REFINANCING AND INCREMENTAL AMENDMENT NO. 2 TO ABL CREDIT AGREEMENT

Exhibit 10.6

Execution Version

REFINANCING AND INCREMENTAL AMENDMENT NO. 2 TO ABL CREDIT AGREEMENT

This REFINANCING AND INCREMENTAL AMENDMENT NO. 2 TO ABL CREDIT AGREEMENT, dated as of March 14, 2023 (this “Amendment”), is entered into among CLARIOS INTERNATIONAL LP, a limited partnership organized under the laws of the Province of Ontario (“Holdings”), acting by its general partner CLARIOS INTERNATIONAL GP LLC (the “Holdings General Partner”), CLARIOS GLOBAL LP, a limited partnership organized under the laws of the Province of Ontario (the “Lead Borrower”), acting by its general partner ▇▇▇▇▇▇▇ GLOBAL GP LLC (the “Lead Borrower General Partner”), CLARIOS US FINANCE COMPANY, INC., a corporation organized under the laws of the State of Delaware (the “US Co-Borrower”), CLARIOS, LLC, a Wisconsin limited liability company (“Clarios Battery”), CLARIOS RECYCLING GMBH, a limited liability company organized under the law of the Federal Republic of Germany (“CRG”), the other LOAN PARTIES party hereto, each of the LENDERS listed on its signature page hereto as an “Initial 2023 ABL Lender” (collectively, the “Initial 2023 Replacement Facility Lenders”), each of the ISSUING BANKS listed on its signature page hereto as a “2023 ABL Issuing Bank” (collectively, the “2023 Replacement Facility Issuing Banks”) and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS

WHEREAS, Holdings, the Lead Borrower, the Administrative Agent, the Lenders and Issuing Banks from time to time party thereto and the other parties thereto have entered into that certain ABL Credit Agreement, dated as of April 30, 2019 (as amended by that certain Incremental Amendment No. 1 to ABL Credit Agreement dated as of March 5, 2020 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”);

WHEREAS, pursuant to Section 9.02(b) of the Credit Agreement, the Credit Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Borrowers to add one or more additional credit facilities thereunder;

WHEREAS, the Lead Borrower has requested that the Initial 2023 Replacement Facility Lenders provide, as of the Second Amendment Effective Date (as defined below), a replacement revolving credit facility (the “2023 Replacement Facility”) in the aggregate principal amount of $800,000,000 (the commitments thereunder, “2023 Replacement Facility Commitments”) to replace the Initial Commitments, such that each Initial 2023 Replacement Facility Lender shall hold a 2023 Replacement Facility Commitment in the respective amount set forth opposite such Initial 2023 Replacement Facility Lender’s name on Schedule 2.01 to the Amended Credit Agreement;

WHEREAS, as contemplated by Section 9.02(b) of the Credit Agreement, the parties hereto have agreed to amend certain terms of the Credit Agreement as hereinafter provided to give effect to the incurrence of the 2023 Replacement Facility;

WHEREAS, the Initial 2023 Replacement Facility Lenders are prepared to provide the 2023 Replacement Facility and to become, if not already, a Lender, and, if applicable, an Issuing Bank or a Swingline Lender under the Amended Credit Agreement, subject solely to the satisfaction (or waiver by the Initial 2023 Replacement Facility Lenders) of the conditions precedent to effectiveness set forth in Section 4 hereof (the “Conditions to Effectiveness”); and

WHEREAS, the Lead Borrower has requested, and the other parties party hereto have agreed, to make certain other amendments to the Credit Agreement as more fully set forth in Section 3 hereof.

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

Section 1. Defined Terms; Rules of Construction. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined, including the terms used in the preamble and recitals hereto, shall have the meanings assigned to such terms in the Amended Credit Agreement. As used in this Amendment, “Loan Parties” shall include the Lead Borrower General Partner. The rules of construction specified in Sections 1.02 through 1.16 of the Amended Credit Agreement shall apply to this Amendment, including the preamble and recitals hereto.

Section 2. 2023 Replacement Facility. Pursuant to Section 9.02(b) of the Credit Agreement, and subject solely to the satisfaction (or waiver by the Initial 2023 Replacement Facility Lenders) of the Conditions to Effectiveness, on and as of the Second Amendment Effective Date:

(a) Each Initial 2023 Replacement Facility Lender agrees, severally and not jointly, to provide 2023 Replacement Facility Commitments such that the 2023 Replacement Facility Commitment of each such Initial 2023 Replacement Facility Lender on the Second Amendment Effective Date is equal to the amount set forth on Schedule 2.01 to the Amended Credit Agreement and the aggregate principal amount of the 2023 Replacement Facility Commitments of all Lenders on the Second Amendment Effective Date shall be $800,000,000. 2023 Replacement Facility Loans shall be made pursuant to the 2023 Replacement Facility Commitments upon the terms of the Amended Credit Agreement. On the Second Amendment Effective Date, the proceeds of the initial Borrowing under the 2023 Replacement Facility (or a portion thereof) shall be applied to refinance the Initial Loans in full and the Initial Commitments under the Amended Credit Agreement shall terminate in full (the “Refinancing”). The Borrowers shall pay accrued and unpaid interest on the Initial Loans so refinanced and all accrued and unpaid undrawn commitment fees in respect of the Initial Commitments as of the Second Amendment Effective Date. The Administrative Agent, in its discretion, may net amounts (including any fees) owing to any Lender as a result of the Refinancing and amounts owing by any Lender in connection with the initial Borrowing under the 2023 Replacement Facility.

(b) Each 2023 Replacement Facility Issuing Bank undertakes to perform the obligations of an Issuing Bank with respect to the 2023 Replacement Facility as set forth in the Amended Credit Agreement.

(c) The Initial 2023 Replacement Facility Lenders, the Administrative Agent and the Loan Parties party hereto agree that this Amendment shall constitute a Refinancing Amendment pursuant to and in accordance with Section 2.21 of the Amended Credit Agreement.

(d) On the Second Amendment Effective Date, each Lender immediately prior to the Refinancing will automatically and without further act be deemed to have assigned to each relevant Initial 2023 Replacement Facility Lender, and each relevant Initial 2023 Replacement Facility Lender will automatically and without further act be deemed to have assumed a portion of, such ▇▇▇▇▇▇’s participations in any outstanding Letters of Credit and Swingline Loans such that, after giving effect to each deemed assignment and assumption of participations, all of the Initial 2023 Replacement Facility Lenders’ participations in any Letters of Credit and participations in any Swingline Loans shall be held on a pro rata basis on the basis of their respective 2023 Replacement Facility Commitments. Each Letter of Credit outstanding prior to the Second Amendment Effective Date shall be automatically and without further act be deemed to be outstanding under the 2023 Replacement Facility.

(e) Each Initial 2023 Replacement Facility Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any other Initial 2023 Replacement Facility Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and/or the Amended Credit Agreement, (iii) appoints and authorizes the Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement, the Amended Credit Agreement and/or the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are

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reasonably incidental thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender.

(f) For purposes of the Amended Credit Agreement, the initial notice address of each Initial 2023 Replacement Facility Lender shall be as set forth below its signature below or as otherwise notified to the Aggregator Borrower and the Administrative Agent.

(g) Each Initial 2023 Replacement Facility Lender that is not a U.S. person (as defined in Section 7701(a)(30) of the Code), if any, shall deliver to the Administrative Agent such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Initial 2023 Replacement Facility Lender may be required to deliver to the Administrative Agent pursuant to Section 2.17 of the Credit Agreement.

(h) Each ▇▇▇▇▇▇ agrees to waive any breakage that may otherwise be due pursuant to Section 2.16 of the Credit Agreement as a result of this Amendment as of the Second Amendment Effective Date.

Section 3. Amendments to Credit Agreement. Subject solely to the satisfaction (or waiver by the Initial 2023 Replacement Facility Lenders) of the Conditions to Effectiveness, on and as of the Second Amendment Effective Date, (a) the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Credit Agreement attached as Exhibit A hereto, (b) Exhibit C-1 and Exhibit D of the Credit Agreement shall be amended and restated in their entirety as set forth on Exhibit B hereto and (c) Schedule 2.01 of the Credit Agreement shall be amended and restated in its entirety as set forth in Exhibit C hereto.

Section 4. Conditions to Effectiveness. The effectiveness of the amendments pursuant to Section 3 above, and the obligation of the Initial 2023 Replacement Facility Lenders and 2023 Replacement Facility Issuing Banks to provide the 2023 Replacement Facility pursuant to Section 2 above, shall be subject solely to the satisfaction (or waiver by the Initial 2023 Replacement Facility Lenders) of the following conditions (the date of such satisfaction (or waiver), the “Second Amendment Effective Date”):

(a) the Administrative Agent shall have received from (i) each Loan Party party hereto, (ii) each Initial 2023 Replacement Facility Lender and (iii) each 2023 Replacement Facility Issuing Bank, an executed counterpart of this Amendment (by electronic transmission or otherwise);

(b) the Administrative Agent shall have received customary written opinions of each of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel for the Loan Parties, (ii) Ashurst LLP, German counsel for the Loan Parties (but limited to issues of capacity of German Loan Parties), (iii) Buren N.V., Dutch counsel for the Loan Parties, (iv) ▇▇▇▇▇, ▇▇▇▇▇▇▇ y ▇▇▇▇▇▇▇, S.C., Mexican counsel for the Loan Parties (but limited to issues of capacity of the Mexican Loan Parties), (v) Torys LLP, Canadian counsel for the Loan Parties, (vi) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, Delaware counsel for the Loan Parties and (vii) ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, Wisconsin counsel for the Loan Parties;

(c) the Administrative Agent shall have received a certificate of the Lead Borrower, dated the Second Amendment Effective Date, certifying (i) that either (x) attached thereto is a copy of each Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) there has been no change to such Organizational Document since last delivered to the Administrative Agent, (ii) as to the signature and incumbency of the Responsible Officers of each Loan Party, (iii) that attached thereto are resolutions of the Board of Directors or, to the extent applicable, of the shareholders of each Loan Party approving, or general powers-of-attorney permitting, and authorizing the execution, delivery and performance of this Amendment and (iv) that attached thereto are good standing certificates (to the extent such concept exists) (or the equivalent for any non-U.S. jurisdiction (to the extent such

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concept exists)) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation;

(d) the Administrative Agent shall have received a certificate, dated as of the Second Amendment Effective Date and signed by a Responsible Officer of the Lead Borrower, to the effect that (i) on and as of the Second Amendment Effective Date, after giving effect to this Amendment, no Event of Default shall have occurred and be continuing and (ii) the representations and warranties of the Loan Parties set forth in Section 7(d) hereof are true and correct in all material respects on, and as of, the Second Amendment Effective Date to the extent set forth therein;

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

(f) prior to or substantially concurrently with the Second Amendment Effective Date (i) the Administrative Agent shall have received all fees and expenses due and payable on or prior to the Second Amendment Effective Date by the Loan Parties under the Loan Documents, including, for the account of each Initial 2023 Replacement Facility Lender, an upfront fee in an amount equal to (A) 0.10% of the amount of such Initial 2023 Replacement Facility Lender’s 2023 Replacement Facility Commitment that does not exceed such Initial 2023 Replacement Facility Lender’s Initial Commitment immediately prior to its termination on the Second Amendment Effective Date plus (B) 0.15% of the amount, if any, by which such Initial 2023 Replacement Facility Lender’s 2023 Replacement Facility Commitment exceeds such Initial 2023 Replacement Facility Lender’s Initial Commitment immediately prior to its termination on the Second Amendment Effective Date, (ii) the Administrative Agent shall have received such other fees as may have been separately agreed in writing by the Lead Borrower and the Administrative Agent (or its affiliates), (iii) the Administrative Agent shall have received all accrued and unpaid interest on the Initial Loans so refinanced as of the Second Amendment Effective Date and all accrued and unpaid undrawn commitment fees and letter of credit fees accrued through and including the Second Amendment Effective Date pursuant to Section 2.12(a) and (b) of the Credit Agreement and (iv) the Borrowers shall have reimbursed (or made arrangements therefor satisfactory to the Administrative Agent) the Administrative Agent for all reasonable and documented out-of-pocket expenses of the Administrative Agent, to the extent invoiced at least two Business Days prior to the Second Amendment Effective Date and required to be paid pursuant to Section 9.03 of the Credit Agreement; and

(g) the Administrative Agent shall have received a Borrowing Request from a Responsible Officer of the Lead Borrower requesting a Borrowing of 2023 Replacement Facility Loans as of the Second Amendment Effective Date, which 2023 Replacement Facility Loans shall be, at the Lead Borrower’s discretion, Term SOFR Loans or ABR Loans, and shall be in an amount sufficient to repay the Loans outstanding immediately prior to giving effect to this Amendment.

