SIXTEENTH AMENDMENT TO CREDIT AGREEMENT

SIXTEENTH AMENDMENT
TO CREDIT AGREEMENT

This SIXTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is entered into as of August 26, 2024, among ▇▇▇▇ Holdings Inc., a Delaware corporation (f/k/a ▇▇▇▇ Holdings, LLC, “Holdings”), the other Guarantors party hereto, ▇▇▇▇ Group Inc., a Delaware corporation (as successor by merger to ▇▇▇▇ Merger Sub, Inc., the “Borrower”), the Additional Lenders (as defined below), and First Eagle Alternative Credit, LLC (as successor by merger to First Eagle Private Credit, LLC (f/k/a NewStar Financial, Inc.)), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent” and, together with the Administrative Agent, the “Specified Agents”).

WITNESSETH:

WHEREAS, Holdings, the Borrower, the Guarantors party thereto from time to time, the Lenders party thereto from time to time, the Specified Agents and Citibank, N.A., as administrative agent for the Revolving Lenders and as an Issuing Bank, are parties to that certain Credit Agreement, dated as of October 2, 2017 (as amended by the First Amendment to Credit Agreement, dated as of August 10, 2018, the Second Amendment to Credit Agreement, dated as of October 26, 2018, the Third Amendment to Credit Agreement, dated as of December 21, 2018, the Fourth Amendment to Credit Agreement, dated as of May 17, 2019, the Fifth Amendment to Credit Agreement, dated as of October 16, 2019, the Sixth Amendment to Credit Agreement, dated as of April 2, 2020, the Seventh Amendment to Credit Agreement, dated as of April 17, 2020, the Eighth Amendment to Credit Agreement, dated as of December 28, 2020, the Ninth Amendment to Credit Agreement, dated as of April 1, 2022, the Tenth Amendment to Credit Agreement, dated as of May 20, 2022, the Eleventh Amendment to Credit Agreement, dated as of July 28, 2022, the Twelfth Amendment to Credit Agreement, dated as of June 30, 2023, the Thirteenth Amendment to Credit Agreement, dated as of March 26, 2024, the Fourteenth Amendment to Credit Agreement, dated as of April 10, 2024, the Fifteenth Amendment to Credit Agreement and First Amendment to Security Agreement, dated as of May 10, 2024, and as otherwise amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”; capitalized terms used herein (including in the preamble hereto) that are not otherwise defined herein shall have the respective meanings assigned to such terms in the Amended Credit Agreement);

WHEREAS, the Loan Parties intend to consummate the Applied Avionics Acquisition (as defined below);

WHEREAS, pursuant to Section 2.17 of the Credit Agreement, the Borrower has requested Incremental Term Loans in an aggregate principal amount equal to $360,000,000 (collectively, the “Sixteenth Amendment Incremental Term Loans”, and each, a “Sixteenth Amendment Incremental Term Loan”) under the Ratio-Based Incremental Basket, and each Person party hereto and listed on the signature pages hereto as an “Additional Lender” (each, an “Additional Lender”) is willing to provide a Sixteenth Amendment Incremental Term Loan on the Sixteenth Amendment Effective Date (as defined below) equal to the amount set forth opposite such Additional Lender’s name in the column titled “Sixteenth Amendment Incremental Term Loan Commitment” on Annex A hereto (collectively, the “Sixteenth Amendment Incremental Term Commitment”), subject to the terms and conditions of this Amendment and the Amended Credit Agreement, and, if not an existing Lender under the Credit Agreement, to become a Lender under the Credit Agreement;

WHEREAS, the proceeds of the Sixteenth Amendment Incremental Term Loans will be used, directly or indirectly, to (i) pay a portion of the consideration payable pursuant to the terms and conditions of the Applied Avionics Acquisition Agreement (the transactions contemplated thereby, the “Applied

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Avionics Acquisition”), (ii) pay fees and expenses incurred in connection with the foregoing and the transactions related thereto and (iii) otherwise fund working capital and general corporate purposes of the Loan Parties;

