, renewal or extension that does not increase the Stated Amount of the relevant Letter of Credit).

“Credit Facilities” means the Revolving Facility and the Term Facility.

“Cure Amount” has the meaning assigned to such term in Section 6.10(b).

“Cure Deadline” has the meaning assigned to such term in Section 6.10(b).

“Cure Right” has the meaning assigned to such term in Section 6.10(b).

“Current Assets” means, at any date, (a) all assets of Intermediate Dutch Holdings and its Restricted Subsidiaries which under GAAP would be classified as current assets (excluding any (i) cash or Cash Equivalents (including cash and Cash Equivalents held on deposit for third parties by Intermediate Dutch Holdings and/or any Restricted Subsidiary), (ii) permitted loans to third parties, (iii) deferred bank fees and derivative financial instruments related to Indebtedness, (iv) the current portion of current and deferred Taxes and (v) management fees receivables) and (b) in the event that any Receivables Facility is accounted for off-balance sheet, (i) gross receivables subject to such Receivables Facility minus (ii) collections against the amounts sold pursuant to such Receivables Facility.

“Current Liabilities” means, at any date, all liabilities of Intermediate Dutch Holdings and its Restricted Subsidiaries which under GAAP would be classified as current liabilities, other than (i) short term debts, including current maturities of long term debt, (ii) outstanding revolving loans and letter of credit exposure, (iii) accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense that is due and unpaid), (iv) obligations in respect of derivative financial instruments related to Indebtedness, (v) the current portion of current and deferred Taxes, (vi) liabilities in respect of unpaid earnouts or unpaid acquisition, disposition or refinancing related expenses, deferred purchase price holdbacks, (vii) accruals relating to restructuring reserves, (viii) liabilities in respect of funds of third parties on deposit with Intermediate Dutch Holdings and/or any Restricted Subsidiary, (ix) management fees payables, (x) the current portion of any Capital Lease Obligation, (xi) the current portion of any other long term liability for Indebtedness, (xii) accrued settlement costs, (xiii) non-cash compensation costs and expenses, (xiv) deferred revenue arising from cash receipts that are earmarked for specific projects and (xv) any other liabilities that are not Indebtedness and will not be settled in Cash or Cash Equivalents during the next succeeding twelve month period after such date.

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“Customary Bridge Loans” means bridge loans with a maturity date of not longer than one year; provided that (a) the Weighted Average Life to Maturity of any loan, note, security or other Indebtedness which is exchanged for or otherwise replaces (or is to be exchanged for or otherwise replace) such bridge loans is not shorter than the Weighted Average Life to Maturity of any Class of then-existing Term Loans and (b) the final maturity date of any loan, note, security or other Indebtedness which is exchanged for or otherwise replaces (or is to be exchanged for or otherwise replace) such bridge loans is not earlier than the Latest Term Loan Maturity Date on the date of the issuance or incurrence thereof.

“Customary Term A Loans” means term loans that (a) have scheduled amortization of 2.50% or more per annum, (b) a final maturity date of five years or less and (c) are primarily syndicated to commercial and/or investment banks (as determined by the Borrower Representative in good faith).

“Daily Simple ▇▇▇▇▇” means, for any day a (“▇▇▇▇▇ Rate Day”), a rate per annum equal to ▇▇▇▇▇ for the day (such day “▇▇▇▇▇ Determination Date”) that is five Business Days prior to (i) if such ▇▇▇▇▇ Rate Day is a Business Day, such ▇▇▇▇▇ Rate Day or (ii) if such ▇▇▇▇▇ Rate Day is not a Business Day, the Business Day immediately preceding such ▇▇▇▇▇ Rate Day, in each case, as such ▇▇▇▇▇ is published by the ▇▇▇▇▇ Administrator on the ▇▇▇▇▇ Administrator’s website. Any change in Daily Simple ▇▇▇▇▇ due to a change in ▇▇▇▇▇ shall be effective from and including the effective date of such change in ▇▇▇▇▇ without notice to the Borrowers. If by 5:00 p.m. (Toronto time) on any given ▇▇▇▇▇ Determination Date, ▇▇▇▇▇ in respect of such ▇▇▇▇▇ Determination Date has not been published on the ▇▇▇▇▇ Administrator’s website and a Canadian Benchmark Replacement Date with respect to the Daily Simple ▇▇▇▇▇ has not occurred, then ▇▇▇▇▇ for such ▇▇▇▇▇ Determination Date will be ▇▇▇▇▇ as published in respect of the first preceding Business Day for which such ▇▇▇▇▇ was published on the ▇▇▇▇▇ Administrator’s website, so long as such first preceding Business Day is not more than five Business Days prior to such ▇▇▇▇▇ Determination Date; 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; provided, further, that, if Daily Simple ▇▇▇▇▇ as so determined shall be less than 0.00% per annum, then Daily Simple ▇▇▇▇▇ shall be deemed to be 0.00% per annum.

“Daily Simple ▇▇▇▇▇ Borrowing” means, as to any Borrowing, Daily Simple ▇▇▇▇▇ Loans comprising such Borrowing.

“Daily Simple ▇▇▇▇▇ Loan” means a Loan that bears interest at a rate based on Daily Simple ▇▇▇▇▇.

“Daily Simple SOFR” means, for any day (as used in this definition, a “SOFR Day”), a rate per annum equal to SOFR for the day that is five US Government Securities Business Days prior to (a) if such SOFR Day is a US Government Securities Business Day, such SOFR Day or (b) if such SOFR Day is not a US Government Securities Business Day, the US Government Securities Business Day immediately preceding such SOFR Day, in each case, as SOFR is published by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s Website (or any successor source). 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.

“De Minimis ECF Threshold” has the meaning assigned to such term in Section 2.11(b)(i).

“De Minimis Proceeds Threshold” has the meaning assigned to such term in Section 2.11(b)(ii).

“Debt Fund Affiliate” means any Affiliate of Advent (other than a natural Person) that is a bona fide debt fund or other investment vehicle (in each case with one or more bona fide investors to whom its managers owe fiduciary duties independent of their fiduciary duties to Advent) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course.

“Debt FX Hedge” means any Hedge Agreement entered into for the purpose of hedging currency related risks in respect of any Indebtedness of the type described in the definition of “Consolidated Total Debt”.

“Debtor Relief Laws” means the Bankruptcy Code of the US, and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the US, the Netherlands, Switzerland or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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

“Default” means any event or condition which upon notice, lapse of time or both would become an Event of Default.

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

“Defaulting Lender” means any Person that has (a) defaulted in (or is otherwise unable to perform) its obligations under this Agreement, including its obligations, (x) to make a Loan within two Business Days of the date required to be made by it hereunder or (y) to fund its participation in a Letter of Credit or Swingline Loan required to be funded by it hereunder within two Business Days of the date such obligation arose or such Loan or Letter of Credit or Swingline Loan was required to be made or funded, unless, in the case of subclause (x) above, such Person notifies the Administrative Agent in writing that such failure is the result of such Person’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) notified the Administrative Agent, any Issuing Bank or the Swingline Lender or the Borrower Representative in writing that it does not intend to satisfy or perform any such obligation or has made a public statement to the effect that it does not intend to comply with its funding or other obligations under this Agreement or under agreements in which it commits to extend credit generally (unless such writing indicates that such position is based on such Person’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan cannot be satisfied), (c) failed, within two Business Days after the request of the Administrative Agent or the Borrower Representative, to confirm in writing that it will comply with the terms of this Agreement relating to its obligations to fund any prospective Loan and/or any participation in any then outstanding Letter of Credit or Swingline Loans; provided that such Person shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent, (d) become (or any parent company thereof has become) insolvent or been determined by any Governmental Authority having regulatory authority over such Person or its assets, to be insolvent, or the assets or management of which has been taken over by any Governmental Authority or (e)(i) become (or any parent company thereof has become) either the subject of (A) a bankruptcy or insolvency proceeding or (B) a Bail-In Action, (ii) has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or (iii) has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment, unless in the case of any Person subject to this clause (e), the Borrower Representative and the Administrative Agent have each determined that such Person intends, and has all approvals required to enable it (in form and substance satisfactory to the Borrower Representative and the Administrative Agent), to continue to perform its obligations hereunder; provided that no Person shall be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in such Person or its parent by any Governmental Authority; provided that such action does not result in or provide such Person with immunity from the jurisdiction of courts within the US or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contract or agreement to which such Person is a party. In the event that the Administrative Agent determines that a Lender is a Defaulting Lender pursuant to the foregoing, such determination shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.21(e)) 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 Representative, each Issuing Bank, each Swingline Lender and each other Lender promptly following such determination.

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

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

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“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.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Derivative Transaction” means (a) any interest-rate transaction, including any interest-rate swap, basis swap, forward rate agreement, interest rate option (including a cap, collar or floor), and any other instrument linked to interest rates that gives rise to similar credit risks (including when-issued securities and forward deposits accepted), (b) any exchange-rate transaction, including any cross-currency interest-rate swap, any forward foreign-exchange contract, any currency option, and any other instrument linked to exchange rates that gives rise to similar credit risks, (c) any equity derivative transaction, including any equity-linked swap, any equity-linked option, any forward equity-linked contract, and any other instrument linked to equities that gives rise to similar credit risk and (d) any commodity (including precious metal) derivative transaction, including any commodity-linked swap, any commodity-linked option, any forward commodity-linked contract, and any other instrument linked to commodities that gives rise to similar credit risks; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees, members of management, managers or consultants of Intermediate Dutch Holdings or its subsidiaries shall be a Derivative Transaction.

“Designated Gross Amount” has the meaning assigned to such term in Section 2.25(a).

“Designated Net Amount” has the meaning assigned to such term in Section 2.25(a).

“Designated Non-Cash Consideration” means the fair market value (as determined by Intermediate Dutch Holdings in good faith) of non-Cash consideration received by Intermediate Dutch Holdings or any Restricted Subsidiary in connection with any Disposition pursuant to Section 6.07(h) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower Representative, setting forth the basis of such valuation (which amount will be reduced by the amount of Cash or Cash Equivalents received in connection with a subsequent sale or conversion of such Designated Non-Cash Consideration to Cash or Cash Equivalents).

“Designated Operational FX Hedge” means any Hedge Agreement (a) entered into for the purpose of hedging currency-related risks in respect of the revenues, cash flows or other balance sheet items of Intermediate Dutch Holdings and/or any of its subsidiaries and (b) designated at the time entered into (or on or prior to the Closing Date, with respect to any Hedge Agreement entered into on or prior to the Closing Date) as a Designated Operational FX Hedge by the Borrower Representative in a writing delivered to the Administrative Agent.

“Discretionary Guarantor” has the meaning assigned to such term in Section 5.12(c).

“Disposition” or “Dispose” means the sale, lease, sublease, or other disposition of any property of any Person, including any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division.

“Disqualified Capital Stock” means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, on or prior to the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such redemption is in part, only such part coming into effect prior to the Latest Maturity Date shall constitute Disqualified Capital Stock), (b) is or becomes convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Capital Stock that would constitute Disqualified Capital Stock, in each case at any time on or prior to the Latest Maturity Date at the time such Capital Stock is issued or (c) contains any mandatory repurchase obligation (other than for Qualified Capital Stock), in whole or in part, which may come into effect prior to the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such repurchase obligation is in part, only such part coming into effect prior to the Latest Maturity Date shall constitute Disqualified Capital Stock);

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provided that any (x) Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Capital Stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Capital Stock upon the occurrence of any change of control, IPO or any other liquidity event or any Disposition occurring prior to the Latest Maturity Date at the time such Capital Stock is issued shall not constitute Disqualified Capital Stock if the documentation governing such Capital Stock provides that the issuer thereof will not redeem any such Capital Stock pursuant to such provisions unless either (1) the relevant redemption is permitted by the terms of this Agreement or (2) the Termination Date has occurred and (y) for purposes of clause (a) through (c) above, it is understood and agreed that if any such maturity, redemption conversion, exchange, repurchase obligation or scheduled payment is in part, only such part coming into effect prior to the Latest Maturity Date (determined at the time such Capital Stock is issued) shall constitute Disqualified Capital Stock.

Notwithstanding the preceding sentence, (A) if such Capital Stock is issued pursuant to any plan for the benefit of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case in the ordinary course of business of Intermediate Dutch Holdings or any Restricted Subsidiary, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations and (B) no Capital Stock held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or Immediate Family Members) of Intermediate Dutch Holdings (or any Parent Company or any subsidiary) shall be considered Disqualified Capital Stock because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

“Disqualified Institution” means:

(a) (i) any Person identified in writing to the Administrative Agent on or prior to the date hereof, (ii) any Person that is identified in writing to the Administrative Agent after the Closing Date (provided, that any Person so identified after the Closing Date must be reasonably acceptable to the Administrative Agent), (iii) any Affiliate of any Person described in clauses (i) or (ii) above that is reasonably identifiable on the basis of such Person’s name as an Affiliate of such Person, and (iv) any other Affiliate of any Person described in clauses (i), (ii) or (iii) above that is identified in a written notice to the Administrative Agent) (each such person, a “Disqualified Lending Institution”);

(b) (i) any Person that is or becomes a Company Competitor and/or any Affiliate of any Company Competitor (other than a Competitor Debt Fund Affiliate, unless the Borrower Representative has other grounds on which to withhold its consent), in each case, that is identified in writing to the Administrative Agent, (ii) any Affiliate of any Person described in clause (i) above (other than any Competitor Debt Fund Affiliate) that is reasonably identifiable on the basis of such Affiliate’s name as an Affiliate of such Person and (iii) any other Affiliate of any Person described in clauses (i) and/or (ii) above that is identified in a written notice to the Administrative Agent; it being understood and agreed that no Competitor Debt Fund Affiliate of any Company Competitor may be designated as a Disqualified Institution pursuant to this clause (iii); and

(c) any Affiliate or Representative of any Arranger and/or any Initial Lender that is engaged as a principal primarily in private equity, mezzanine financing or venture capital (any Person described in this clause (c), an “Excluded Party”);

provided that no written notice delivered pursuant to clauses (a)(ii), (a)(iv), (b)(i) and/or (b)(iii) above shall apply retroactively to disqualify any person that has previously acquired an assignment or participation interest in the Loans under the applicable Credit Facility prior to the delivery of such notice. Any written notice delivered pursuant to clauses (a)(ii), (a)(iv), (b)(i) and/or (b)(iii) above shall be delivered to the Administrative Agent at ▇▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.

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The Borrower Representative shall be permitted to remove any Person from the list of Disqualified Institutions; provided, that at any time after the removal of such Person, the Borrower Representative shall be permitted to redesignate such Person a Disqualified Institution without the consent of the Administrative Agent or any other Person. Notwithstanding the foregoing or anything to the contrary herein, any supplement to the list of Disqualified Institutions shall take effect on the Business Day following the date such notice is received by the Administrative Agent.

“Disqualified Lending Institution” has the meaning assigned to such term in the definition of “Disqualified Institution”.

“Disqualified Person” has the meaning assigned to such term in Section 9.05(f)(ii).

“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 currency other than Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or other relevant date of determination) for the purchase of Dollars with such other currency.

“Dollars” or “$” refers to lawful money of the US.

“Domestic Subsidiary” means US Top Borrower and any subsidiary of US Top Borrower incorporated or organized under the laws of the US, any state thereof or the District of Columbia.

“Dutch Auction” has the meaning assigned to such term on Schedule 1.01(b) hereto.

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

“Dutch Loan Party” means any Loan Party formed under the laws of the Netherlands.

“Dutch Subsidiary” means any Restricted Subsidiary of the Dutch Borrower organized under the laws of the Netherlands.

“Dutch Target” has the meaning assigned to such term in the recitals to this Agreement.

“ECF Prepayment Amount” has the meaning assigned to such term in Section 2.11(b)(i).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country, which is subject to the supervision of a 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, as to any Indebtedness, the effective yield applicable thereto calculated by the Administrative Agent in consultation with the Borrower Representative in a manner consistent with generally accepted financial practices, taking into account (a) interest rate margins, (b) interest rate floors (subject to the proviso set forth below), (c) any amendment to the relevant interest rate margins and interest rate floors prior to the applicable date of determination and (d) original issue discount and upfront or similar fees (based on an assumed four-year average life to maturity or lesser remaining average life to maturity), but excluding (i) any arrangement,

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commitment, structuring, underwriting, ticking, unused line and/or amendment fee (regardless of whether any such fee is paid to or shared in whole or in part with any lender) and (ii) any other fee that is not paid directly by the issuer of such Indebtedness generally to all relevant lenders ratably; provided, that (A) to the extent that the Published LIBO Rate, Published EURIBOR Rate or Term ▇▇▇▇▇, as applicable (with an Interest Period of three months) or Alternate Base Rate or Canadian Prime Rate (without giving effect to any floor specified in the definition thereof) is less than any floor applicable to the Indebtedness in respect of which the Effective Yield is being calculated on the date on which the Effective Yield is determined, the amount of the resulting difference will be deemed added to the interest rate margin applicable to the relevant Indebtedness for purposes of calculating the Effective Yield and (B) to the extent that the Published LIBO Rate, Published EURIBOR Rate or Term ▇▇▇▇▇, as applicable (for a period of three months) or Alternate Base Rate or Canadian Prime Rate (without giving effect to any floor specified in the definition thereof) is greater than any applicable floor on the date on which the Effective Yield is determined, the floor will be disregarded in calculating the Effective Yield.

“Eighth Amendment” means that certain Eighth Amendment to Credit Agreement, dated as of June 28, 2024, among Holdings, Intermediate Dutch Holdings, the Borrowers, the Loan Guarantors party thereto, the Administrative Agent, the US Collateral Agent, the Non-US Collateral Agent and the Lenders party thereto.

“Eighth Amendment Effective Date” has the meaning assigned to such term in the Eighth Amendment.

“Eighth Amendment Extending Revolving Commitment” means, with respect to each Eighth Amendment Extending Revolving Lender, the commitment of such Person to make Eighth Amendment Extending Revolving Loans (and acquire participations in Letters of Credit and Swingline Loans) hereunder as set forth on Schedule I to the Eighth Amendment, or in the Assignment Agreement pursuant to which such Person assumed its Eighth Amendment Extending Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 or Section 2.19, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.05, (c) increased pursuant to Section 2.22 or (d) other than for purposes of determining the Required Lenders or Required Revolving Lenders at any time, if such Lender is an Ancillary Lender, decreased by the amount of such Lender’s Ancillary Commitment (and is increased to the extent that any such Ancillary Commitment is reduced, cancelled or terminated). The aggregate amount of the Eighth Amendment Extending Revolving Commitments as of the Eighth Amendment Effective Date is $630,766,666.67.

“Eighth Amendment Extending Revolving Facility” means the Eighth Amendment Extending Revolving Commitments and the Eighth Amendment Extending Revolving Loans and other extensions of credit thereunder.

“Eighth Amendment Extending Revolving Lenders” has the meaning assigned to such term in the Eighth Amendment.

“Eighth Amendment Extending Revolving Loans” has the meaning assigned to such term in Section 2.01(a)(iii).

“Eighth Amendment Fee Letter” means that certain Fee Letter, dated as of June 28, 2024, by and among the Borrower Representative and the Administrative Agent.

“Eighth Amendment Non-Extending Revolving Commitments” means, with respect to each Eighth Amendment Non-Extending Revolving Lender, the commitment of such Person to make Eighth Amendment Non-Extending Revolving Loans (and acquire participations in Letters of Credit and Swingline Loans) hereunder as set forth on Schedule I to the Eighth Amendment, or in the Assignment Agreement pursuant to which such Person assumed its Eighth Amendment Non-Extending Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 or Section 2.19, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.05, (c) increased pursuant to Section 2.22 or (d) other than for purposes of determining the Required Lenders or Required Revolving Lenders at any time, if such Lender is an Ancillary Lender, decreased by the amount of such Lender’s Ancillary Commitment (and is increased to the extent that any such Ancillary Commitment is reduced, cancelled or terminated). The aggregate amount of the Eighth Amendment Non-Extending Revolving Commitments as of the Eighth Amendment Effective Date is $7,500,000.00.

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“Eighth Amendment Non-Extending Revolving Facility” means the Eighth Amendment Non-Extending Revolving Commitments and the Eighth Amendment Non-Extending Revolving Loans and other extensions of credit thereunder.

“Eighth Amendment Non-Extending Revolving Lenders” has the meaning assigned to such term in the Eighth Amendment.

“Eighth Amendment Non-Extending Revolving Loans” has the meaning assigned to such term in Section 2.01(a)(iv).

“Eighth Amendment Revolving Commitments” means, collectively, the Eighth Amendment Extending Revolving Commitments and the Eighth Amendment Non-Extending Revolving Commitments.

“Eighth Amendment Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate Outstanding Amount at such time of all Eighth Amendment Revolving Loans of such Lender, plus the aggregate amount at such time of such ▇▇▇▇▇▇’s LC Exposure and Swingline Exposure, in each case, attributable to its Eighth Amendment Revolving Commitment.

“Eighth Amendment Revolving Facility” means, collectively, the Eighth Amendment Extending Revolving Facility and the Eighth Amendment Non-Extending Revolving Facility.

“Eighth Amendment Revolving Lenders” means, collectively, the Eighth Amendment Extending Revolving Lenders and the Eighth Amendment Non-Extending Revolving Lenders.

“Eighth Amendment Revolving Loans” means, collectively, the Eighth Amendment Extending Revolving Loans and the Eighth Amendment Non-Extending Revolving Loans.

“Eighth Amendment Transaction Costs” means the fees, premiums, expenses and other transaction costs (including original issue discount and/or upfront fees) payable or otherwise borne by the Borrowers, any Parent Company and/or their respective subsidiaries in connection with the Eighth Amendment Transactions and the transactions contemplated thereby.

“Eighth Amendment Transactions” means, collectively, (a) the execution, delivery and performance by the Borrowers and their applicable subsidiaries of the Eighth Amendment and the other Loan Documents entered into on the Eighth Amendment Effective Date and, in each case, the transactions contemplated thereby and (b) the payment of Eighth Amendment Transaction Costs.

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

“Eleventh Amendment” means that certain Eleventh Amendment to Credit Agreement, dated as of January 24, 2025, among Holdings, Intermediate Dutch Holdings, the Borrowers, the Loan Guarantors party thereto, the Administrative Agent, the US Collateral Agent, the Non-US Collateral Agent and the Lenders party thereto.

“Eleventh Amendment Dollar Loan Installment Date” has the meaning assigned to such term in Section 2.10(a)(ii).

“Eleventh Amendment Dollar Refinancing Term Lender” has the meaning assigned to such term in the Eleventh Amendment.

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“Eleventh Amendment Dollar Refinancing Term Loans” has the meaning assigned to such term in the Eleventh Amendment.

“Eleventh Amendment Dollar Refinancing Term Loan Commitment” has the meaning assigned to such term in the Eleventh Amendment.

“Eleventh Amendment Effective Date” has the meaning assigned to such term in the Eleventh Amendment.

“Eleventh Amendment Euro Refinancing Term Lender” has the meaning assigned to such term in the Eleventh Amendment.

“Eleventh Amendment Euro Refinancing Term Loans” has the meaning assigned to such term in the Eleventh Amendment.

“Eleventh Amendment Euro Refinancing Term Loan Commitment” has the meaning assigned to such term in the Eleventh Amendment.

“Eleventh Amendment Lead Arrangers” means the “Lead Arrangers” as defined in the Eleventh Amendment.

“Eleventh Amendment Refinancing Term Lender” means any Person that holds an Eleventh Amendment Dollar Refinancing Term Loan or an Eleventh Amendment Euro Refinancing Term Loan.

“Eleventh Amendment Refinancing Term Loan Commitments” has the meaning assigned to such term in the Eleventh Amendment.

“Eleventh Amendment Refinancing Term Loans” means, collectively, the Eleventh Amendment Dollar Refinancing Term Loans and the Eleventh Amendment Euro Refinancing Term Loans.

“Eleventh Amendment Transaction Costs” means the fees, premiums, expenses and other transaction costs (including original issue discount and/or upfront fees) payable or otherwise borne by the Borrowers, any Parent Company and/or their respective subsidiaries in connection with the Eleventh Amendment Transactions and the transactions contemplated thereby.

“Eleventh Amendment Transactions” means, collectively, (a) the execution, delivery and performance by the Borrowers and their applicable subsidiaries of the Eleventh Amendment and the other Loan Documents entered into on the Eleventh Amendment Effective Date and, in each case, the transactions contemplated thereby and (b) the payment of Eleventh Amendment Transaction Costs.

“Eligible Assignee” means (a) any Lender, (b) any commercial bank, insurance company, or finance company, financial institution, any fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act), (c) any Affiliate of any Lender, (d) any Approved Fund of any Lender and (e) to the extent permitted under Section 9.05(g), any Affiliated Lender or any Debt Fund Affiliate; provided, that in any event, “Eligible Assignee” shall not include (i) any natural person (or any holding company, investment vehicle or trust for, or owned and operated by, or for the primary benefit of, one or more natural persons), (ii) any Disqualified Institution or (iii) except as permitted under Section 9.05(g), Intermediate Dutch Holdings or any of its Affiliates.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, land surface and subsurface strata & natural resources such as wetlands, flora and fauna.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (a) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (b) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (c) in connection with any actual or alleged damage, injury, threat or harm to the Environment.

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“Environmental Laws” means any and all current or future applicable foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other applicable requirements of Governmental Authorities and the common law relating to (a) environmental matters, including those relating to any Hazardous Materials Activity; or (b) the generation, use, storage, transportation or disposal of or exposure to Hazardous Materials, in any manner applicable to Holdings, Intermediate Dutch Holdings or any of its Restricted Subsidiaries or any Facility.

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

“Equipment Sale and Leaseback Transaction” means any equipment financing or similar arrangement that is not prohibited by Sections 6.01 and/or 6.02 hereof entered into by Intermediate Dutch Holdings and/or any Restricted Subsidiary in the ordinary course of business with any Person that requires Intermediate Dutch Holdings and/or any Restricted Subsidiary to purchase the equipment subject to such financing or similar arrangement, sell such equipment to the relevant financing provider and thereafter rent or lease such equipment from the relevant financing provider.

“Equitably Subordinated Lender” means any Lender to the extent (i) its claims under the Loan Documents against the Loan Parties would be subject to the subordination provision of section 39 para. 1 no. 5 of the German Insolvency Code (Insolvenzordnung) or (ii) any discharge of its claims under the Loan Documents against the Loan Parties, or the granting of Collateral pursuant to the Collateral Documents for its claims under the Loan Documents by the Loan Parties, would be subject the avoidance provision of section 135 para. 1 of the German Insolvency Code (Insolvenzordnung) or section 6 of the German Avoidance Act (Anfechtungsgesetz), unless other applicable laws or regulations provide that no subordination would apply or avoidance claim would exist.