By its execution and delivery of this Amendment, the Administrative Agent and each Initial 2023 Replacement Facility Lender and each 2023 Replacement Facility Issuing Bank agree that each of the Conditions to Effectiveness have been satisfied or waived. The Administrative Agent shall, at the Lead Borrower’s request, confirm the occurrence of the Second Amendment Effective Date, and notwithstanding the foregoing, such confirmation and the effectiveness of this Amendment shall be conclusive and binding on each other party hereto.

Section 5. Post-Closing Obligations. Holdings, the Lead Borrower and the Loan Parties (as applicable) shall execute and deliver the applicable documents, or take the applicable actions, as the case may

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be, set forth on Schedule I hereto within the time periods set forth on Schedule I (or by such later time as the Administrative Agent may agree in its reasonable discretion), in each case subject in all respects to the Agreed Security Principles and solely to the extent necessary to satisfy the Collateral and Guarantee Requirement.

Section 6. Effects of Amendment.

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

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

Section 7. Representations and Warranties. In order to induce the Administrative Agent, the Initial 2023 Replacement Facility Lenders and the 2023 Replacement Facility Issuing Banks to enter into this Amendment, the Borrowers represent and warrant to the Administrative Agent, the Initial 2023 Replacement Facility Lenders and the 2023 Replacement Facility Issuing Banks that:

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

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

(c) The execution, delivery and performance of the obligations under this Amendment (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for Perfection Requirements and other filings or actions necessary to perfect Liens created under the Loan Documents, (ii) will not violate (x) the Organizational Documents of Holdings, the Borrowers or any other Loan Party or (y) any material Requirements of Law applicable to Holdings, the Borrowers or any other Loan Party, (iii) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrowers or any other Loan Party or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrowers or any other Loan Party, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (iv) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrowers or any other Loan Party, except Liens created under the Loan Documents, the First Lien Loan Documents, the Secured Notes Documents and other Liens permitted under Section 6.02 of the Credit Agreement, except (in the case of each of clauses (i), (ii)(y), (iii) and (iv) above) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right or creation

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or imposition as the case may be, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(d) The representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of the date hereof; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct in all respects (after giving effect to such qualifiers) on the date hereof or on such earlier date, as the case may be.

(e) No Event of Default has occurred and is continuing.

Section 8. Other Secured Obligations. The Lead Borrower hereby represents and warrants to the Administrative Agent, the Initial 2023 Replacement Facility Lenders and the 2023 Replacement Facility Issuing Banks that attached hereto as Schedule II is a complete and correct list of the “Other Secured Obligations” existing as of the Second Amendment Effective Date.

Section 9. Reaffirmation. By executing and delivering a copy hereof, (i) each Borrower and each other Loan Party hereby (A) agrees that all Secured Obligations are (or shall be) guaranteed pursuant to the Guarantee Agreement in accordance with the terms and provisions thereof and are (or shall be) secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Security Documents, (B) agrees that, after giving effect to this Amendment, the Guarantee Agreement and the Liens created pursuant to the Security Documents for the benefit of the Secured Parties (including, without limitation, the Initial 2023 Replacement Facility Lenders) continue to be in full force and effect and (C) affirms, acknowledges and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document to which it is a party, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect in respect of, and to secure, the Secured Obligations under the Credit Agreement and the other Loan Documents (including, without limitation, the Secured Obligations with respect to the 2023 Replacement Facility), in each case after giving effect to this Amendment. Furthermore, each Loan Party incorporated in the Netherlands hereby confirms that any Lien created by it under the Security Documents has always been intended to extend to the obligations of the Secured Parties under the Loan Documents as amended and restated from time to time, including as amended by this Amendment, and shall so extend thereto in accordance with the terms of the Loan Documents.

Section 10. Miscellaneous.

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

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

(c) Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page to this Amendment by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. For the avoidance of doubt, the

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authorization under this paragraph may include, without limitation, use or acceptance by the parties hereto of a manually signed paper communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication converted into another format, for transmission, delivery and/or retention and, for the further avoidance of doubt, the words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Amendment. Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Amendment through electronic means and there are no restrictions for doing so in that party’s constitutive documents. This Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

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

(e) Miscellaneous Provisions. The provisions of Sections 9.09, 9.10 and 9.18 of the Amended Credit Agreement are hereby incorporated by reference and apply mutatis mutandis hereto.

[Signature Pages Follow]

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

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

Execution Version

[Signature Page to Refinancing Amendment No. 2 to First Lien Credit Agreement]

Execution Version

[Signature Page to Refinancing Amendment No. 2 to First Lien Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

Execution Version

[Signature Page to Refinancing Amendment No. 2 to First Lien Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

[Signature Page to Refinancing Amendment No. 2 to ABL Credit Agreement]

Exhibit A

Amended Credit Agreement

See attached.

Execution Version

EXHIBIT A

ABL CREDIT AGREEMENT

dated as of

April 30, 2019,

as amended by Incremental Amendment No. 1 to ABL Credit Agreement, dated as of March 5, 2020,

and

as amended by Refinancing and Incremental Amendment No. 2 to ABL Credit Agreement, dated as of March 14, 2023,

among

CLARIOS INTERNATIONAL LP,

as Holdings,

CLARIOS GLOBAL LP,

as Lead Borrower,

CLARIOS US FINANCE COMPANY, INC.,

as US Co-Borrower,

the other BORROWERS party hereto,

the LENDERS and ISSUING BANKS party hereto,

and

CITIBANK, N.A.,

as Administrative Agent and Collateral Agent

CITIBANK, N.A., BMO CAPITAL MARKETS CORP.,

JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, CREDIT SUISSE LOAN FUNDING LLC, TD SECURITIES (USA) LLC, RBC CAPITAL MARKETS*, HSBC SECURITIES (USA) INC., DEUTSCHE BANK SECURITIES INC., THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A., CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, BNP PARIBAS SECURITIES CORP., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, ING CAPITAL LLC and NATIXIS, NEW YORK BRANCH

as Lead Arrangers and Joint Bookrunners

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

TABLE OF CONTENTS

SCHEDULES:

EXHIBITS:

ANNEXES:

ABL CREDIT AGREEMENT, dated as of April 30, 2019 (this “Agreement”), among CLARIOS INTERNATIONAL LP, a limited partnership organized under the laws of the Province of Ontario (“Holdings”), acting by its general partner BROOKFIELD PANTHERCLARIOS INTERNATIONAL GP LLC (the “Holdings General Partner”), CLARIOS GLOBAL LP, a limited partnership organized under the laws of the Province of Ontario (the “Lead Borrower”), acting by its general partner CLARIOS GLOBAL GP LLC (the “Lead Borrower General Partner”), CLARIOS US FINANCE COMPANY, INC., a corporation organized under the laws of the State of Delaware (the “US Co-Borrower”), CLARIOS, LLC, a Wisconsin limited liability company (“Clarios Battery”), CLARIOS RECYCLING GMBH, a limited liability company organized under the law of the Federal Republic of Germany (“CRG”) each of the other BORROWERS from time to time party hereto, the LENDERS and ISSUING BANKS from time to time party hereto and CITIBANK, N.A., as Swingline Lender, Administrative Agent and Collateral Agent.

RECITALS

WHEREAS, the Borrowers have requested that, from and after the consummation of the Acquisition (a) the Lenders provide Loans to the US Borrowers and the German Borrowers in an aggregate principal amount at any time outstanding not in excess of the Initial2023 Replacement Facility Commitments, (b) the Issuing Banks provide Letters of Credit to the US Borrowers and the German Borrowers in an aggregate amount at any time available to be drawn not in excess of the LC Sublimit and (c) the Swingline Lender provide Swingline Loans to the US Borrowers and the German Borrowers in an aggregate principal amount at any time outstanding not in excess of the Swingline Commitment; and

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

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

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

“2023 Replacement Facility Commitment” means, with respect to each 2023 Replacement Facility Lender, the commitment of such 2023 Replacement Facility Lender to acquire participations in Letters of Credit and Swingline Loans and to make 2023 Replacement Facility Loans hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such 2023 Replacement Facility Lender pursuant to an Assignment and Assumption or (ii) a Refinancing Amendment. The initial amount of each 2023 Replacement Facility Lender’s 2023 Replacement Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such 2023 Replacement Facility Lender shall have assumed its 2023 Replacement Facility Commitment, as the case may be. The initial aggregate amount of all 2023 Replacement Facility Lenders’ 2023 Replacement Facility Commitments as of the Second Amendment Effective Date is $800,000,000.

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

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“2023 Replacement Facility Loans” means a Loan made on account of a 2023 Replacement Facility Commitment. The Loans made pursuant to the Second Amendment are 2023 Replacement Facility Loans.

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

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

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

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

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

“ABR Term SOFR Determination Day” has the meaning set forth in clause (b) of the definition of “Term SOFR Rate”.

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

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

“Account Credit Support” shall mean, with respect to any Account, that such Account is either (a) backed by an LC Instrument reasonably acceptable to the Administrative Agent (as to form, substance and issuer or U.S. confirming bank), which LC Instrument is assigned to the Administrative Agent, for the benefit of the Secured Parties, or has been delivered to the Administrative Agent and, in either case, may be directly drawn on by the Administrative Agent or (b) subject to credit insurance provided by a reputable insurer reasonably acceptable to the Administrative Agent as to which the Administrative Agent, for the benefit of the Secured Parties, has been named as lender’s loss payee (or has a security interest in such insurance coverage or policies or such other analogous rights or interests as are customary in the applicable jurisdiction in which such insurance coverage or policies are issued and such security interest is reasonably acceptable to the Administrative Agent).

“Account Debtor” shall mean any Person who is obligated or may become obligated to another Person under, with respect to, or on account of, an Account.

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“Account Debtor Affiliated Group” has the meaning assigned to such term in the definition of “Ineligible Account”.

“Accounts” shall mean (a) “accounts,” as such term is defined in the UCC, in which any Person now or hereafter has rights and (b) “accounts” and any equivalent term as defined in the German Security Documents.

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

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

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

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

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

“Acquisition Date” has the meaning assigned to such term in the definition of “Pro Forma Borrowing Base Adjustment”.