WHEREAS, the Applied Avionics Acquisition is a Limited Condition Transaction; and

WHEREAS, the Additional Lenders and the Specified Agents are willing to amend the Credit Agreement as set forth in Section 2 of this Amendment subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

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[Remainder of Page Intentionally Left Blank]

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

 

▇▇▇▇ GROUP INC.,

as Borrower

By: /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇: Chief Financial Officer

▇▇▇▇ HOLDINGS INC.,
as Holdings

By: /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇: Chief Financial Officer

XPEDITION HOLDINGS, INC.
AGC ACQUISITION LLC
▇▇▇▇▇▇▇ COMPOSITES COMPANY LLC
AVIATION MANUFACTURING GROUP, LLC
SAF INDUSTRIES LLC
▇▇▇▇▇’▇ PRECISION PRODUCTS LLC
GENERAL ECOLOGY, INC.
APPLIED ENGINEERING, INC.
MAVERICK MODLING CO.
SMR ACQUISITION LLC
BAM INC.
HYDRA-ELECTRIC COMPANY
PACIFIC PISTON RING CO., INC.
SAFE FLIGHT INSTRUMENT, LLC,
DAC ENGINEERED PRODUCTS, LLC
AOG-SEGINUS HOLDING COMPANY, LLC
SEGINUS AEROSPACE LLC
AOG AVIATION SPARES LLC,
CAV ICE PROTECTION, INC.
as Guarantors
 

By: /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇: Chief Financial Officer

 

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ST. JULIAN MATERIALS, LLC, as a Guarantor

By: /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇

Title: Manager

▇▇▇▇▇▇▇ ACQUISITION GMBH, as a Guarantor

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇

Title: Managing Director

▇▇▇▇▇▇▇ SAFETY PRODUCTS GMBH, as a Guarantor

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇

Title: Managing Director

 

▇▇▇▇▇▇▇ SAFETY PRODUCTS LLC, as a Guarantor

By: /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇

Title: Chief Financial Officer

 

 

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First Eagle ALTernative Credit, LLC (as successor by merger to FIRST EAGLE PRIVATE CREDIT, LLC (f/k/a NEWSTAR FINANCIAL, INC.)), as Administrative Agent and Collateral Agent

 

 

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized ▇▇▇▇▇▇

 

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BLACKSTONE PRIVATE CREDIT FUND, as an Additional Lender

 

By: Blackstone Credit BDC Advisors LLC, as investment advisor

 

 

 

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory

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Annex A

Schedule 2.01

Lender Commitments

Lender	2024 Incremental Revolving Credit Commitment	LC Commitment	Initial Term Loans	Delayed Draw Term Loan Commitment	Sixteenth Amendment Incremental Term Loan Commitment
BCRED DENALI PEAK FUNDING LLC	$0.00	$0.00	$14,787,436.31	$0.00	-
BCRED CLO 2023-1 LLC	$0.00	$0.00	$4,493,997.41	$0.00	-
BCRED MML CLO 2022-1 LLC	$0.00	$0.00	$5,083,400.37	$0.00	-
BCRED MML CLO 2021-1 LLC	$0.00	$0.00	$4,728,542.92	$0.00	-
BCRED MML CLO 2022-2 LLC	$0.00	$0.00	$3,818,699.70	$0.00	-
Blackstone Private Credit Fund	$0.00	$0.00	$30,206,638.23	$100,000,000.00	$360,000,000
BCRED Bushnell Peak Funding LLC	$0.00	$0.00	$18,965,409.13	$0.00
BCRED Middle Peak Funding LLC	$0.00	$0.00	$10,268,207.90	$0.00
BCRED Bison Peak Funding LLC	$0.00	$0.00	$9,451,281.77	$0.00
BCRED SUMMIT PEAK FUNDING LLC	$0.00	$0.00	$66,208,302.11	$0.00
BCRED ▇▇▇▇▇▇ Peak Funding LLC	$0.00	$0.00	$11,094,303.77	$0.00	-
BCRED Granite Peak Funding LLC	$0.00	$0.00	$56,707,690.59	$0.00	-
BCRED ▇▇▇▇▇▇ Peak Funding LLC	$0.00	$0.00	$17,084,688.24	$0.00	-
Citibank, N.A.	$30,000,000.00	$15,000,000	$0.00	$0.00	-
Royal Bank of Canada	$20,000,000.00	$10,000,000	$0.00	$0.00	-
Total	$50,000,000.00	$25,000,000	$252,898,598.45	$100,000,000.00	$360,000,000