“Equity Contribution” means, collectively, the Cash (or, in the case of members of management of the Target and/or “rollover” equity investors in the Target, Cash or non-Cash) equity contributions made by the Investors, directly or indirectly, to Holdings in the form of Qualified Capital Stock.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with Holdings, Intermediate Dutch Holdings or any Restricted Subsidiary and is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Holdings, Intermediate Dutch Holdings or any Restricted Subsidiary or any ERISA Affiliate from a Pension 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 at any facility of Holdings, Intermediate Dutch Holdings or any Restricted Subsidiary or any ERISA Affiliate as described in Section 4062(e) of ERISA, in each case, resulting in liability pursuant to Section 4063 of ERISA; (c) a complete or partial withdrawal by Holdings, Intermediate Dutch Holdings or any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan resulting in the imposition of Withdrawal Liability on Holdings, Intermediate Dutch Holdings or any Restricted Subsidiary or any ERISA Affiliate, notification of Holdings, Intermediate Dutch Holdings or any Restricted Subsidiary or any ERISA Affiliate concerning the imposition of Withdrawal Liability or notification that a Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA; (d) the filing of a notice of intent to terminate a Pension Plan under Section 4041(c) of ERISA, the treatment of a Pension Plan amendment as a termination under Section 4041(c) of

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ERISA, or the receipt by Holdings, Intermediate Dutch Holdings or any Restricted Subsidiary or any ERISA Affiliate or, to the knowledge of the Borrower Representative, any Multiemployer Plan of written notice of (i) the commencement of proceedings by the PBGC to terminate a Pension Plan, (ii) the treatment of a Multiemployer Plan amendment as a termination under Section 4041A of ERISA or (iii) the commencement of proceedings by the PBGC to terminate a Multiemployer Plan; (e) the occurrence of an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Holdings, Intermediate Dutch Holdings or any Restricted Subsidiary or any ERISA Affiliate, with respect to the termination of any Pension Plan; or (g) the conditions for imposition of a Lien under Section 303(k) of ERISA have been met with respect to any Pension Plan.

“Escrow” has the meaning set forth in the definition of “Indebtedness”.

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

“Euro” or “€” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the EMU Legislation.

“Euro Equivalent” means, at any time, (a) with respect to any amount denominated in Euros, such amount and (b) with respect to any amount denominated in any currency other than Euros, the equivalent amount thereof in Euros as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or other relevant date of determination) for the purchase of Euros with such other currency.

“Event of Default” has the meaning assigned to such term in Article 7.

“Excess Cash Flow” means, for any Calculation Period, any amount (if positive) equal to:

(a) Consolidated Adjusted EBITDA for such Calculation Period (without giving effect to clauses (b), (e), (f) and/or (g) of the definition thereof, the amounts added back in reliance on which shall be deducted in determining Excess Cash Flow); plus

(b) any extraordinary, unusual or non-recurring cash gain during such Calculation Period (whether or not accrued in such Calculation Period) to the extent not otherwise included in Consolidated Adjusted EBITDA (including any component definitions used therein); plus

(c) any foreign currency exchange gain actually realized and received in cash in Dollars (including any currency re-measurement of Indebtedness, any net gain or loss resulting from Hedge Agreements for currency exchange risk resulting from any intercompany Indebtedness, any foreign currency translation or transaction or any other currency-related risk), net of any loss from foreign currency translation; plus

(d) [Reserved]; plus

(e) an amount equal to all Cash received for such period on account of any net non-Cash gain or income from any Investment deducted in a previous period pursuant to clause (s) of this definition; plus

(f) the decrease, if any, in Consolidated Working Capital from the first day to the last day of such Calculation Period (or, in the case of any Excess Cash Flow Interim Period, from the first day of such Excess Cash Flow Interim Period to the last day of the most recently ended Test Period), but excluding any such decrease in Consolidated Working Capital arising from (i) the acquisition or Disposition of any Person by Intermediate Dutch Holdings or any Restricted Subsidiary, (ii) the reclassification during such period of current assets to long term assets and current liabilities to long term liabilities, (iii) the application of purchase and/or recapitalization accounting and/or (iv) the effect of any fluctuation in the amount of accrued and contingent obligations under any Hedge Agreement; minus

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(g) the amount, if any, which, in the determination of Consolidated Adjusted EBITDA (including any component definition used therein) for such Calculation Period, has been included in respect of income or gain from any Disposition outside of the ordinary course of business (including Dispositions constituting covered losses or taking of assets referred to in the definition of “Net Insurance/Condemnation Proceeds”) of Intermediate Dutch Holdings and/or any Restricted Subsidiary; minus

(h) cash payments actually made in respect of the following (without duplication):

(i) any Investment permitted by Section 6.06 (other than Investments (i) in Cash or Cash Equivalents, (ii) in any Loan Party or (iii) made pursuant to Section 6.06(r)(i)) and/or any Restricted Payment permitted by Section 6.04(a) (other than pursuant to Section 6.04(a)(iii)(A)) and actually made in cash during such Calculation Period or, at the option of the Borrower Representative, made prior to the date Intermediate Dutch Holdings is required to make a payment of Excess Cash Flow in respect of such Excess Cash Flow Period, (A) except to the extent the relevant Investment and/or Restricted Payment is financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness) and (B) without duplication of (1) any amount deducted from Excess Cash Flow for a prior Calculation Period and/or (2) the amount of any deduction and/or reduction in the amount of any mandatory prepayment resulting from the application of Section 2.11(b)(i)(C);

(ii) any realized foreign currency exchange loss actually paid or payable in cash (including any currency re-measurement of Indebtedness, any net gain or loss resulting from Hedge Agreements for currency exchange risk resulting from any intercompany Indebtedness, any foreign currency translation or transaction or any other currency-related risk);

(iii) the aggregate amount of any extraordinary, unusual or non-recurring cash Charge (whether or not incurred in such Calculation Period) excluded in calculating Consolidated Adjusted EBITDA (including any component definition used therein);

(iv) consolidated Capital Expenditures actually made in cash during such Calculation Period or, at the option of the Borrower Representative, made prior to the date Intermediate Dutch Holdings is required to make a payment of Excess Cash Flow in respect of such Excess Cash Flow Period, (A) except to the extent financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness) and (B) without duplication of (1) any amount deducted from Excess Cash Flow for a prior Calculation Period and/or (2) the amount of any deduction and/or reduction in the amount of any mandatory prepayment resulting from the application of Section 2.11(b)(i)(C);

(v) any long-term liability, excluding the current portion of any such liability (other than Indebtedness) of Intermediate Dutch Holdings and/or any Restricted Subsidiary;

(vi) any cash Charge added back in calculating Consolidated Adjusted EBITDA pursuant to clauses (c) and/or (g) of the definition thereof or excluded from the calculation of Consolidated Net Income in accordance with the definition thereof;

(vii) the aggregate amount of expenditures actually made by Intermediate Dutch Holdings and/or any Restricted Subsidiary during such Fiscal Year (including any expenditure for the payment of financing fees) to the extent that such expenditures are not expensed; minus

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(i) the aggregate principal amount of (i) all optional prepayments of Indebtedness (other than (A) any optional prepayment, repurchase, redemption or other retirement of any Indebtedness under the Loan Documents, any other First Lien Debt and/or any Junior Lien Debt, prior to such date, in each case, that is deducted in calculating the amount of any Excess Cash Flow payment in accordance with Section 2.11(b)(i) or (B) any optional repayment of revolving Indebtedness except to the extent any related commitment is permanently reduced in connection with such repayment) and/or any prepayment or repayment of any amount owing under any Receivables Facility, (ii) all mandatory prepayments and scheduled repayments of Indebtedness during such Calculation Period and (iii) the aggregate amount of any premium, make-whole or penalty payment actually paid in cash by Intermediate Dutch Holdings and/or any Restricted Subsidiary during such period that is required to be made in connection with any prepayment, repayment, repurchase, redemption or other retirement of Indebtedness, in each case except to the extent financed with the proceeds of long term funded Indebtedness (other than revolving Indebtedness); minus

(j) Consolidated Interest Expense actually paid or payable in cash by Intermediate Dutch Holdings and/or any Restricted Subsidiary during such Calculation Period; minus

(k) Taxes (inclusive of Taxes paid or payable under tax sharing agreements or arrangements and/or in connection with any intercompany distribution) paid or payable by Intermediate Dutch Holdings and/or any Restricted Subsidiary with respect to such Calculation Period; minus

(l) the increase, if any, in Consolidated Working Capital from the first day to the last day of such Calculation Period (or, in the case of any Excess Cash Flow Interim Period, from the first day of such Excess Cash Flow Interim Period to the last day of the most recently ended Test Period), but excluding any such increase in Consolidated Working Capital arising from (i) the acquisition or Disposition of any Person by Intermediate Dutch Holdings or any Restricted Subsidiary, (ii) the reclassification during such period of current assets to long term assets and current liabilities to long term liabilities, (iii) the application of purchase and/or recapitalization accounting and/or acquisition method accounting and/or (iv) the effect of any fluctuation in the amount of accrued and contingent obligations under any Hedge Agreement; minus

(m) the amount of any Tax obligation of Intermediate Dutch Holdings and/or any Restricted Subsidiary that is estimated in good faith by the Borrower Representative as due and payable (but is not currently due and payable) by Intermediate Dutch Holdings and/or any Restricted Subsidiary as a result of the repatriation of any dividend or similar distribution of net income of any Foreign Subsidiary to Intermediate Dutch Holdings or any Restricted Subsidiary; minus

(n) without duplication of amounts deducted from Excess Cash Flow in respect of a prior period and except to the extent deducted in calculating the amount of any Excess Cash Flow payment in accordance with Section 2.11(b)(i), at the option of the Borrower Representative, (i) the aggregate consideration (including earn-outs) required to be paid in Cash by Intermediate Dutch Holdings or its Restricted Subsidiaries pursuant to binding contracts, letters of intent or purchase orders entered into prior to or during such period relating to Capital Expenditures, acquisitions or Investments (other than Investments (A) in Cash and Cash Equivalents, (B) in any Loan Party or (C) made pursuant to Section 6.06(r)(i)), Restricted Payments described in clause (h)(i) above and/or Restricted Debt Payments and/or (ii) the aggregate amount otherwise committed, planned or budgeted to be made in connection with Capital Expenditures, acquisitions or Investments (other than Investments (A) in Cash and Cash Equivalents, (B) in any Loan Party or (C) made pursuant to Section 6.06(r)(i)), Restricted Payments described in clause (h)(i) above and/or Restricted Debt Payments (collectively, clauses (i) and (ii), the “Scheduled Expenditures”), in each case of the foregoing clauses (i) and (ii), to be consummated or made prior to the expiry of the immediately succeeding Fiscal Year (except, in each case, to the extent financed with long term funded Indebtedness (other than revolving Indebtedness)); provided that to the extent the aggregate amount actually utilized to finance such Capital Expenditures, acquisitions, Investments, Restricted Payments or Restricted Debt Payments during such immediately succeeding Fiscal Year is less than the Scheduled Expenditures, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow for such immediately succeeding Fiscal Year; minus

(o) [Reserved]; minus

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(p) cash payments (other than in respect of Taxes, which are governed by clause (k) above) made during such Calculation Period for any liability the accrual of which in a prior Calculation Period resulted in an increase in Excess Cash Flow in such prior period (provided that there was no other deduction to Consolidated Adjusted EBITDA or Excess Cash Flow related to such payment), except to the extent financed with long term funded Indebtedness (other than revolving Indebtedness); minus

(q) cash expenditures made in respect of any Hedge Agreement during such period to the extent (i) not otherwise deducted in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA and (ii) not financed with long term funded Indebtedness (other than revolving Indebtedness); minus

(r) amounts paid in Cash (except to the extent financed with long term funded Indebtedness (other than revolving Indebtedness)) during such period on account of (i) items that were accounted for as non-Cash reductions of Consolidated Net Income or Consolidated Adjusted EBITDA in a prior period and (ii) reserves or amounts established in purchase accounting to the extent such reserves or amounts are added back to, or not deducted from, Consolidated Net Income; minus

(s) an amount equal to the sum of the aggregate net non-Cash gain or income from any non-ordinary course Investment to the extent included in arriving at Consolidated Adjusted EBITDA.

“Excess Cash Flow Interim Period” means, (a) during any Excess Cash Flow Period, any one, two or three Fiscal Quarter period (i) commencing at the end of the immediately preceding Excess Cash Flow Period and (ii) ending on the last day of the most recently ended Fiscal Quarter (other than the last day of the Fiscal Year) during such Excess Cash Flow Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, and (b) during the period from the Closing Date until the beginning of the first Excess Cash Flow Period, any period commencing on the first day of the Fiscal Quarter in which the Closing Date occurs and ending on the last day of the most recently ended Fiscal Quarter for which financial statements of the type required by Sections 5.01(a) or (b), as applicable have been delivered or, if earlier, are internally available.

“Excess Cash Flow Period” means each Fiscal Year of Intermediate Dutch Holdings, commencing with the Fiscal Year of Intermediate Dutch Holdings ending on or about December 31, 2022.

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated thereunder.

“Excluded Assets” means each of the following:

(a) any asset the grant or perfection of a security interest in which would (i) be prohibited by enforceable anti-assignment provisions set forth in any contract that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof (other than assets subject to Capital Leases and purchase money financings), (ii) violate (after giving effect to applicable anti-assignment provisions of the UCC or other applicable Requirements of Law) the terms of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset at the time of its acquisition and not incurred in contemplation thereof (other than in the case of Capital Leases and purchase money financings), or (iii) trigger termination of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Agreement pursuant to any “change of control” or similar provision (to the extent such contract is binding on such asset at the time of its acquisition and not incurred in contemplation thereof); it being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any contract described in this clause (a) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC or other applicable Requirements of Law notwithstanding the relevant prohibition, violation or termination right;

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(b) the Capital Stock of any (i) Captive Insurance Subsidiary, (ii) Unrestricted Subsidiary, (iii) not-for-profit subsidiary, (iv) Immaterial Subsidiary (other than an Immaterial Subsidiary that is a Loan Party) and/or (v) Receivables Subsidiary;

(c) any intellectual property or IP Right with regard to which (and only for so long as) the granting or perfection of a security interest, or the enforcement of the creditor’s rights hereunder, would result in the invalidation, abandonment, forfeiture, or loss of such intellectual property or IP Right, including any intent-to-use (or similar) Trademark application prior to the filing and acceptance by the U.S. Patent and Trademark Office (or similar Governmental Authority) of a “Statement of Use”, “Declaration of Use”, “Amendment to Allege Use” or similar filing with respect thereto;

(d) any asset (including Capital Stock), the grant or perfection of a security interest in which would (i) be prohibited under applicable Requirements of Law (including any rule and/or regulation of any Governmental Authority) (after giving effect to applicable anti-assignment provisions of the UCC or other applicable Requirements of Law), (ii) require any governmental or regulatory consent, approval, license or authorization, in each case, to the extent such consent, approval, license or authorization has not been obtained (it being understood and agreed that no Loan Party shall have any obligation to procure any such consent, approval, license or authorization) (after giving effect to applicable anti-assignment provisions of the UCC or other applicable Requirements of Law); it being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any asset described in clauses (d)(i) or (d)(ii) to the extent that the assignment of such proceeds or receivables is effective under the UCC or other applicable Requirements of Law notwithstanding the relevant requirement or prohibition or (iii) be reasonably likely to result in material and adverse tax consequences (including as a result of the application of Section 956 of the Code or any similar Requirement of Law) as reasonably determined by the Borrower Representative;

(e) (i) any leasehold Real Estate Asset, (ii) except to the extent a security interest therein can be perfected by the filing of a UCC-1 financing statement, any other leasehold interest, and (iii) any owned Real Estate Asset that (A) is not a Material Real Estate Asset or (B) is or becomes located in a Special Flood Hazard Area;

(f) the Capital Stock of (i) any Person that is not a Wholly-Owned Subsidiary of Intermediate Dutch Holdings and/or (ii) any subsidiary of any non-Wholly Owned Subsidiary of Intermediate Dutch Holdings;

(g) any Margin Stock;

(h) the Capital Stock of (i) any Foreign Subsidiary of a Domestic Subsidiary or (ii) FSHCO directly or indirectly owned by US Top Borrower or its Restricted Subsidiaries, in each case, in excess of 65% of the issued and outstanding voting Capital Stock and 100% of the issued and outstanding non-voting Capital Stock of any such Person;

(i) any Commercial Tort Claim with a value (as estimated by the Borrower Representative in good faith) of less than $10,000,000 individually;

(j) any Deposit Account, securities account and/or similar account (including any securities entitlement), any escrow, fiduciary and/or trust account, payroll and other employee wage and benefit accounts, tax accounts (including, sales tax accounts), any cash collateral account, any Cash and Cash Equivalents and any funds and other property held or maintained in any such accounts (other than, in each case, proceeds of other Collateral as to which perfection may be accomplished by filing a UCC-1 financing statement, automatically in accordance with the UCC);

(k) assets subject to any purchase money security interest, Capital Lease obligation, sale-leaseback obligation or similar arrangement, in each case, that is permitted or otherwise not prohibited by the terms of this Agreement and to the extent the grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money or similar arrangement or create a right of

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termination in favor of any other party thereto (other than Holdings or any subsidiary of Holdings) after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Requirements of Law; it being understood that the term “Excluded Asset” shall not include proceeds or receivables arising out of any asset described in this clause (k) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC or other applicable Requirements of Law notwithstanding the relevant violation or invalidation;

(l) with respect to any Dutch Loan Party, all property of such Dutch Loan Party other than the Capital Stock of first tier subsidiaries of such Dutch Loan Party, Deposit Accounts maintained by such Dutch Loan Party in the Netherlands and Material Dutch Intercompany Receivables;

(m) with respect to any Swiss Loan Party, all property of such Swiss Loan Party other than the Capital Stock of first tier subsidiaries of such Swiss Loan Party, Deposit Accounts maintained by such Swiss Loan Party in Switzerland and Material Swiss Intercompany Receivables;

(n) with respect to any German Loan Party, all property of such German Loan Party other than the Capital Stock of first tier subsidiaries of such German Loan Party, Deposit Accounts maintained by such German Loan Party in Germany and Material German Intercompany Receivables;

(o) with respect to Acceleratio, all property of Acceleratio other than the Capital Stock of first tier subsidiaries;

(p) Tax and Trust Funds;

(q) any Letter-of-Credit Right that does not constitute a Supporting Obligation, except to the extent the security interest therein may be perfected by filing of a financing statement under the UCC of any applicable jurisdiction;

(r) motor vehicles and other assets subject to certificates of title;

(s) any asset of a Person acquired by Holdings, Intermediate Dutch Holdings or any Restricted Subsidiary that, at the time of the relevant acquisition, is encumbered to secure assumed Indebtedness permitted by this Agreement to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such asset from being pledged to secure the Secured Obligations and the relevant prohibition was not implemented in contemplation of the applicable acquisition;

(t) any asset with respect to which the Borrower Representative has in good faith determined that the cost, burden, difficulty or consequence (including (i) any effect on the ability of the relevant Loan Party to conduct its operations and business in the ordinary course of business and (ii) the cost of title insurance, surveys, flood insurance (if necessary) or mortgage, stamp, intangible or other taxes or expenses) of obtaining or perfecting a security interest therein outweighs, or is excessive in light of, the practical benefit of a security interest to the relevant Secured Parties afforded thereby (and the Lenders acknowledge that the Collateral that may be provided by any Loan Party may be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes and duties where the benefit to the Secured Parties of increasing the Guarantee and/or secured amount is disproportionate to the level of such fees, taxes and duties);

(u) any governmental license or state or local franchise, charter or authorization, to the extent a security interest in any such license, franchise, charter or authorization would be prohibited or restricted thereby, after giving effect to the anti-assignment provisions of the UCC of any applicable jurisdiction, other than any proceeds or receivable thereof to the extent the assignment of the same is effective under the UCC of any applicable jurisdiction notwithstanding such consent or restriction;

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(v) any assets subject to any Receivables Facility;

(w) on the date of, and after, an IPO where Intermediate Dutch Holdings is the publicly listed entity, 100% of the Capital Stock of Intermediate Dutch Holdings;

(x) aircraft, airframes, aircraft engines, helicopters and equipment and/or other assets that are affixed to, or otherwise constitute, such aircraft, airframes, aircraft engines and/or helicopters; and

(y) any asset excluded by application of the Agreed Security Principles.

“Excluded Party” has the meaning assigned to such term in the definition of “Disqualified Institution”.

“Excluded Subsidiary” means:

(a) any Restricted Subsidiary that is not a Wholly-Owned Subsidiary and each subsidiary of each such non-Wholly-Owned Subsidiary;

(b) any Immaterial Subsidiary;

(c) any Restricted Subsidiary that (i) is prohibited or restricted from providing a Loan Guaranty by (A) any Requirement of Law or (B) any Contractual Obligation that exists on the Closing Date or at the time such Restricted Subsidiary becomes a subsidiary (which Contractual Obligation was not entered into in contemplation of the acquisition of such Restricted Subsidiary (including pursuant to assumed Indebtedness)), (ii) would require a governmental (including regulatory) or third party consent, approval, license or authorization (including any regulatory consent, approval, license or authorization) to provide a Loan Guaranty (in each case, on the Closing Date or at the time of the acquisition of such Restricted Subsidiary became a Subsidiary) (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 and agreed that none of Holdings, Intermediate Dutch Holdings and/or any of their respective subsidiaries shall have any obligation to obtain (or seek to obtain) any such consent, approval, license or authorization) or (iii) with respect to which the provision of a Loan Guaranty could reasonably be expected to result in material and adverse tax consequences to Holdings, Intermediate Dutch Holdings, any Parent Company and/or any of its or their subsidiaries as reasonably determined by the Borrower Representative in consultation with the Administrative Agent;

(d) any not-for-profit subsidiary;

(e) any Captive Insurance Subsidiary;

(f) any Receivables Subsidiary;

(g) any Restricted Subsidiary that is a Non-US Subsidiary (other than a Dutch Loan Party, a Swiss Loan Party, Acceleratio and any Specified German Loan Party);

(h) any (i) FSHCO and (ii) any Domestic Subsidiary that is a direct or indirect subsidiary of any Foreign Subsidiary of US Top Borrower or a FSHCO;

(i) any Unrestricted Subsidiary;

(j) (i) any Restricted Subsidiary acquired by Intermediate Dutch Holdings or any Restricted Subsidiary that, at the time of the relevant acquisition, is an obligor in respect of assumed Indebtedness permitted by Section 6.01 to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such subsidiary from providing a Loan Guaranty (which prohibition was not implemented in contemplation of such Restricted Subsidiary becoming a subsidiary in order to avoid the requirement of providing a Loan Guaranty) and (ii) any subsidiary of any Restricted Subsidiary described in the immediately preceding clause (i) that is subject to any prohibition described in such clause (i);

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(k) any other Restricted Subsidiary with respect to which the burden or cost of providing a Loan Guaranty outweighs, or would be excessive in light of, the practical benefits afforded thereby as reasonably determined by the Borrower Representative in consultation with the Administrative Agent;

(l) solely in the case of any Swap Obligation that constitutes a “swap” within the meaning of section 1(a)(47) of the Commodity Exchange Act (which for the avoidance of doubt shall be determined after giving effect to any “keepwell, support or other agreement” (as such terms are used under the Commodity Exchange Act)), any subsidiary that is not an “eligible contract participant” as defined under the Commodity Exchange Act and the regulations thereunder;

(m) any subsidiary where the provision by such subsidiary of a Loan Guaranty could reasonably be expected to conflict with the fiduciary duties of such subsidiary’s directors or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for such subsidiary or any of its officers or directors or to the extent it is not within the legal capacity of such subsidiary to provide a Loan Guaranty (whether as a result of financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance or similar rules or otherwise), in each case, after giving effect to applicable “whitewash” or similar procedures to the extent any such “whitewash” or similar procedure is commercially reasonable in the good faith determination of the Borrower Representative; provided that, subject to the Agreed Security Principles, the applicable subsidiary shall use its commercially reasonable efforts to structure its Loan Guaranty to avoid or address such conflicts or risks and, where such restrictions, conflicts or risks apply, the relevant Loan Guaranty will be limited to the maximum amount or the maximum scope which such subsidiary may provide giving regard to applicable law, rules and legal principles (without subjecting members of management or directors of such subsidiary to any risk or personal and/or criminal liability);

(n) any broker-dealer subsidiary; and

(o) any other subsidiary of Holdings that is not required to provide a Loan Guaranty or Collateral as a result of the application of the Agreed Security Principles.

“Excluded Swap Obligation” means, with respect to any Loan Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Loan Guaranty of such Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such Swap Obligation (or any Loan Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof, or any Governmental Authority succeeding to any or all of its functions) (a) by virtue of such Loan 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 Section 3.20 of the Loan Guaranty and any other “keepwell”, support or other agreement for the benefit of such Loan Guarantor) at the time the Loan Guaranty of such Loan Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation or (b) in the case of any Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Loan Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee provided by (or grant of such security interest by, as applicable) such Loan Guarantor becomes or would become effective with respect to such Swap Obligation. If any 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 Loan Guaranty or security interest is or becomes illegal.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or Issuing Bank, or any other recipient of any payment to be made by or on account of any obligation of any Loan Party under any Loan Document, (a) any Taxes imposed on (or measured by) such recipient’s net income (however denominated) or overall gross income or franchise Taxes, (i) imposed as a result of such recipient being organized or having its

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principal office or other permanent establishment located in or, in the case of any Lender, having its applicable lending office located in, the taxing jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) any Taxes that are imposed or withheld under or pursuant to the German Defence against Tax ▇▇▇▇▇▇ Act (Gesetz zur Abwehr von Steuervermeidung und unfairem Steuerwettbewerb und zur Änderung weiterer Gesetze) as amended, (c) any branch profits Taxes imposed under Section 884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in clause (a), (d) any US federal, German or Dutch withholding Tax that is imposed on amounts payable to or for the account of such Lender (other than a Lender that became a Lender pursuant to an assignment under Section 2.19) with respect to an applicable interest in a Loan or Commitment pursuant to a Requirement of Law in effect on the date on which such Lender (i) acquires such interest in the applicable Commitment or, if such Lender did not fund the applicable Loan pursuant to a prior Commitment, on the date such Lender acquires its interest in such Loan or (ii) designates a new lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Tax were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such Lender immediately before it designated a new lending office, (e) any Tax imposed as a result of a failure by the Administrative Agent, such Lender or any Issuing Bank to comply with Section 2.17(f), (f) any withholding Tax imposed under FATCA, (g) Taxes, whether imposed by withholding or otherwise, assessed on a recipient under the laws of the Netherlands, if and to the extent such Taxes become payable as a result of such recipient having a substantial interest (aanmerkelijk belang) as defined in the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001) in a Dutch Loan Party and (h) Taxes imposed by the Netherlands pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021).

“Extended Revolving Credit Commitment” has the meaning assigned to such term in Section 2.23(a).

“Extended Revolving Loans” has the meaning assigned to such term in Section 2.23(a).

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

“Extension” has the meaning assigned to such term in Section 2.23(a).

“Extension Amendment” means an amendment to this Agreement that is reasonably satisfactory to the Administrative Agent (to the extent required by Section 2.23) and the Borrower Representative executed by each of (a) each Applicable Borrower and the Subsidiary Guarantors, (b) the Administrative Agent and (c) each Lender that has accepted the applicable Extension Offer pursuant hereto and in accordance with Section 2.23.

“Extension Offer” has the meaning assigned to such term in Section 2.23(a).

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or, except with respect to Articles 5 and 6, previously owned, leased, operated or used by Holdings, Intermediate Dutch Holdings or any of its Restricted Subsidiaries or any of their respective predecessors or Affiliates.