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

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

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

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

“Adjusted Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day, a “SOFR Determination Day”) that is five (5) U.S. Government Securities Business Days prior to (A) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (B) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website; provided that if by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Adjusted Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided further that SOFR as determined pursuant to this proviso shall be utilized for purposes of calculation of Adjusted Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days and (b) 0.00% per annum. Any change in Adjusted 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 Lead Borrower.

“Adjusted Eurocurrency Rate” means, subject to Section 2.14(b), with respect to an Interest Period for any Eurocurrency Loan (or ABR Loan, as applicable), an interest rate per annum equal to (a) the Eurocurrency Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted Eurocurrency Rate (or applicable Successor RateBenchmark Replacement) shall be less than 0.00% per annum, such rate shall be deemed 0.00% per annum for purposes of this Agreement.

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

“Adjustment Date” means the first day of each January, April, July and October of each year.

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

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

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

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

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

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

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

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

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

“Aggregate Borrowing Base” shall mean, at any time, the sum of (a) the US Borrowing Base at such time plus (b) the German Borrowing Base at such time; provided that, other than for purposes of clause (c) of the definition of “Incremental Cap”, in no event shall the German Borrowing Base exceed the German Sublimit at any time. The Aggregate Borrowing Base, and any component thereof, shall, unless otherwise expressly set forth herein, be determined by reference to the Borrowing Base Certificate for the most recent Borrowing Base Date.

“Aggregate Commitments” means, at any time, the aggregate Commitments hereunder. The amount of the Aggregate Commitments as of the First Amendment Effective Date iswas $750,000,000. The amount of the Aggregate Commitments as of the Second Amendment Effective Date is $800,000,000.

“Aggregate Exposure” means, with respect to any Lender at any time, the sum of (a) the US Exposure of such Lender at such time plus (b) the German Exposure of such Lender at such time. When used in reference to the Lenders or all Lenders at any time, “Aggregate Exposure” means the Aggregate Exposure of all Lenders at such time.

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

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

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

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

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% per annum and (c) to the extent ascertainable by the Administrative Agent, the Adjusted EurocurrencyTerm SOFR Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in Dollars with a maturityan Interest Period of one month (after giving effect to any “floor” applicable thereto) plus 1% per annum. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted EurocurrencyTerm SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted EurocurrencyTerm SOFR Rate, respectively.

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

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

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

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

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

“Applicable Commitment Fee” means, for any day, the applicable rate per annum set forth below, determined as of each Adjustment Date based upon the Average Usage; provided that until September 30, 2019, the Applicable Commitment Fee shall be based on the rate per annum set forth in Category 1 immediately below:

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

“Applicable Percentage” means, at any time with respect to any Lender, the percentage of the total Aggregate Commitments represented by such ▇▇▇▇▇▇’s Commitment at such time (or, if the Commitments have terminated or expired, such ▇▇▇▇▇▇’s share of the Aggregate Exposure outstanding at that time).

“Applicable Rate” means, for any day, the applicable rate per annum set forth below under the caption “ABR Margin” or “EurocurrencyTerm Benchmark and Daily Simple SOFR Margin”, as the case may be, determined as of each Adjustment Date based upon the Average Availability; provided that until September 30, 2019 the Applicable Rate shall be based on the rates per annum set forth in Category 2 immediately below:

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

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

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

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

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

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

“Approved Loan Foreign Currencies” means Euros.

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

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

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

“Availability” means, as of any date, the amount by which the Line Cap exceeds the Aggregate Exposures on such date.

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“Availability Conditions” means, and will be satisfied with respect to any particular Borrowing as to which the satisfaction of the Availability Conditions is being determined if, as of the applicable date of such Borrowing (a) the Aggregate Exposure does not exceed the Line Cap as of such date, (b) with respect to any incurrence of US Exposure, the US Exposure does not exceed the US Borrowing Base as of such date and (c) with respect to any incurrence of German Exposure, the German Exposure does not exceed the German Sublimit as of such date, in each case, subject to the provisions hereof with respect to Permitted Overadvances and Permitted Overadvance Loans.

“Availability Period” means the period from and including the ClosingSecond Amendment Effective Date to but excluding the earlier of the Initial2023 Replacement Facility Maturity Date and the date of termination of the Initial2023 Replacement Facility Commitments.

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

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

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

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

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

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

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such re-designation or merger, amalgamation or consolidation and solely to the extent the original Investment was made in reliance on the Available Equity Amount), plus

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

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

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

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

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

(c) interest, returns, profits, dividends, distributions and similar amounts received from any Unrestricted Subsidiary or Joint Venture that is not a Subsidiary or on account of any other minority investment, in each case, designated as an Available Excluded Contribution Amount pursuant to a certificate of a Responsible Officer of the Lead Borrower on or promptly after the date the relevant capital contribution is made or the relevant proceeds are received, as the case may be, and which are excluded from the calculation of the Available Equity Amount, plus, without duplication of the amounts set forth in clause (a), (b) or (c) above, an amount equal to the Net Proceeds from a Disposition of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed with Available Excluded Contribution Amounts.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) 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 (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 1.18(d).

“Average Availability” means, as of any Adjustment Date, the quotient, expressed as a percentage, obtained by dividing (a) the average daily Availability during the calendar quarter immediately preceding such Adjustment Date by (b) the average daily Line Cap for such calendar quarter. In determining “Average Availability”, the Aggregate Borrowing Base as of any day shall be calculated by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent on or prior to such day pursuant to Section 5.01(h).

“Average Usage” means, as of any Adjustment Date, the quotient, expressed as a percentage, obtained by dividing (a) the average daily Aggregate Exposure (excluding in respect of any Swingline Loans outstanding during such calendar quarter) during the calendar quarter immediately preceding such

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Adjustment Date by (b) the average daily Aggregate Commitments (other than the Commitments of any Defaulting Lender) for such calendar quarter.

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

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

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

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

“Benchmark” means, initially, (i) with respect to Dollars, the Term SOFR Reference Rate and (ii) with respect to Euro, the Eurocurrency Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate, the Eurocurrency Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 1.18(a).

“Benchmark Replacement” means, (x) in case of Loans denominated in Dollars, with respect to any Benchmark Transition Event for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date and (y) with respect to Loans denominated in any Alternative Currency or any Approved Foreign Currencies clause (b) below:

(a) Adjusted Daily Simple SOFR;

(b) the sum of (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Lead Borrower as the replacement for the then-current Benchmark for the applicable tenor giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for syndicated credit facilities denominated in the applicable currency at such time and (ii) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the “floor” applicable to the Benchmark subject to replacement, such Benchmark Replacement will be deemed to be such “floor” for the purposes of this Agreement and the other Loan Documents.

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“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an 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 Lead Borrower for the applicable tenor giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities of the applicable currency at such time.

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

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

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

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

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 1.18 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 1.18.

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

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

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

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

“Bona Fide Debt Fund” means any bona fide debt fund, investment vehicle, regulated bank entity or unregulated lending entity that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business for financial investment purposes and which is managed, sponsored or advised by any Person controlling, controlled by or under common control with (a) any competitor of the Borrowers and/or any of its subsidiaries or (b) any Affiliate of such competitor, but, in each case, with respect to which no personnel involved with any investment in such Person or the management, control or operation of such Person (i) directly or indirectly makes, has the right to make or participates with others in making any investment decisions, or otherwise causing the direction of the investment policies, with respect to such debt fund, investment vehicle, regulated bank entity or unregulated lending entity or (ii) has access to any information (other than information that is publicly available) relating to Holdings, the Borrowers or its subsidiaries or any entity that forms a part of any of their respective businesses; it being understood and agreed that the term “Bona Fide Debt Fund” shall not include any Person that is separately identified to the Lead Arrangers or the Administrative Agent in accordance with the definition of “Disqualified Lender” or any reasonably identifiable Affiliate of any such Person on the basis of such Affiliate’s name.

“Borrower” means each US Borrower and each German Borrower and “Borrowers” means two or more of them.

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

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

“Borrowing Base” means the Aggregate Borrowing Base, the US Borrowing Base, the German Borrowing Base or the Mexican Borrowing Base, as the context may require or permit.

“Borrowing Base Certificate” means a Borrowing Base Certificate, substantially in the form of Exhibit B.

“Borrowing Base Date” shall mean each date on which a Borrowing Base Certificate is delivered to the Administrative Agent pursuant to Section 4.01(q), Section 5.01(h), Section 5.14 (or, if later, the date on which the designation of the applicable Unrestricted Subsidiary becomes effective), Section 6.05(k) (or, if later, the date on which the applicable Disposition is consummated) or Section 6.05(ii) (or, if later, the date on which the applicable Disposition is consummated), as applicable.

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

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with any payment, determination, funding or notice to be made or given in connection with any Loans or Letters if such day relates to any interest rate settings as to, or any fundings, disbursements, settlements and payments in respect of, or any other dealings to be carried out pursuant to this Agreement in respect of (a) any Term SOFR Loan or Letter of Credit denominated in Dollars, such day shall also be a U.S. Government Securities Business Day, (b) any Eurocurrency Loan, such day shall also be a TARGET

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Day or (c) any Loan or Letter of Credit denominated in an Approved Foreign Currency (other than Euros) or Alternative Currency, the term “Business Day”such day shall mean anyalso be a day (ai) on which dealings in deposits in such Approved Foreign Currency or Alternative Currency are carried out in the Londonapplicable interbank market, and (bii) on which commercial banks and foreign exchange markets are open for business in London, New York City, and the principal financial center for such Approved Foreign Currency or Alternative Currency and (c) with respect to any such payment determination or funding to be made in connection with any Loan denominated in Euros, on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) System payment system launched on November 19, 2007 or any successor settlement system is open..

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

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

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

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

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

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

“Canadian Pension Plan” means each plan, program or arrangement whether existing on the Closing Date or assumed or adopted thereafter, that is a pension plan that is required to be registered under Canadian Pension Legislation and that is maintained or contributed to, or to which there is or may be an obligation to contribute to, by any Borrower or any of the Restricted Subsidiaries, or any of their respective Affiliates, in respect of any Person’s employment with any Borrower or any of the Restricted Subsidiaries, or any of their respective Affiliates, including, without limitation, any Canadian Defined Benefit Pension

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Plan, but excluding (i) the Canada Pension Plan as maintained by the Government of Canada; (ii) any similar plan maintained, from time to time, by any government or agency or instrumentality thereof of Canada or any province thereof; (iii) plans administered pursuant to applicable health tax, workplace safety, insurance and employment insurance legislation; or (iv) any group retirement savings plan that is not subject to any provincial or federal pension benefits standards legislation or the registered pension plan provisions of the ITA.

“Canadian Reserves” means Reserves established in the Permitted Discretion of the Administrative

Agent solely with respect to assets of Holdings and the Lead Borrower included in the US Borrowing Base for amounts secured by any Liens, ▇▇▇▇▇▇ or inchoate arising under applicable law, which rank or are capable of ranking in priority to the Collateral Agent’s Liens, including, without limitation, any such amounts due and not paid for vacation pay, severance pay, wages (including any amounts protected by the Wage Earner Protection Program Act (Canada)), amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the ITA, amounts currently or past due and not paid for realty, municipal or similar Taxes, including without limitation amounts for goods and services taxes, sales taxes, value added tax, harmonized sales taxes, excise tax, tax payable pursuant to Part IX of the Excise Tax Act (Canada) or similar applicable provincial legislation, government royalties, the amount of any unfunded pension liability under any Canadian Defined Benefit Pension Plan and all amounts currently or past due and not contributed, remitted or paid under the Canada Pension Plan, a Canadian Pension Plan, or Canadian Pension Legislation (including any amounts representing any unfunded liability, solvency deficiency or wind up deficiency with respect to any Canadian Pension Plan) or any similar statutory or other claims that would have or would reasonably be expected to have priority over any Liens granted to the Collateral Agent in the future. In no event shall Canadian Reserves exceed the amount which the assets of Holdings and the Lead Borrower contribute to the US Borrowing Base.