 

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Annex B

Amended Credit Agreement

See attached

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CREDIT AGREEMENT

dated as of October 2, 2017

among

▇▇▇▇ HOLDINGS INC.,

as Holdings,

▇▇▇▇ Merger Sub, Inc.,

as the Initial Borrower,

(to be merged with and into ▇▇▇▇ GROUP INC. pursuant to the Closing Date Merger, with ▇▇▇▇ GROUP INC. as the surviving person and the Borrower hereunder upon and following the consummation of the Closing Date Merger),
 

THE GUARANTORS PARTY HERETO,
as Guarantors,

THE LENDERS PARTY HERETO,

FIRST EAGLE ALTERNATIVE CREDIT, LLC (as successor by merger to FIRST EAGLE PRIVATE CREDIT, LLC (f/k/a NEWSTAR FINANCIAL, INC.)),
as Administrative Agent and Collateral Agent,

and

CITIBANK, N.A.,
as Revolving Administrative Agent

 

 

 

 

 

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS 28

SECTION 1.01 Defined Terms 28

SECTION 1.02 Classification of Loans 6469

SECTION 1.03 Terms Generally 6469

SECTION 1.04 Accounting Terms; GAAP 6570

SECTION 1.05 Time Reference 6570

SECTION 1.06 Limited Condition Transactions 6570

SECTION 1.07 Resolution of Drafting Ambiguities 6671

SECTION 1.08 German Terms 6671

SECTION 1.09 Calculations 6672

SECTION 1.10 Agents 6772

SECTION 1.11 Revolver Payment Priority Principles 6873

ARTICLE II THE CREDITS 7075

SECTION 2.01 Commitments 7075

SECTION 2.02 Letters of Credit 7075

SECTION 2.03 Borrowing Procedure 7782

SECTION 2.04 Evidence of Debt; Repayment of Loans 7883

SECTION 2.05 Fees 7984

SECTION 2.06 Interest on Loans 7984

SECTION 2.07 Termination and Reduction of Commitments 8186

SECTION 2.08 Scheduled Repayment of Loans 8287

SECTION 2.09 Prepayments of Loans 8388

SECTION 2.10 Alternate Rate of Interest 8691

SECTION 2.11 Yield Protection 8893

SECTION 2.12 Breakage Payments 8994

SECTION 2.13 Payments Generally; Pro Rata Treatment; Sharing of Setoffs 8994

SECTION 2.14 Taxes 9196

SECTION 2.15 Mitigation Obligations; Replacement of Lenders 9499

SECTION 2.16 Extension Amendments 95100

SECTION 2.17 Incremental Credit Extensions 97102

SECTION 2.18 Defaulting Lenders 101106

ARTICLE III REPRESENTATIONS AND WARRANTIES 103108

SECTION 3.01 Organization; Powers 103108

SECTION 3.02 Authorization; Enforceability 104109

SECTION 3.03 No Conflicts 104109

SECTION 3.04 Financial Statements; Projections 104109

SECTION 3.05 Properties 105110

SECTION 3.06 Intellectual Property 105110

SECTION 3.07 Equity Interests and Subsidiaries 106111

SECTION 3.08 Litigation; Compliance with Laws 106111

SECTION 3.09 Federal Reserve Regulations 107112

SECTION 3.10 Investment Company Act 107112

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SECTION 3.11 Use of Proceeds 107112