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

“FCPA” has the meaning assigned to such term in Section 3.17(c).

“Federal Funds Effective Rate” means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by Administrative Agent from three major US banks of recognized standing selected by it. If the Federal Funds Effective Rate is less than zero, it shall be deemed to be zero hereunder.

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“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or any successor source.

“Fee Letter” means that certain ▇▇▇▇▇▇▇ & Restated Fee Letter, dated as of November 18, 2020, by and among, the US Borrower, the Dutch Borrower and the Arrangers.

“Fifth Amendment” means that certain Fifth Amendment to Credit Agreement, dated as of the Fifth Amendment Effective Date, among Holdings, Intermediate Dutch Holdings, the Borrowers, the Loan Guarantors party thereto, the Previous Agent and the Lenders party thereto.

“Fifth Amendment Dollar Incremental Term Loan” has the meaning assigned to such term in the Fifth Amendment.

“Fifth Amendment Dollar Incremental Term Loan Commitment” has the meaning assigned to such term in the Fifth Amendment.

“Fifth Amendment Effective Date” has the meaning assigned to such term in the Fifth Amendment.

“Fifth Amendment Incremental Term Lender” has the meaning assigned to such term in the Fifth Amendment.

“Financial Covenant Standstill” has the meaning assigned to such term in Section 7.01(c).

“Financial Model” the model made available by the Sponsor to the Administrative Agent on January 24, 2021.

“First Amendment” means that certain First Amendment to Credit Agreement, dated as of the First Amendment Effective Date, among Holdings, Intermediate Dutch Holdings, the Borrowers, the Loan Guarantors party thereto, the Previous Agent and the Lenders party thereto.

“First Amendment Effective Date” has the meaning assigned to such term in the First Amendment.

“First Amendment Transaction Costs” means the fees, premiums, expenses and other transaction costs (including original issue discount and/or upfront fees) payable or otherwise borne by the Term Borrowers, any Parent Company and/or their respective subsidiaries in connection with the First Amendment Transactions and the transactions contemplated thereby.

“First Amendment Transactions” means, collectively, (a) the execution, delivery and performance by the Borrower and its applicable subsidiaries of the First Amendment and the other Loan Documents entered into on the First Amendment Effective Date and, in each case, the transactions contemplated thereby (including the incurrence of the 2021 Repricing Term Loans) and (b) the payment of First Amendment Transaction Costs.

“First Lien Debt” means (a) the Tranche B-3 Term Loans, the EighthTwelfth Amendment Revolving Loans, the Eleventh Amendment Dollar Refinancing Term Loans and the Eleventh Amendment Euro Refinancing Term Loans and (b) any other Indebtedness (other than any such Indebtedness among Holdings, Intermediate Dutch Holdings and/or any of their respective subsidiaries) that is secured by a Lien on the Collateral that is pari passu with the Lien securing the Tranche B-3 Term Loans, the EighthTwelfth Amendment Revolving Loans, the Eleventh Amendment Dollar Refinancing Term Loans and the Eleventh Amendment Euro Refinancing Term Loans.

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“First Lien Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit E hereto, with any changes thereto (whether material or immaterial) as the Borrower Representative and the Administrative Agent may agree in their respective reasonable discretion.

“First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio” means the ratio, as of any date of determination, of (a) Consolidated First Lien Debt plus the Unrestricted Cash Amount, in each case, as of the last day of the most recently ended Test Period to (b) Consolidated Adjusted EBITDA for the most recently ended Test Period, in each case, of Intermediate Dutch Holdings and its Restricted Subsidiaries on a consolidated basis.

“First Lien Net Leverage Ratio” means the ratio, as of any date of determination, of (a) Consolidated First Lien Debt as of the last day of the most recently ended Test Period to (b) Consolidated Adjusted EBITDA for the most recently ended Test Period, in each case, of Intermediate Dutch Holdings and its Restricted Subsidiaries on a consolidated basis.

“First Potential Covenant Testing Date” means the last day of the first full Fiscal Quarter ending after the Closing Date.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Intermediate Dutch Holdings, ending on December 31 of each year.

“Fitch” means Fitch Ratings, Inc.

“Fixed Amount” has the meaning assigned to such term in Section 1.12(c).

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

“Flood Hazard Property” means any Mortgaged Property that on the relevant date of determination includes a building and, as shown on a Flood Certificate, such building is located in a Special Flood Hazard Area.

“Flood Redesignation” means the designation of any Mortgaged Property as a Flood Hazard Property, where such property was not a Flood Hazard Property prior to such designation.

“Foreign Lender” means any Lender or Issuing Bank that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Foreign Subsidiary” means any existing or future direct or indirect subsidiary of Intermediate Dutch Holdings that is not a Domestic Subsidiary.

“Fourth Amendment Effective Date” means January 31, 2023.

“FSHCO” means (a) any direct or indirect Domestic Subsidiary that has no material assets other than the Capital Stock (or Capital Stock and Indebtedness) of one or more direct or indirect Foreign Subsidiaries of the US Top Borrower and (b) any direct or indirect Domestic Subsidiary that has no material assets other than the Capital Stock (or Capital Stock and Indebtedness) of one or more Persons of the type described in the immediately preceding clause (a).

“Future Quality of Earnings Report” has the meaning assigned to such term in the definition of “Consolidated Adjusted EBITDA”.

“GAAP” means generally accepted accounting principles in the US in effect and applicable to the accounting period in respect of which reference to GAAP is made.

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“German Loan Party” means any Loan Party that is a German Subsidiary.

“German StaRUG” means the German Act on the stabilization and restructuring framework for businesses (Gesetz über den Stabilisierungs- und Restrukturierungsrahmen für Unternehmen (Unternehmensstabilisierungs-und -restrukturierungsgesetz—StaRUG)).

“German Subsidiary” means any Restricted Subsidiary of Intermediate Dutch Holdings that is organized under the laws of Germany.

“Germany” means the Federal Republic of Germany.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with the US, a foreign government or any political subdivision thereof, including any applicable supranational body (such as the European Union or the European Central Bank).

“Governmental Authorization” means any permit, license, authorization, approval, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Grace” means GfK SE, a European company (societas Europaea) organized under the laws of Germany, having its registered seat in Nuremberg, Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Nuremberg under HRB 25014.

“Grace Acquisition” means the acquisition, directly or indirectly, by Intermediate Dutch Holdings of all of the outstanding equity interests and/or assets of Grace and the other Purchased Companies (as defined in the Grace Acquisition Agreement), all as set forth in Grace Acquisition Agreement.

“Grace Acquisition Agreement” means that certain Equity Purchase Agreement, dated as July 1, 2022, by and among, inter alios, AI PAVE Dutchco I B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its corporate seat at Amsterdam, the Netherlands, with its address at: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ and trade register number 81838441 and an indirect Parent Company of Intermediate Dutch Holdings, Grace, and the Sellers party thereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, and together with the exhibits, schedules, and all related documents.

“Grace Bidco” means Grace BidCo GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)) organized under the laws of Germany, having its registered seat in ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under 127678.

“Grace Holdco” means Grace HoldCo GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung (GmbH)) organized under the laws of Germany, having its registered seat in ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under 127656.

“Grace Transactions” has the meaning assigned to such term in the Seventh Amendment.

“Grace Transaction Costs” has the meaning assigned to such term in the Seventh Amendment.

“Granting Lender” has the meaning assigned to such term in Section 9.05(e).

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“Gross Outstandings” means, in relation to a Multi-Account Overdraft, the Ancillary Outstandings of that Multi-Account Overdraft but calculated on the basis that the words “(net of any credit balance on any account of any borrower under any Ancillary Facility with the relevant Ancillary Lender to the extent that such credit balance is freely available to be set-off by such Ancillary Lender against liabilities owing by such borrower under such Ancillary Facility)” in paragraph (a) of the definition of “Ancillary Outstandings” were deleted.

“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 or other monetary obligation of any other Person (the “Primary Obligor”) in any manner and including any obligation of the Guarantor (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation 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 or other monetary obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other monetary obligation, (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or monetary obligation, (e) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (f) secured by any Lien on any assets of such Guarantor securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Guarantor (or any right, contingent or otherwise, of any holder of such Indebtedness or other monetary obligation to obtain any such Lien); 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 in effect on the Closing Date or entered into in connection with any acquisition, Disposition or other transaction permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

“Hazardous Materials” means any chemical, material, substance or waste, or any constituent thereof, which is prohibited, limited or regulated under any Environmental Law or by any Governmental Authority or which poses a hazard to the Environment or to human health and safety, including without limitation, petroleum and petroleum by-products, asbestos and asbestos-containing materials, polychlorinated biphenyls, medical waste and pharmaceutical waste.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Material, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Material, and any corrective action or response action with respect to any of the foregoing.

“Hedge Agreement” means any agreement with respect to any Derivative Transaction (or any master agreement which is intended to govern multiple Derivative Transactions) between any Loan Party or any Restricted Subsidiary and any other Person.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any Hedge Agreement.

“Holdings” has the meaning assigned to such term in the preamble to this Agreement and shall, for the avoidance of doubt, include any Successor Holdings.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002, as in effect from time to time (subject to the provisions of Section 1.04), to the extent applicable to the relevant financial statements.

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“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary of Intermediate Dutch Holdings the contribution to Consolidated Adjusted EBITDA of which, when taken together with the contribution to Consolidated Adjusted EBITDA of all other Restricted Subsidiaries that are Immaterial Subsidiaries, does not exceed 5.00% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; provided 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 of Intermediate Dutch Holdings delivered pursuant to Section 4.01.

“Immediate Family Member” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, domestic partner, former domestic partner, sibling, mother-in-law, father-in-law, son-in-law and/or daughter-in-law (including any adoptive relationship), any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals, such individual’s estate (or an executor or administrator acting on its behalf), heirs or legatees or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

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

“Incremental Calculation Methodology” has the meaning assigned to such term in the definition of “Incremental Cap”.

“Incremental Cap” means:

(a) the sum of:

(i) the Shared Incremental Amount, minus (A) the aggregate outstanding principal amount of any Incremental Facility and/or Incremental Equivalent Debt previously incurred or issued in reliance on the Shared Incremental Amount, minus (B) the aggregate outstanding principal amount of any Ratio Debt issued and/or incurred in reliance on the Shared Incremental Amount pursuant to Section 6.01(w)(i), in the case of clauses (A) and (B); after giving effect to (1) any reclassification of any Incremental Facility and/or Incremental Equivalent Debt as having been issued or incurred in reliance on the Incremental Incurrence-Based Component and/or (2) any reclassification of any Ratio Debt as having been incurred in reliance on Section 6.01(w)(ii); plus

(ii) any unused amount available under Section 6.01(u) (this clause (ii) the “Reallocated General Debt Basket Incremental Component”); plus

(iii) if greater than zero, an additional amount of Incremental Revolving Facilities not to exceed the maximum amount that could be implemented such that, immediately upon the effectiveness thereof, the aggregate amount of the Revolving Credit Commitments of all Classes does not exceed an amount equal to 75% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period at the time of the implementation of such Incremental Revolving Facility, after giving effect to (1) any reclassification of any Incremental Facility and/or Incremental Equivalent Debt as having been issued or incurred in reliance on the Incremental Incurrence-Based Component and/or (2) any reclassification of any Ratio Debt as having been incurred in reliance on Section 6.01(w)(ii) (this clause (iii), the “Additional Revolving Incremental Amount”); plus

(b) in the case of any Incremental Facility or Incremental Equivalent Debt that effectively extends (i) the Maturity Date with respect to any Class of Loans and/or Commitments hereunder and/or (ii) the maturity date with respect to any other First Lien Debt, an amount equal to the portion of the relevant Class of Loans or Commitments or such other First Lien Debt that will be replaced by such Incremental Facility or Incremental Equivalent Debt; plus

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(c)in the case of any Incremental Facility or Incremental Equivalent Debt that effectively replaces any Revolving Credit Commitment terminated in accordance with Section 2.19 hereof, an amount equal to the relevant terminated Revolving Credit Commitment; plus

(d) (x) (i) the amount of any voluntary prepayment, redemption, repurchase or other retirement of (A) any Loan (including any Initial Term Loan, any 2021 Repricing Term Loan, any 2023 Incremental Dollar Term Loan, any Seventh Amendment Euro Incremental Term Loan, any Ninth Amendment Dollar Refinancing Term Loan, any Ninth Amendment Euro Refinancing Term Loan, any Eleventh Amendment Dollar Refinancing Term Loan, any Eleventh Amendment Euro Refinancing Term Loan and/or any Additional Term Loan) and/or any other First Lien Debt, (B) the amount of any permanent reduction of (1) any Revolving Credit Commitment and/or any revolving commitment in respect of any First Lien Debt and (ii) the amount of any reduction in the outstanding principal amount of any Term Loan and/or any other First Lien Debt resulting from any assignment of such Term Loan or First Lien Debt to (and/or any purchase of such Term Loan or First Lien Debt by) Holdings, Intermediate Dutch Holdings and/or any of its Restricted Subsidiaries; provided that, in the case of each of clauses (x)(i) and (ii), the relevant prepayment, redemption, purchase, assignment, redemption or other retirement was not funded with the proceeds of any long-term Indebtedness (other than revolving Indebtedness); plus

(e) an unlimited amount so long as, in the case of this clause (e), after giving effect to the relevant Incremental Facility and/or Incremental Equivalent Debt, as applicable:

(i) if such Incremental Facility and/or Incremental Equivalent Debt constitutes First Lien Debt, the First Lien Net Leverage Ratio does not exceed (A) 3.50:1.00 or (B) if such Incremental Facility and/or Incremental Equivalent Debt, as applicable, is incurred in connection with an acquisition or similar Investment, at the election of the Borrower Representative, the First Lien Net Leverage Ratio does not exceed the greater of (x) 3.50:1.00 and (y) the First Lien Net Leverage Ratio as of the end of the most recently ended Test Period;

(ii) if such Incremental Facility and/or Incremental Equivalent Debt constitutes Junior Lien Debt, (A) at the election of the Borrower Representative, either (x) the Secured Net Leverage Ratio does not exceed 3.75:1.00 or (y) the Interest Coverage Ratio is not less than 2.00:1.00 or (B) if such Incremental Facility and/or Incremental Equivalent Debt, as applicable, is incurred in connection with an acquisition or similar Investment, at the election of the Borrower Representative, either (x) the Secured Net Leverage Ratio does not exceed the greater of (1) 3.75:1.00 and (2) the Secured Net Leverage Ratio as of the last day of the most recently ended Test Period or (y) the Interest Coverage Ratio is not less than the lesser of (1) 1.75:1.00 and (2) the Interest Coverage Ratio as of the last day of the most recently ended Test Period; or

(iii) if such Incremental Facility and/or Incremental Equivalent Debt is unsecured, (A) at the election of the Borrower Representative, either (x) the Total Net Leverage Ratio does not exceed 4.00:1.00 or (y) the Interest Coverage Ratio is not less than 2.00:1.00 or (B) if such Incremental Facility and/or Incremental Equivalent Debt, as applicable, is incurred in connection with an acquisition or similar Investment, at the election of the Borrower Representative, either (x) the Total Net Leverage Ratio does not exceed the greater of (1) 4.00:1.00 and (2) the Total Net Leverage Ratio as of the last day of the most recently ended Test Period or (y) the Interest Coverage Ratio is not less than the lesser of (1) 1.75:1.00 and (2) the Interest Coverage Ratio as of the last day of the most recently ended Test Period;

in each case described in this clause (e), calculated on a Pro Forma Basis, including the application of the proceeds thereof (in the case of each of clause (i), (ii) and (iii), without “netting” the cash proceeds of the applicable Incremental Facility or Incremental Equivalent Debt on the consolidated balance sheet of Intermediate Dutch Holdings), and in the case of any Incremental Facility or Incremental Equivalent Debt consisting of a revolving facility or a delayed draw term loan facility then being incurred or established, the same shall be assumed to be fully drawn on the relevant date of determination (this clause (e), the “Incremental Incurrence-Based Component”);

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provided that:

(A) any Incremental Facility and/or Incremental Equivalent Debt may be incurred under one or more of clauses (a) through (e) of this definition as selected by the Applicable Borrower in its sole discretion; provided, that unless the Applicable Borrower elects otherwise, so long as no MFN Provision would be triggered by the incurrence or implementation thereof, any such Incremental Facility and/or Incremental Equivalent Debt will be deemed to have been incurred under the Incremental Incurrence-Based Component, to the maximum extent permitted thereunder (and calculated as described below);

(B) if any Incremental Facility or Incremental Equivalent Debt is intended to be incurred or implemented in reliance on the Incremental Incurrence-Based Component and any other clause of this definition in a single transaction or series of related transaction, (A) the permissibility of the portion of such Incremental Facility or Incremental Equivalent Debt to be incurred or implemented under the Incremental Incurrence-Based Component shall first be determined without giving effect to any Indebtedness substantially concurrently incurred or implemented under any other clause of this definition, but giving full pro forma effect to the use of proceeds and/or commitment of the entire amount of such Incremental Facility or Incremental Equivalent Debt and the related transactions, and (B) the permissibility of the portion of such Incremental Facility or Incremental Equivalent Debt to be incurred or implemented under the other applicable clauses of this definition shall be determined thereafter; and

(C) any portion of any Incremental Facility or Incremental Equivalent Debt that is incurred or implemented under clauses (a) through (d) of this definition (and any Ratio Debt incurred in reliance on clauses (a) or (d) of this definition) will be automatically reclassified as having been incurred or implemented under the Incremental Incurrence-Based Component (or, in the case of any Ratio Debt, Section 6.01(w)(ii)) if, at any time after the incurrence or implementation thereof, such portion of such Incremental Facility, Incremental Equivalent Debt or Ratio Debt, as applicable, would, using the figures reflected in the financial statements most recently delivered pursuant to Section 5.01(a) or (b) or, if available earlier, the financial statements that are internally available for the then most recently ended Fiscal Quarter (it being understood and agreed that, with respect to the fourth Fiscal Quarter of any Fiscal Year, prior to the date on which financial statements of the type described in Section 5.01(b) for such Fiscal Year are delivered or become internally available, the Applicable Borrower may, in its sole discretion, rely on financial statements of the type described in Section 5.01(a) to trigger the reclassification of any transaction based on the financial results as of the end of the fourth Fiscal Quarter of such Fiscal Year), be permitted under the First Lien Net Leverage Ratio test, Secured Net Leverage Ratio test, Total Net Leverage Ratio test or Interest Coverage Ratio test, as applicable, set forth in clause (e) of this definition (or, in the case of any Ratio Debt, Section 6.01(w)(ii)); it being understood and agreed that once such Incremental Facility or Incremental Equivalent Debt is reclassified in accordance with the preceding sentence, it shall not further be reclassified as having been incurred under the provision of this definition in reliance on which such Incremental Facility or Incremental Equivalent Debt (or Ratio Debt) was originally incurred (clauses (A) through (C) above, the “Incremental Calculation Methodology”).

“Incremental Commitment” means any commitment made by a lender to provide all or any portion of any Incremental Facility or Incremental Loan.

“Incremental Equivalent Debt” means Indebtedness in the form of pari passu senior secured or unsecured notes or loans and/or junior secured or unsecured notes or loans and/or, in each case commitments in respect of any of the foregoing; provided, that:

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(a) the aggregate outstanding principal amount (or committed amount, if applicable) thereof shall not exceed the sum of (i) Incremental Cap (as in effect at the time of determination, including giving effect to any reclassification on or prior to such date of determination) and (ii) at the Election of the Borrower Representative, any additional amount of Indebtedness otherwise permitted to be incurred under this Agreement;

(b) the Weighted Average Life to Maturity applicable to such notes or loans (other than Customary Bridge Loans and/or revolving Indebtedness) is no shorter than the Weighted Average Life to Maturity of the then existing Term Loans; provided, that any Term Borrower may incur Incremental Equivalent Debt with a Weighted Average Life to Maturity (as determined in the date of incurrence of such Incremental Equivalent Debt) shorter than the remaining Weighted Average Life to Maturity of the Tranche B-3 Term Loans, the Eleventh Amendment Dollar Refinancing Term Loans and the Eleventh Amendment Euro Refinancing Term Loans in an aggregate outstanding principal amount not to exceed the then available Inside Maturity Amount;

(c) the final maturity date with respect to such notes or loans (other than Customary Bridge Loans and/or revolving Indebtedness) is no earlier than the Latest Term Loan Maturity Date on the date of the issuance or incurrence, as applicable, thereof; provided, that any Term Borrower may incur Incremental Equivalent Debt with a final maturity date earlier than the relevant Latest Term Loan Maturity Date in an aggregate outstanding principal amount not to exceed the then available Inside Maturity Amount;

(d) subject to clauses (b) and (c), such Indebtedness may otherwise have an amortization schedule as determined by the Borrower Representative and the lenders providing such Incremental Equivalent Debt;

(e) the currency, pricing (including any “MFN” or other pricing terms), interest rate margins, rate floors, fees, premiums (including prepayment premiums), funding discounts and the maturity and amortization schedule applicable to any Incremental Equivalent Debt shall be determined by the Applicable Borrower and the lender or lenders providing such Incremental Equivalent Debt;

(f) such Incremental Equivalent Debt will be documented pursuant to separate documentation from the credit agreement governing the Credit Facilities;

(g) if such Indebtedness is (i) secured by the Collateral on a pari passu basis with the Secured Obligations that constitute First Lien Debt, (ii) secured by the Collateral on a junior basis as compared to the Secured Obligations that constitute First Lien Debt or (iii) subordinated to the Obligations in right of payment, then the holders of such Indebtedness shall be party to an Intercreditor Agreement; and

(h) no such Indebtedness may be (A) issued or guaranteed by any Person which is not a Loan Party (it being understood and agreed that the obligations of any Person with respect to any Escrow arrangement into which the proceeds of such Incremental Equivalent Debt are deposited shall not constitute a guarantee by any Person) or (B) secured by any asset that does not constitute Collateral; it being understood that any Incremental Equivalent Debt that is funded into Escrow pursuant to customary (in the good faith determination of the Borrower Representative) escrow arrangements may be secured by the applicable funds and related assets held in Escrow (and the proceeds thereof) until the date on which such funds are released from Escrow.

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

“Incremental Facility Amendment” means an amendment to this Agreement that is reasonably satisfactory to the Administrative Agent (solely for purposes of giving effect to Section 2.22) and the Borrower Representative executed by each of (a) Holdings, Intermediate Dutch Holdings and each Applicable Borrower, (b) the Administrative Agent and (c) each Lender that agrees to provide all or any portion of the Incremental Facility being incurred pursuant thereto and in accordance with Section 2.22.

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“Incremental Incurrence-Based Component” has the meaning assigned to such term in the definition of “Incremental Cap”.

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

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

“Incremental Revolving Commitment” means any commitment made by a lender to provide all or any portion of any Incremental Revolving Facility.

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

“Incremental Revolving Facility Lender” means, with respect to any Incremental Revolving Facility, each Revolving Lender providing any portion of such Incremental Revolving Facility.

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

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

“Incremental Term Loan” has the meaning assigned to such term in Section 2.22(a).

“Incurrence-Based Amount” has the meaning assigned to such term in Section 1.12(c).

“Indebtedness” as applied to any Person means, without duplication:

(a) all indebtedness for borrowed money;

(b) that portion of obligations with respect to Capital Leases to the extent recorded as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

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

(d) any obligation of such Person owed for all or any part of the deferred purchase price of property or services (excluding (i) any earn out obligation or purchase price adjustment until such obligation (A) becomes a liability on the statement of financial position or balance sheet (excluding the footnotes thereto) in accordance with GAAP and (B) has not been paid within 30 days after becoming due and payable, (ii) any such obligation incurred under ERISA, (iii) accrued expenses and trade accounts payable in the ordinary course of business (including on an inter-company basis) and (iv) liabilities associated with customer prepayments and deposits), which purchase price is (A) due more than six months from the date of the incurrence of the obligation in respect thereof or (B) evidenced by a note or similar written instrument);

(e) any Indebtedness of any other Person secured by any Lien on any asset owned or held by such Person regardless of whether the Indebtedness secured thereby has been assumed by such Person or is non-recourse to the credit of such Person;

(f) the face amount of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for reimbursement of drawings;

(g) the Guarantee by such Person of the Indebtedness of another;

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(h) all obligations of such Person in respect of any Disqualified Capital Stock; and

(i) all net obligations of such Person in respect of any Derivative Transaction, including any Hedge Agreement, whether or not entered into for hedging or speculative purposes;

provided that (i) in no event shall any obligation under any Derivative Transaction be deemed to constitute “Indebtedness” for any calculation of the First Lien Net Leverage Ratio, the First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio or any other financial ratio under this Agreement, (ii) the amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (A) the aggregate unpaid principal amount of such Indebtedness and (B) the fair market value of the property encumbered thereby as determined by such Person in good faith and (iii) the term “Indebtedness” shall exclude (A) intercompany loans and/or advances arising from cash management, tax and accounting operations and (B) intercompany loans and/or advances made in the ordinary course of business that have a term that does not exceed 364 days (inclusive of any rollover or extension of maturity).

For all purposes hereof, the Indebtedness of any Person shall (i) include the Indebtedness of any third person (including any partnership in which such Person is a general partner and any unincorporated joint venture in which such Person is a joint venture) to the extent such Person would be liable therefor under applicable Requirements of Law or any agreement or instrument by virtue of such Person’s ownership interest in such Person, (A) except to the extent the terms of such Indebtedness; provided, that such Person is not liable therefor and (B) only to the extent the relevant Indebtedness is of the type that would be included in the calculation of Consolidated Total Debt; provided, that notwithstanding anything herein to the contrary, the term “Indebtedness” shall not include, and shall be calculated without giving effect to, (1) the effects of Accounting Standards Codification Topic 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose hereunder as a result of accounting for any embedded derivatives created by the terms of such Indebtedness (it being understood that any such amounts that would have constituted Indebtedness hereunder but for the application of this proviso shall not be deemed an incurrence of Indebtedness hereunder) and (2) the effects of Statement of Financial Accounting Standards No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivative created by the terms of such Indebtedness (it being understood that any such amounts that would have constituted Indebtedness under this Agreement but for the application of this sentence shall not be deemed to be an incurrence of Indebtedness under this Agreement) and (ii) exclude obligations incurred in advance of, and the proceeds of which are to be applied in connection with, the consummation of any transaction solely to the extent the proceeds thereof are and continue to be held in an escrow, trust, collateral or similar account or arrangement (collectively, an “Escrow”) and are not otherwise made available to such Person.

The amount of any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the initial stated principal amount thereof without giving effect to any such discount.

“Indemnified Taxes” means all Taxes, other than Excluded Taxes or 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.

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

“Initial Internal Reorganization” has the meaning assigned to such term in Section 1.17.

“Initial Lenders” means the Arrangers and the affiliates of the Arrangers who are party to this Agreement as Lenders on the Closing Date.

“Initial MFN Provision” has the meaning assigned to such term in Section 2.22(a)(v)(A).