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

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

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

“Cash Collateralize” means to pledge and deposit with or deliver to the Collateral Agent (i) with respect to Letters of Credit, for the benefit of one or more of the Issuing Banks or Lenders, as collateral for LC Exposure or obligations of the Lenders to fund participations in respect of LC Exposure, cash, deposit account balances or Cash Equivalents under the sole dominion and control of the Collateral Agent or, if the Collateral Agent and each applicable Issuing Bank shall agree in their sole discretion, other credit support including backstop LC Instruments, in each case pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent and each applicable Issuing Bank in an amount not less than 101% of the face amount of the relevant Letters of Credit (or, in the case of Letters of Credit denominated in any Approved Foreign Currency or Alternative Currency, to the extent that any Borrower has elected to

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provide Cash Collateral in Dollars, 105% of the Dollar Equivalent of the face amount of the relevant Letters of Credit), (ii) with respect to US Swingline Loans, for the benefit of the Swingline Lender or other applicable Lenders, as collateral for US Swingline Loans and/or US Swingline Exposures, cash, deposit account balances or Cash Equivalents under the sole dominion and control of the Collateral Agent or, if the Collateral Agent and the Swingline Lender shall agree in their sole discretion, other credit support including backstop LC Instruments, in each case pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent in an amount not less than 100% of the outstanding principal amount of the relevant US Swingline Loan or US Swingline Exposure and/or (iii) with respect to German Swingline Loans, for the benefit of the Swingline Lender or other applicable Lenders, as collateral for German Swingline Loans and/or German Swingline Exposures, cash, deposit account balances or Cash Equivalents under the sole dominion and control of the Collateral Agent or, if the Collateral Agent and the Swingline Lender shall agree in their sole discretion, other credit support including backstop LC Instruments, in each case pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent in an amount not less than 103% of the outstanding principal amount of the relevant German Swingline Loan or German Swingline Exposure. “Cash Collateral” and “Cash Collateralization” shall have meanings correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Dominion Notice” means a written notice delivered by the Administrative Agent at any time during a Cash Dominion Period to any bank or other depository at which any DDA is maintained directing such bank or other depository to remit all funds in such DDA to the applicable Dominion Account on a daily basis.

“Cash Dominion Period” means any period commencing on (a) the date on which Specified Availability has been less than the greater of (i) 10.0% of the Line Cap and (ii) $50,000,00055,000,000 for five consecutive Business Days or (b) the date on which a Specified ABL Event of Default has occurred and is continuing until such date on which (x) Specified Availability has exceeded or been equal to the greater of (a) 10.0% of the Line Cap and (b) $50,000,00055,000,000 for 20 consecutive calendar days and (y) no Specified ABL Event of Default has occurred and is continuing during such 20 day period.

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

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

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States, the United Kingdom, Canada, a member state of the European Union or any state or political subdivision of the foregoing having average maturities of not more than 18 months from the date of acquisition thereof; provided that either (A) the full faith and credit of the United States, the United Kingdom, Canada, a member state of the European Union or a political subdivision of the foregoing is pledged in support thereof or (B) such obligations are, at the time of acquisition thereof, rated “A-2” (or the equivalent thereof) or better by S&P or “P-2” (or the equivalent thereof) or better by ▇▇▇▇▇’▇ (or, if at any time neither ▇▇▇▇▇’▇ nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Lead Borrower);

(c) deposits with, money market deposits with, time deposits with, or certificates of deposit or bankers’ acceptances or similar instruments of, any commercial bank that (i) is a Lender or a lender under the First Lien Facilities, (ii) is organized under, or authorized to operate as a bank under, the laws of the

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United States or any state thereof or the District of Columbia or any political subdivision of the foregoing or (iii) has combined capital and surplus of at least $162,500,000 (or the Dollar Equivalent as of the date of determination) (any such bank meeting the requirements of clause (i), (ii) or (iii) above being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

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

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

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

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

(h) investments with average maturities of 12 months or less from the date of acquisition in mutual funds rated AAA (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by ▇▇▇▇▇’▇ (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another nationally recognized statistical rating agency);

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

(j) any cash equivalents as determined in accordance with GAAP and other investments, classified in accordance with GAAP as current assets, in money market investment programs that are registered under the Investment Company Act of 1940 or that are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that

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substantially all of such investments are of the character, quality and maturity described in clauses (a) through (i) of this definition;

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

(l) demand deposit accounts holding cash;

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

(n) [reserved];

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

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

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

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

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

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

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

Member of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

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

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

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

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

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

“Change in Control” means:

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

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

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right (pursuant to contract, proxy, ownership of Equity Interests or otherwise) to designate or appoint (and do so designate or appoint) the Board of Directors of Holdings or a majority of the Board of Directors of the IPO Entity; or

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

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

“Change in Law” means (a) the adoption of any rule, regulation, treaty or other law after the Closing Date, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation or application thereof by any Governmental Authority after the Closing Date or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date; provided that, notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 and any requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) any requests, rules, guidelines or directives promulgated by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted, promulgated or issued, but only to the extent the relevant increased costs or loss of yield would have been included if they had been imposed under applicable increased cost provisions, including, without limitation, for purposes of Section 2.15.

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

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

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

“Class” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are German Loans, US Loans, Initial Loans, 2023 Replacement Facility Loans, Other Loans or Loans under an Additional/Replacement Commitment, (b) any Commitment, refers to whether such Commitment is an Initial Commitment, 2023 Replacement Facility Commitment, Other

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Commitment or Additional/Replacement Commitment (it being understood that the Initial Commitments as of the Closing Date shall be of a single Class) and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Additional/Replacement Commitments and Other Commitments (and, in each case, the Loans made pursuant thereto) that have different terms and conditions shall be construed to be in different Classes. Any First Amendment Incremental Commitment, any Loan made on account thereof and any First Amendment Incremental Lender shall be deemed to be of the same Class as the Initial Commitments, the Initial Loans and the Initial Lenders, respectively. Any 2023 Replacement Facility Commitment, any Loan made on account thereof and any 2023 Replacement Facility Lender shall be deemed to be of a new Class hereunder.

“Closing Date” means April 30, 2019.

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

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

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

“Collateral Agent” means Citibank, N.A. and/or its affiliates, as designated by Citibank, N.A. in its sole discretion, in its capacity as collateral agent under the Loan Documents, and its permitted successors and assigns in such capacity as provided in Article VIII.

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

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

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

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

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

(e) the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each Material Real Property (other than any Material Real Property that constitutes an Excluded Asset) duly executed and delivered by the record owner of such Material Real Property, (ii) a policy or policies of title insurance (or marked unconditional commitment to issue such policy or policies) in the amount equal to not less than 100% (or such lesser amount as reasonably agreed to by the Administrative Agent) of the Fair Market Value of such Mortgaged Property and fixtures, issued by a nationally recognized title insurance company reasonably acceptable to the Administrative Agent insuring the Lien of each such Mortgage as a first priority Lien (subject to any Permitted Encumbrances) on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02, together with such endorsements (other than a creditor’s rights endorsement), coinsurance and reinsurance as the Administrative Agent may reasonably request to the extent available in the applicable jurisdiction at commercially reasonable rates, (iii) such affidavits and instruments of indemnification (including a so-called “gap” indemnification) as are customarily requested by the title company to induce the title company to issue the title policies and endorsements contemplated above, (iv) evidence reasonably acceptable to the Administrative Agent of payment of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (v) a survey of each Mortgaged Property in such form as shall be required by the title company to issue the so-called comprehensive and other survey-related endorsements and to remove the standard survey exceptions from the title policies and endorsements contemplated above (provided, however, that a survey shall not be required to the extent that the issuer of the applicable title insurance policy provides reasonable and customary survey-related coverages (including, without limitation, survey-related endorsements) in the applicable title insurance policy based on an existing survey and/or such other documentation as may be reasonably satisfactory to the title insurer), (vi) such customary legal opinions as the Administrative Agent may reasonably request with respect to any such Mortgage and (vii) (A) a completed Flood Certificate with

22

respect to each Mortgaged Property, which Flood Certificate shall (1) be addressed to the Administrative Agent, (2) be completed by a company which has guaranteed the accuracy of the information contained therein and (3) otherwise comply with the Flood Program; and (B) evidence that the property is not located in a Flood Zone. If any Flood Certificate states that a Mortgaged Property is located in a Flood Zone, such property shall become an Excluded Asset.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) the foregoing provisions of this definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary (i) if such assets constitute Excluded Assets, (ii) if, and for so long as and to the extent that the Lead Borrower in good faith determines that the cost, burden or consequence of creating or perfecting such pledges or security interests in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any non-de minimis adverse Tax consequences (including the imposition of non-de minimis withholding or other Taxes but other than, in the absence of a Specified Tax Event, any adverse Tax consequences under Section 956 of the Code) and any non-de minimis adverse regulatory consequences, in each case to Holdings or its Subsidiaries or any Parent Entities, Affiliates or direct or indirect equity owners thereof), outweighs the benefits to be obtained by the Lenders therefrom as determined by the Lead Borrower in good faith (it being understood that, in any event, the Administrative Agent shall have the right to waive or modify any requirements relating to title insurance, legal opinions or other deliverables with respect to any assets if, in its reasonable determination, the cost, burden or consequence of obtaining such deliverables is excessive in relation to their benefit to the Lenders) and/or (iii) if the grant or perfection of a security interest in such asset would (A) be prohibited by enforceable anti-assignment provisions of any applicable Requirement of Law, (B) violate the terms of any contract (to the extent binding on such property at the time of the acquisition thereof and not incurred in contemplation of such acquisition) (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Requirement of Law) or (C) trigger termination of any contract pursuant to any “change of control” or similar provision (to the extent binding on such property at the time of the acquisition thereof and not incurred in contemplation of such acquisition); it being understood that the Collateral shall include any proceeds and/or receivables (other than to the extent constituting Excluded Assets) arising out of any contract described in this clause (iii) to the extent the assignment of such proceeds or receivables is expressly deemed effective under the UCC or other applicable Requirement of Law notwithstanding the relevant prohibition, violation or termination right, (b) Liens required to be granted from time to time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to the exceptions and limitations set forth herein and in the Security Documents, (c) in no event shall (i) third-party control agreements or other third-party control or similar arrangements be required with respect to deposit accounts, other than with respect to DDAs and Dominion Accounts to the extent expressly required by this Agreement, (ii) third-party control agreements or other third-party control or similar arrangements be required with respect to securities accounts, commodities accounts or other assets specifically requiring perfection by third party control agreements or (iii) entry into any source code escrow arrangements or the registration of any Intellectual Property be required, (d) no perfection actions shall be required, nor shall the Administrative Agent or Collateral Agent be authorized to take any perfection or other actions, other than (i) with respect to Domestic Loan Parties, (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s) and any filing in applicable real estate records in the United States with respect to any Mortgaged Property or fixtures relating thereto, (B) filings in the United States Copyright Office or the United States Patent and Trademark Office with respect to Intellectual Property and (C) subject to the Intercreditor Agreements, delivery to the Administrative Agent to be held in its possession of all Collateral consisting of certificated Equity Interests and other instruments, in each case to the extent not constituting Excluded Assets and to the extent required to be delivered pursuant to the applicable Security Documents, (ii) with respect to Foreign Loan Parties, the actions required by the applicable Security Documents to the extent