SECTION 3.12 Taxes 107112

SECTION 3.13 No Material Misstatements 107112

SECTION 3.14 Labor Matters 108113

SECTION 3.15 Solvency 108113

SECTION 3.16 Employee Benefit Plans 108113

SECTION 3.17 Environmental Matters 109113

SECTION 3.18 Insurance 109114

SECTION 3.19 Security Documents 110115

SECTION 3.20 USA PATRIOT Act and Sanctions 110115

SECTION 3.21 Anti-Corruption Laws 110115

ARTICLE IV CONDITIONS TO CLOSING 111116

SECTION 4.01 Conditions to Closing 111116

SECTION 4.02 Conditions to each Delayed Draw Term Loan Funding Date 114119

SECTION 4.03 Conditions to Revolving Credit Extensions 115120

ARTICLE V AFFIRMATIVE COVENANTS 115120

SECTION 5.01 Financial Statements, Reports, etc 115120

SECTION 5.02 Notices 117122

SECTION 5.03 Existence; Properties and Intellectual Properties 118123

SECTION 5.04 Insurance 118123

SECTION 5.05 Taxes 119124

SECTION 5.06 Employee Benefits 119124

SECTION 5.07 Maintaining Records; Access to Properties and Inspections 119124

SECTION 5.08 Use of Proceeds 120124

SECTION 5.09 Compliance with Environmental Laws 120124

SECTION 5.10 Additional Collateral; Additional Guarantors 120125

SECTION 5.11 Security Interests; Further Assurances 121126

SECTION 5.12 Information Regarding Collateral 122127

SECTION 5.13 Compliance with Law; Regulations; Etc 122127

SECTION 5.14 [Reserved] 122127

SECTION 5.15 Post-Closing Matters 122127

SECTION 5.16 [Reserved] 122127

SECTION 5.17 Post-▇▇▇▇▇▇▇ Acquisition Requirements Regarding the ▇▇▇▇▇▇▇ German Subsidiaries 122127

ARTICLE VI NEGATIVE COVENANTS 122127

SECTION 6.01 Indebtedness 123127

SECTION 6.02 Liens 126131

SECTION 6.03 Restrictions on Fundamental Changes 129133

SECTION 6.04 Disposal of Assets 129134

SECTION 6.05 Nature of Business 130135

SECTION 6.06 Amendments 130135

SECTION 6.07 Restricted Payments; Investments 130135

SECTION 6.08 Limitation on Certain Restrictive Agreements 132137

SECTION 6.09 Financial Covenants 134139

SECTION 6.10 Change in Fiscal Year 134139

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SECTION 6.11 Transactions with Affiliates 134139

SECTION 6.12 Holdings 136140

SECTION 6.13 Compliance with Anti-Terrorism Laws; Anti-Corruption Laws; OFAC 136141

ARTICLE VII GUARANTEE 137142

SECTION 7.01 The Guarantee 137142

SECTION 7.02 Obligations Unconditional 138143

SECTION 7.03 Reinstatement 139144

SECTION 7.04 Subrogation; Subordination 139144

SECTION 7.05 Remedies 140144

SECTION 7.06 [Reserved] 140145

SECTION 7.07 Continuing Guarantee 140145

SECTION 7.08 General Limitation on Guarantee Obligations 140145

SECTION 7.09 Release of Guarantors 140145

SECTION 7.10 Keepwell 140145

SECTION 7.11 Right of Contribution 141145

SECTION 7.12 German Guarantee Limitation 141146

ARTICLE VIII EVENTS OF DEFAULT 144148

SECTION 8.01 Events of Default 144148

SECTION 8.02 Rescission 147151

SECTION 8.03 Application of Proceeds 147152

SECTION 8.04 Right to Cure 148153

ARTICLE IX THE REVOLVING ADMINISTRATIVE AGENT, ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT 150154

SECTION 9.01 Appointment and Authority 150154

SECTION 9.02 Rights as a Lender or the Issuing Bank 151156

SECTION 9.03 Exculpatory Provisions 151156

SECTION 9.04 Reliance by Agent 152157

SECTION 9.05 Delegation of Duties 153157

SECTION 9.06 Replacement or Resignation of Agent 153157

SECTION 9.07 Non-Reliance on Agent and Other Lenders 154158

SECTION 9.08 No Reliance on Administrative Agent’s Customer Identification Program 154158