“Initial Revolving Credit Commitment” means, with respect to any Person, the commitment of such Person to make Initial Revolving Loans (and acquire participations in Letters of Credit and Swingline Loans) hereunder as set forth on the Commitment Schedule, or in the Assignment Agreement pursuant to which such Person assumed its Initial Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to

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Section 2.09 or Section 2.19, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.05, (c) increased pursuant to Section 2.22 or (d) other than for purposes of determining the Required Lenders or Required Revolving Lenders at any time, if such Lender is an Ancillary Lender, decreased by the amount of such Lender’s Ancillary Commitment (and is increased to the extent that any such Ancillary Commitment is reduced, cancelled or terminated). The aggregate amount of the Initial Revolving Credit Commitments as of the Eighthhas the meaning assigned to such term in this Agreement immediately prior to the Twelfth Amendment Effective Date is $0.

“Initial Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate Outstanding Amount at such time of all Initial Revolving Loans of such Lender, plus the aggregate amount at such time of such ▇▇▇▇▇▇’s LC Exposure and Swingline Exposure, in each case, attributable to its Initial Revolving Credit Commitment.

“Initial Revolving Credit Maturity Date” means (a) with respect to the Eighth Amendment Non-Extending Revolving Commitments, the date that is five years after the Closing Date and (b) with respect to the Eighth Amendment Extending Revolving Commitments, March 5, 2028July 30, 2030 (the “Initial Extended Revolving Credit Maturity Date”); provided that, with respect to this clause (b), if by a date no later than the then applicable Modified Extended Revolving Credit Maturity Date, any Term Loans with an aggregate principal amount in excess of $1,000,000,000 (or any Indebtedness (other than Revolving Loans) which replaces or refinances such outstanding Term Loans) are outstanding and the Maturity Date applicable to such Term Loans or other Indebtedness is earlier than thatthe date that is 90 days after the Initial Extended Revolving Credit Maturity Date (such earlier Maturity Date, the “Trigger Term Loan Maturity Date”), such Initial Revolving Credit Maturity Date shall be the later of (x) December 5, 2027 and (y) the date that is 91 days prior to the Trigger Term Loan Maturity Date (such later date, the “Modified Extended Revolving Credit Maturity Date”).

“Initial Revolving Facility” means the Initial Revolving Credit Commitments and the Initial Revolving Loans and other extensions of credit thereunder.

“Initial Revolving Lender” means any Lender with an Initial Revolving Credit Commitment or any Initial Revolving Credit Exposure.

“Initial Revolving Loan” has the meaning assigned to such term in Section  2.01(a)(ii)this Agreement immediately prior to the Twelfth Amendment Effective Date.

“Initial Term Lender” means each Lender with an Initial Term Loan Commitment or an outstanding Initial Term Loan, including, for the avoidance of doubt, each Tranche B-1 Term Lender, each Tranche B-2 Term Lender and each Tranche B-3 Term Lender.

“Initial Term Loan Commitment” means the Tranche B-1 Commitment, the Tranche B-2 Commitment and the Tranche B-3 Commitment, as the case may be.

“Initial Term Loan Maturity Date” means the date that is seven years after the Closing Date.

“Initial Term Loans” means the Tranche B-1 Term Loans, the Tranche B-2 Term Loans and the Tranche B-3 Term Loans.

“Inside Maturity Amount” means (a) the greater of $246,000,000 and 50% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period minus (b) the aggregate outstanding principal amount of Indebtedness incurred in reliance on (i) Section 2.22, (ii) Section 6.01(p), (iii) Section 6.01(z) and/or (iv) Section 9.02(c) that, in each case under this clause (b), (A) consists of debt for borrowed money of a Loan Party, (B) (1) has a maturity date that is earlier than the Latest Term Loan Maturity Date as determined at the time of occurrence of such other Indebtedness and/or (2) has a Weighted Average Life to Maturity that is shorter than the remaining Weighted Average Life to Maturity of any then-existing tranche of Term Loans (as determined at the date of incurrence of such other Indebtedness) (without giving effect to any prepayment thereof that would otherwise modify the Weighted Average Life to Maturity thereof) and (C) is incurred in reliance on the Inside Maturity Amount.

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“Intellectual Property Security Agreement” means any agreement, or a supplement thereto, executed on or after the Closing Date confirming or effecting the grant of any Lien on US IP Rights owned by any Loan Party to the US Collateral Agent, for the benefit of the Secured Parties, required in accordance with this Agreement and the US Security Agreement, including an Intellectual Property Security Agreement substantially in the form of Exhibit C hereto.

“Intercreditor Agreement” means

(a) with respect to any Indebtedness that constitutes First Lien Debt, a First Lien Intercreditor Agreement;

(b) with respect to any Indebtedness that constitutes Junior Lien Debt, a Junior Lien Intercreditor Agreement; and/or

(c) with respect to any Indebtedness, any other intercreditor or subordination agreement or arrangement (which may take the form of a “waterfall” or similar provision), as applicable, the terms of which are (i) consistent with market terms (as determined by the Borrower Representative in good faith) governing arrangements for the sharing and/or subordination of liens and/or arrangements relating to the distribution of payments, as applicable, at the time the relevant intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto and/or (ii) reasonably acceptable to the Borrower Representative and the Administrative Agent.

“Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Adjusted EBITDA for the most recently ended Test Period to (b) Ratio Interest Expense for the most recently ended Test Period, in each case of Intermediate Dutch Holdings and its Restricted Subsidiaries on a consolidated basis; provided, that, for purposes of calculating the Interest Coverage Ratio for any period ending prior to the first anniversary of the Closing Date, Ratio Interest Expense shall be an amount equal to actual Ratio Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.

“Interest Election Request” means a request by the Borrower Representative in the form of Exhibit H hereto or another form reasonably acceptable to the Administrative Agent to convert or continue a Borrowing in accordance with Section 2.08.

“Interest Payment Date” means (a) with respect to any ABR Loan or Canadian Prime Rate Loan, each Scheduled Payment Date and the maturity date applicable to such ABR Loan or Canadian Prime Rate Loan, (b) with respect to any Daily Simple ▇▇▇▇▇ Loan, each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and the maturity date applicable to such Loan and (b) with respect to any LIBO Rate Loan or any Term SOFR Rate 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 LIBO Rate Loan or such Term SOFR Rate Loan with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing.

“Interest Period” means with respect to (x) any LIBO Rate Borrowing (other than a LIBO Rate Borrowing denominated in Canadian Dollars) or Term SOFR Rate 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 (or, to the extent (i) available to all relevant affected Lenders and the Administrative Agent and (ii) administratively feasible for the Administrative Agent (as reasonably determined by the Administrative Agent), 12 months or a shorter period) thereafter and (y) any Term ▇▇▇▇▇ Borrowing denominated in Canadian Dollars, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one or three months (or, to the extent available to all relevant affected Lenders, two months or a shorter

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period), as the Borrower Representative may elect; provided that (i) 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 (ii) 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.

“Intermediate Dutch Holdings” has the meaning assigned to such term in the preamble to this Agreement.

“Intra-Group Liabilities” has the meaning assigned to such term in Section 5.12(g)(iv).

“Investment” means (a) any purchase or other acquisition for consideration by Intermediate Dutch Holdings or any of its Restricted Subsidiaries of any of the Capital Stock of any other Person (other than any Loan Party), (b) the acquisition for consideration by Intermediate Dutch Holdings or any of its Restricted Subsidiaries by purchase or otherwise (other than any purchase or other acquisition of inventory, materials, supplies and/or equipment in the ordinary course of business) of all or a substantial portion of the business, property or fixed assets of any other Person or any division or line of business or other business unit of any other Person and (c) any loan, advance (other than any advance to any current or former employee, officer, director, member of management, manager, consultant or independent contractor of Intermediate Dutch Holdings, any Restricted Subsidiary, or any Parent Company for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by Intermediate Dutch Holdings or any of its Restricted Subsidiaries to any other Person. Subject to Section 5.10, the amount of any Investment shall be the original cost of such Investment, plus the cost of any addition thereto that otherwise constitutes an Investment, without any adjustments for any increase or decrease in value, or any write-up, write-down or write-off with respect thereto, but giving effect to (i) any repayment of principal and/or interest in the case of any Investment in the form of a loan or other debt instrument and (ii) any return of capital or return on Investment in the case of any equity Investment (whether as a distribution, dividend, redemption or sale but not in excess of the amount of the relevant initial Investment). It is understood and agreed that the term “Investment” shall exclude (A) intercompany advances arising from cash management, tax and accounting operations and (B) intercompany loans, advances or Indebtedness made in the ordinary course of business that have a term that does not exceed 364 days (inclusive of any rollover or extension of maturity).

“Investors” means (a) the Sponsor, (b) the Management Investors and (c) other investors that, directly or indirectly, beneficially own Capital Stock in Holdings on the Closing Date, which may include one or more of the Sponsor’s limited partners.

“IP Rights” has the meaning assigned to such term in Section 3.05(c).

“IP Separation and Relicense Transaction” means (a) any Disposition by any Loan Party of any Material Intellectual Property to any Unrestricted Subsidiary (other than any bona fide operational joint venture established for legitimate business purposes) and/or (b) any Investment by any Loan Party in the form of a contribution of Material Intellectual Property to any Unrestricted Subsidiary (other than any bona fide operational joint venture established for legitimate business purposes), in each case, which Material Intellectual Property is, following the consummation of such Investment licensed by Intermediate Dutch Holdings and/or any Restricted Subsidiary from the recipient of such Material Intellectual Property for use by Intermediate Dutch Holdings and/or such Restricted Subsidiary in the ordinary course of business (other than pursuant to a bona fide “transition service” or similar arrangement or in the same manner as other customers, suppliers or commercial partners of the relevant transferee generally).

“IP Separation Transaction” means (a) any Disposition by any Loan Party of any Material Intellectual Property to any Unrestricted Subsidiary (other than any bona fide operational joint venture established for legitimate business purposes or in connection with the transfer of a business line or unit) and/or (b) any Investment by any Loan Party in the form of a contribution of Material Intellectual Property to any Unrestricted Subsidiary (other than any bona fide operational joint venture established for legitimate business purposes or in connection with the transfer of a business line or unit).

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“IPO” means any transaction or series of related transactions (including any initial public offering) that results in any of the common Capital Stock of Intermediate Dutch Holdings, Holdings and/or any Parent Company (and/or any permitted successor thereto) being publicly traded on any US national securities exchange or over-the-counter market or any analogous exchange in any other jurisdiction.

“IPO Entity” means, following any IPO, the Person the Capital Stock of which is publicly traded as a result of such IPO (which may, for the avoidance of doubt, be a Person the Capital Stock of which was publicly traded prior to such IPO).

“IPO Listco” means (a) any IPO Entity or (b) any Wholly-Owned Subsidiary of Holdings formed in contemplation of an IPO to become the IPO Entity.

“IPO Reorganization Transaction” means, collectively, the transactions taken in connection with and reasonably related to consummating an IPO, including:

(a) formation and ownership of any IPO Shell Company;

(b) entry into, and performance of, (i) a reorganization or similar agreement among any of Intermediate Dutch Holdings, one or more of its subsidiaries, any Parent Company and/or any IPO Shell Company that implements a transaction described in this definition of “IPO Reorganization Transaction” and any other reorganization transaction in connection with any IPO, so long as after giving effect to such agreement and the transactions contemplated thereby, in the good faith determination of the Borrower Representative, the security interests of the Lenders in the Collateral and each Loan Guaranty, taken as a whole, would not be materially impaired and (ii) any customary underwriting agreement in connection with an IPO and any future follow-on underwritten public offering of common Capital Stock in the IPO Entity, including the provision by any IPO Entity and Holdings, Intermediate Dutch Holdings or any Borrower of customary representations, warranties, covenants and indemnification to the underwriters thereunder;

(c) (i) the merger of any IPO Subsidiary with one or more direct or indirect holders of Capital Stock in Intermediate Dutch Holdings with such IPO Subsidiary as the survivor of such merger and holding Capital Stock in Holdings and/or (ii) the dividend or other distribution by Holdings, Intermediate Dutch Holdings or any Borrower of Capital Stock of any IPO Shell Company or other transfer of ownership to the holder of Capital Stock of Holdings;

(d) the issuance of the Capital Stock of any IPO Shell Company to holders of Capital Stock of Holdings in connection with any IPO Reorganization Transaction;

(e) the making of Restricted Payments to (or Investments in) any IPO Shell Company or Holdings or any subsidiary to permit Holdings, Intermediate Dutch Holdings or any Borrower Representative 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 amount necessary for IPO Listco to pay, IPO-related expenses and the making of any such distribution by Holdings;

(f) the repurchase by IPO Listco of its Capital Stock from Holdings, Intermediate Dutch Holdings, any Borrower or any subsidiary;

(g) the entry into any exchange agreement, pursuant to which holders of Capital Stock of Holdings and certain non-economic/voting Capital Stock in IPO Listco will be permitted to exchange such interests for certain economic/voting Capital Stock of IPO Listco;

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(h) any issuance, dividend or distribution of the Capital Stock of any IPO Shell Company or other Disposition of ownership thereof to any IPO Shell Company and/or the direct or indirect holders of Capital Stock of Holdings; and

(i) any other transaction reasonably incidental to, or necessary for the consummation of, an IPO so long as after giving effect to such transaction, in the good faith determination of the Borrower Representative, the security interests of the Lenders in the Collateral and each Loan Guaranty, taken as a whole, would not be materially impaired.

“IPO Shell Company” means, collectively, IPO Listco and each IPO Subsidiary.

“IPO Subsidiary” means any Wholly-Owned Subsidiary of IPO Listco formed in contemplation of, and to facilitate, any IPO Reorganization Transaction and any IPO.

“IRS” means the US Internal Revenue Service.

“ISDA CDS Definitions” has the meaning assigned to such term in Section 9.02.

“Issuing Bank” means, as the context may require, (a) the Administrative Agent (in its capacity as an issuer of Letters of Credit hereunder) and (b) each Revolving Lender (each such Person in its capacity as an issuer of Letters of Credit hereunder) (it being understood and agreed that each Revolving Lender shall have a commitment to issue Letters of Credit hereunder that is at least equal to its Applicable Percentage of the Total Revolving Credit Commitments of the relevant Class of Revolving Loans). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by any branch or Affiliate of such Issuing Bank, in which case the term “Issuing Bank” shall include any such branch or Affiliate with respect to Letters of Credit issued by such branch or Affiliate. No Issuing Bank shall be required to issue any bank guarantee or documentary Letter of Credit without its consent.

“Joinder Agreement” means a Joinder Agreement substantially in the form of Exhibit K or such other form that is reasonably satisfactory to the Administrative Agent and the Borrower Representative; it being understood and agreed that any Joinder Agreement executed by any Foreign Subsidiary may include such modifications as may be necessary to reflect the fact that such Foreign Subsidiary may not become party to the US Security Agreement.

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

“Judgment Currency” has the meaning assigned to such term in Section 9.25.

“Junior Lien Debt” means any Indebtedness (other than Indebtedness among Holdings, Intermediate Dutch Holdings and/or any of their respective subsidiaries) that is secured by a Lien on the Collateral that is expressly junior to the Lien on the Collateral securing the Tranche B-3 Term Loans, the EighthTwelfth Amendment Revolving Loans, the Eleventh Amendment Dollar Refinancing Term Loans and the Eleventh Amendment Euro Refinancing Term Loans.

“Junior Lien Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit G hereto, with any changes thereto (whether material or immaterial) as the Borrower Representative and the Administrative Agent may agree in their respective reasonable discretion.

“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 Term Loan, Term Commitment, Revolving Loan or Revolving Credit Commitment.

“Latest Revolving Credit Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any Revolving Loan or Revolving Credit Commitment hereunder at such time.

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“Latest Term Loan Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any Term Loan hereunder at such time.

“LC Collateral Account” has the meaning assigned to such term in Section 2.05(i).

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

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit (other than any Letter of Credit that is subject to Letter of Credit Support at such time) at such time and (b) the aggregate principal amount of all LC Disbursements that have not yet been reimbursed at such time. The LC Exposure of any Revolving Lender at any time shall equal its Applicable Revolving Credit Percentage of the aggregate LC Exposure at such time.

“Legal Reservations” means the application of the relevant Debtor Relief Laws, general principles of equity and/or principles of good faith and fair dealing.

“Lender Party” has the meaning assigned to such term in Section 9.14.

“Lenders” means the Term Lenders, the Revolving Lenders and any other Person that becomes a party hereto pursuant to an Assignment Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment Agreement.

“Letter of Credit” means (a) any letter of credit issued pursuant to this Agreement and/or (b) any bank guarantee issued pursuant to this Agreement.

“Letter of Credit Commitment” means with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit in an aggregate amount at least equal to the product of (a) such Issuing Bank’s pro rata share of the Total Revolving Credit Commitment and (b) the Letter of Credit Sublimit. The aggregate amount of the Letter of Credit Commitments as of the Fourth Amendment Effective Date is $80,000,000.

“Letter of Credit Reimbursement Loan” has the meaning assigned to such term in Section 2.05(d)(i).

“Letter of Credit Request” means a request by the Applicable Revolving Borrower for a new Letter of Credit or an amendment to any existing Letter of Credit in accordance with Section 2.05 and substantially in the form of Exhibit N hereto or such other form that is reasonably satisfactory to the relevant Issuing Bank and the Borrower Representative.

“Letter-of-Credit Right” has the meaning set forth in Article 9 of the UCC.

“Letter of Credit Sublimit” means $80,000,000 and subject to increase in accordance with Section 2.22 hereof.

“Letter of Credit Support” means, with respect to any Letter of Credit, that (a) such Letter of Credit has been Cash collateralized or otherwise backstopped in an amount equal to 100% of the face amount of such Letter of Credit, (b) a separate letter of credit has been issued in favor of the relevant Issuing Bank (or its designee) with respect to such Letter of Credit pursuant to arrangements reasonably satisfactory to such Issuing Bank and in an amount equal to 100% of the face amount of the applicable Letter of Credit issued hereunder, (c) such Letter of Credit has been deemed reissued under another agreement in a manner reasonably acceptable to the applicable Issuing Bank or (d) other arrangements reasonably acceptable to the relevant Issuing Bank with respect to such Letter of Credit.

“LIBO Rate” means, (a) in the case of Loans denominated in any Alternate Currency (other than Euros and Canadian Dollars), the Published LIBO Rate, (b) in the case of Loans denominated in Euros, the Published EURIBOR Rate and (c) in the case of Loans denominated in Canadian Dollars, the Term ▇▇▇▇▇, in each case, as

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adjusted to reflect applicable reserves prescribed by governmental authorities; provided, that, in no event shall the LIBO Rate be less than (i) in the case of the Initial Term Loans, prior to the First Amendment Effective Date, with respect to (x) the Tranche B-1 Term Loans, 0.00% per annum, (y) the Tranche B-2 Term Loans, 0.00% per annum and (z) the Tranche B-3 Term Loans, 0.00% per annum, (ii) in the case of the Initial Revolving Loans, prior to the Eighth Amendment Effective Date, 0.00% per annum, (iii) in the case of the 2021 Repricing Euro Term Loans, on or after the First Amendment Effective Date but prior to the Eleventh Amendment Effective Date, 0.00% per annum, (iviii) in the case of the Seventh Amendment Euro Incremental Term Loans, prior to the Ninth Amendment Effective Date, 0.00% per annum, (v) in the case of the Eighth Amendment Revolving Loans, 0.00% per annum, (viv) in the case of the Ninth Amendment Euro Refinancing Term Loans, on and after the Ninth Amendment Effective Date but prior to the Eleventh Amendment Effective Date, 0.00% per annum and, (viiv ) in the case of the Eleventh Amendment Euro Refinancing Term Loans, on and after the Eleventh Amendment Effective Date, 0.00% per annum., and (vi) in the case of the Twelfth Amendment Revolving Loans, 0.00% per annum

“LIBO Successor Rate” has the meaning assigned to such term in Section 1.13(a).

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capital Lease having substantially the same economic effect as any of the foregoing), in each case, in the nature of security; provided, that in no event shall an operating lease in and of itself be deemed to constitute a Lien.

“Loan Documents” means this Agreement, any Promissory Note, each Loan Guaranty, the Collateral Documents, any Revolving Borrower Joinder, any Intercreditor Agreement (if any) to which any Borrower is a party, each Refinancing Amendment, each Incremental Facility Amendment, each Extension Amendment and any other document or instrument designated by the Borrower Representative and the Administrative Agent as a “Loan Document”. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto.

“Loan Guarantor” means (a) prior to an IPO, Holdings, (b) Intermediate Dutch Holdings and (c) any Subsidiary Guarantor.

“Loan Guaranty” means (a) the Loan Guaranty, substantially in the form of Exhibit I hereto, executed by each Loan Party party thereto and the Collateral Agents for the benefit of the Secured Parties, as supplemented in accordance with the terms of Section 5.12 hereof and (b) each other guaranty agreement executed by the Non-US Loan Parties pursuant to Section 5.12 in form and substance substantially similar to the form of Exhibit I hereto (with appropriate changes to reflect the requirements of local law) or otherwise reasonably satisfactory to the Non-US Collateral Agent and the Borrower Representative.

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

“Loan Parties” means each Borrower and each Loan Guarantor.

“Loans” means any Initial Term Loan, any 2021 Repricing Term Loan, any 2023 Incremental Dollar Term Loan, any Seventh Amendment Euro Incremental Term Loan, any Ninth Amendment Dollar Refinancing Term Loan, any Ninth Amendment Euro Refinancing Term Loan, any Eleventh Amendment Dollar Refinancing Term Loan, any Eleventh Amendment Euro Refinancing Term Loan, any Additional Term Loan, any Revolving Loan or any Swingline Loan.

“Luxembourg” means the Grand Duchy of Luxembourg.

“Luxembourg Loan Party” means any Loan Party that is a Luxembourg Subsidiary.

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“Luxembourg Subsidiary” means any Restricted Subsidiary of Intermediate Dutch Holdings that is incorporated, organized or established under the laws of Luxembourg.

“Management Investors” means the current and former officers, directors, managers, employees and members of management of any Borrower, Intermediate Dutch Holdings, any Parent Company and/or any subsidiary of Intermediate Dutch Holdings (including, on the Closing Date, those of the Target and its subsidiaries).

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

“Market Capitalization” means an amount, determined by the Borrower Representative in good faith, equal to (a) the total number of issued and outstanding shares of common Capital Stock of Intermediate Dutch Holdings or the applicable Parent Company, as applicable, on the date of the declaration of a Restricted Payment permitted pursuant to Section 6.04(a)(vii) multiplied by (b) the arithmetic mean of the closing prices per share of such common Capital Stock on the principal securities exchange on which such common Capital Stock are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

“Material Adverse Effect” means (a) on the Closing Date (including, for the avoidance of doubt, for purposes of any representation and warranty made as of the Closing Date), a Business Material Adverse Effect and (b) after the Closing Date, a material adverse effect on (i) the business, assets, financial condition or results of operations, in each case, of Intermediate Dutch Holdings and its Restricted Subsidiaries, taken as a whole, (ii) the rights and remedies (taken as a whole) of the Administrative Agent under the applicable Loan Documents or (iii) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the applicable Loan Documents.

“Material Debt Instrument” means any physical instrument evidencing any Indebtedness for borrowed money owing from any Person other than any Loan Party) which is required to be pledged and delivered to the Collateral Agent (or its bailee) pursuant to any Security Agreement.

“Material Dutch Intercompany Loans” means any loan made by any Dutch Loan Party to Intermediate Dutch Holdings or any of its Restricted Subsidiaries and having an outstanding principal amount in excess of $50,000,000.

“Material Dutch Intercompany Receivables” means receivables owing to any Dutch Loan Party under any Material Dutch Intercompany Loan.

“Material German Intercompany Loans” means any loan made by any German Loan Party to Intermediate Dutch Holdings or any of its Restricted Subsidiaries and having an outstanding principal amount in excess of $50,000,000.

“Material German Intercompany Receivables” means receivables owing to any German Loan Party under any Material German Intercompany Loan.

“Material Intellectual Property” means any intellectual property owned by any Loan Party that is, in the good faith determination of the Borrower Representative, material to the operation of the business of Intermediate Dutch Holdings and its Restricted Subsidiaries, taken as a whole.

“Material Real Estate Asset” means (a) on the Closing Date, each Real Estate Asset listed on Schedule 1.01(c) and (b) any “fee-owned” Real Estate Asset located in the US, any state thereof or the District of Columbia that is acquired by any Loan Party after the Closing Date having a fair market value (as reasonably determined by the Borrower Representative after taking into account any liabilities with respect thereto that impact such fair market value) in excess of $15,000,000 as of the date of the acquisition thereof.

“Material Swiss Intercompany Contracts” means any contract entered into between a Swiss Loan Party and any of Intermediate Dutch Holdings or any of its Restricted Subsidiaries pursuant to which Intermediate Dutch Holdings or its applicable Restricted Subsidiary is required to make payments to such Swiss Loan Party in excess of $50,000,000 (determined at the execution of such contract).

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“Material Swiss Intercompany Loans” means any loan made by any Swiss Loan Party to Intermediate Dutch Holdings or any of its Restricted Subsidiaries and having an outstanding principal amount in excess of $50,000,000.

“Material Swiss Intercompany Receivables” means receivables owing to any Swiss Loan Party under any Material Swiss Intercompany Loan or Material Swiss Intercompany Contracts.

“Maturity Date” means (a) with respect to the EighthTwelfth Amendment Revolving Loans, the Initial Revolving Credit Maturity Date, (b) with respect to the Tranche B-3 Term Loans, the Eleventh Amendment Dollar Refinancing Term Loans and the Eleventh Amendment Euro Refinancing Term Loans, the Initial Term Loan Maturity Date, (c) with respect to any Replacement Term Loan or Revolver Replacement Facility, the final maturity date for such Replacement Term Loan or Revolver Replacement Facility, as the case may be, as set forth in the applicable Refinancing Amendment, (d) with respect to any Incremental Facility, the final maturity date set forth in the applicable Incremental Facility Amendment, and (e) with respect to any Extended Revolving Credit Commitment or Extended Term Loans, the final maturity date set forth in the applicable Extension Amendment.

“Maximum Rate” has the meaning assigned to such term in Section 9.19.

“MFN Excluded Debt” means, collectively:

(a) Indebtedness incurred or implemented in connection with any acquisition or similar Investment; and

(b) any other Indebtedness that would otherwise constitute “MFN Indebtedness” in an aggregate outstanding principal amount not to exceed the greater of $492,000,000 and 100% of Consolidated Adjusted EBITDA for the most recently ended Test Period.

“MFN Indebtedness” means any Indebtedness incurred in reliance on Section 2.22 (other than any MFN Excluded Debt) that is:

(a) pari passu with the 2021 Repricing Term Loans in right of payment and with respect to security;

(b) a broadly syndicated term loan;

(c) denominated in US Dollars, Canadian Dollars or Euros;

(d) incurred in reliance on the Incremental Incurrence-Based Component (and not by virtue of any re-classification described in clause (C) of the proviso to the definition of “Incremental Cap”);

(e) scheduled to mature prior to the date that is one year after the Initial Term Loan Maturity Date; and

(f) incurred or implemented prior to the date that is 6 months after the Closing Date.

“MFN Provisions” has the meaning assigned to such term in Section 2.22(a)(v)(B).

“Minimum Extension Condition” has the meaning assigned to such term in Section 2.23(b).

“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc.