23

consistent with the Agreed Security Principles and (iii) as required by Section 5.17(e) (i) no actions in any jurisdiction other than an Applicable Security Jurisdiction, or required by the laws of any jurisdiction other than an Applicable Security Jurisdiction, shall be required to be taken, nor shall the Administrative Agent or the Collateral Agent be authorized to take any such action, to create any security interests in assets located or titled outside of an Applicable Security Jurisdiction (including any Equity Interests of Subsidiaries organized under the laws of a jurisdiction other than an Applicable Security Jurisdiction and any Excluded Foreign Intellectual Property) or to perfect or make enforceable any security interests in any such assets (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than an Applicable Security Jurisdiction, unless the Borrowers otherwise elect for purposes of satisfying any criteria set forth in the Eligibility Definitions, and all guarantee agreements shall be governed under the laws of the State of New York) and (ii) the Security Documents with respect to any Foreign Loan Party or governed by the law of any Applicable Security Jurisdiction other than the United States, a state thereof or the District of Columbia shall be consistent with the Agreed Security Principles, (f) no Loan Party shall be required to seek any landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement (it being understood that a Rent Reserve may be imposed to the extent any such landlord lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement is not obtained with respect to any location where Eligible Inventory is maintained) and (g) in respect of any Subsidiary which is formed or acquired after the Closing Date, the provisions of this definition shall only apply on the date set forth in Section 5.11.

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

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

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

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

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

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

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

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

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

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

“Conforming Changes” means, with respect to either the use or administration of the Adjusted Term SOFR Rate, Term SOFR Daily Simple SOFR, Adjusted Daily Simple SOFR, or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.16 and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation with the Lead Borrower) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides (in consultation with the Lead Borrower) is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents), so long as reasonably consistent (unless the Lead Borrower otherwise agrees) with the treatment of similar syndicated credit facilities denominated in the applicable currency in respect of which the Administrative Agent acts as administrative agent).

“Consolidated Cash Interest Charges” means, for any period, the total interest expense of Holdings and the Group Members for such period determined on a consolidated basis net of any interest income, which shall be determined on a cash basis only and solely in respect of Indebtedness of the type described in the definition of Consolidated Total Debt plus net cash payments made (less net cash payments received) under interest rate Swap Agreements in respect of Indebtedness, in all cases excluding, for the avoidance of doubt, (i) any non-cash interest expense and any capitalized interest, whether paid or accrued, (ii) the amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (iii) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses (including agency costs, amendment, consent or other front end, one-off or similar non-recurring fees), (iv) any expenses resulting from discounting of indebtedness in connection with the application of recapitalization accounting or purchase accounting, (v) penalties or interest related to taxes and any other amounts of non-cash interest resulting from the effects of acquisition method accounting or pushdown accounting, (vi) the accretion or accrual of, or accrued interest on, discounted liabilities (other than Indebtedness) during such period, (vii) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives and Hedging, (viii) any one-time cash costs associated with breakage in respect of Swap Agreements for interest rates, (ix) any payments with respect to make whole premiums, commissions or other breakage costs of any Indebtedness, (x) all non-recurring interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations, all as calculated on a consolidated basis in accordance with GAAP, (xi) expensing of bridge, arrangement,

25

structuring, commitment, fronting or other financing fees, fees and expenses in respect of Swap Agreements and commissions, discounts, yield and other fees and expenses related to any Permitted Receivables Financing, (xii) fees and expenses (including any penalties and interest relating to Taxes but excluding any bona fide interest expense) associated with the consummation of the Transactions, (xiii) agency or trustee fees paid to the administrative agents and collateral agents or trustees under any credit facilities or other debt instruments or documents and (xiv) fees (including any ticking fees) and expenses (including any penalties and interest relating to Taxes) associated with any Investment not prohibited by Section 6.04 or the issuance of Equity Interests or Indebtedness (in each case excluding any bona fide interest expense). For purposes of this definition, interest in respect of any Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP (or, if not implicit, as otherwise determined in accordance with GAAP).

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

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

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

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

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

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

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

26

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

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

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

(ix) [reserved],

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

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

(xii) [reserved],

(xiii) add-backs and adjustments (A) contemplated by the Acquisition Agreement, (B) identified or set forth in the Quality of Earnings provided to the Lead Arrangers or the Sponsor Model delivered to the Lead Arrangers, (C) related to the Transactions and identified to the Lead Arrangers (including in any management presentation or any confidential information memorandum) prior to the Closing Date (including in respect of any action taken on or prior to the Closing Date) and (D) identified or set forth in any quality of earnings analysis prepared by independent registered public accountants of recognized national standing or any other accounting or valuation firm reasonably acceptable to the Administrative Agent and delivered to the Administrative Agent in connection with any Permitted Acquisition or other Investment not prohibited hereunder; provided that no amounts may be added back pursuant to clause (C) of this clause (xiii) except to the extent permitted to be added back pursuant to clause (a)(xi) of the definition of “EBITDA” in the indenture with respect to the Secured Notes,

(xiv) the amount of management, monitoring, consulting, transaction, advisory, termination and similar fees and related indemnities, costs and expenses (including reimbursements) paid or accrued, and payments made to the Sponsor or Co-Investor (and/or their respective Affiliates or management companies) for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities and other

27

transaction fees, and payments to directors of any Borrower or any Parent Entity actually paid or accrued; provided that such payment is permitted under this Agreement,

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

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

plus

(b) at the option of the Lead Borrower, without duplication, the sum of the following amounts for such period: (1) pro forma adjustments, including the amount of “run rate” cost savings, operating expense reductions, operational improvements and synergies (“Expected Cost Savings”) with respect to any corporate or business restructuring initiatives, any of the Transactions, any Specified Transaction, any acquisition or combination, the commencement of activities constituting a business line, the termination or discontinuance of activities constituting a business line or related to any other initiative (including the effect of increased pricing in customer contracts, the renegotiation of contracts or other arrangements or efficiencies from the shifting of production of one or more products from one manufacturing facility to another) (which Expected Cost Savings shall be added to Consolidated EBITDA until fully realized and calculated on a Pro Forma Basis as though such Expected Cost Savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions (it being understood that “run rate” shall mean the full reasonably expected recurring benefit that is associated with the relevant action); provided that (A) such Expected Cost Savings are factually supportable (or certified by a Responsible Officer of Holdings or the Lead Borrower in good faith) and reasonably identifiable and projected by Holdings or the Lead Borrower in good faith to be realized as a result of actions that have been taken or initiated or with respect to which steps have been taken or initiated or are expected to be taken or initiated within 24 months (in the good faith determination of Holdings or the Lead Borrower) and (B) no Expected Cost Savings shall be added pursuant to this clause (b) to the extent duplicative of any Charges relating to such Expected Cost Savings that are included in clause (a) above or are excluded from Consolidated Net Income pursuant to clause (a) of the definition thereof; provided that the aggregate amount of add-backs and adjustments to Consolidated EBITDA pursuant to this clause (b)(1) (together with any amounts included on a Pro Forma Basis with reference to this clause (b)(1)) for any period shall not exceed 25% of Consolidated EBITDA for such period (determined after giving effect to such add-backs and adjustments) and (2) other add-backs and adjustments calculated in accordance with Regulation S-X,

less

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

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

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

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

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

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

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

(III) Consolidated EBITDA shall be increased (with respect to losses) or decreased (with respect to gains) by, without duplication, any net realized gains and losses relating to (i) amounts denominated in foreign currencies resulting from the application of

29

FASB ASC 830 (including net realized gains and losses from exchange rate fluctuations on intercompany balances and balance sheet items, net of realized gains or losses from related Swap Agreements (entered into in the ordinary course of business)) or (ii) any other amounts denominated in or otherwise trued-up to provide similar accounting as if it were denominated in foreign currencies.

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

“Consolidated First Lien Net Debt” means the aggregate amount of Consolidated Total Net Debt

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

“Consolidated Fixed Charge Coverage Ratio” means, on any date, the ratio of (a) (i) Consolidated EBITDA for the Test Period most recently ended on or prior to such date, minus (ii) Unfinanced Capital Expenditures for such Test Period, minus (iii) the amount of cash payments made during such period (net of cash refunds received during such period) by the Borrowers and the other Group Members in respect of federal, foreign and state income taxes, to (b) Consolidated Fixed Charges for such Test Period.

“Consolidated Fixed Charges” means, for any Test Period, for Holdings and the Group Members for such period determined on a consolidated basis in accordance with GAAP, the sum, without duplication, of (a) Consolidated Cash Interest Charges for such Test Period plus (b) the aggregate amount of scheduled amortization payments of principal made in cash during such period in respect of long-term third party Consolidated Total Debt for borrowed money (excluding any payment at maturity and any reimbursements in respect of trade letters of credit) plus (c) solely for the purpose of determining compliance with the Payment Conditions for the purpose of making a Restricted Payment, Restricted Payments paid in cash during such Test Period pursuant to Section 6.08(a)(xiv). Notwithstanding the foregoing, for purposes of calculating Consolidated Fixed Charges for any period that includes a fiscal quarter (or portion thereof) prior to the Closing Date, Consolidated Fixed Charges shall be calculated from the period from the Closing Date to the date of determination divided by the number of days in such period and multiplied by 365.

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

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

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

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

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

(e) any fees (including in the form of discount), costs, accruals, commissions and expenses (including any transaction, relocation or retention bonus or similar payment, rationalization, legal, tax, rating agency, syndication, accounting, structuring and other costs and expenses, travel and out-of-pocket costs, litigation and arbitration costs) incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, merger, consolidation, amalgamation, asset disposition, issuance, exchange or repayment of debt or equity (including any IPO), becoming a standalone or public company, dividend, Restricted Payment, option buyout, recapitalization, refinancing transaction,

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

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

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

(h) all Non-Cash Compensation Expenses,

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

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

(k) any gain (or loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business) or income (or loss) from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of),

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

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

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

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

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

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

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

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

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

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

“Consolidated Total Debt” means, as of any date of determination, the outstanding principal amount of all third-party Indebtedness for borrowed money (including purchase money Indebtedness),

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

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

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

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

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

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

“Convertible Indebtedness” means Indebtedness of a Person (which may be guaranteed by the Guarantors) permitted to be incurred hereunder that is convertible into Qualified Equity Interests (and cash

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in lieu of fractional shares) or cash (in an amount determined by reference to the publicly traded price of such Qualified Equity Interests).

“Cost” shall mean, with respect to Inventory owned by any Person, the lower of (a) cost (as reflected in the general ledger of such Person) and (b) market value, in each case, determined in accordance with GAAP calculated on a first-in, first-out basis and in accordance with the Borrowers’ normal accounting practices; provided that Cost shall reflect the Lead Adjustment.

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

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

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

“Credit Facilities” means, collectively, the credit facilities established under this Agreement.

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

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

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

“Currency Reserves” shall mean, with respect to any Accounts payable in a currency other than in

Dollars, Approved Foreign Currencies or Alternative Currencies, an amount required by the Administrative Agent in its Permitted Discretion.