SECTION 9.09 Withholding Tax 154159

SECTION 9.10 Enforcement 155159

SECTION 9.11 Collateral Matters 155159

SECTION 9.12 Agency for Perfection 156161

SECTION 9.13 [Reserved] 156161

SECTION 9.14 Collateral Agent May File Proofs of Claim 156161

SECTION 9.15 Knowledge 157162

SECTION 9.16 Reliance 157162

SECTION 9.17 Parallel Debt 157162

SECTION 9.18 Intercreditor Agreements 158163

SECTION 9.19 Erroneous Payments 159163

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ARTICLE X MISCELLANEOUS 160165

SECTION 10.01 Notices 160165

SECTION 10.02 Waivers; Amendment 163168

SECTION 10.03 Expenses; Indemnity; Damage Waiver 166171

SECTION 10.04 Successors and Assigns 168173

SECTION 10.05 Survival of Agreement 172177

SECTION 10.06 Counterparts; Integration; Effectiveness; Electronic Execution 172177

SECTION 10.07 Severability 173178

SECTION 10.08 Right of Setoff 173178

SECTION 10.09 Governing Law; Jurisdiction; Consent to Service of Process 173178

SECTION 10.10 Waiver of Jury Trial 174179

SECTION 10.11 Headings 174179

SECTION 10.12 Treatment of Certain Information; Confidentiality 174179

SECTION 10.13 USA PATRIOT Act Notice and Customer Verification 175180

SECTION 10.14 Interest Rate Limitation 175180

SECTION 10.15 Requirement for Further Actions 176180

SECTION 10.16 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 176181

SECTION 10.17 Acknowledgement Regarding Any Supported QFCs 176181

 

 

 

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SCHEDULES

Schedule 1.01(a) Subsidiary Guarantors

Schedule 2.01 Lender Commitments

Schedule 3.05 Real Property

Schedule 3.06(b) Intellectual Property - Registrations

Schedule 3.06(c) Intellectual Property - No Violations or Proceedings

Schedule 3.07(a) Equity Interests

Schedule 3.07(b) Organizational Chart

Schedule 3.17 Environmental Matters

Schedule 3.18 Insurance

Schedule 3.19 Filing Offices

Schedule 5.15 Post-Closing Matters

Schedule 5.17 Post-▇▇▇▇▇▇▇ Acquisition Requirements Regarding the
▇▇▇▇▇▇▇ German Subsidiaries

Schedule 6.01(b) Existing Indebtedness

Schedule 6.02(c) Existing Liens

Schedule 6.07(a) Existing Investments
Schedule 6.11 Affiliate Transactions

EXHIBITS

Exhibit A Form of Assignment and Assumption

Exhibit B Form of Borrowing Request

Exhibit C Form of Compliance Certificate

Exhibit D Form of Interest Election Request

Exhibit E Form of Joinder Agreement

Exhibit F Form of Note

Exhibit G-1 Form of Perfection Certificate

Exhibit G-2 Form of Perfection Certificate Supplement

Exhibit H Form of U.S. Tax Compliance Certificate

Exhibit I Form of Solvency Certificate

Exhibit J Agreed Security Principles

Exhibit K Form of LC Request

 