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“Mortgage” means any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the US Collateral Agent, for the benefit of the US Collateral Agent and the relevant Secured Parties, on any Material Real Estate Asset constituting Collateral, which shall contain such terms as may be necessary under applicable local Requirements of Law to perfect a Lien on the applicable Material Real Estate Asset.

“Mortgaged Property” means any Material Real Estate Asset that is encumbered by a Mortgage.

“Multi-Account Overdraft Facility” means an Ancillary Facility which is an overdraft facility comprising more than one account.

“Multiemployer Plan” means any employee benefit plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA that is subject to the provisions of Title IV of ERISA, and in respect of which Holdings, Intermediate Dutch Holdings or any of its Restricted Subsidiaries, or any of their respective ERISA Affiliates, makes or is obligated to make contributions or with respect to which any of them has any ongoing obligation or liability, contingent or otherwise.

“Net Insurance/Condemnation Proceeds” means an amount equal to:

(a) any Cash payment or proceeds (including Cash Equivalents) received by Intermediate Dutch Holdings or any of its Restricted Subsidiaries (i) under any casualty insurance policy in respect of a covered loss thereunder of any asset of Intermediate Dutch Holdings or any of its Restricted Subsidiaries or (ii) as a result of the taking of any asset of Intermediate Dutch Holdings or any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, in each case other than any amount that is attributable to business interruption and/or lost profit; minus

(b) the sum of the following:

(i) any actual out-of-pocket cost and/or expense incurred by Intermediate Dutch Holdings or any of its Restricted Subsidiaries in connection with the adjustment, settlement or collection of any claims of Intermediate Dutch Holdings or the relevant Restricted Subsidiary in respect thereof;

(ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest and other amounts on any Indebtedness (other than the Loans and/or any First Lien Debt and/or Junior Lien Debt) that is secured by a Lien on the assets in question and that is required to be repaid or otherwise comes due or would be in default under the terms thereof as a result of such loss, taking or sale;

(iii) the reasonable out-of-pocket costs of putting any affected property in a safe and secure position;

(iv) any selling costs and/or out-of-pocket expense (including reasonable broker’s fees or commissions, legal fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith transfer and similar Taxes and the Borrower Representative’s good faith estimate of income Taxes paid or payable (including pursuant to Tax sharing arrangements or any intercompany distribution)) in connection with any sale or taking of such assets as described in clause (a) of this definition; it being understood that the reduction of any net operating loss resulting from such Disposition shall be deemed to constitute an income Tax “paid or payable” for purposes of this clause (iv);

(v) any amount provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation or purchase price adjustments associated with any sale or taking of such assets as referred to in clause (a) of this definition (provided that to the extent and at the time any such amount is released from such reserve, such amounts shall constitute Net Insurance/Condemnation Proceeds); and

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(vi) in the case of any covered loss or taking from any non-Wholly-Owned Subsidiary of Holdings, the pro rata portion thereof (calculated without regard to this clause (vi)) attributable to minority interests and not available for distribution to or for the account of Intermediate Dutch Holdings or a Wholly-Owned Subsidiary of Holdings as a result thereof.

“Net Outstandings” means, in relation to a Multi-Account Overdraft, the Ancillary Outstandings of that Multi-Account Overdraft.

“Net Proceeds” means:

(a) with respect to any Disposition (including any Prepayment Asset Sale), the Cash proceeds (including Cash Equivalents and Cash proceeds subsequently received (as and when received) in respect of non-cash consideration initially received), net of:

(i) any selling costs and/or out-of-pocket expense (including reasonable broker’s fees or commissions, legal fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith and transfer and similar Taxes and the Borrower Representative’s good faith estimate of income Taxes paid or payable (including pursuant to any Tax sharing arrangement and/or any intercompany distribution) in connection with such Disposition); it being understood that the reduction in the amount of any net operating loss resulting from such Disposition shall be deemed to constitute an income Tax “paid or payable” for purposes of this clause (i);

(ii) amounts provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation or purchase price adjustment associated with such Disposition (provided that to the extent and at the time any such amount is released from such reserve, such amounts shall constitute Net Proceeds);

(iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness (other than the Loans and any other Indebtedness that constitutes First Lien Debt or Junior Lien Debt) which is secured by the asset sold in such Disposition and which is required to be repaid or otherwise comes due or would be in default and is repaid (other than any such Indebtedness that is assumed by the purchaser of such asset);

(iv) any Cash escrow (until released from escrow to Intermediate Dutch Holdings or any of its Restricted Subsidiaries) from the sale price for such Disposition;

(v) in the case of any Disposition by any non-Wholly-Owned Subsidiary of Holdings, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (v)) that is attributable to any minority interest and not available for distribution to or for the account of Intermediate Dutch Holdings or a Wholly-Owned Subsidiary of Holdings as a result thereof; and

(b) with respect to any issuance or incurrence of Indebtedness, issuance of Capital Stock and/or any contribution in respect of any Capital Stock, the Cash proceeds thereof, net of all Taxes and customary fees, commissions, costs, underwriting discounts and other fees and expenses incurred in connection therewith).

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“Net Short Lender” has the meaning assigned to such term in Section 9.02(e).

“New Contracts” has the meaning assigned to such term in the definition of “Consolidated Adjusted EBITDA”.

“Ninth Amendment” means that certain Ninth Amendment to Credit Agreement, dated as of July 11, 2024, among Holdings, Intermediate Dutch Holdings, the Borrowers, the Loan Guarantors party thereto, the Administrative Agent, the US Collateral Agent, the Non-US Collateral Agent and the Lenders party thereto.

“Ninth Amendment Dollar Refinancing Term Lender” has the meaning assigned to such term in the Ninth Amendment.

“Ninth Amendment Dollar Refinancing Term Loans” has the meaning assigned to such term in the Ninth Amendment.

“Ninth Amendment Dollar Refinancing Term Loan Commitment” has the meaning assigned to such term in the Ninth Amendment.

“Ninth Amendment Effective Date” has the meaning assigned to such term in the Ninth Amendment.

“Ninth Amendment Euro Refinancing Term Lender” has the meaning assigned to such term in the Ninth Amendment.

“Ninth Amendment Euro Refinancing Term Loans” has the meaning assigned to such term in the Ninth Amendment.

“Ninth Amendment Euro Refinancing Term Loan Commitment” has the meaning assigned to such term in the Ninth Amendment.

“Ninth Amendment Lead Arrangers” means the “Lead Arrangers” as defined in the Ninth Amendment.

“Ninth Amendment Refinancing Term Lender” means any Person that holds a Ninth Amendment Dollar Refinancing Term Loan or a Ninth Amendment Euro Refinancing Term Loan.

“Ninth Amendment Refinancing Term Loan Commitments” has the meaning assigned to such term in the Ninth Amendment.

“Ninth Amendment Refinancing Term Loans” means, collectively, the Ninth Amendment Dollar Refinancing Term Loans and the Ninth Amendment Euro Refinancing Term Loans.

“Ninth Amendment Repricing Transactions” has the meaning assigned to such term in the Ninth Amendment.

“Ninth Amendment Transaction Costs” means the fees, premiums, expenses and other transaction costs (including original issue discount and/or upfront fees) payable or otherwise borne by the Borrowers, any Parent Company and/or their respective subsidiaries in connection with the Ninth Amendment Transactions and the transactions contemplated thereby.

“Ninth Amendment Transactions” means, collectively, (a) the execution, delivery and performance by the Borrowers and their applicable subsidiaries of the Ninth Amendment and the other Loan Documents entered into on the Ninth Amendment Effective Date and, in each case, the transactions contemplated thereby and (b) the payment of Ninth Amendment Transaction Costs.

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“Non-Debt Fund Affiliate” means any Investor (which is an Affiliate of Holdings) and any Affiliate of any such Investor, other than any Debt Fund Affiliate.

“Non-Defaulting Revolving Lenders” has the meaning assigned to such term in Section 2.21(d)(i).

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

“Non-US Collateral Agent Fee Letter” means that certain collateral agent fee letter dated as of the Eighth Amendment Effective Date, by and among the Borrower Representative and the Non-US Collateral Agent.

“Non-US Loan Party” means any Loan Party other than a US Loan Party.

“Non-US Security Agreement” means (a) each security or pledge agreement executed by any Non-US Loan Party and (b) each other security or pledge agreement executed by any Non-US Loan Party pursuant to Section 5.12 in form and substance reasonably satisfactory to the Non-US Collateral Agent and the Borrower Representative.

“Non-US Subsidiary” means any Restricted Subsidiary that is not a US Subsidiary.

“Obligations” means all unpaid principal of and accrued and unpaid interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses (including fees and expenses accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), reimbursements, indemnities and all other advances to, debts, liabilities and obligations of any Loan Party to the Lenders or to any Lender, any Agent, any Issuing Bank or any indemnified party arising under the Loan Documents in respect of any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute, contingent, due or to become due, now existing or hereafter arising.

“Obligations Derivative Instrument” has the meaning assigned to such term in Section 9.05(d)(ii).

“OFAC” has the meaning assigned to such term in Section 3.17(a).

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its by-laws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, (d) with respect to any limited liability company, its articles of organization or certificate of formation, and its operating agreement, and (e) with respect to any other form of entity, such other organizational documents required by local Requirements of Law or customary under such jurisdiction to document the formation and governance principles of such type of entity. 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.

“Other Applicable Indebtedness” has the meaning assigned to such term in Section 2.11(b)(i).

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

“Other Taxes” means all present or future stamp, court or documentary Taxes or any intangible, recording, filing or other similar Taxes arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document, but excluding (i) any Excluded Taxes, and (ii) any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation (other than an assignment made pursuant to Section 2.19(b)).

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“Outstanding Amount” means (a) with respect to any Term Loan, Revolving Loan and/or Swingline Loan on any date, the amount of the aggregate outstanding principal amount thereof after giving effect to any borrowing and/or prepayment or repayment of such Term Loan, Revolving Loan and/or Swingline Loans, as the case may be, occurring on such date, (b) with respect to any Letter of Credit, the aggregate amount available to be drawn under such Letter of Credit after giving effect to any change in the aggregate amount available to be drawn under such Letter of Credit or the issuance or expiry of such Letter of Credit, including as a result of any LC Disbursement, (c) with respect to any LC Disbursement on any date, the amount of the aggregate outstanding amount of such LC Disbursement on such date after giving effect to any disbursement with respect to any Letter of Credit occurring on such date and any other change in the aggregate amount of such LC Disbursement as of such date, including as a result of any reimbursement by the Applicable Borrower of such unreimbursed LC Disbursement and (d) with respect to any Ancillary Facility, the amount of the aggregate outstanding principal amount thereof after giving effect to any borrowing and/or prepayment or repayment of such Ancillary Facility occurring on such date.

“Overnight Rate” means, on any date, the offered quotation to first-class banks in the European interbank market by the Swingline Lender for any Alternate Currency overnight borrowings of amounts comparable to the outstanding principal amount of the relevant Alternate Currency denominated Swingline Loan of the Swingline Lender as of 11:00 a.m. (London time) on such date; provided that, if the Overnight Rate for any such Alternate Currency is less than 0.00% per annum, such rate shall be deemed to be 0.00% per annum; provided, further that, in the event the Administrative Agent has made any determination pursuant to Section 2.14(a) in respect of Swingline Loans denominated in any Alternate Currency, or in the circumstances described in Section 2.19 in respect of Swingline Loans denominated in any Alternate Currency, the Overnight Rate determined (acting reasonably and in good faith) pursuant to this definition shall instead be the rate determined by the Swingline Lender as the all-in-cost of funds for the Swingline Lender to fund such Swingline Loan denominated in such Alternate Currency.

“Own Funds” has the meaning assigned to such term in Section 5.12(g)(i)(A).

“Parallel Debt” has the meaning assigned to such term in Section 9.26(b).

“Parent Company” means any Person of which Intermediate Dutch Holdings is a direct or indirect Wholly-Owned Subsidiary.

“Participant” has the meaning assigned to such term in Section 9.05(c)(i).

“Participant/SPC Register” has the meaning assigned to such term in Section 9.05(c).

“Patent” means the following: (a) any and all patents and patent applications; (b) all inventions described and claimed therein; (c) all reissues, divisions, continuations, renewals, extensions and continuations in part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any employee pension benefit plan, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), that is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, which Holdings, Intermediate Dutch Holdings or any of its Restricted Subsidiaries, or any of their respective ERISA Affiliates, maintains or contributes to or has an obligation to contribute to, or otherwise has any liability, contingent or otherwise.

“Perfection Certificate” means a certificate substantially in the form of Exhibit J.

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“Perfection Requirements” means (a) with respect to any US Loan Party (other than any Discretionary Guarantor), 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 Intellectual Property Security Agreements or other appropriate instruments or notices with the US Patent and Trademark Office (solely as required under applicable Requirements of Law), the proper recording or filing, as applicable, of Mortgages and fixture filings with respect to any Material Real Estate Asset constituting Collateral, in each case in favor of the US Collateral Agent for the benefit of the Secured Parties and the delivery to the US Collateral Agent of any stock certificate or promissory note, together with instruments of transfer executed in blank and (b) with respect to any Discretionary Guarantor and/or any Non-US Loan Party, any recording, filing, registration, notification or other action required to be taken in the applicable jurisdiction, in each case of the foregoing clauses (a) and (b), to the extent required by the applicable Loan Documents.

“Periodic Term ▇▇▇▇▇ Determination Day” has the meaning assigned to such term in the definition of “Term ▇▇▇▇▇”.

“Permitted Acquisition” means any acquisition made by Intermediate Dutch Holdings or any of its Restricted Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or any business line, unit or division or product line (including research and development and related assets in respect of any product) of, any Person or of a majority of the outstanding Capital Stock of any Person (and, in any event, including any Investment in (a) any Restricted Subsidiary the effect of which is to increase Intermediate Dutch Holdings’ or any Restricted Subsidiary’s equity ownership in such Restricted Subsidiary or (b) any joint venture for the purpose of increasing Intermediate Dutch Holdings’ or its relevant Restricted Subsidiary’s ownership interest in such joint venture) if (i) such Person becomes a Restricted Subsidiary or (ii) such Person, in one transaction or a series of related transaction, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets (or such division, business unit or product line) to, or is liquidated into, Intermediate Dutch Holdings or any Restricted Subsidiary as a result of such Investment.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or any combination of Related Business Assets between Intermediate Dutch Holdings and/or any Restricted Subsidiary, on the one hand, and any other Person, on the other hand.

“Permitted Holders” 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) so long as, in the case of this clause (b), the relevant Investors beneficially own more than 50% of the relevant voting Capital Stock beneficially owned by the group.

“Permitted Liens” means Liens permitted pursuant to Section 6.02.

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

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) maintained by Holdings and/or any Restricted Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any of its ERISA Affiliates, other than any Multiemployer Plan.

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

“Potential Subsequent Acquisition” has the meaning assigned to such term in the recitals to this Agreement.

“Prepayment Asset Sale” means any non-ordinary course Disposition by Intermediate Dutch Holdings or any Restricted Subsidiary made pursuant to Section 6.07(h) (other than any such Disposition of any asset of Intermediate Dutch Holdings or any Restricted Subsidiary that was (a) acquired with the proceeds of Qualified Capital Stock and/or any capital contribution in respect of Qualified Capital Stock and/or (b) contributed to Intermediate Dutch Holdings and/or any Restricted Subsidiary in respect of Qualified Capital Stock).

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“Previous Agent” means Bank of America, N.A., in its capacity as administrative agent and collateral agent prior to the effectiveness of the Eighth Amendment on the Eighth Amendment Effective Date.

“Primary Obligor” has the meaning assigned to such term in the definition of “Guarantee”.

“Prime Rate” means (a) the rate of interest publicly announced, from time to time, by the Administrative Agent at its principal office in New York City as its “prime rate,” with the understanding that the “prime rate” is one of the Administrative Agent’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as the Administrative Agent may designate or (b) if the Administrative Agent has no “prime rate,” the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the US or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as reasonably determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as reasonably determined by the Administrative Agent).

“Principal Obligations” has the meaning assigned to such term in Section 9.26(a).

“Pro Forma Basis” or “pro forma effect” means, with respect to any determination of the Total Net Leverage Ratio, the First Lien Net Leverage Ratio, the First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio, the Secured Net Leverage Ratio, the Interest Coverage Ratio, Consolidated Adjusted EBITDA or Consolidated Total Assets (including any component definition thereof), that:

(a) in the case of (i) any Disposition of all or substantially all of the Capital Stock of any Restricted Subsidiary or any division and/or product line of Intermediate Dutch Holdings and/or any Restricted Subsidiary, (ii) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary and/or (iii) the implementation of any Business Optimization Initiative relating to a cost-savings action or (iv) if applicable, any Subject Transaction described in clauses (i) or (j) of the definition thereof, income statement items (whether positive or negative and including any expected cost saving) attributable to the property or Person subject to such Subject 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;

(b) in the case of (i) any Permitted Acquisition or other Investment, (ii) any designation of any Unrestricted Subsidiary as a Restricted Subsidiary, (iii) any transaction described in clause (h) of the definition of “Subject Transaction” of (iv) if applicable, any Subject Transaction described in clause (j) of the definition thereof, income statement items (whether positive or negative) attributable to the property or Person subject to such Subject 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;

(c) [Reserved];

(d) any retirement or repayment of Indebtedness by Intermediate Dutch Holdings or any of its Subsidiaries that constitutes a Subject Transaction shall be deemed to have occurred 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;

(e) any Indebtedness incurred by Intermediate Dutch Holdings or any of its Restricted Subsidiaries in connection therewith that constitutes a Subject Transaction shall be deemed to have occurred 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; provided that, (i) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable Test Period 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

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Indebtedness), (ii) interest on any obligation with respect to any Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower Representative in good faith to be the rate of interest implicit in such obligation in accordance with GAAP and (iii) interest on 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, secured overnight financing 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 Representative;

(f) the acquisition of any asset included in calculating Consolidated Total Assets (other than the amount Cash or Cash Equivalents, which is addressed in clause (g) below), whether pursuant to any Subject Transaction or any Person becoming a subsidiary or merging, amalgamating or consolidating with or into Intermediate Dutch Holdings or any of its subsidiaries, or the Disposition of any asset included in calculating Consolidated Total Assets described in the definition of “Subject 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;

(g) subject to Section 1.12, the Unrestricted Cash Amount shall be calculated as of the date of the consummation of such Subject Transaction after giving pro forma effect thereto, including any application of cash proceeds in connection therewith (other than, for the avoidance of doubt, the cash proceeds of any Indebtedness that is the Subject Transaction for which such a calculation is being made); and

(h) each other Subject Transaction shall be deemed to have occurred as of the first day of the applicable Test Period (or, in the case of Consolidated Total Assets, as of the last day of such Test Period) with respect to any test or covenant for which such calculation is being made.

It is hereby agreed that for purposes of determining pro forma compliance with Section 6.10(a) prior to the last day of the first full Fiscal Quarter after the Closing Date, the applicable level shall be the level cited in Section 6.10(a). Notwithstanding anything to the contrary set forth in the immediately preceding paragraph, for the avoidance of doubt, when calculating the First Lien Net Leverage Ratio or the First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio, as applicable, for purposes of the definitions of “Applicable Rate” and “Commitment Fee Rate” and for purposes of Section 6.10(a) (other than for the purpose of determining pro forma compliance with Section 6.10(a) as a condition to taking any action under this Agreement), the events described in the immediately preceding paragraph that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

“Project Grace Arrangers” means JPMorgan Chase Bank, N.A., UBS Securities LLC, Bank of America, N.A., BMO Capital Markets Corp., BNP Paribas, Fifth Third Bank, National Association, HSBC Securities (USA) Inc., HSBC Bank USA, National Association, MUFG Bank, Ltd., Royal Bank of Canada, RBC Capital Markets, Standard Chartered Bank and Banco Santander, S.A.

“Project Grace Fee Letter” means that certain Second Amended and Restated Fee Letter, dated as of January 14, 2023, by and among the Borrower Representative and the Project Grace Arrangers.

“Project Rally” means the cost savings and other Business Optimization Initiatives implemented by the Target and previously disclosed to the Previous Agent.

“Projections” means the financial projections, forecasts, financial estimates and other forward-looking and/or projected information of or relating to Intermediate Dutch Holdings and its subsidiaries included in the Financial Model (or a supplement thereto).

“Promissory Note” means a promissory note of one or more Applicable Borrowers payable to any Lender or its registered assigns, in substantially the form of Exhibit L hereto, evidencing the aggregate outstanding principal amount of Loans of any such Applicable Borrowers to such Lender resulting from the Loans made by such Lender.

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“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” means Charges associated with, or in anticipation of, or preparation for, compliance with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (and, in each case, similar Requirements of Law under other jurisdictions) and the rules and regulations promulgated in connection therewith and Charges relating to compliance with the provisions of the Securities Act and the Exchange Act (and, in each case, similar Requirements of Law under other jurisdictions), 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’, managers’ and/or employees’ 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 (including auditors’ and accountants’ fees), listing fees, filing fees and other costs and/or expenses associated with being a public company.

“Public Lender” has the meaning assigned to such term in Section 9.01(d).

“Published EURIBOR Rate” means, with respect to any Interest Period when used in reference to any Loan or Borrowing, (a) the rate of interest appearing on Reuters Screen EURIBOR01 Page (or on any successor or substitute page of such service, or any successor to such service as determined by Administrative Agent) as the London interbank offered rate for deposits in Euros for a term comparable to such Interest Period, at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period (but if more than one rate is specified on such page, the rate will be an arithmetic average of all such rates) or (b) if the rate described in clause (a) is not available at such time for any reason, then the “Published EURIBOR Rate” for such Interest Period shall be determined in accordance with Section 2.14.

“Published LIBO Rate” means, with respect to any Interest Period when used in reference to any Loan or Borrowing, (a) the rate of interest appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service, or any successor to such service as determined by Administrative Agent) as the London interbank offered rate for deposits in the applicable Alternate Currency (other than Euros or Canadian Dollars), as applicable, for a term comparable to such Interest Period, at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period (but if more than one rate is specified on such page, the rate will be an arithmetic average of all such rates) or (b) if the rate described in clause (a) is not available at such time for any reason, then the “Published LIBO Rate” for such Interest Period shall be determined in accordance with Section 2.14.

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

“QFC Credit Support” has the meaning assigned to such term in Section 9.27.

“Qualified Capital Stock” of any Person means any Capital Stock of such Person that is not Disqualified Capital Stock.

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

“Ratio Interest Expense” means, with respect to any Person for any period, (a) the total Cash interest expense of such Person and its Restricted Subsidiaries on a consolidated basis for such period, whether paid or accrued and whether or not capitalized, (i) including (A) the interest component of any payment under any Capital Lease (regardless of whether accounted for as interest expense under GAAP), (B) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (C) any commission, discount and/or other Cash fee or charge owed with respect to any letter of credit and/or bankers’ acceptance and (D) any net payments arising under any interest rate Hedge Agreement with respect to Indebtedness and (ii) excluding (A) amortization of deferred financing fees, debt issuance costs, discounted liabilities, commissions, fees and expenses, (B) any expense arising from any bridge, commitment and/or other financing fee (including fees and expenses associated with the Transactions and annual agency fees), (C) any expense resulting from the discounting of Indebtedness in connection

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with the application of recapitalization accounting or, if applicable, acquisition accounting, (D) any fee or expense associated with any Disposition, acquisition, Investment or issuance of Capital Stock or Indebtedness (in each case, whether or not consummated), (E) any cost associated with obtaining, or breakage costs in respect of, any Hedge Agreement or other derivative instrument other than any interest rate Hedge Agreement or interest rate derivative instrument with respect to Indebtedness, (F) any penalty and/or interest relating to Taxes, (G) commissions, discounts, yield and other fees and charges (including any interest expense) relating to any Receivables Facility and (H) for the avoidance of doubt, any non-cash interest expense attributable to any movement in the mark to market valuation of any obligation under any Hedge Agreement or any other derivative instrument and/or any payment obligation arising under any Hedge Agreement or derivative instrument other than any interest rate Hedge Agreement or interest rate derivative instrument with respect to Indebtedness, minus (b) Cash interest income for such period. For purposes of this definition, interest in respect of any Capital Lease shall be deemed to accrue at an interest rate determined by the Borrower Representative in good faith to be the rate of interest implicit in such Capital Lease in accordance with GAAP; provided, that, for purposes of calculating Ratio Interest Expense for any period ending prior to the first anniversary of the Closing Date, Ratio Interest Expense shall be an amount equal to actual Ratio Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.

“RCSL” means the Registre de Commerce et de Société Luxembourg.

“Real Estate Asset” means, at any time of determination, all right, title and interest (fee, leasehold or otherwise) of any Person in and to real property (including, but not limited to, land, improvements and fixtures thereon).

“Reallocated General Debt Basket Incremental Component” has the meaning assigned to such term in the clause (a)(ii) of the definition of “Incremental Cap”.

“Receivables Facility” means any receivables, factoring and/or securitization facility or arrangement pursuant to which Intermediate Dutch Holdings and/or any of its Restricted Subsidiaries sells or grants a security interest in accounts receivable, payables or other customary securitization assets (including royalty and other revenue streams or other rights to payment and the proceeds thereof) and/or similar and/or related assets to either (a) a person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that, in turn, pledges, sells or otherwise transfers its accounts receivable, payables or securitization assets and/or related assets thereto to a Person that is not a Restricted Subsidiary (including any subsidiary of Intermediate Dutch Holdings).

“Receivables Subsidiary” means any subsidiary of Intermediate Dutch Holdings formed for the purpose of implementing, or that solely engages in activities relating to, any permitted securitization, receivables facility, receivables financing, any Receivables Facility and/or any other receivables arrangement and/or any other activity reasonably related thereto.

“Refinancing Amendment” means an amendment to this Agreement that is reasonably satisfactory to the Administrative Agent and the Applicable Borrower executed by (a) the Applicable Borrower, (b) the Administrative Agent and (c) each Lender that agrees to provide all or any portion of the Replacement Term Loans or the Revolver Replacement Facility, as applicable, being incurred pursuant thereto and in accordance with Section 9.02(c).

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

“Refunding Capital Stock” has the meaning assigned to such term in Section 6.04(a)(viii).

“Register” has the meaning assigned to such term in Section 9.05(b).

“Regulated Bank” means any insured depository institution that is regulated by foreign, federal or state banking regulators, including, without limitation, the United States Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation or the Board.

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

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

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any asset received by Intermediate Dutch Holdings or any Restricted Subsidiary in exchange for any asset transferred by Intermediate Dutch Holdings or any Restricted Subsidiary 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 Restricted Subsidiary.

“Related Funds” means with respect to any Lender that is an Approved Fund, any other Approved Fund that is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

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

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the Environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Relevant EU Directive” means Directive (EU) 2019/1023 of the European Parliament and of the Council of 20 June 2019 on preventive restructuring frameworks, on discharge of debt and disqualifications, and on measures to increase the efficiency of procedures concerning restructuring, insolvency and discharge of debt, and amending Directive (EU) 2017/1132 (Directive on restructuring and insolvency).

“Relevant Governmental Body” means (x) with respect to SOFR, the Board and/or the Federal Reserve Bank of New York or a committee officially endorsed or convened by the Board and/or the Federal Reserve Bank of New York and (y) with respect to ▇▇▇▇▇, the Bank of Canada or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto.