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

“DDA” means any checking, demand deposit or other account maintained by the Loan Parties and used to receive proceeds of Accounts from Account Debtors.

“Debtor Relief Laws” means the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and the Winding-Up and Restructuring Act (Canada), and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States, Canada or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally (including but not limited to, as applicable, the German Insolvency Code (Insolvenzordung) and the laws of Mexico).

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

“Defaulting Lender” means, subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans or participations in Letters of Credit or Swingline Loans within two Business Days of the date on which such Loans or participations were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Lead Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied or (ii) pay over to the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder within two Business Day of the date when due, (b) has notified the Lead Borrower, the Administrative Agent, the Swingline Lender or any Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such ▇▇▇▇▇▇’s obligation to fund a Loan hereunder and states that such position is based on such ▇▇▇▇▇▇’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Lead Borrower, to confirm in writing to the Administrative Agent and the Lead Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Lead Borrower) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action (or other similar proceeding); provided that a Lender shall not be a Defaulting Lender solely by virtue of (x) the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority or (y) without limiting the foregoing clauses (a)-(d), with respect to a Lender (or any direct or indirect parent company thereof) organized under the laws of the Netherlands, the commencement of an undisclosed administration proceeding under the Dutch Financial Supervision Act of

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2007, in each case so long as such ownership interest or undisclosed proceeding does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Lead Borrower, each Issuing Bank, the Swingline Lender and each other Lender promptly following such determination.

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

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

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

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

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

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

“Disposed EBITDA” means, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined as if references to Holdings and the Group Members in the definition of “Consolidated EBITDA” (and in the component financial definitions used therein) were references to such Sold Entity or Business and its subsidiaries or to such Converted Unrestricted Subsidiary and its subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business or Converted Unrestricted Subsidiary.

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

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

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

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

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

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

“Disqualified Lenders” means:

(a) those Persons identified in writing by the Lead Borrower (or its predecessor in interest) or the Sponsor to the Lead ArrangersAdministrative Agent in writing on or prior to December 11, 2018 (or, if after such date but prior to the launch of general syndication of the Credit Facilities, that are acceptable to the Lead Arrangers)the Second Amendment Effective Date;

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

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

(d) any Excluded Affiliate;

it being understood and agreed that the identification of any Person as a Disqualified ▇▇▇▇▇▇ after the Closing Date shall not apply to retroactively disqualify any Person that has previously acquired an assignment or participation interest in the Loans if such Person was not a Disqualified Lender at the time of such assignment or participation.

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

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

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

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

“Dominion Accounts” means the US Dominion Account and the German Dominion Account.

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

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

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

“Eligibility Definitions” shall mean the definitions of “Eligible German Accounts”, “Eligible German Inventory”, “Eligible Mexican Inventory”, “Eligible US Accounts”, “Eligible US Inventory” and “Eligible US Unbilled Accounts”.

“Eligible Accounts” shall mean Eligible US Accounts, Eligible US Unbilled Accounts and Eligible German Accounts.

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

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thereof or (iv) Holdings, the Borrowers or any of their Affiliates (other than, in the case of this clause (iv), in accordance with Section 9.04(h)).

“Eligible German Accounts” shall mean, at any time, Accounts due to any German Loan Party arising from the sale of goods by a German Loan Party or the provision of services by a German Loan Party, in each case, in the ordinary course of business (calculated net of unapplied cash); provided, however, that Eligible German Accounts shall in no event include any Account that:

“Eligible German Inventory” shall mean all Inventory (including lead, cores, work-in-process (other than smelter work-in-process), lead and non-lead manufacturing components, dry unfinished batteries and finished goods) of any German Loan Party reflected in the most recent Borrowing Base Certificate delivered by the Lead Borrower to the Administrative Agent; provided, however, that Eligible German Inventory shall in no event include Inventory that is Ineligible Inventory.

“Eligible Inventory” shall mean Eligible US Inventory, Eligible German Inventory and Eligible Mexican Inventory.

“Eligible Mexican Inventory” shall mean all Inventory (including lead, cores, work-in-process (other than smelter work-in-process), lead and non-lead manufacturing components, dry unfinished batteries and finished goods) of any Mexican Loan Party reflected in the most recent Borrowing Base Certificate delivered by the Lead Borrower to the Administrative Agent; provided, however, that Eligible Mexican Inventory shall in no event include Inventory that is Ineligible Inventory.

“Eligible US Accounts” shall mean, at any time, Accounts due to any US Loan Party arising from the sale of goods by a US Loan Party or the provision of services by a US Loan Party, in each case, in the ordinary course of business (calculated net of unapplied cash); provided, however, that Eligible US Accounts shall in no event include any Account that:

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“Eligible US Inventory” shall mean all Inventory (including lead, cores, work-in-process (other than smelter work-in-process), lead and non-lead manufacturing components, dry unfinished batteries and finished goods) of any US Loan Party reflected in the most recent Borrowing Base Certificate delivered by the Lead Borrower to the Administrative Agent; provided, however, that Eligible US Inventory shall in no event include Inventory that is Ineligible Inventory.

“Eligible US Unbilled Accounts” shall mean, at any time, any Unbilled Account due to any US Loan Party; provided that Eligible US Unbilled Accounts shall in no event include any Account:

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

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

“Equity Contribution” means the direct or indirect cash equity contributions (with all such contributions to be in the form of (a) common equity, (b) preferred equity not constituting Disqualified

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Equity Interests or (c) other preferred equity or other instruments having terms reasonably acceptable to the Lead Arrangers) made by the Investors arranged by or designated by the Sponsor directly or indirectly to Holdings or any Parent Entity (and further contributed to Holdings) (the “Equity Capitalization”), in an aggregate amount, when taken together with all Equity Interests (including restricted stock or options) retained, rolled over or directly or indirectly invested in Holdings or any Parent Entity (of the type of Equity Interests described in the preceding clauses (a) through (c)) issued to, or otherwise directly or indirectly held or acquired by, any existing shareholders, board members and/or management of the Purchased Companies, equal to at least 22.5% (the “Minimum Equity Percentage”) of the sum (the “Total Capitalization”) of (i) the aggregate principal amount of the Credit Facilities, the Notes and the First Lien Facilities funded on the Closing Date (but excluding (1) the gross proceeds of any debt incurred on the Closing Date to fund original issue discount or upfront fees resulting from market “flex” or “securities demand” actions, (2) the gross proceeds of any First Lien RC Facility Loans or Loans borrowed on the Closing Date for working capital purposes or to fund working capital adjustments or purchase price adjustments under the Acquisition Agreement or for Transaction Costs, (3) the gross proceeds of any First Lien RC Facility Loans or Loans borrowed on the Closing Date to replace, backstop or cash collateralize existing LC Instruments and (4) any LC Instrument outstanding on the Closing Date) plus (ii) the Equity Capitalization, minus (iii) the aggregate amount of cash on hand at the Purchased Companies and the Purchased Consolidated Ventures on the Closing Date (excluding, for the avoidance of doubt, any retained proceeds of any of the Credit Facilities, Notes or the First Lien Facilities funded on the Closing Date); provided that the Sponsor, immediately after giving effect to the Transactions on the Closing Date, shall directly or indirectly, by contract or otherwise, Control at least a majority of the outstanding voting Equity Interests of Holdings on the Closing Date.

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

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

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

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

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is treated as such a withdrawal under Section 4062(e) of ERISA; (h) a complete or partial withdrawal (within the meanings of Section 4203 and Section 4205 of ERISA, respectively) by a Loan Party or any ERISA Affiliate from a Multiemployer Plan; (i) the occurrence of a Foreign Benefit Plan Event or (j) the receipt by a Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from a Loan Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is reasonably expected to be, “insolvent,” within the meaning of Section 4245 of ERISA, or in “endangered” or “critical” status, within the meanings of

Section 305 of ERISA or Section 432 of the Code.

“Erroneous Payment” has the meaning assigned to it in Section 8.02(a).

“Erroneous Payment Assigned Amount” has the meaning assigned to it in Section 8.02(h).

“Erroneous Payment Assigning Lender” has the meaning assigned to it in Section 8.02(d)(i).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 8.02(d)(i).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 8.02(d)(i).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 8.02(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 8.02(e).

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

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

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

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

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

“Eurocurrency Rate” means, subject to Section 2.14:

(a) in the case of Dollar denominated Loans, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the LIBOR01 page of the Reuters screen (or, in the event such rate does not appear on such Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion) that displays the ICE Benchmark Administration Limited (or the successor interest rate benchmark provider if ICE Benchmark Administration Limited is no longer making the applicable interest settlement rate available) rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period (the “US LIBOR Screen Rate”), determined as of approximately 11:00

43

a.m. (London time) on the applicable Interest Rate Determination Date (but if more than one applicable rate is specified on such page, the rate will be an arithmetic average of all such rates); provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurocurrency Rate” for any Dollar denominated Loans shall be the Interpolated Rate; or

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

(b) (c) in the case of Loans denominated in any Approved Foreign Currency (other than Euro) or Alternative Currency, the rate per annum equal to the rate reasonably determined by the Administrative Agent to be the offered rate that appears on the appropriate page of the Reuters screen (or, in the event such rate does not appear on such Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion) that displays the ICE Benchmark Administration Limited (or the successor interest rate benchmark provider if ICE Benchmark Administration Limited is no longer making the applicable interest settlement rate available) rate for deposits in the applicable Approved Foreign Currency or Alternative Currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period (the “LIBOR Screen Rate”, and together with the US LIBOR Screen Rate and the EURIBOR Screen Rate, as applicable, the “Screen Rate”), determined as of approximately 11:00 a.m. (London time) on the applicable Interest Rate Determination Date (but if more than one applicable rate for such Interest Period is specified on such page, the rate will be an arithmetic average of all such rates for such Interest Period); provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurocurrency Rate” for Loans denominated in any Approved Foreign Currency (other than Euro) or Alternative Currency shall be the Interpolated Rate; orestablished by the Lead Borrower and the applicable Lenders, with the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), pursuant to Section 1.11.

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

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

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

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

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

“Excluded Accounts” means (a) deposit accounts listed on Schedule 1.01(b) hereto or any other deposit account that is similar in function to the accounts described on such Schedule after the Closing Date consistent with past practices, (b) deposit accounts subject to Cash Pooling Arrangements (“Cash Pooling Accounts”), which for the avoidance of doubt shall not include any Dominion Accounts, US Concentration Accounts or German Concentration Accounts, (c) deposit accounts established (or otherwise maintained) by the Loan Parties as to which the average monthly end-of-day balance (when taken together with the average monthly end-of-day balance of accounts described in the proviso below in the aggregate) does not exceed $25,000,000 in the aggregate for all such accounts excluded pursuant to this clause (c), which for the avoidance of doubt shall not include any Dominion Accounts, US Concentration Accounts or German Concentration Accounts, (d) deposit accounts solely containing cash constituting proceeds of the sale of Fixed Asset Priority Collateral in accordance with the Initial Intercreditor Agreement, (e) any Trust Fund Account, (f) deposit accounts used by the Loan Parties exclusively for disbursements and payments (including payroll) in the ordinary course of business, (g) deposit accounts that are zero balance accounts, (h) deposit accounts that are located outside of the United States or the Federal Republic of Germany and contain only cash or proceeds from sales to foreign customers or (i) deposit accounts that hold proceeds that solely consist of Permitted Receivables Financing Assets; provided, however, that notwithstanding the foregoing, any deposit account into which payments in respect of Eligible Accounts are directly made by

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customers and that solely contains proceeds of Eligible Accounts (other than any deposit account as to which the average monthly end-of-day balance does not exceed $25,000,000) shall not constitute an Excluded Account and such deposit accounts shall not have average monthly end-of-day balance (when taken together with the average monthly end-of-day balance of accounts described in clause (c) above in the aggregate) which exceed $25,000,000 in the aggregate for all such accounts.