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CREDIT AGREEMENT

CREDIT AGREEMENT (this “Agreement”) dated as of October 2, 2017 among ▇▇▇▇ MERGER SUB, INC., a Delaware corporation (the “Initial Borrower”) (to be merged with and into ▇▇▇▇ GROUP INC., a Delaware corporation (“▇▇▇▇ Group”), pursuant to the Closing Date Merger (such term and each other capitalized term used but not defined herein or in the Recitals below having the meaning given to it in Article I), with ▇▇▇▇ Group as the survivor of such Closing Date Merger; the Initial Borrower or ▇▇▇▇ Group, as applicable, in its capacity as the borrower hereunder being referred to herein as the “Borrower”), ▇▇▇▇ Holdings, INC., a Delaware corporation and the direct parent of the Borrower (“Holdings”), the other Guarantors party hereto from time to time, the lending institutions party hereto from time to time as lenders (the “Lenders”), FIRST EAGLE ALTERNATIVE CREDIT, LLC (as successor by merger to FIRST EAGLE PRIVATE CREDIT, LLC (f/k/a NEWSTAR FINANCIAL, INC.), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) and CITIBANK, N.A. (“Citibank”), as administrative agent for the Revolving Lenders (in such capacity, the “Revolving Administrative Agent”) and as an Issuing Bank.

WITNESSETH:

WHEREAS, the Closing Date Investors acquired indirectly all of the issued and outstanding Equity Interests of each of ▇▇▇▇ Group and Xpedition Holdings, Inc., a Delaware corporation (“Xpedition” and, together with ▇▇▇▇ Group, the “▇▇▇▇ Target”), pursuant to the Stock Purchase Agreement and Agreement and Plan of Merger, dated as of September 8, 2017 (the “▇▇▇▇ Acquisition Agreement”), among the Initial Borrower, Holdings, ▇▇▇▇ Group and the Seller;

WHEREAS, pursuant to the ▇▇▇▇ Acquisition Agreement, prior to the Closing Date, (a) the Seller and its direct and indirect parents distributed shares of capital stock of ▇▇▇▇ Group (the “Distributed Shares”) to the Rollover Investors, (b) the Rollover Investors contributed the Distributed Shares to Parent in exchange for equity interests of Parent and (c) Parent contributed the Distributed Shares to Holdings (the “Contribution”);

WHEREAS, pursuant to the ▇▇▇▇ Acquisition Agreement, Holdings acquired (together with the Contribution, the “▇▇▇▇ Acquisition”) all of the issued and outstanding Equity Interests of the ▇▇▇▇ Target that are not Distributed Shares by (a) the merger (the “Closing Date Merger”) of the Initial Borrower with and into ▇▇▇▇ Group with ▇▇▇▇ Group as the surviving person and (b) the acquisition by Holdings of the issued and outstanding Equity Interests of Xpedition;

WHEREAS, to fund, in part, the ▇▇▇▇ Acquisition, the Closing Date Investors provided an equity investment (the “Equity Contribution”) in Holdings or its direct or indirect parent company of at least 50% of an amount equal to the sum of (a) the Equity Contribution and (b) the aggregate principal amount of the Initial Term Loans incurred on the Closing Date, with all of such equity investment to be made in cash in exchange for common Equity Interests (or, solely in the case of the Rollover Investors, rollover into common Equity Interests), the cash proceeds of which were applied to consummate the Transactions or, to the extent not so applied, contributed to the Borrower in cash in respect of common Equity Interests;

WHEREAS, to also fund, in part, the ▇▇▇▇ Acquisition and for the other purposes set forth in Section 3.11, the Borrower requested the Lenders to extend credit to the Borrower, in each case on the Closing Date, in the form of (a) Initial Term Loans in an aggregate principal amount of $160,000,000, (b) Delayed Draw Term Loan Commitments in an aggregate principal amount of $40,000,000, and (c) Revolving Credit Commitments in an aggregate principal amount of $20,000,000; and

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WHEREAS, (a) the Borrower has agreed to secure all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a Lien on substantially all of its assets pursuant to the Security Documents (subject to exceptions noted herein and therein) and (b) the Guarantors have agreed to guarantee the Obligations of the Borrower hereunder and to secure their respective Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a Lien on substantially all of their respective assets pursuant to the Security Documents (subject to exceptions noted herein and therein).