“Replaced Revolving Facility” has the meaning assigned to such term in Section 9.02(c)(ii).

“Replaced Term Loans” has the meaning assigned to such term in Section 9.02(c)(i).

“Replacement Debt” means any Refinancing Indebtedness (whether borrowed in the form of secured or unsecured loans, issued in a public offering, Rule 144A under the Securities Act or other private placement or bridge financing in lieu of the foregoing or otherwise) incurred in respect of Indebtedness permitted under Section 6.01(a) (and any subsequent refinancing of such Replacement Debt).

“Replacement Term Loans” has the meaning assigned to such term in Section 9.02(c)(i).

“Reportable Event” means, with respect to any Pension Plan or Multiemployer Plan, any of the events described in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period is waived under PBGC Reg. Section 4043.

“Representatives” means, with respect to any Person, the members, partners, directors (or equivalent managers), officers, managers, agents, employees, independent auditors, or other experts and advisors, including accountants, legal counsel and other advisors of such Person.

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“Repricing Transaction” means each of (a) the prepayment, repayment, refinancing, substitution or replacement of all or a portion of the 2021 Repricing Dollar Term Loans, 2021 Repricing Euro Term Loans or Tranche B-3 Term Loans, as applicable, substantially concurrently with the incurrence by any Loan Party of any broadly syndicated secured first lien term B loans (including any Replacement Term Loan) denominated in Dollars, Euros or Canadian Dollars, respectively, having an Effective Yield that is less than the Effective Yield applicable to the 2021 Repricing Dollar Term Loans, 2021 Repricing Euro Term Loans or Tranche B-3 Term Loans, respectively, so prepaid, repaid, refinanced, substituted or replaced and (b) any amendment, waiver or other modification to this Agreement that would have the effect (by affecting the margin and not by virtue of any fluctuation in any floating rate) of reducing the Effective Yield applicable to the Class of 2021 Repricing Dollar Term Loans, 2021 Repricing Euro Term Loans or Tranche B-3 Term Loans, as applicable; provided, that the primary purpose of such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification (as determined by the Borrower Representative in good faith) was to reduce the Effective Yield applicable to such 2021 Repricing Dollar Term Loans, 2021 Repricing Euro Term Loans or Tranche B-3 Term Loans, as applicable; provided, further, that in no event shall any such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification in connection with a Change of Control, IPO, dividend recapitalization, material acquisition or similar material Investment (as determined by the Borrower Representative in good faith) or Disposition constitute a Repricing Transaction. Any determination by the Administrative Agent of the Effective Yield for purposes of the definition shall be conclusive and binding on all Lenders, and the Administrative Agent shall have no liability to any Person with respect to such determination absent bad faith, gross negligence or willful misconduct.

“Required 2021 Repricing Euro Term Loan Lenders” means, at any time, Lenders having 2021 Repricing Euro Term Loans representing more than 50% of the sum of the total 2021 Repricing Euro Term Loans at such time.

“Required 2021 Repricing Dollar Term Loan Lenders” means, at any time, Lenders having 2021 Repricing Dollar Term Loans representing more than 50% of the sum of the total 2021 Repricing Dollar Term Loans at such time.

“Required Asset Sale Proceeds Percentage” means, as of any date of determination, (a) if the First Lien Net Leverage Ratio is greater than 3.00:1.00, 100% (b) if the First Lien Net Leverage Ratio is less than or equal to 3.00:1.00 (with such First Lien Net Leverage Ratio test calculated after giving effect to a prepayment determined at a rate of 100%) and greater than 2.50:1.00, 50% and (c) if the First Lien Net Leverage Ratio is less than or equal to 2.50:1.00 (with such First Lien Net Leverage Ratio test calculated after giving effect to a prepayment determined at a rate of 50%), 0%; it being understood and agreed that, for purposes of this definition, as it applies to the determination of the amount of Net Proceeds or Net Insurance/Condemnation Proceeds that are required to be applied to prepay the Term Loans under Section 2.11(b)(ii), the First Lien Net Leverage Ratio shall be determined on the scheduled date of prepayment after giving pro forma effect to such prepayment.

“Required Canadian Dollar Lenders” means, at any time, Lenders having Tranche B-3 Term Loans, Additional Term Loans denominated in Canadian Dollars and Revolving Loans, Additional Revolving Loans, unused Revolving Credit Commitments or unused Additional Revolving Credit Commitments representing more than 50% of the sum of the total Tranche B-3 Term Loans, Additional Term Loans denominated in Canadian Dollars, Revolving Loans, Additional Revolving Loans, unused Revolving Credit Commitments or unused Additional Revolving Credit Commitments at such time.

“Required Dollar Lenders” means, at any time, Lenders having Eleventh Amendment Dollar Refinancing Term Loans, Additional Term Loans denominated in Dollars, Revolving Loans, Additional Revolving Loans, unused Revolving Credit Commitments or unused Additional Revolving Credit Commitments representing more than 50% of the sum of the total Eleventh Amendment Dollar Refinancing Term Loans, Additional Term Loans denominated in Dollars, Revolving Loans, Additional Revolving Loans, unused Revolving Credit Commitments or unused Additional Revolving Credit Commitments at such time.

“Required Eighth Amendment Extending Revolving Lenders” means, at any time, Eighth Amendment Extending Revolving Lenders having Eighth Amendment Extending Revolving Loans or unused Eighth Amendment Extending Revolving Commitment representing more than 50% of the sum of the total Amendment Extending Revolving Loans and unused Eighth Amendment Extending Revolving Commitment at such time.

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“Required Eleventh Amendment Dollar Refinancing Term Loan Lenders” means, at any time, Lenders having Eleventh Amendment Dollar Refinancing Term Loans representing more than 50% of the sum of the total Eleventh Amendment Dollar Refinancing Term Loans at such time.

“Required Eleventh Amendment Euro Refinancing Term Loan Lenders” means, at any time, Lenders having Eleventh Amendment Euro Refinancing Term Loans representing more than 50% of the sum of the total Eleventh Amendment Euro Refinancing Term Loans at such time.

“Required Euro Lenders” means, at any time, Lenders having Eleventh Amendment Euro Refinancing Term Loans, Additional Term Loans denominated in Euros and Revolving Loans, Additional Revolving Loans, unused Revolving Credit Commitments or unused Additional Revolving Credit Commitments representing more than 50% of the sum of the total Eleventh Amendment Euro Refinancing Term Loans, Additional Term Loans denominated in Euros, Revolving Loans, Additional Revolving Loans, unused Revolving Credit Commitments or unused Additional Revolving Credit Commitments at such time.

“Required Excess Cash Flow Percentage” means, as of any date of determination, (a) if the First Lien Net Leverage Ratio is greater than 3.00:1.00, 50% (b) if the First Lien Net Leverage Ratio is less than or equal to 3.00:1.00 and greater than 2.50:1.00 (with such First Lien Net Leverage Ratio test calculated after giving effect to a prepayment determined at a rate of 50%), 25% and (c) if the First Lien Net Leverage Ratio is less than or equal to 2.50:1.00, 0% (with such First Lien Net Leverage Ratio test calculated after giving effect to a prepayment determined at a rate of 25%); it being understood and agreed that, for purposes of this definition as it applies to the determination of the amount of Excess Cash Flow that is required to be applied to prepay the Term Loans under Section 2.11(b)(i) for any Excess Cash Flow Period, the First Lien Net Leverage Ratio shall be determined on the scheduled date of prepayment.

“Required Lenders” means, at any time, Lenders having Loans or unused Commitments representing more than 50% of the sum of the total Loans and unused commitments at such time.

“Required Revolving Lenders” means, at any time, ▇▇▇▇▇▇▇ having Revolving Loans, Additional Revolving Loans, unused Revolving Credit Commitments or unused Additional Revolving Credit Commitments representing more than 50% of the sum of the total Revolving Loans, Additional Revolving Loans and such unused commitments at such time.

“Required Term Loan Lenders” means, at any time, Lenders having Term Loans or Additional Term Loans representing more than 50% of the sum of the total Term Loans and Additional Term Loans at such time.

“Required Tranche B-1 Term Lenders” means, at any time, Lenders having Tranche B-1 Term Loans representing more than 50% of the sum of the total Tranche B-1 Term Loans at such time.

“Required Tranche B-2 Term Lenders” means, at any time, Lenders having Tranche B-2 Term Loans representing more than 50% of the sum of the total Tranche B-2 Term Loans at such time.

“Required Tranche B-3 Term Lenders” means, at any time, Lenders having Tranche B-3 Term Loans representing more than 50% of the sum of the total Tranche B-3 Term Loans at such time.

“Requirements of Law” means, with respect to any Person, collectively, the common law and all federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, with respect to any Person, the chief executive officer, the president, the chief financial officer, the treasurer, any assistant treasurer of such Person and any other individual or similar official thereof, any executive vice president, any senior vice president, any vice president or the chief operating officer or other officer responsible for the administration of the obligations of such Person in respect of this Agreement, any member of the board of directors, and, as to any document delivered on the Closing Date, shall include any secretary or assistant secretary or any other individual or similar official thereof with substantially equivalent responsibilities of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Loan Party so designated in writing by the Borrower Representative to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of any 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 Amount” has the meaning set forth in Section 2.11(b)(iv).

“Restricted Debt” means any Indebtedness described in clause (a) of the definition of “Indebtedness” (other than such Indebtedness among Holdings, Intermediate Dutch Holdings or any of their respective subsidiaries) of Intermediate Dutch Holdings or its Restricted Subsidiaries that is expressly subordinated in right of payment to the Obligations with an individual outstanding principal amount in excess of the Threshold Amount.

“Restricted Debt Payment” has the meaning set forth in Section 6.04(b).

“Restricted Payment” means (a) any dividend or other distribution on account of any shares of any class of the Capital Stock of Intermediate Dutch Holdings, except a dividend payable solely in shares of Qualified Capital Stock to the holders of such class; (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of any shares of any class of the Capital Stock of Intermediate Dutch Holdings and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of the Capital Stock of Intermediate Dutch Holdings now or hereafter outstanding.

“Restricted Subsidiary” means, as to any Person, any subsidiary of such Person that is not an Unrestricted Subsidiary. Unless otherwise specified, “Restricted Subsidiary” shall mean any Restricted Subsidiary of Intermediate Dutch Holdings (including each Borrower).

“Retained Asset Sale Proceeds” means the amount of (a) Net Proceeds received by Intermediate Dutch Holdings and/or any Restricted Subsidiary in respect of any Prepayment Asset Sale and/or (b) any Net Insurance/Condemnation Proceeds, in each case that are not required to be applied to prepay the Term Loans pursuant to Section 2.11(b)(i) on account of the fact that the Required Asset Sale Proceeds Percentage is less than 100%.

“Retained Excess Cash Flow Amount” means, at any date of determination, an amount, determined on a cumulative basis, that is equal to (a) the aggregate cumulative sum of the Excess Cash Flow of Intermediate Dutch Holdings and its Restricted Subsidiaries that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date plus (b) for each Excess Cash Flow Interim Period ended prior to such date but as to which the corresponding Excess Cash Flow Period has not ended (or no Excess Cash Flow Period has then ended), an amount equal to the Retained Excess Cash Flow Percentage of Excess Cash Flow of Intermediate Dutch Holdings and its Restricted Subsidiaries, for such Excess Cash Flow Interim Period; provided, that such amount shall not be less than zero for any Excess Cash Flow Period or Excess Cash Flow Interim Period.

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“Retained Excess Cash Flow Percentage” means, with respect to any Excess Cash Flow Interim Period, (a) 100% minus (b) the Required Excess Cash Flow Percentage with respect to such Excess Cash Flow Interim Period.

“Revaluation Date” means (a) with respect to any Revolving Loan or Swingline Loan denominated in an Alternate Currency, each of the following: (i) each date of any Borrowing of such Revolving Loan or Swingline Loan, (ii) each date of any continuation of such Revolving Loan or Swingline Loan pursuant to the terms of this Agreement, (iii) the last day of each Fiscal Quarter and (iv) the date of any voluntary reduction of a Revolving Credit Commitment pursuant to Section 2.09(c), (b) with respect to any Letter of Credit denominated in an Alternate Currency, each of the following: (i) each date of issuance of such a Letter of Credit, (ii) each date of an amendment of such a Letter of Credit that increases the face amount thereof and (iii) the last day of each Fiscal Quarter and (c) with respect to any Ancillary Facility denominated in an Alternate Currency, the last day of each Fiscal Quarter.

“Revolver Replacement Facility” has the meaning assigned to such term in Section 9.02(c)(ii).

“Revolving Borrowers” means, collectively, the US Top Borrower, the US Borrower, ▇▇▇▇▇▇▇ Consumer LLC, the Dutch Borrower and/or any Additional Revolving Borrower, as the case may be.

“Revolving Borrower Joinder” means the joinder hereto by any Additional Revolving Borrower, as a new Revolving Borrower pursuant to a joinder agreement in the substantially the form of Exhibit F hereto, among such Additional Revolving Borrower and the Administrative Agent.

“Revolving Credit Commitment” means any Initial Revolving Credit Commitment, any EighthTwelfth Amendment Revolving Commitment and any Additional Revolving Credit Commitment.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate Outstanding Amount at such time of such ▇▇▇▇▇▇’s Initial Revolving Credit Exposure, EighthTwelfth Amendment Revolving Credit Exposure and Additional Revolving Credit Exposure.

“Revolving Facility” means the Initial Revolving Facility, the EighthTwelfth Amendment Revolving Facility, any Incremental Revolving Facility, any facility governing Extended Revolving Credit Commitments or Extended Revolving Loans and any Revolver Replacement Facility.

“Revolving Facility Test Condition” means, as of any date of determination, that the sum of (a) the aggregate Outstanding Amount of all Revolving Loans (including Swingline Loans but excluding for the avoidance of doubt, (i) the aggregate Outstanding Amount under Ancillary Facilities, and (ii) undrawn Letters of Credit (other than (A) undrawn Letters of Credit that have been cash collateralized or backstopped in an amount equal to 100% of the then-available face amount thereof and (B) all other undrawn Letters of Credit that have not been cash collateralized or backstopped in an aggregate amount of up to $25,000,000 at any time outstanding) and (iii) through and including the second full Fiscal Quarter ending after the Closing Date, the Outstanding Amount of (A) any Revolving Loan borrowed on the Closing Date to fund any original issue discount or upfront fees in connection with the Initial Term Loans by the Fee Letter and (B) up to $25,000,000 of additional Revolving Loans borrowed on the Closing Date)) minus (b) the Unrestricted Cash Amount, in each case, as of such date exceeds an amount equal to the greater of (x) 35% of the Total Revolving Credit Commitments as of such date and (y) 35% of the Total Revolving Credit Commitments as of the Twelfth Amendment Effective Date; provided, that for the avoidance of doubt, it is understood and agreed that any Revolving Credit Commitment provided in the form of an Ancillary Facility shall be included in the calculation of the amount of the Total Revolving Credit Commitments for purposes of the Revolving Facility Test Condition.

“Revolving Lender” means any Initial Revolving Lender, any EighthTwelfth Amendment Revolving Lender and any Additional Revolving Lender. Unless the context otherwise requires, the term “Revolving Lender” shall include the Swingline Lender.

“Revolving Loans” means any Initial Revolving Loan, any EighthTwelfth Amendment Revolving Loan and any Additional Revolving Loan.

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“Revolving Outstandings” means, in relation to any Revolving Lender of a Class of Revolving Credit Commitments, its (and in the case of Ancillary Facilities, its relevant Affiliates’ branches) Revolving Credit Exposure for such Class then outstanding (together with the aggregate amount of all accrued interest, fees and commission owed to it (and in the case of Ancillary Facilities, its Affiliates) as a Revolving Lender or an Ancillary Lender in respect of such Revolving Credit Exposure for such Class).

“Run-Rate Synergies” has the meaning assigned to such term in the definition of “Consolidated Adjusted EBITDA”.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of the S&P Global, Inc.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by Intermediate Dutch Holdings and/or any Restricted Subsidiary of any real property or tangible property, which property has been or is to be sold or transferred by Intermediate Dutch Holdings or such Restricted Subsidiary in contemplation of such lease arrangement.

“Sanctions” has the meaning assigned to such term in Section 3.17(a).

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

“Scheduled Payment Date” means the last day of each March, June, September and December, commencing with the Fiscal Quarter ending June 30, 2021 (or (x) in the case of the 2023 Incremental Dollar Term Loans and the Seventh Amendment Euro Incremental Term Loans, commencing with the Fiscal Quarter ending September 30, 2023, (y) in the case of the Ninth Amendment Dollar Refinancing Term Loans and the Ninth Amendment Euro Refinancing Term Loans, commencing with the Fiscal Quarter ending December 31, 2024 and (z) in the case of the Eleventh Amendment Dollar Refinancing Term Loans, commencing with the Fiscal Quarter ending June 30, 2025).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of its functions.

“Secured Hedging Obligations” means all Hedging Obligations (other than any Excluded Swap Obligations and any Ancillary Obligation) under each Hedge Agreement that is in effect on the Closing Date or entered into at any time on or after the Closing Date between any Loan Party and (a) a counterparty that is (or is an Affiliate of) the Administrative Agent, a Lender or an Arranger as of the Closing Date or at the time such Hedge Agreement is entered into and/or (b) any other Person designated by the Borrower Representative to the Administrative Agent, in the case of the foregoing clause (b), for which such Loan Party agrees to provide security and in each case that has been designated to the Administrative Agent in writing by the Borrower Representative as being a Secured Hedging Obligation for purposes of the Loan Documents; it being understood that in the case of the foregoing clauses (a) and (b), each counterparty to any such Hedge Agreement shall be deemed (A) to appoint the Administrative Agent as its agent under the applicable Loan Documents and (B) to agree to be bound by the provisions of Article 8, Section 9.03 and Section 9.10 and any applicable Intercreditor Agreement as if it were a Lender.

“Secured Net Leverage Ratio” means the ratio, as of any date of determination, of (a) Consolidated Secured Debt as of the last day of the most recently ended Test Period to (b) Consolidated Adjusted EBITDA for the most recently ended Test Period, in each case, of Intermediate Dutch Holdings and its Restricted Subsidiaries on a consolidated basis.

“Secured Obligations” means all Obligations, together with (a) all Banking Services Obligations, (b) all Secured Hedging Obligations and (c) all Ancillary Obligations.

“Secured Parties” means (a) the Lenders, the Issuing Banks and the Swingline Lender, (b) the Agents, (c) each counterparty to a Hedge Agreement with a Loan Party the obligations under which constitute Secured Hedging Obligations, (d) each provider of Banking Services to any Loan Party the obligations under which constitute Banking Services Obligations, (e) each Ancillary Lender and (f) any beneficiary of any indemnification obligation undertaken by any Loan Party under any Loan Document.

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“Securities Act” means the Securities Act of 1933 and the rules and regulations of the SEC promulgated thereunder.

“Security” means a fungible financial instrument that holds some monetary value, such as representing (a) an ownership interest in a publicly-traded company or rights to such ownership, or (b) a creditor relationship with a Governmental Authority or company.

“Security Agreements” means the US Security Agreement, the US Share Pledge Agreement, the US Pledge Agreement and each Non-US Security Agreement.

“Seventh Amendment” means that certain Seventh Amendment to Credit Agreement, dated as of the Seventh Amendment Effective Date, among Holdings, Intermediate Dutch Holdings, the Borrowers, the Loan Guarantors party thereto, the Previous Agent and the Lenders party thereto.

“Seventh Amendment Dollar Incremental Term Loans” has the meaning assigned to such term in the Seventh Amendment.

“Seventh Amendment Dollar Incremental Term Loan Commitments” has the meaning assigned to such term in the Seventh Amendment.

“Seventh Amendment Effective Date” has the meaning assigned to such term in the Seventh Amendment.

“Seventh Amendment Euro Incremental Term Loans” has the meaning assigned to such term in the Seventh Amendment.

“Seventh Amendment Euro Incremental Term Loan Commitments” has the meaning assigned to such term in the Seventh Amendment.

“Seventh Amendment Incremental Lenders” has the meaning assigned to such term in the Seventh Amendment.

“Seventh Amendment Incremental Term Lender” has the meaning assigned to such term in the Seventh Amendment.

“Seventh Amendment Incremental Term Loan” has the meaning assigned to such term in the Seventh Amendment.

“Seventh Amendment Incremental Term Loan Commitment” has the meaning assigned to such term in the Seventh Amendment.

“Shared Incremental Amount” means the greater of $492,000,000 and 100% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period.

“Similar Business” means any Person the majority of the revenues of which are derived from a business that would be permitted by Section 5.18 if the references to “Restricted Subsidiaries” in Section 5.18 were read to refer to such Person.

“SOFR” means, with respect to any Business Day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s Website (or any successor source) at approximately 8:00 a.m. (New York City time) on the immediately succeeding Business Day and, in each case, that has been selected or recommended by the Relevant Governmental Body.

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“SPC” has the meaning assigned to such term in Section 9.05(e).

“SPD Leverage Test” means the First Lien Net Leverage Ratio, determined on a Pro Forma Basis, not exceeding the greater of (i) 3.25:1.00 and (ii) the First Lien Net Leverage Ratio level that is 0.50:1.00 inside the First Lien Net Leverage Ratio as of the end of the then most recently ended Test Period.

“SPD Proceeds” means the Net Proceeds of any Specified Permitted Disposition.

“Special Flood Hazard Area” means an area that the Federal Emergency Management Agency has designated as an area subject to special flood or mud slide hazards.

“Specified German Loan Party” means each of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and each Restricted Subsidiary of Grace Bidco that is a German Subsidiary.

“Specified Acquisition Agreement Representations” means the representations and warranties made by, or on behalf of, the Target, its subsidiaries or their respective businesses in the Acquisition Agreement as are material to the interests of the Lenders in their capacity as such, but only to the extent that the US Borrower or the Dutch Borrower (or their applicable Affiliates) has the right to terminate their respective (or such Affiliate’s) obligations under the Acquisition Agreement or decline to consummate the Acquisition as a result of a breach of such representations and warranties in the Acquisition Agreement.

“Specified Commitment” has the meaning assigned to such term in Section 1.12(g).

“Specified EBITDA Adjustments” means the add-backs, adjustments and/or exclusions of the type reflected in clause (ii) (to the extent relating to Project Rally) and clause (iii) of the QofE Adjustment.

“Specified Guarantor Release Provision” has the meaning assigned to such term in Section 8.09.

“Specified IPO Entity” means an IPO Entity that is either a Parent Company or Intermediate Dutch Holdings.

“Specified MFN Excluded Debt” means, collectively:

(a) Incremental Term Loans incurred or implemented in connection with any acquisition or similar Investment; and

(b) any Incremental Term Loans that would otherwise constitute “Specified MFN Indebtedness” in an aggregate principal amount not to exceed of the greater of $492,000,000 and 100% of Consolidated Adjusted EBITDA for the most recently ended Test Period.

“Specified MFN Indebtedness” means any Incremental Term Loans incurred in reliance on Section 2.22 (other than Specified MFN Excluded Debt) that:

(a) are pari passu with the 2023 Incremental Dollar Term Loans or Seventh Amendment Euro Incremental Term Loans, as applicable, in right of payment and with respect to security;

(b) are broadly syndicated;

(c) are denominated in the same currency as the relevant 2023 Incremental Dollar Term Loans or Seventh Amendment Euro Incremental Term Loans, as applicable;

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(d) require payment of interest in cash (to the extent of such cash interest);

(e) incurred in reliance on the Incremental Incurrence-Based Component (and not by virtue of any re-classification described in clause (C) of the proviso to the definition of “Incremental Cap”);

(f) scheduled to mature prior to the date that is one year after the Initial Term Loan Maturity Date; and

(g) incurred or implemented prior to the date that is 6 months after the Seventh Amendment Effective Date.

“Specified Permitted Disposition” means Dispositions of certain lines of business disclosed to the Arrangers.

“Specified Representations” means the representations and warranties set forth in Section 3.01(a)(i) (as it relates to organizational existence of the Loan Parties), Section 3.02 (as it relates to the due authorization, execution, delivery and performance of the Loan Documents and the enforceability thereof), Section 3.03(b)(i), Section 3.08, Section 3.12, Section 3.14 (as it relates to the creation, validity and perfection of the security interests in the Collateral), Section 3.16, Section 3.17(a)(ii), Section 3.17(b) and Section 3.17(c)(ii) (solely as it relates to the use of proceeds in violation of FCPA).

“Specified Repricing Transaction” means, each of (a) (i) with respect to the Eleventh Amendment Dollar Refinancing Term Loans, the prepayment, repayment, refinancing, substitution or replacement of all or a portion of the Eleventh Amendment Dollar Refinancing Term Loans, substantially concurrently with the incurrence by the Borrowers of any broadly syndicated secured first lien term B loans (including any Replacement Term Loan) denominated in Dollars, having an Effective Yield that is less than the Effective Yield applicable to the Eleventh Amendment Dollar Refinancing Term Loans so prepaid, repaid, refinanced, substituted or replaced and (ii) with respect to the Eleventh Amendment Euro Refinancing Term Loans, the prepayment, repayment, refinancing, substitution or replacement of all or a portion of the Eleventh Amendment Euro Refinancing Term Loans, substantially concurrently with the incurrence by the Borrowers of any broadly syndicated secured first lien term B loans (including any Replacement Term Loan) denominated in Euros, having an Effective Yield that is less than the Effective Yield applicable to the Eleventh Amendment Euro Refinancing Term Loans so prepaid, repaid, refinanced, substituted or replaced, and (b) any amendment, waiver or other modification to this Agreement that would have the effect (by affecting the margin and not by virtue of any fluctuation in any floating rate) of reducing the Effective Yield applicable to the Eleventh Amendment Dollar Refinancing Term Loans and/or Eleventh Amendment Euro Refinancing Term Loans; provided, that the primary purpose of such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification (as determined by the Borrower Representative in good faith) was to reduce the Effective Yield applicable to such Eleventh Amendment Dollar Refinancing Term Loans and/or Eleventh Amendment Euro Refinancing Term Loans, as applicable; provided, further, that in no event shall any such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification in connection with a Change of Control, IPO, dividend recapitalization, material acquisition or similar material Investment (as determined by the Borrower Representative in good faith), Disposition or maturity extension constitute a Specified Repricing Transaction.

“Specified Subsidiary” has the meaning assigned to such term in Section 2.11(b)(iv).

“Sponsor” means, collectively, Advent, its controlled Affiliates and funds managed or advised by any of them or any of their respective controlled Affiliates.

“Spot Rate” means, for any currency, on any Revaluation Date or other relevant date of determination, the rate determined by the Administrative Agent to be the rate quoted by the Administrative Agent as the spot rate for the purchase by the Administrative Agent of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date that is two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Administrative Agent does not have as of the date of determination a spot buying rate for any such currency.

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“Standby Letter of Credit” means any Letter of Credit other than any Commercial Letter of Credit.

“Stated Amount” means, with respect to any Letter of Credit, at any time, the maximum amount available to be drawn thereunder, in each case determined (a) as if any future automatic increase in the maximum available amount provided for in any such Letter of Credit had in fact occurred at such time and (b) without regard to whether any conditions to drawing could then be met but after giving effect to all previous drawings made thereunder.