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

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

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

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

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

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“Excluded Subsidiary” means any of the following (except as otherwise provided in clause (b) of the definition of “Subsidiary Loan Party”): (a) any Subsidiary that is not a wholly-owned subsidiary of the Lead Borrower, (b) each Subsidiary listed on Schedule 1.01(c), (c) each Unrestricted Subsidiary, (d) each Immaterial Subsidiary, (e) any Subsidiary that is prohibited or restricted by (i) applicable Requirements of Law or (ii) any contractual obligation, in each case from guaranteeing the Secured Obligations or which would require governmental (including regulatory) or third-party consent, approval, license or authorization in order to provide such Guarantee (including under any financial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance or similar legal principles), unless such consent, approval, license or authorization has been obtained, it being understood that neither Holdings nor any of its Subsidiaries shall have any obligation to obtain any such consent, approval, license or authorization, (f) any Foreign Subsidiary organized under the laws of any jurisdiction other than a Security Jurisdiction, (g) after a Specified Tax Event, solely with respect to any Guarantee in respect of US Secured Obligations, (x) any CFC or FSHCO; provided that each Mexican Loan Party shall remain as a Subsidiary Guarantor with respect to German Secured Obligations unless the Lead Borrower elects to cause the Mexican Borrowing Base to be $0 and (y) any direct or indirect subsidiary of any CFC or FSHCO (any entity described in clause (x) or clause (y), an “Affected Subsidiary”), (h) any other Subsidiary excused from becoming a Loan Party pursuant to the definition of “Collateral and Guarantee Requirement” or, with respect to any Foreign Subsidiary, the Agreed Security Principles, (i) any not-for-profit Subsidiaries, captive insurance companies, broker-dealer Subsidiaries, Receivables Subsidiary or other Special Purpose Entities (each, a “Limited Purpose Subsidiary”), (j) any Restricted Subsidiary acquired by any Borrower or any other Group Member that, at the time of the relevant Permitted Acquisition or Investment, is an obligor (including as a guarantor) in respect of assumed Indebtedness that is permitted hereunder (and not incurred in contemplation of such Permitted Acquisition or Investment) to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such Restricted Subsidiary from providing a Guarantee and such prohibition was not implemented in contemplation of such Permitted Acquisition or Investment and (k) any Subsidiary for which the provision of a guarantee could reasonably be expected to result in non-de minimis adverse Tax consequences or non-de minimis adverse regulatory consequences to Holdings or its Subsidiaries or Parent Entities (other than, in the absence of a Specified Tax Event, as a result of the application of Section 956 of the Code) (as determined by the Lead Borrower in good faith and in consultation with the Administrative Agent).

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, after giving effect to Section 2.08 of the Guarantee Agreement, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, as applicable, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the U.S. Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to any applicable keep well, support, or other agreement for the benefit of such Guarantor and any and all Guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such Guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document (each, a “recipient), (a) Taxes imposed on (or measured by) its net income or profits (however denominated), branch profits Taxes and franchise Taxes, in each case imposed by (i) a jurisdiction (or any political subdivision thereof) as a result of such recipient being

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

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

“Existing Receivables Financing” means each of (i) the factoring program that ▇▇▇▇▇▇▇ Controls Battery Group, Inc. maintains with JPMorgan Chase Bank, N.A., (ii) the factoring program ▇▇▇▇▇▇▇ Controls Battery Group, Inc. maintains with ▇▇▇▇▇ Fargo Bank, N.A., (iii) the factoring program Shanghai ▇▇▇▇▇▇▇ Controls International Battery Co., Ltd. maintains with JPMorgan Chase Bank (China) Company Limited and (iv) the factoring program ▇▇▇▇▇▇▇ Controls Delkor Battery Corporation maintains with Standard Charted Bank (it being understood that as of the Closing Date the Accounts of AutoZone, Inc.,

Advance Auto Parts, Inc. and O’Reilly Automotive, Inc. and each of their controlled Affiliates are factored pursuant to the factoring agreements referenced in clauses (i) and (ii)) and, in each case, any extension, replacement, renewal or refinancing thereof (including, for the avoidance of doubt, in the case of clauses (i) and (ii), the receivables purchase facility (or a similar facility) arranged or to be arranged by ▇▇▇▇▇ Fargo Bank, N.A. and disclosed to the Lead Arrangers prior to the date hereof).

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

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

“FATCA” means Sections 1471 through 1474 of the Code as in effect on the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into

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pursuant to current Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty, or convention among Governmental Authorities entered into in connection with the implementation of the foregoing. For greater certainty, FATCA includes Part XVIII and Part XIX of the Income Tax Act (Canada).

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

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

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

“Financial Maintenance Covenant Test Period” means the period commencing on any date on which Specified Availability is less than the greater of (a) 10.0% of the Line Cap and (b) $50,000,00055,000,000 and continuing until such date on which Specified Availability has exceeded the greater of (a) 10.0% of the Line Cap and (b) $50,000,00055,000,000 for 20 consecutive days.

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

“First Amendment” means that thecertain Incremental Amendment No. 1 to ABL Credit Agreement, dated as of the First Amendment Effective Date, among Holdings, the Lead Borrower, the other Loan Parties party thereto, the Administrative Agent and the Lenders and Issuing Banks party thereto.

“First Amendment Effective Date” means March 5, 2020.

“First Amendment Incremental Commitment” has the meaning assigned to such term in the First Amendment.

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

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

“First Lien Collateral Agent” means the “Collateral Agent” in respect of the First Lien Facilities.

“First Lien Credit Agreement” means the First Lien Credit Agreement, dated as of the Closing Date, among, inter alia, Holdings, the Lead Borrower, the US Co-Borrower, the other Group Members party thereto, the issuing banks referred to therein and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, as amended, modified, supplemented, substituted, replaced, extended, renewed, restated or refinanced, in whole or in part, from time to time in accordance with the terms thereof and in

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accordance with the Initial Intercreditor Agreement, including any replacement or refinancing facility or indenture or other financing arrangement (including any successive replacement or refinancing facility or indenture or other financing arrangement) that increases or decreases the amount permitted to be borrowed thereunder or alters the maturity thereof and whether by the same or any other agent, lender or group of lenders and whether for the same or any other purpose, and any amendments, modifications, supplements, substitutions, replacements, extensions, renewals, restatements, or refinancings of the foregoing (in which case, references herein to the First Lien Credit Agreement shall be construed to be references to the equivalent provisions, if any, or any similar provisions, of the First Lien Credit Agreement as so amended, modified, supplemented, substituted, replaced, restated or refinanced (in each case, as the context may require)).

“First Lien Credit Agreement Refinancing Indebtedness” means “Credit Agreement Refinancing Indebtedness” (as defined in the First Lien Credit Agreement).

“First Lien Facilities” means the credit facilities established pursuant to the First Lien Credit Agreement, including, for the avoidance of doubt, any First Lien Incremental Facilities or First Lien Credit Agreement Refinancing Indebtedness incurred under the First Lien Credit Agreement.

“First Lien Incremental Facilities” means each “Incremental Facility” (as defined in the First Lien Credit Agreement).

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

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

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

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

“First Lien Permitted Debt Exchange Notes” means “Permitted Debt Exchange Notes” (as defined in the First Lien Credit Agreement).

“First Lien RC Facility Loans” means the “RC Facility Loans” (as defined in the First Lien Credit Agreement).

“First Lien Secured Obligations” means the “Secured Obligations” (as defined in the First Lien Credit Agreement).

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

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

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

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

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

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

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

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

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

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

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

“GAAP” means, at the election of the Lead Borrower (a) IFRS, if the Lead Borrower’s financial statements are at such time prepared in accordance with IFRS or (b) generally accepted accounting principles in the United States of America as in effect from time to time (“U.S. GAAP”), if the Lead Borrower’s financial statements are at such time prepared in accordance with U.S. GAAP; provided, however, that (i) if the Lead Borrower notifies the Administrative Agent that the Lead Borrower requests an amendment to any provision hereof to eliminate the effect of any change in accounting principles or change as a result of the adoption or modification of accounting policies occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Lead Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith (including the provisions of Section 1.04(d)),

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(ii) GAAP and all terms of an accounting or financial nature shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB Accounting Standards Codification 825-Financial Instruments, or any successor thereto (including pursuant to the FASB Accounting Standards Codification), to value any Indebtedness of the Lead Borrower or any subsidiary at “fair value,” as defined therein, (iii) the amount of any Indebtedness under GAAP with respect to Capital Lease Obligations shall be determined in accordance with the definition of “Capital Lease Obligations”, (iv) all references to codified accounting standards specifically named in this Agreement shall be deemed to include any successor, replacement, amendment or updated accounting standard under IFRS or U.S. GAAP, as applicable, or to any corresponding accounting standard under IFRS in the event of an election by the Lead Borrower to prepare its financial statements in IFRS, (v) all references to codified accounting standards specifically named in this Agreement shall be deemed to include any successor, replacement, amendment or updated accounting standard under IFRS or U.S. GAAP, as applicable, (vi) unless the Lead Borrower elects otherwise, neither IFRS nor U.S. GAAP shall include the policies, rules and regulations of the SEC, the American Institute of Certified Public Accountants, the International Accounting Standards Board or any other applicable regulatory or governing body applicable only to public companies and (vii) any calculation or determination in this Agreement that requires the application of GAAP across multiple quarters need not be calculated or determined using the same accounting standard for each constituent quarter. The Lead Borrower will give notice of any such election made in accordance with this definition to the Administrative Agent. The Lead Borrower may not elect to change from U.S. GAAP to IFRS (or vice-versa) more than two times following the Closing Date.

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

“German Borrowers” means (a) CRG and (b) any wholly-owned Restricted Subsidiary organized under the laws of the Federal Republic of Germany that may be designated by the Lead Borrower in its sole discretion from time to time to be a German Borrower, whereupon such wholly-owned Restricted Subsidiary shall be obligated to comply with the applicable requirements of Section 1.15.

“German Borrowing Base” shall mean at any time, an amount, subject to any applicable Pro Forma Borrowing Base Adjustment, equal to the Dollar Equivalent of:

the sum of, without duplication,

In no event shall the German Borrowing Base be less than $0. The German Borrowing Base shall be deemed to be $0 until an initial field examination and inventory appraisal reasonably satisfactory to the

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Administrative Agent shall have been conducted with respect to the applicable assets of the German Loan Parties.

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

“German Concentration Account” has the meaning assigned to such term in Section 5.17(b).

“German DDA Instruction” has the meaning assigned to such term in Section 5.17(b).

“German Dilution Reserves” shall mean, as of any date of determination, an amount equal to the product of (a) the excess of (i) the non-cash reductions (including, but not limited to, bad debt write-downs or write-offs, discounts, returns, promotions, credits, credit memos and other dilutive items) with respect to the Total Eligible German Accounts during a 12-month period prior to the date of determination as established by the applicable German Loan Parties’ records or by any field examination in accordance with Section 5.08(b), expressed as a percentage of the applicable German Loan Parties’ average gross sales during the same period over (ii) the German Dilution Threshold and (b) the amount determined pursuant to clause (a) of the definition of “German Borrowing Base”.