NOW, THEREFORE, on the basis of the foregoing and the mutual covenants and other agreements set forth herein, the Lenders are willing to extend such credit to the Borrower and each Issuing Bank is willing to issue letters of credit for the account of the Borrower and its Subsidiaries, in each case, on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto hereby agree as follows:

“ABR Loan” shall mean any Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“Acceptable Intercreditor Agreement” means an intercreditor agreement, the terms of which are reasonably satisfactory to the Collateral Agent and the Borrower; provided, however, that no intercreditor agreement shall be an Acceptable Intercreditor Agreement unless the terms thereof satisfy the Revolver Payment Priority Principles.

“Account” shall mean an account (as that term is defined in the UCC).

“Acquired EBITDA” shall mean, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to Holdings and the Subsidiaries in the definition of “Consolidated EBITDA” were references to such Acquired Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

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

“Acquisition” shall mean any transaction or series of related transactions, consummated on or after the Closing Date, by which the Borrower directly, or indirectly through one or more Subsidiaries, (a) acquires any business, division thereof or line of business, or all or substantially all of the assets, of any person, whether through purchase of assets, merger or otherwise, or (b) acquires Equity Interests of any person having at least a majority of the ordinary voting power of the then outstanding Equity Interests of such person (any such business, division, line of business, assets or person so acquired, a “Target”).

“Additional Lenders” shall have the meaning assigned to such term in Section 2.17(b).

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor thereof pursuant to Article IX.

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“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form provided by the Administrative Agent.

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

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified. Notwithstanding the foregoing, in no event shall Blackstone, any Blackstone Designees or any Affiliate of Blackstone or of any Blackstone Designee constitute an Affiliate of Holdings and its Subsidiaries for purposes of this Agreement and the other Loan Documents.

“Affiliated Lender” shall mean a Lender that is a Closing Date Investor pursuant to any of clauses (a), (b), (c) or (d) of the definition thereof, or any Affiliate of the foregoing. In no event shall Blackstone, any Blackstone Designees or any Affiliate of Blackstone or any Blackstone Designee constitute an Affiliated Lender for purposes of this Agreement and the other Loan Documents.

“Affiliate Transaction” shall have the meaning assigned to such term in Section 6.11(a).

“Agency Fee Letter” shall mean that certain Fee Letter, dated as of even date herewith, by and between the Borrower, the Administrative Agent and the Collateral Agent.

“Agents” shall mean the Revolving Administrative Agent, the Administrative Agent and the Collateral Agent; and “Agent” shall mean either of them, in each case, as the context may require.

“Aggregate Commitments” shall mean the Commitments of all the Lenders.

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

“Agreed Security Principles” shall mean the security principles set forth on Exhibit J.

“All-In Yield” shall mean, with respect to any Indebtedness, the effective yield on such Indebtedness determined in a manner consistent with generally accepted financial practices, taking into account the applicable interest rate margins, any interest rate floors (the effect of which floors shall be determined in a manner set forth in the proviso below), or similar devices and upfront or similar fees or original issue discount (amortized over the shorter of (i) the remaining weighted average life to maturity of such Indebtedness and (ii) the four years following the date of incurrence thereof) payable generally to Lenders or other institutions providing such Indebtedness, but excluding any arrangement, underwriting, structuring, ticking, commitment or other fees payable in connection therewith that are not generally shared with the relevant lenders providing such Indebtedness and, if applicable, consent fees for an amendment paid generally to consenting Lenders; provided that with respect to any Indebtedness that includes an interest rate floor, (a) to the extent that Term SOFR (with an Interest Period of three months) (without giving effect to any floors in such definitions) on the date that the All-In Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the All-In Yield, and (b) to the extent that Term SOFR (with an Interest Period of three months) (without giving effect to any floors in such definitions) on the date that the All-In Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the All-In Yield.