“Subject Indebtedness” has the meaning assigned to such term in Section 1.03.

“Subject Loans” has the meaning assigned to such term in Section 2.11(b)(ii).

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

“Subject Proceeds” has the meaning assigned to such term in Section 2.11(b)(ii).

“Subject Transaction” means:

(a) the Transactions;

(b) any Permitted Acquisition or any other acquisition or similar Investment, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or any business line, unit or division of, any Person or of a majority of the outstanding Capital Stock of any Person (and, in any event, including any Investment in (i) any Restricted Subsidiary the effect of which is to increase Intermediate Dutch Holdings’ or any Restricted Subsidiary’s respective equity ownership in such Restricted Subsidiary or (ii) any joint venture for the purpose of increasing Intermediate Dutch Holdings’ or its relevant Restricted Subsidiary’s ownership interest in such joint venture), in each case that is permitted by this Agreement;

(c) any Disposition of (i) all or substantially all of the assets or (ii) Capital Stock of any subsidiary (or any business unit, line of business or division of Intermediate Dutch Holdings and/or any Restricted Subsidiary) not prohibited by this Agreement;

(d) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.10 hereof;

(e) any incurrence, retirement, redemption, repayment and/or prepayment of Indebtedness (other than any Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes);

(f) any capital contribution in respect of Qualified Capital Stock or any issuance of Qualified Capital Stock (other than any amount constituting a Cure Amount);

(g) the implementation of any Business Optimization Initiative;

(h) the execution of any New Contract;

(i) at the election of the Borrower Representative, any discontinued operation; and/or

(j) 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.

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“subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries of such Person or a combination thereof, in each case to the extent the relevant entity’s financial results are required to be included in such Person’s consolidated financial statements under GAAP; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interests in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. Unless otherwise specified, “subsidiary” shall mean any subsidiary of Intermediate Dutch Holdings.

“Subsidiary Guarantor” means (a) on the Closing Date (i) each wholly-owned Restricted Subsidiary that is a Domestic Subsidiary (other than any such subsidiary that is an Excluded Subsidiary on the Closing Date) and (ii) the Dutch Borrower and (b) thereafter (other than to the extent constituting an Excluded Subsidiary) and, in each case subject to and in accordance with Section 5.12 and the definition of “Collateral and Guarantee Requirements” (i) each Dutch Subsidiary, (ii) the Swiss Target, (iii) the Specified German Loan Parties, (iv) Acceleratio and (v) each other subsidiary of Intermediate Dutch Holdings that becomes a guarantor of the Secured Obligations pursuant to the terms of this Agreement (including any such subsidiary designated as a Discretionary Guarantor pursuant to Section 5.12(c)), in each case, until such time as the relevant subsidiary is released from its obligations under its Loan Guaranty in accordance with the terms and provisions hereof; provided, that each Borrower that is a Restricted Subsidiary shall only constitute a Subsidiary Guarantor in respect of the Obligations of each other Borrower.

“Successor Borrower” has the meaning assigned to such term in Section 6.07(a).

“Successor Borrower Approved Jurisdiction” means each of Luxembourg, the Cayman Islands, Canada and the United Kingdom, and, in each case, any state, province, territory or other similar local unit therein.

“Successor Holdings” has the meaning assigned to such term in Section 6.07(cc).

“Successor Rate” means any LIBO Successor Rate, any Term SOFR Successor Rate and/or any Canadian Benchmark Replacement, as the context may require.

“Successor Rate Conforming Changes” means, with respect to any proposed Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of Business Day, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the reasonable discretion of the Administrative Agent and in consultation with the Borrower Representative, to reflect the adoption and implementation of such Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for comparable syndicated credit facilities for the administration of such Successor Rate exists, in such other manner of administration that the Administrative Agent reasonably determines (in consultation with the Borrower Representative) is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Supported QFC” has the meaning assigned to such term in Section 9.27.

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

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“Swingline Exposure” means, at any time, the Dollar Equivalent of the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any time shall equal to its Applicable Revolving Credit Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” means JPMorgan, in its capacity as lender of Swingline Loans hereunder, or any successor lender of Swingline Loans hereunder.

“Swingline Loan” has the meaning assigned to such term in Section 2.04.

“Swiss Code of Obligations” means the Swiss Federal Code of Obligations (Bundesgesetz betreffend die Ergänzung des Schweizerischen Zivilgesetzbuches (Fünfter Teil: Obligationenrecht)) of 30 March 1911 (SR 220), as amended from time to time.

“Swiss Collateral Documents” has the meaning assigned to such term in Section 8.01(b).

“Swiss Loan Party” means any Loan Party incorporated or established under the laws of Switzerland.

“Swiss Subsidiary” means any Restricted Subsidiary of the Swiss Target that is incorporated or established under the laws of Switzerland.

“Swiss Target” has the meaning assigned to such term in the recitals to this Agreement.

“Target” has the meaning assigned to such term in the recitals to this Agreement.

“Target Business” has the meaning assigned to the term “Business” in the Acquisition Agreement.

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Target Guarantees” has the meaning assigned to such term in the final paragraph of Section 4.01.

“Target Quality of Earnings Report” means the quality of earnings report with respect to the Target, dated as of October 11, 2020.

“Tax and Trust Funds” means cash, Cash Equivalents or other assets comprised solely of (a) funds used for payroll and payroll Taxes and other payments to or for the benefit of employees of Intermediate Dutch Holdings and/or any of its Restricted Subsidiaries, (b) all Taxes required to be collected, remitted or withheld (including federal and state withholding taxes (including the employer’s share thereof) and (c) any other funds which any Loan Party holds in trust or as an escrow or fiduciary for another Person which is not a Loan Party in the ordinary course of business.

“Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(f).

“Taxes” means all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date” has the meaning assigned to such term in the lead-in to Article 5.

“Term Borrower” means US Top Borrower, US Borrower and Dutch Borrower, as the case may be.

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“Term Commitment” means any Initial Term Loan Commitment, any Fifth Amendment Dollar Incremental Term Loan Commitment, any Seventh Amendment Incremental Term Loan Commitment and any Additional Term Loan Commitment.

“Term ▇▇▇▇▇” means, with respect to a Term ▇▇▇▇▇ Borrowing, the Term ▇▇▇▇▇ Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term ▇▇▇▇▇ Determination Day”) that is two Business Days prior to the first day of such Interest Period, as such rate is published by the Term ▇▇▇▇▇ Administrator; provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term ▇▇▇▇▇ Determination Day the Term ▇▇▇▇▇ Reference Rate for the applicable tenor has not been published by the Term ▇▇▇▇▇ Administrator and a Canadian Benchmark Replacement Date with respect to the Term ▇▇▇▇▇ Reference Rate has not occurred, then Term ▇▇▇▇▇ will be the Term ▇▇▇▇▇ Reference Rate for such tenor as published by the Term ▇▇▇▇▇ Administrator on the first preceding Business Day for which such Term ▇▇▇▇▇ Reference Rate for such tenor was published by the Term ▇▇▇▇▇ Administrator so long as such first preceding Business Day is not more than five Business Days prior to such Periodic Term ▇▇▇▇▇ Determination Day; provided, further, that if Term ▇▇▇▇▇ shall ever be less than 0.0% per annum, then Term ▇▇▇▇▇ shall be deemed to be 0.0% per annum.

“Term ▇▇▇▇▇ Administrator” means Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator.

“Term ▇▇▇▇▇ Notice” means a notification, with the prior written consent of the Borrower Representative, by the Administrative Agent to the Lenders and the Borrower Representative of the occurrence of a Term ▇▇▇▇▇ Reelection Event.

“Term ▇▇▇▇▇ Reelection Event” means the determination by the Administrative Agent in consultation with the Borrower Representative that (a) Term ▇▇▇▇▇ has been recommended for use by the Relevant Governmental Body, (b) the administration of Term ▇▇▇▇▇ is administratively feasible for the Administrative Agent and (c) a Canadian Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not ▇▇▇▇ ▇▇▇▇▇.

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

“Term Facility” means the Term Loans provided to or for the benefit of the Term Borrowers pursuant to the terms of this Agreement.

“Term Lender” means any Initial Term Lender, any 2021 Repricing Term Loan Lender, any Fifth Amendment Incremental Term Lender, any Seventh Amendment Incremental Term Lender, any Ninth Amendment Refinancing Term Lender, any Eleventh Amendment Refinancing Term Lender and any Additional Term Lender.

“Term Loan” means the Initial Term Loans, the 2021 Repricing Term Loans, the Ninth Amendment Dollar Refinancing Term Loans, the Ninth Amendment Euro Refinancing Term Loans, the Eleventh Amendment Dollar Refinancing Term Loans, the Eleventh Amendment Euro Refinancing Term Loans and, if applicable, any Additional Term Loans.

“Term SOFR” means the forward-looking term rate for any period that is approximately (as reasonably determined by the Administrative Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative. Notwithstanding anything to the contrary herein, “Term SOFR” means for any Interest Period with respect to a Term SOFR Rate Loan, the rate per annum equal to the Term SOFR Screen Rate two US Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period.

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“Term SOFR Adjustment” means (a) with respect to EighthTwelfth Amendment Revolving Loans, 0.00% (0 basis points) and (b) with respect to the Eleventh Amendment Dollar Refinancing Term Loans, 0.00% (0 basis points).

“Term SOFR Rate” means, with respect to any Interest Period when used in reference to any Loan or Borrowing, (a) Term SOFR or (b) if the rate described in clause (a) is not available at such time for any reason, then the “Term SOFR” for such Interest Period shall be determined in accordance with Section 2.14.

“Term SOFR Rate Borrowing” means, as to any Borrowing, the Term SOFR Rate Loans comprising such Borrowing.

“Term SOFR Rate Loan” means a Loan that bears interest at a rate based on the Adjusted Term SOFR Rate, other than pursuant to clause (b) of the definition of “Alternate Base Rate”.

“Term SOFR Replacement Date” has the meaning assigned to such term in Section 2.14(d).

“Term SOFR Scheduled Unavailability Date” has the meaning assigned to such term in Section 2.14(c).

“Term SOFR Screen Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term SOFR Rate Borrowing denominated in Dollars for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 1:00 p.m. (New York City time) on such Term SOFR Determination Day, the “Term SOFR Screen Rate” for the applicable tenor has not been published by the CME, then, so long as such day is otherwise a US Government Securities Business Day, the Term SOFR Screen Rate for such Term SOFR Determination Day will be the Term SOFR Screen Rate as published in respect of the first preceding US Government Securities Business Day for which such Term SOFR Screen Rate was published by the CME, so long as such first preceding US Government Securities Business Day is not more than five US Government Securities Business Days prior to such Term SOFR Determination Day.

“Term SOFR Successor Rate” has the meaning assigned to such term in Section 2.14(d).

“Test Period” means, as of any date, (a) for purposes of determining actual compliance with Section 6.10(a), the period of four consecutive Fiscal Quarters then most recently ended for which financial statements of the type described in Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to have been delivered) and (b) for any other purpose, the period of four consecutive Fiscal Quarters then most recently ended for which financial statements of the type described in Sections 5.01(a) or (b), as applicable, have been delivered (or are required to have been delivered) or, if earlier, are internally available; it being understood and agreed that (i) prior to the first delivery (or required delivery) of financial statements under Sections 5.01(a) or (b), “Test Period” means the period of four consecutive Fiscal Quarters most recently ended for which financial statements of Intermediate Dutch Holdings are available and (ii) in the case of clause (b) above, at the election of the Borrower Representative in its sole discretion, the period of four consecutive Fiscal Quarters ending on the last day of the fourth Fiscal Quarter of any Fiscal Year may constitute a Test Period if financial statements of the type described in Section 5.01(a) for the fourth Fiscal Quarter of such Fiscal Year are internally available.

“Third Amendment” means that certain Third Amendment to Credit Agreement, dated as of the Third Amendment Effective Date, among Holdings, Intermediate Dutch Holdings, the Borrowers, the Revolving Lenders and the Previous Agent party thereto.

“Third Amendment Effective Date” has the meaning assigned to such term in the Third Amendment.

“Threshold Amount” means the greater of $147,600,000 and 30% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period.

“Total Net Leverage Ratio” means the ratio, as of any date of determination, of (a) Consolidated Total Debt outstanding as of the last day of the most recently ended Test Period to (b) Consolidated Adjusted EBITDA for the most recently ended Test Period, in each case, of Intermediate Dutch Holdings and its Restricted Subsidiaries on a consolidated basis.

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“Total Revolving Credit Commitment” means, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time.

“Total Revolving Credit Outstandings” means the aggregate of all Revolving Outstandings with respect to a Class of Revolving Credit Commitments.

“Trade Date” means the date on which the applicable Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and/or obligations under this Agreement.

“Trademark” means the following: (a) all trademarks (including service marks), common law marks, trade names, trade dress, and logos, slogans and other indicia of origin under the Requirements of Law of any jurisdiction in the world, and the registrations and applications for registration thereof and the goodwill of the business symbolized by the foregoing, (b) all renewals of the foregoing, (c) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof, (d) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing and (e) all domestic rights corresponding to any of the foregoing.

“Tranche B-1 Commitment” means, with respect to Person, the commitment of such Person to make Tranche B-1 Term Loans hereunder in an aggregate amount not to exceed the amount set forth opposite such Person’s name on the Commitment Schedule, as the same may be (a) reduced from time to time pursuant to Section 2.09, (b) reduced or increased from time to time pursuant to assignments by or to such Person pursuant to Section 9.05 and (c) increased from time to time pursuant to an Additional Term Loan Commitment; provided, that the aggregate amount of the Tranche B-1 Commitments as of the Closing Date shall be $950,000,000.

“Tranche B-2 Commitment” means, with respect to Person, the commitment of such Person to make Tranche B-2 Term Loans hereunder in an aggregate amount not to exceed the amount set forth opposite such Person’s name on the Commitment Schedule, as the same may be (a) reduced from time to time pursuant to Section 2.09, (b) reduced or increased from time to time pursuant to assignments by or to such Person pursuant to Section 9.05 and (c) increased from time to time pursuant to an Additional Term Loan Commitment; provided, that the aggregate amount of the Tranche B-2 Commitments as of the Closing Date shall be €545,000,000.

“Tranche B-3 Commitment” means, with respect to Person, the commitment of such Person to make Tranche B-3 Term Loans hereunder in an aggregate amount not to exceed the amount set forth opposite such Person’s name on the Commitment Schedule, as the same may be (a) reduced from time to time pursuant to Section 2.09, (b) reduced or increased from time to time pursuant to assignments by or to such Person pursuant to Section 9.05 and (c) increased from time to time pursuant to an Additional Term Loan Commitment; provided, that the aggregate amount of the Tranche B-3 Commitments as of the Closing Date shall be C$128,000,000.

“Tranche B-1 Term Lender” means any Lender with a Tranche B-1 Commitment or an outstanding Tranche B-1 Term Loan.

“Tranche B-2 Term Lender” means any Lender with a Tranche B-2 Commitment or an outstanding Tranche B-2 Term Loan.

“Tranche B-3 Term Lender” means any Lender with a Tranche B-3 Commitment or an outstanding Tranche B-3 Term Loan.

“Tranche B-1 Term Loans” has the meaning assigned to such term in Section 2.01(a)(i)(A).

“Tranche B-2 Term Loans” has the meaning assigned to such term in Section 2.01(a)(i)(B).

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“Tranche B-3 Term Loans” has the meaning assigned to such term in Section 2.01(a)(i)(C).

“Transaction Costs” means fees, premiums, expenses and other transaction costs (including original issue discount or upfront fees) payable or otherwise borne by Intermediate Dutch Holdings, any Parent Company and/or its subsidiaries in connection with the Transactions and the transactions contemplated thereby.

“Transactions” means, collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and the Borrowing of Loans hereunder on the Closing Date, (b) the transactions contemplated by the Acquisition Agreement, including the Closing Date Acquisition (including the Closing US Merger) and each Potential Subsequent Acquisition, (c) the Closing Date Releases, (d) the Equity Contribution, (e) the Initial Internal Reorganizations, and (f) the payment of the Transaction Costs.

“Treasury Capital Stock” has the meaning assigned to such term in Section 6.04(a)(viii).

“Treasury Regulations” means the US federal income tax regulations promulgated under the Code.

“Twelfth Amendment” means that certain Twelfth Amendment to Credit Agreement, dated as of July 11, 2025, among Holdings, Intermediate Dutch Holdings, the Borrowers, the Loan Guarantors party thereto, the Administrative Agent, the US Collateral Agent, the Non-US Collateral Agent and the Lenders party thereto.

“Twelfth Amendment Effective Date” has the meaning assigned to such term in the Twelfth Amendment.

“Twelfth Amendment Lead Arrangers” means the “Twelfth Amendment Arrangers” as defined in the Twelfth Amendment.

“Twelfth Amendment Revolving Commitment” means, with respect to each Twelfth Amendment Revolving Lender, the commitment of such Person to make Twelfth Amendment Revolving Loans (and acquire participations in Letters of Credit and Swingline Loans) hereunder as set forth on Schedule I to the Twelfth Amendment, or in the Assignment Agreement pursuant to which such Person assumed its Twelfth Amendment Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 or Section 2.19, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.05, (c) increased pursuant to Section 2.22 or (d) other than for purposes of determining the Required Lenders or Required Revolving Lenders at any time, if such Lender is an Ancillary Lender, decreased by the amount of such Lender’s Ancillary Commitment (and is increased to the extent that any such Ancillary Commitment is reduced, cancelled or terminated). The aggregate amount of the Twelfth Amendment Revolving Commitments as of the Twelfth Amendment Effective Date is $750,000,000.

“Twelfth Amendment Revolving Facility” means the Twelfth Amendment Revolving Commitments and the Twelfth Amendment Revolving Loans and other extensions of credit thereunder.

“Twelfth Amendment Revolving Lenders” has the meaning assigned to such term in the Twelfth Amendment.

“Twelfth Amendment Revolving Loans” has the meaning assigned to such term in Section 2.01(a)(ii).

“Twelfth Amendment Revolving Credit Exposure” means, with respect to any Lender at any time, the aggregate Outstanding Amount at such time of all Twelfth Amendment Revolving Loans of such Lender, plus the aggregate amount at such time of such ▇▇▇▇▇▇’s LC Exposure and Swingline Exposure, in each case, attributable to its Twelfth Amendment Revolving Commitment.

“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 the LIBO Rate, the Adjusted Term SOFR Rate, the Alternate Base Rate, the Canadian Prime Rate or Daily Simple ▇▇▇▇▇.

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“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the creation or perfection of security interests.

“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 subject to 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 administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unrestricted Cash Amount” means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person and its Restricted Subsidiaries and (b) Cash and Cash Equivalents of such Person and its Restricted Subsidiaries that are restricted in favor of the Credit Facilities and/or other permitted pari passu or junior secured Indebtedness (which may also include Cash and Cash Equivalents securing other Indebtedness that is secured by a Lien on Collateral along with the Credit Facilities and/or other permitted pari passu or junior secured indebtedness), in each case (i) whether or not held in a pledged account and (ii) calculated in accordance with GAAP.

“Unrestricted Incremental Amount” means, collectively, the Shared Incremental Amount, the Reallocated General Debt Basket Incremental Component and the Additional Revolving Incremental Amount.

“Unrestricted Subsidiary” means (a) any subsidiary of Intermediate Dutch Holdings that is listed on Schedule 5.10 hereto or designated by the Borrower Representative as an Unrestricted Subsidiary after the Closing Date pursuant to Section 5.10 and (b) each subsidiary of any Person described in the preceding clause (a).

“US” means the United States of America.

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

“US Borrower” means prior to the consummation of the Closing US Merger, US Bidco, and following the consummation of the Closing US Merger, US Target.

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

“US Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

“US Loan Party” means any Loan Party that is incorporated or organized under the laws of the US, any state thereof or the District of Columbia.

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

“US Pledge Agreement” means the US Pledge Agreement (Swiss Receivables), required to be delivered in accordance with Section 5.15, among the applicable Loan Parties as grantors and the US Collateral Agent for the benefit of the Secured Parties, pursuant to which the Material Swiss Intercompany Receivables are pledged.

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“US Security Agreement” means the US Pledge and Security Agreement, substantially in the form of Exhibit M, among the US Loan Parties as grantors and the US Collateral Agent for the benefit of the Secured Parties.

“US Share Pledge Agreement” means the Pledge Agreement, dated as of the date hereof, pursuant to which Intermediate Dutch Holdings pledges the Capital Stock of the US Top Borrower.

“US Special Resolution Regimes” has the meaning assigned to such term in Section 9.27.

“US Subsidiary” means any Restricted Subsidiary incorporated or organized under the laws of the US, any state thereof or the District of Columbia.

“US Target” has the meaning assigned to such term in the recitals to this Agreement.

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

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

“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 scheduled 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 effects of any prepayment made in respect of such Indebtedness shall be disregarded in making such calculation.

“Wholly-Owned Subsidiary” of any Person means a subsidiary of such Person, 100% of the Capital Stock of which (other than directors’ qualifying shares or shares required by Requirements of Law to be owned by a resident of the relevant jurisdiction) shall be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

“Withdrawal Liability” means the liability to any Multiemployer Plan as the result of a “complete” or “partial” withdrawal by Holdings, Intermediate Dutch Holdings or any Restricted Subsidiary or any ERISA Affiliate from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“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.

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Section 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Term Loan”) or by Type (e.g., a “LIBO Rate Loan”) or by Class and Type (e.g., a “LIBO Rate Term Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Term Loan Borrowing”) or by Type (e.g., a “LIBO Rate Borrowing”) or by Class and Type (e.g., a “LIBO Rate Term Loan Borrowing”).

Section 1.03. Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.

(b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

(c) The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

(d) The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(e) The words “herein,” “hereof” and “hereunder,” and words of similar import, when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision hereof.

(f) Any definition of or reference to any agreement, instrument or other document herein or in any Loan Document (including any Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified or extended, replaced or refinanced (subject to any restrictions or qualifications on such amendments, restatements, amendment and restatements, supplements or modifications or extensions, replacements or refinancings set forth herein).

(g) Any reference to any Requirement of Law in any Loan Document shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law.

(h) Any reference herein or in any Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns.

(i) All references herein or in any Loan Document to Articles, Sections, clauses, paragraphs, Exhibits and Schedules shall be construed to refer to Articles, Sections, clauses and paragraphs of, and Exhibits and Schedules to, such Loan Document.

(j) 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”.

(k) The words “asset” and “property”, when used in any Loan Document, 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.

(l) For purposes of determining compliance at any time with Sections 5.16, 6.01, 6.02, 6.04, 6.05, 6.06 and 6.07, in the event that any Affiliate transaction, Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment or Disposition, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 5.16, 6.01 (other than Sections 6.01(a) (except as provided in the definition of “Incremental Cap”), 6.02 (other than Section 6.02(a)), 6.04, 6.05, 6.06 and 6.07, the Borrower Representative, in its sole discretion, may, from time to time, classify or reclassify such transaction or item (or portion thereof) under one or more clauses of each such Section and will only be required to include the amount and type of such transaction (or portion thereof) in any one category; provided that:

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(i) upon the date on which financial statements of the type described in Section 5.01(a) or (b) are delivered or, if earlier, become internally available following the initial incurrence of any portion of any Indebtedness incurred under Section 6.01 (other than Section 6.01(a)) (such portion of such Indebtedness, the “Subject Indebtedness”), if any such Subject Indebtedness could, based on such financial statements, have been incurred in reliance on Section 6.01 (w), such Subject Indebtedness shall automatically be reclassified as having been incurred under the applicable provisions of Section 6.01(w), as applicable (subject to any other applicable provision of Section 6.01(w)) and any associated Lien will be deemed to have been permitted under Section 6.02 upon any such reclassification; it being understood for the avoidance of doubt that this clause (i) shall not limit the provisions of the definition of “Incremental Cap”);

(ii) upon the date on which financial statements of the type described in Section 5.01(a) or (b) are delivered or, if earlier, become internally available following the making of any Investment in reliance on Section 6.06 (other than Section 6.06(bb)), if all or any portion of such Investment could, based on such financial statements, have been made in reliance on Section 6.06(bb), such Investment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on Section 6.06(bb);

(iii) upon the date on which financial statements of the type described in Section 5.01(a) or (b) are delivered or, if earlier, become internally available, following the making of any Restricted Payment under Section 6.04(a) (other than Section 6.04(a)(xi)), if all or any portion of such Restricted Payment could, based on such financial statements, have been made in reliance on Section 6.04(a)(xi), such Restricted Payment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on Section 6.04(a)(xi); and

(iv) upon the date on which financial statements of the type described in Section 5.01(a) or (b) are delivered or, if earlier, become internally available, following the making of any Restricted Debt Payment under Section 6.04(b) (other than Section 6.04(b)(vii)), if all or any portion of such Restricted Debt Payment could, based on such financial statements, have been made in reliance on Section 6.04(b)(vii), such Restricted Debt Payment (or the relevant portion thereof) shall automatically be reclassified as having been made in reliance on Section 6.04(b)(vii);

provided, further, that it is understood and agreed that, with respect to the fourth Fiscal Quarter of any Fiscal Year, prior to the date on which financial statements of the type described in Section 5.01(b) for such Fiscal Year are delivered or become internally available or, if earlier, are required to be delivered, the Borrower Representative may, in its sole discretion, rely on financial statements of the type described in Section 5.01(a) that are internally available to trigger the reclassification of any transaction based on the financial results as of the end of the fourth Fiscal Quarter of such Fiscal Year.

(m) It is understood and agreed that any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Burdensome Agreement, Investment, Disposition and/or Affiliate transaction need not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Burdensome Agreement, Investment, Disposition and/or Affiliate transaction under Sections 5.16, 6.01, 6.02, 6.04, 6.05, 6.06 or 6.07, respectively, and may instead be permitted in part under any combination thereof, but the Borrower Representative will only be required to include the amount and type of such transaction (or portion thereof) in one such category (or combination thereof).

(n) For purposes of any amount herein expressed as a percentage of Consolidated Adjusted EBITDA, “Consolidated Adjusted EBITDA,” unless the context otherwise requires, shall be deemed to refer to Consolidated Adjusted EBITDA of Intermediate Dutch Holdings and its Restricted Subsidiaries.

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(o) Unless otherwise specified, an amount borrowed includes any amount utilized under an Ancillary Facility.

Section 1.04. Accounting Terms; GAAP.

(a) All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from time to time and, except as otherwise expressly provided herein, all terms of an accounting nature that are used in calculating the First Lien Net Leverage Ratio, the First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, Consolidated Adjusted EBITDA or Consolidated Total Assets shall be construed and interpreted in accordance with GAAP, as in effect from time to time; provided that if the Borrower Representative notifies the Administrative Agent that the Borrower Representative requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date of delivery of the financial statements described in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation of such provision, 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 becomes effective until such notice have been withdrawn or such provision amended in accordance herewith; provided, further, that the Borrower Representative and the Administrative Agent shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof; provided, further, that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification ▇▇▇-▇▇-▇▇ (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Intermediate Dutch Holdings or any subsidiary at “fair value,” as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification 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. If the Borrower Representative notifies the Administrative Agent that Intermediate Dutch Holdings (or its applicable Parent Company) is required to report under IFRS or has elected to do so through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, Intermediate Dutch Holdings cannot elect to report under GAAP).