“German Dilution Threshold” means, as of any date of determination, the ratio, expressed as a percentage, of (a) (i) 5.00% multiplied by an amount equal to the aggregate amount of Eligible German Accounts from Account Debtors that are not Investment Grade Account Debtors plus (ii) 2.50% multiplied by an amount equal to the aggregate amount of Eligible German Accounts from Account Debtors that are Investment Grade Account Debtors to (b) the Total Eligible German Accounts.

“German Dominion Account” means a special concentration account established by the Lead Borrower in the Federal Republic of Germany, with the Administrative Agent or any of its Affiliates, or another bank reasonably acceptable to the Administrative Agent, over which the Administrative Agent has exclusive control for withdrawal purposes (except for any withdrawal limitations resulting from the applicability of the general terms and conditions (Allgemeine Geschäftsbedingungen der Banken und Sparkassen) in relation to accounts held in the Federal Republic of Germany) pursuant to the terms and provisions of this Agreement and the other Loan Documents.

“German Exposure” means, with respect to any Lender at any time, the sum of (a) the Dollar Equivalent of such Lender’s outstanding German Loans, (b) the Dollar Equivalent of such Lender’s German LC Exposure and participation interest in German Protective Advances and (c) the Dollar Equivalent of such ▇▇▇▇▇▇’s German Swingline Exposure.

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

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

“German Letter of Credit” means any LC Instrument issued under this Agreement for the account of a German Borrower, other than any such instrument that shall have ceased to be a “Letter of Credit” outstanding hereunder pursuant to Section 9.05.

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“German Line Cap” shall mean, as of any date of determination, the lesser of (a) the amount of the German Sublimit or (b) the German Borrowing Base.

“German Loan” means a Loan made to a German Borrower.

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

“German Other Reserves” shall mean Reserves other than German Rent Reserves, German Retention and Title Reserves or German Dilution Reserves that are required by the Collateral Agent in its Permitted Discretion with respect to the Eligible German Inventory or Eligible German Accounts of the German Loan Parties. German Other Reserves may include, without limitation, with respect to the German Loan Parties and their respective assets included in the German Borrowing Base, Currency Reserves, reserves for unpaid and accrued sales taxes, reserves for banker’s liens, reserves for contingent liabilities of any German Loan Party which contingent liabilities would have payment priority over the Secured Obligations of such German Loan Party in any proceeding under any Debtor Relief Law by operation of law, reserves for uninsured or underinsured losses, litigation or potential liabilities with respect to any Inventory included in the German Borrowing Base, reserves for raw material purchase price variations, customer-specific bad debt reserves, reserves for customs charges, other taxes, fees, assessments, and other governmental charges with respect to the German Collateral included in the German Borrowing Base, reserves for surety bond, self-insurance and insurance premiums with respect to any Inventory included in the German Borrowing Base, reserves for royalties and other payments to owners or licensors of intellectual property incorporated into the Inventory included in the German Borrowing Base, reserves for shrink or discrepancies that arise pertaining to Inventory included in the German Borrowing Base, reserves for liabilities secured by Liens upon the German Collateral included in the German Borrowing Base that are Permitted Borrowing Base Liens, reserves for tolling conversion costs in respect of cores located at third-party smelters and, so long as the aggregate Reserves in respect thereof do not exceed the aggregate Secured Cash Management Obligations Amount, Secured Swap Obligations Amount and Other Secured Obligations Amount, reserves for Secured Cash Management Obligations, Secured Swap Obligations or Other Secured Obligations.

“German Other Secured Obligations” means Other Secured Obligations owing by any German Loan Party and obligations deemed to be “German Other Secured Obligations” pursuant to the definition of “Other Secured Obligations”.

“German Protective Advance” has the meaning assigned to such term in Section 2.10.

“German Qualified Cash” shall mean the amount of unrestricted cash and Cash Equivalents of the German Loan Parties that, as of the relevant Borrowing Base Date, are on deposit in (a) a German Concentration Account or (b) any other DDA maintained by a German Loan Party to the extent the German Loan Party has caused a Deposit Account Control Agreement (or equivalent with respect to any securities account) to be entered into with respect to such deposit account or securities account; provided that the Administrative Agent shall (i) be entitled, pursuant to the terms thereof, to reasonably request cash reporting on a daily basis or (ii) be reasonably satisfied in its Permitted Discretion with any other method of verifying the amounts on deposit therein. In no event shall the amount of unrestricted cash and Cash Equivalents on deposit in a Cash Pooling Account constitute German Qualified Cash while subject to the Cash Pooling Arrangements.

“German Rent Reserve” shall mean, with respect to any Permitted Leased Inventory Location where Eligible German Inventory is located, an amount not to exceed the lesser of (a) two month’s rent for each such Permitted Leased Inventory Location and (b) the German Borrowing Base attributable to the

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Eligible German Inventory located at such location, in each case, other than any such Permitted Leased Inventory Location (i) with respect to which the Administrative Agent shall have received a collateral access or similar agreement in form reasonably satisfactory to the Collateral Agent in its Permitted Discretion (it being understood that upon receipt of any such collateral access or similar agreement with respect to any such Permitted Leased Inventory Location, any German Rent Reserve shall be released), (ii) not located in a Landlord Lien State or (iii) if the Value of all such Eligible German Inventory at such Permitted Leased Inventory Location does not exceed $500,000; provided that in no event will any German Rent Reserves be imposed prior to the date that is 180 days after the Closing Date.

“German Reserves” shall mean (a) the German Rent Reserves, (b) the German Dilution Reserves, (c) German Retention of Title Reserves, (d) the German Other Reserves and (e) any Pre-Billing Reserve applicable to the German Borrowing Base.

“German Retention of Title Reserves” shall mean, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, a reserve with respect to Accounts of a German Borrower that are subject to extended retention of title arrangements (verlängerter Eigentumsvorbehalt or erweiterter Eigentumsvorbehalt, including a processing clause (Verarbeitungsklausel)) of the relevant supplier(s) of such German Borrower and/or with respect to any part of the inventory or goods giving rise to such Account or similar arrangements.

“German Secured Cash Management Obligations” means Secured Cash Management Obligations owing by any German Loan Party and obligations deemed to be “German Secured Cash Management Obligations” pursuant to the definition of “Secured Cash Management Obligations”.

“German Secured Obligations” means the Secured Obligations of any German Loan Party and obligations deemed to be “German Secured Obligations” pursuant to the definition of “Secured Swap Obligations”, pursuant to the definition of “Secured Cash Management Obligations” or pursuant to the definition of “Other Secured Obligations”.

“German Secured Swap Obligations” means Secured Swap Obligations owing by any German Loan Party and obligations deemed to be “German Secured Swap Obligations” pursuant to the definition of “Secured Swap Obligations”.

“German Security Document” means any security agreement or pledge agreement, including any intellectual property security agreement, executed and delivered pursuant to the Collateral and Guarantee Requirement, Section 4.01(f), Section 5.11 or Section 5.13 to secure any of the Secured Obligations, in each case that is expressed to be governed by German law.

“German Sublimit” means (i) as of the Closing Date, $250,000,000 and (ii) as of the First Amendment Effective Date, $375,000,000, as such amount may be increased or reduced in accordance with the terms of this Agreement; provided that, unless otherwise provided for in any Incremental Facility Amendment, the German Sublimit shall be automatically increased at the time of any Incremental Commitment Increase by an amount equal to the product of (a) the aggregate principal amount of such Incremental Commitment Increase and (b) the ratio of the German Sublimit then in effect to the Aggregate Commitments then in effect.

“German Swingline Exposure” means, with respect to any Lender at any time, such Lender’s Applicable Percentage of the Dollar Equivalent of the aggregate principal amount of all German Swingline Loans outstanding at such time.

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“German Swingline Loan” means a Swingline Loan made to a German Borrower pursuant to Section 2.05.

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

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

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

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

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

“Guarantors” means collectively, Holdings, Intermediate Holdco (if any), the Subsidiary Loan Parties and, other than as to its own obligations, each Borrower; provided that, for the avoidance of doubt, the Guarantee by any Affected Subsidiary shall, after the occurrence of a Specified Tax Event, be limited in the manner set forth in clause (g) of the definition of “Excluded Subsidiary”.

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

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

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

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“Holdings Reorganization” means (a) the contribution by Holdings of 100% of the Equity Interests of the Lead Borrower to a newly formed “shell” entity owned or controlled by the Permitted Holders or (b) the merger, amalgamation or consolidation of Holdings with or into any other Person; provided that, in the case of clause (a) or if the Person formed by or surviving any such merger, amalgamation or consolidation described in clause (b) (including any immediate and successive mergers, amalgamations or consolidations of entities) is not Holdings (any such newly formed “shell” entity or any such Person, after giving effect to such transaction or transactions, the “Successor Holdings”), (A) the Successor Holdings shall be an entity organized or existing under the laws of a Permitted Jurisdiction, (B) the Successor Holdings (x) shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party, in each case, pursuant to a written supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent and (y) for the avoidance of doubt, shall have taken such actions as are reasonably necessary to ensure that any Liens granted by Holdings continue to remain enforceable and perfected in accordance with the relevant Security Documents, (C) the Successor Holdings shall, immediately following such merger, amalgamation or consolidation, directly or indirectly own all Subsidiaries owned by Holdings immediately prior to such transaction, unless such Subsidiary is the other party to such merger, amalgamation or consolidation and (D) the Successor Holdings shall have no assets, liabilities, liens or operations other than those permitted by Section 6.06; provided, further that if the foregoing conditions under clauses (A) through (D) are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents to which Holdings is a party; provided, further, that Holdings agrees to provide any documentation and other information about the Successor Holdings at least three Business Days prior to the consummation of any such merger, amalgamation or consolidation as shall have been reasonably requested in writing by any Lender through the Administrative Agent at least ten Business Days prior to the consummation of such merger, amalgamation or consolidation that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including Title III of the USA Patriot Act.

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

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

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

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

(a) $250,000,000, plus

(b) the aggregate amount of (i) all voluntary permanent terminations or reductions, as applicable, of the Initial2023 Replacement Facility Commitments, Additional/Replacement Commitments and Other Commitments and (ii) all permanent terminations or reductions, as applicable, of any Initial2023

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Replacement Facility Commitments, Additional/Replacement Commitments or Other Commitments (1) of any Lender pursuant to Section 2.19(b), (2) of any Non-Consenting Lender pursuant to Section 9.02(c) and (3) of any Non-Accepting Lender pursuant to Section 2.24; provided that, in each case of clauses (i) and (ii), any prepayment accompanying such permanent termination or reduction, as applicable, is not funded with long-term Indebtedness (other than revolving loans), plus

(c) the amount by which the Aggregate Borrowing Base exceeds the Aggregate Commitments at the applicable time of determination.

As of the Second Amendment Effective Date, the amount of the Incremental Cap available pursuant to clause (a) above shall be deemed to be $250,000,000.

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

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

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

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

“Indebtedness” of any Person means, without duplication,

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

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

(c) [reserved],

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

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

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

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

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

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

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

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

“Indemnified Taxes” means Taxes, other than Excluded Taxes and Other Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“Ineligible Account” shall mean any Account:

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“Ineligible Inventory” shall mean Inventory:

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