(b) Notwithstanding anything to the contrary herein, but subject to Section 1.12 hereof, all financial ratios and tests (including the First Lien Net Leverage Ratio, the First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio and the amount of Consolidated Total Assets and Consolidated Adjusted EBITDA (other than, for the avoidance of doubt, for purposes of calculating Excess Cash Flow)) contained in this Agreement that are calculated with respect to any Test Period during which any Subject Transaction occurs shall be calculated with respect to such Test Period and such Subject Transaction 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 (i) any Subject Transaction has occurred or (ii) any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into Intermediate Dutch Holdings or any of its Restricted Subsidiaries or any joint venture since the beginning of such Test Period has consummated any Subject 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 Subject Transaction had occurred at the beginning of the applicable Test Period (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/or Cash Equivalents), as of the last day of such Test Period) (it being understood, for the avoidance of doubt, that solely for purposes of (A) calculating actual compliance with Section 6.10(a) and (B) calculating the First Lien Net Leverage Ratio or the First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio, as applicable, for purposes of the definitions of “Applicable Rate” and “Commitment Fee Rate”, in each case, the date of the required calculation shall be the last day of the Test Period, and no Subject Transaction occurring thereafter shall be taken into account).

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(c) Notwithstanding anything to the contrary contained in paragraph (a) above or in the definition of “Capital Lease,” only those leases (assuming for purposes hereof that such leases were then in effect) that would constitute Capital Leases in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be considered Capital Leases hereunder or under any other Loan Document, and all calculations and deliverables under this Agreement and/or any other Loan Document shall be made or prepared, as applicable, in accordance therewith; provided, that all financial statements required to be provided hereunder shall be prepared in accordance with GAAP without giving effect to the foregoing treatment of Capital Leases.

Section 1.05. Effectuation of Transactions. Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

Section 1.06. 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 performance 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 1.07. Times of Day. Unless otherwise specified herein, all references herein to times of day shall be references to London time in connection with any Term Loan denominated in Euros and to New York City time in connection with any other Loan or Letter of Credit (in each case, (daylight or standard, as applicable).

Section 1.08. Currency Equivalents Generally.

(a) The Administrative Agent shall determine the Spot Rate as of each Revaluation Date to be used for calculating the Dollar Equivalent amount of any Revolving Loan, Swingline Loan, Letter of Credit and/or Ancillary Outstanding that is denominated in any Alternate Currency. The Spot Rate shall become effective as of such Revaluation Date and shall be the Spot Rate employed in converting any amount between any Alternate Currency and Dollars until the next occurring Revaluation Date.

(b) For purposes of any determination under Article 1, Article 5, Article 6 (other than Section 6.10(a) and the calculation of compliance with any financial ratio for purposes of taking any action hereunder) or Article 7 with respect to any affiliate transaction, the amount of any Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or other transaction, event or circumstance, or any determination under any other provision of this Agreement, (any of the foregoing, a “specified transaction”), in a currency other than Dollars, (i) the Dollar Equivalent amount of a specified transaction in a currency other than Dollars shall be calculated based on the rate of exchange quoted by the Bloomberg Foreign Exchange Rates & World Currencies Page (or any successor page thereto, or in the event such rate does not appear on any Bloomberg Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower Representative) for such foreign currency, as in effect at 11:00 a.m. (London time) on the date of such specified transaction (which, in the case of any Restricted Payment, shall be deemed to be the date of the declaration thereof and, in the case of the incurrence of Indebtedness, shall be deemed to be on the date first committed); provided, that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness denominated in a currency other than Dollars, and the relevant refinancing or replacement would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such Indebtedness being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums) thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such refinancing or replacement, (y) any existing commitment unutilized thereunder and (z) any additional amount permitted to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared as set forth in clause (i). For purposes of Section 6.10(a) and the calculation of compliance with any financial ratio for purposes of taking any action hereunder, on any relevant date of determination, amounts denominated in currencies other than

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Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Sections 5.01(a) or (b) (or, prior to the first such delivery, the financial statements referred to in Section 3.04), as applicable, for the relevant Test Period and will, with respect to any Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar Equivalent amount of such Indebtedness; provided, that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”. Notwithstanding the foregoing or anything to the contrary herein, to the extent that Intermediate Dutch Holdings would not be in compliance with Section 6.10(a) if any Indebtedness denominated in a currency other than Dollars were to be translated into Dollars on the basis of the applicable currency exchange rate used in preparing the financial statements delivered pursuant to Section 5.01(a) or (b), as applicable, for the relevant Test Period, but would be in compliance with Section 6.10(a) 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 (taking into account the currency translation effects, determined in accordance with GAAP, of any Hedge Agreement permitted hereunder in respect of currency exchange risks with respect to the applicable currency in effect on the date of determination for the Dollar Equivalent amount of such Indebtedness), then, solely for purposes of compliance with Section 6.10(a), 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; provided, that the amount of any Indebtedness that is subject to a Debt FX Hedge shall be determined in accordance with the definition of “Consolidated Total Debt”.

(c) 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 Borrower Representative’s consent to appropriately reflect a change in currency of any country and any relevant market convention or practice relating to such change in currency.

Section 1.09. 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 Loans, Replacement Term Loans, Loans in connection with any Revolver Replacement Facility, Extended Term Loans, Extended Revolving 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 1.10. Alternate Currencies.

(a) The Borrower Representative may from time to time request that Revolving Loans be made and/or Letters of Credit be issued in a currency other than Dollars or those specifically listed in the definition of “Alternate Currency”; provided, that the relevant requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Revolving Loans, such request shall be subject to the approval of the Administrative Agent and the Revolving Lenders and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and each applicable Issuing Bank.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m. ten Business Days prior to the date of any Credit Extension to be made in the applicable Alternate Currency (or such other time or date as may be agreed by the Administrative Agent). In the case of any such request pertaining to Revolving Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof, in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify each applicable Issuing Bank thereof. Each such Revolving Lender (in the case of any such request pertaining to Revolving Loans) and each applicable Issuing Bank (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., five Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Revolving Loans, the issuance of Letters of Credit or the makers of Swingline Loans, as the case may be, in such requested currency.

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(c) Any failure by any Revolving Lender, the relevant Issuing Bank, as the case may be, to respond to such request within the time period specified in the preceding paragraph (b) shall be deemed to be a refusal by such Revolving Lender, Issuing Bank, as the case may be, to permit Revolving Loans to be made, Letters of Credit to be issued, as applicable, in such requested currency. If the Administrative Agent and all the Revolving Lenders that would be obligated to make Credit Extensions denominated in such requested currency consent to making Revolving Loans in the requested currency, the Administrative Agent shall so notify the Borrower Representative, and such currency shall thereupon be deemed for all purposes to be an Alternate Currency hereunder for purposes of any Borrowing of Revolving Loans, if the Administrative Agent and each applicable Issuing Bank consent to the issuance of Letters of Credit in the requested currency, the Administrative Agent shall so notify the Borrower Representative and such currency shall thereupon be deemed for all purposes to be an Alternate Currency hereunder for purposes of any Letter of Credit issuance. If the Administrative Agent fails to obtain the requisite consent to any request for an additional currency under this Section 1.10, the Administrative Agent shall promptly so notify the Borrower Representative.

Section 1.11. Agreed Security Principles. Each Loan Guaranty, each Collateral Document and each other guaranty and security document delivered or to be delivered under this Agreement and any obligation to enter into such document or obligation by any Non-US Loan Party shall be subject in all respects to the Agreed Security Principles.

Section 1.12. Certain Calculations and Tests.

(a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.10(a) hereof, any First Lien Net Leverage Ratio test, any First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test or any Interest Coverage Ratio test) and/or any cap expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets, (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default), (iii) the making and/or accuracy of any representation and/or warranty or (iv) compliance with availability under any basket (including any basket expressed as a percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets), in each case, a condition to (A) the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), (B) the making of any Restricted Payment and/or (C) the making of any Restricted Debt Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower Representative, (1) in the case of any acquisition or similar Investment (including with respect to any Indebtedness contemplated or incurred in connection therewith), 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 the definitive agreement with respect to such acquisition or Investment, (y) in connection with an acquisition to which the United Kingdom City Code or Takeover and Mergers (or any comparable Requirement of Law) applies, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer in respect of the target of an acquisition (or equivalent notice under comparable Requirements of Law) or (z) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment (including with respect to any Indebtedness contemplated or incurred in connection therewith), 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 (including with respect to any Indebtedness contemplated or incurred in connection therewith), 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, in each case of the foregoing clauses (1) and (2), after giving effect, on a Pro Forma Basis, to (I) the relevant acquisition, Investment, Restricted Payment, Restricted Debt Payment and/or any related Indebtedness (including the intended use of proceeds thereof) and (II) to the extent definitive documents in respect thereof have been executed, the Restricted Payment has been declared or delivery of notice with respect to a Restricted Debt Payment has been given (which definitive documents, declaration or notice has not terminated or expired without the consummation thereof), any other Subject Transaction that the Borrower Representative has elected to treat in accordance with this clause (a).

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(b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.10(a) hereof, any First Lien Net Leverage Ratio test, any First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test, any Interest Coverage Ratio test and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after such calculation, or after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be.

(c) Notwithstanding anything to the contrary herein, with respect to any amount incurred or transaction 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, any First Lien Net Leverage Ratio test, any First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Interest Coverage Ratio test) (any such amount, including any such amount drawn or deemed to have been drawn under any revolving credit facility, a “Fixed Amount”) substantially concurrently with any amount incurred or transaction 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(a) hereof, any First Lien Net Leverage Ratio test, any First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio test, any Secured Net Leverage Ratio test, any Total Net Leverage Ratio test and/or any Interest Coverage Ratio test) (any such amount, an “Incurrence-Based Amount”), it is understood and agreed that (i) any Fixed Amount shall be disregarded in the calculation of the financial ratio or test applicable to the relevant Incurrence-Based Amount and (ii) except as provided in clause (i), pro forma effect shall be given to the entire transaction. The Borrower Representative may elect that any amount incurred or transaction entered into (or consummated) in reliance on one or more of any Incurrence-Based Amount or any Fixed Amount in its sole discretion; provided, that unless the Borrower Representative elects otherwise and except as set forth in the Incremental Calculation Methodology, each such amount or transaction shall be deemed incurred, entered into or consummated first under any Incurrence-Based Amount to the maximum extent permitted thereunder.

(d) The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of Intermediate Dutch Holdings dated such date prepared in accordance with GAAP.

(e) The increase in any amount secured by any Lien by virtue of the accrual of interest, the accretion of accreted value, the payment of interest or a dividend in the form of additional Indebtedness, amortization of original issue discount and/or any increase in the amount of Indebtedness outstanding solely as a result of any fluctuation in the exchange rate of any applicable currency will not be deemed to be the granting of a Lien for purposes of Section 6.02.

(f) With respect to any pro forma calculation that is required to be made in connection with any acquisition or similar Investment in respect of which financial statements for the applicable target are not available for the same Test Period for which financial statements of Intermediate Dutch Holdings are available, Intermediate Dutch Holdings shall make the relevant calculation on the basis of the relevant available financial statements (even if for differing periods) or such other commercially reasonable basis as the Borrower Representative may elect.

(g) In connection with the implementation or assumption of any revolving commitment and/or any delayed draw commitment in reliance on any Incurrence-Based Amount under Section 6.01(w), the Borrower Representative may, in its sole discretion either (a) elect to treat all or any portion of such revolving commitment and/or delayed draw commitment as having been fully drawn on the date of implementation or assumption (such commitment (or portion thereof), a “Specified Commitment”), in which case (i) Intermediate Dutch Holdings shall not be required to comply with any financial ratio or test in connection with any drawing thereunder after the date of incurrence or assumption and (ii) other than for purposes of (A) the Applicable Rate, (B) the Commitment Fee Rate, (C) the Required Excess Cash Flow Percentage, (D) the Required Asset Sale Proceeds Percentage and/or (E) actual compliance with Section 6.10(a), the amount of such Specified Commitment shall be deemed to have been an actual incurrence of Indebtedness thereunder on the date of implementation or assumption for purposes of calculating such Incurrence-Based Amount or (b) elect to test the permissibility of all or any portion of any drawing under such revolving commitment and/or delayed draw commitment on the date of such drawing (if any), in which case, such revolving commitment and/or delayed draw commitment (or portion thereof) shall only be treated as drawn for purposes of such Incurrence-Based Amount to the extent of any actual drawing thereunder. It is understood and agreed that the Borrower Representative may, at any time in its sole discretion, make or change an election under clauses (a) and/or (b) with respect to all or any portion of any revolving commitment and/or delayed draw commitment.

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Section 1.13. Effect of Benchmark Transition Event.

(a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower Representative or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower Representative) that the Borrower Representative or Required Lenders (as applicable) have determined with respect to an Alternate Currency (other than with respect to any Loan denominated in Canadian Dollars), that:

(i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Alternate Currency for any Interest Period hereunder or any other tenors of LIBOR, including because the LIBO Rate for such Alternate Currency is not available or published on a current basis at such time and such circumstances are unlikely to be temporary; or

(ii) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator has made a public statement identifying a specific date after which the LIBO Rate or the Published LIBO Rate for such Alternate Currency shall no longer be made available, or used for determining the interest rate of loans denominated in such Alternate Currency, provided that, in each case, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide the LIBO Rate for such Alternate Currency after such specific date (such specific date, the “Scheduled Unavailability Date”); or

(iii) the administrator of the LIBO Rate for such Alternate Currency or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of the LIBO Rate are no longer representative; or

(iv) syndicated loans being executed at the time of such determination, or that include language similar to that contained in this Section 1.13, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBO Rate for such Alternate Currency,

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from the Borrower Representative or (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, notwithstanding anything to the contrary in Section 9.02, the Administrative Agent and the Borrower Representative may amend (without the consent of any other Person) this Agreement solely for the purpose of replacing the LIBO Rate for such Alternate Currency in accordance with this Section 1.13 with in the case of any Alternate Currency with another alternate benchmark rate giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such alternative benchmarks for such Alternate Currency and including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for comparable syndicated credit facilities for such benchmarks for such Alternate Currency, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion in consultation with the Borrower Representative and may be periodically updated (each, an “Adjustment;” and any such proposed rate, a “LIBO Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such amendment.

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Any LIBO Successor Rate shall be applied in a manner consistent with market practice for comparable syndicated loans being executed at the time of such determination; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBO Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower Representative.

Notwithstanding anything to the contrary herein, if at any time any LIBO Successor Rate as so determined would otherwise be less than (u) in the case of Initial Term Loans comprised of Tranche B-1 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-1 Term Loans will be deemed to be 0.00% per annum, (w) in the case of Initial Term Loans comprised of Tranche B-2 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-2 Term Loans will be deemed to be 0.00% per annum, (x) in the case of Initial Term Loans comprised of Tranche B-3 Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such Tranche B-3 Term Loans will be deemed to be 0.00% per annum, (y) in the case of InitialTwelfth Amendment Revolving Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such InitialTwelfth Amendment Revolving Loans will be deemed to be 0.00% per annum and (z) in the case of Term Loans comprised of 2021 Repricing Euro Term Loans, 0.00% per annum, then the LIBO Successor Rate with respect to such 2021 Repricing Euro Term Loans will be deemed to be, 0.00% per annum, in each case, for the purposes of this Agreement and the other Loan Documents.

In connection with the implementation of a LIBO Successor Rate, the Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement (other than the Borrower Representative (such consent not to be unreasonably withheld or delayed)); provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrower Representative and the Lenders reasonably promptly after such amendment becomes effective.

(b) If, at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBO Successor Rate has been determined in accordance with clause (a) of this Section 1.13 or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender and thereafter, (x) the obligation of the Lenders to make or maintain LIBO Rate Loans in each Alternate Currency with respect to which such circumstances exist shall be suspended (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) and (y) the LIBO Rate component shall no longer be utilized in determining the Base Rate or Canadian Prime Rate, as applicable, for such Alternate Currency, until the LIBO Successor Rate has been determined in accordance with clause (a) for such Alternate Currency. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans (to the extent of the affected LIBO Rate Loans, Interest Periods, interest payment dates or payment periods) or, failing that, (i) (A) if the requested Loans are denominated in Canadian Dollars, will be deemed to have converted such request into a request for a Borrowing of Canadian Prime Rate Loans (subject to the foregoing clause (y) in the amount specified therein), and (B) if the requested Loans are denominated in an Alternate Currency (other than Canadian Dollars), will be deemed to have converted such request into a request for Loans at a rate reflecting the generally accepted then-prevailing market rate convention (including any mathematical or other adjustments thereto) as agreed by the Administrative Agent and the Borrower Representative; provided that if no generally accepted then-prevailing market rate convention exists at that time, the Administrative Agent and the Borrower Representative shall enter in an amendment to establish a mutually agreed alternative rate applicable to loans denominated in such Alternate Currency, which amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders unless, prior to such time, (I) with respect to LIBO Rate Loans denominated in Euros, the Required Euro Lenders, (II) with respect to LIBO Rate Loans denominated in Canadian Dollars, the Required Canadian Dollar Lenders and (III) with respect to LIBO Rate Loans denominated in an Alternate Currency (other than Euros and Canadian Dollars), the Required Revolving Lenders, as applicable, have delivered to the Administrative Agent written notice that such required lenders object to such alternative rate and (ii) any outstanding affected LIBO Rate Loans will be deemed to have been converted into (A) Canadian Prime Rate Loans (in the case of such Loans denominated in Canadian Dollars) or (B) Loans bearing interest at the rate described in the foregoing clause (i)(B) for the Alternate Currency (in the case of such Loans denominated in an Alternate Currency), in each case, at the end of the applicable Interest Period.

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Section 1.14. Certain Determinations.

(a) For the avoidance of doubt, in connection with any incurrence of Indebtedness under Section 2.22, “Required Lenders” and “Required Revolving Lenders” shall be calculated on a Pro Forma Basis in accordance with Section 1.04, Section 2.22 and the definition of “Incremental Cap”; provided that any waiver, amendment or modification obtained on such basis (i) will become operative substantially contemporaneously with the incurrence of such Indebtedness and (ii) shall not affect the rights or duties under this Agreement of any Lender holding any Loan and/or Commitment under any then-outstanding Class in a manner that does not affect the rights or duties of the Lenders in respect of the Indebtedness incurred in reliance on Section 2.22 in connection with the relevant amendment.

(b) With respect to any determination under the terms of this Agreement that is vested in any Borrower or the Borrower Representative, the Borrower Representative shall have a right, in its sole discretion (but not any obligation), to deliver notice of such determination to the Administrative Agent, together with a reasonably detailed description thereof, which notice shall be conclusive evidence that such determination satisfied the applicable standard under this Agreement or the relevant other Loan Document unless, within five Business Days following receipt of notice of such determination (and the related description) from the Borrower Representative, the Required ▇▇▇▇▇▇▇ deliver a written objection to such determination to the Borrower Representative, which written objection states, with specificity, the basis upon which the Required Lenders object to such determination.

(c) Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, if, after delivery of any Compliance Certificate pursuant to Section 5.01(c), it is subsequently determined that the First Lien Net Leverage Ratio or the First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio, as applicable, set forth in such Compliance Certificate is inaccurate for any reason and the result of such inaccuracy is that the Lenders received any amount of interest or any fee for any relevant period based on an Applicable Rate or Commitment Fee Rate that is greater than or less than the amount that would have applied if the First Lien Net Leverage Ratio or the First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio, as applicable, set forth in such Compliance Certificate had been accurately reported, then, for all purposes under this Agreement, the Applicable Rate and the Commitment Fee Rate for each day during the relevant period shall be revised to be based upon the accurately determined First Lien Net Leverage Ratio or the First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio, as applicable, and, in such event, (i) any shortfall in the amount of any applicable interest payment shall be due and payable within five Business Days following the date on which the Borrower Representative becomes aware of the relevant inaccuracy and (ii) the amount of any overpayment shall be deducted from the amount of any required interest or fee payment on the next Interest Payment Date or Payment Date, as applicable. In the event that any inaccuracy in the calculation of the First Lien Net Leverage Ratio or the First ▇▇▇▇ ▇▇▇▇▇ Leverage Ratio, as applicable, resulted in a shortfall in the amount of any required interest payment, no Default or Event of Default shall arise under this Agreement with respect thereto unless the relevant amount has not been paid in accordance with the preceding sentence within the period described in the preceding sentence.

(d) With respect to determination of the permissibility of any transaction by Holdings, Intermediate Dutch Holdings and/or any subsidiary under this Agreement, the delivery by any Borrower of a third party valuation report from (i) a nationally recognized accounting, appraisal, investment banking or consulting firm or (ii) another firm reasonably acceptable to the Administrative Agent, in each case, shall be conclusive with respect to the value of the assets covered thereby.

(e) It is understood and agreed for the avoidance of doubt that the carve-outs from the provisions of Section 5.16 and/or Article 6 may include items or activities that are not restricted by the relevant provision.

Section 1.15. Conflicts. Notwithstanding anything to the contrary contained herein or in any other Loan Document, in the event of any conflict or inconsistency between any term or provision of this Agreement (excluding the Exhibits hereto) and any term or provision of any Exhibit to this Agreement, the term or provision of this Agreement shall govern, and the Borrower Representative shall be entitled to make such revisions to the relevant term or provision of the applicable Exhibit to ensure that such term or provision is consistent with the corresponding term or provision of this Agreement.

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Section 1.16. Foreign Law Terms and Interpretive Principles.

(a) Dutch Terms. As used in this Agreement, where it relates to a Dutch Loan Party, a reference to: (i) a necessary corporate or other organizational action where applicable includes without limitation: (A) any action required to comply with the Works Councils Act of the Netherlands (Wet op de ondernemingsraden); and (B) obtaining an positive or neutral advice (advies), which, if conditional, contains conditions which can be reasonably complied with by the relevant Dutch Loan Party, from the competent works council(s); (ii) gross negligence means grove ▇▇▇▇▇▇; (iii) any Lien and any security interest includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie), right to reclaim goods (recht van reclame), and, in general, any right in rem (zakelijk recht) created for the purpose of granting security (goederenrechtelijk zekerheidsrecht); (iv) willful misconduct means opzet; (v) a bankruptcy, liquidation or winding up, dissolution (and any of those terms) includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden); (vi) a moratorium includes surseéance van betaling and granted a moratorium includes surseance verleend; (vii) a bankruptcy trustee, includes a curator and a liquidator includes a curator; (viii) an administrator includes a bewindvoerder and a receiver or an administrative receiver does not include a curator or bewindvoerder; (ix) the procedure described under Sections 7.01(f) and (g) includes filing a notice under section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990), (x) an attachment includes a beslag, (xi) a director includes a managing director (bestuurder) and board of directors includes a managing board (bestuur). Where “the Netherlands” or “Dutch” is referred to it refers only to the European part of the Kingdom of the Netherlands and its laws respectively.

(b) Swiss Terms.

(i) As used in this Agreement, where it relates to a Swiss Loan Party, a reference: (i) to “Organizational Documents” includes a copy of a certified excerpt from the commercial register and a copy of the certified up-to-date articles of association (evidencing, where relevant, the capacity to enter into obligations of an up- or cross-stream nature).

(ii) In this Agreement, where it relates to a Swiss Loan Party, a reference to liquidation, bankruptcy, insolvency, reorganization, moratorium or any proceeding under an applicable Debtor Relief Law means that such Swiss Loan Party (A) has initiated against it or (B) initiates: (1) bankruptcy proceedings (Konkurs), (2) proceedings leading to a provisional or a definitive composition moratorium (provisorische oder definitive Nachlassstundung), (3) proceedings leading to an emergency moratorium (Notstundung) or (4) proceedings for a postponement of bankruptcy pursuant to article 725a of the Swiss Code of Obligations (Konkursaufschub). For the avoidance of doubt, if in this Agreement reference is made to insolvency proceedings in relation to any Swiss Loan Party incorporated under the laws of Switzerland, such reference shall be limited to proceedings as set forth in this clause (ii) and, in particular, shall not include any reference to attachment proceedings.

(c) German Terms.

(i) In this Agreement, where it relates to (i) a German Loan Party or any other German Subsidiary, or (ii) any Collateral or other security rights or security assets governed by German law and unless the contrary intention appears, a reference to:

(A) a “custodian”, “liquidator”, “trustee”, “receiver”, “administrator” “manager”, “assignee”, “sequestrator” or “supervisor” or other similar officer includes an insolvency administrator (Insolvenzverwalter), interim insolvency administrator (vorläufiger Insolvenzverwalter) or custodian (▇▇▇▇▇▇▇▇▇▇) or interim custodian (vorläufiger Sachwalter);

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(B)a “winding up”, “administration”, “liquidation” or “dissolution” includes insolvency proceedings (Insolvenzverfahren) and the rejection of insolvency proceedings due to lack of funds (Abweisungsbeschluss ▇▇▇▇▇▇▇ ▇▇▇▇▇);

(C) a person being “insolvent” or “bankrupt” includes that person being in the state of illiquidity (Zahlungsunfähigkeit) pursuant to section 17 of the German Insolvency Code (Insolvenzordnung, “InsO”) or in the state of over-indebtedness (Überschuldung) pursuant to section 19 InsO;

(D) a “step” or “procedure” taken in connection with insolvency proceedings for an entity to which German insolvency law applies means it being subject to a filing for insolvency (Antrag auf Eröffnung eines Insolvenzverfahrens) for any of the reasons set out in sections 17 to 19 InsO;

(E) commencement of “bankruptcy” or “insolvency” includes the opening of insolvency proceedings (Eröffnung des Insolvenzverfahrens), and the rejection of insolvency proceedings due to lack of funds (Abweisung ▇▇▇▇▇▇▇ ▇▇▇▇▇);

(F) seeking (other than on a solvent basis) “reorganization”, “arrangement”, “adjustment” or “composition” includes the commencement of insolvency proceedings (Eröffnung des Insolvenzverfahrens);

(G) a “moratorium” includes, without limitation, protective shield proceedings (Schutzschirmverfahren) and insolvency plan proceedings (Insolvenzplanverfahren);

(H) in relation to any security or other security rights, security assets or collateral governed by German law or located in Germany, “trust”, “trustee” or “on trust” shall be construed as “Treuhand”, “Treuhänder” or “treuhänderisch”;

(I) “Organizational Documents” or “by-laws” includes reference to articles of association (Satzung), partnership agreement (Gesellschaftsvertrag) and rules of procedure (Geschäftsordnung);

(J) a “director”, “officer” or “manager” of a company includes any statutory legal representative(s) (including any German law general agent (organschaftlicher Vertreter)) of a person pursuant to the laws of its jurisdiction of incorporation, including, but not limited to, any managing director (Geschäftsführer) or member of the board of directors (Vorstand) or an authorised representative (Prokurist);

(K) a “Lien” or “security interest” includes a mortgage (Hypothek), land charge (Grundschuld) including security purpose declarations, pledge (Pfandrecht), assignment or transfer for security purposes (Sicherungsabtretung oder -übereignung) and retention of title arrangements ((verlängerter/erweiterter) Eigentumsvorbehalt); and

(L) a “Guarantee” includes any guarantee (Garantie), any indemnity, any joint and several (gesamtschuldnersich) or independent obligation (unabhängiges Schuldversprechen) within the meaning of German law.