“Alternate Base Rate” shall mean, for any day, a fluctuating rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the greatest of (a) the Base Rate in effect on

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such day, (b) the Federal Funds Effective Rate in effect on such day, plus 0.50% and (c) Term SOFR for an Interest Period of one (1) month commencing on such day, plus 1.00%, in each instance, as of such date of determination. If the Revolving Administrative Agent or Administrative Agent, as applicable, shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of such Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.

“Anti-Corruption Laws” shall mean any and all Requirements of Law concerning or relating to bribery or corruption applicable to Holdings or its Subsidiaries by virtue of such Person being organized or operating in any applicable jurisdiction.

“Anti-Terrorism Laws” shall mean any and all Requirements of Law related to terrorism financing or money laundering issued or promulgated by a Governmental Authority that are applicable to Holdings or its Subsidiaries by virtue of such Person being organized or operating in the applicable jurisdiction of such Governmental Authority, including OFAC and the Trading with the Enemy Act.

“Applicable Loan Margin” shall mean, as of any day:

(I) with respect to Initial Term Loans (including, for the avoidance of doubt, the Sixteenth Amendment Incremental Term Loans) and Delayed Draw Term Loans, (a) until delivery of a Compliance Certificate with respect to the first full fiscal quarter ending after the Fifteenth Amendment Effective Date pursuant to Section 5.01(d), (i) 4.75% per annum for Term SOFR Loans and (ii) 3.75% per annum for ABR Loans and (b) thereafter, the following percentages per annum, based upon the Total Net Leverage Ratio as specified in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.01(d):

Pricing Level	Total Net Leverage Ratio	Term SOFR Loans	ABR Loans
1	> 6.25:1.00	5.25%	4.25%
2	< 6.25:1.00 and > 5.50:1.00	5.00%	4.00%
3	< 5.50:1.00	4.75%	3.75%

 

(II) with respect to Revolving Credit Loans and unused Revolving Credit Commitments under the Revolving Facility and Letter of Credit fees, 2.75% per annum for Term SOFR Loans and Letter of Credit fees, (ii) 1.75% per annum for Base Rate Loans and (iii) 0.375% per annum for the Commitment Fee Rate for unused Revolving Credit Commitments.

Any increase or decrease in the Applicable Loan Margin resulting from a change in the Total Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.01(d)); provided that, in the case of clause (I) above, “Pricing Level 1” (as set forth above) shall automatically apply to the applicable Class as of (x) the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) or (y) the first Business Day after an Event of Default under Section 8.01(a) or (b) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which

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such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply); provided, however, that notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Loan Margin for any period shall be subject to Section 2.06(f).

Notwithstanding the foregoing, (x) the Applicable Loan Margin in respect of any Class of (I) Extended Revolving Credit Loans and Extended Revolving Credit Commitments or (II) Extended Term Loans, in each case, established pursuant to an Extension Amendment, shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (y) the Applicable Loan Margin in respect of any Class of Incremental Term Loans or any Class of Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans in respect thereof) shall be the applicable percentages per annum set forth in the relevant Incremental Amendment and (z) in the case of the Initial Term Loans and the Delayed Draw Term Loans, the Applicable Loan Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.17(d)(i)(E).

“Applied Avionics Acquisition” shall mean the acquisition by the Borrower, directly or indirectly, of 100% of the Equity Interests of Applied Avionics, LLC, a Delaware limited liability company, formerly Applied Avionics, Inc., a Texas corporation) pursuant to the Applied Avionics Acquisition Agreement and the transactions related thereto.

“Applied Avionics Acquisition Agreement” shall mean that certain Purchase Agreement, dated as of July 18, 2024, by and among AAI Holdings, Inc., Shareholder Representative Services LLC, Applied Avionics, Inc. and the Borrower (as amended, supplemented or otherwise modified from time to time).

“Approved Fund” shall mean, with respect to any Lender, any person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person)) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is managed, administered, advised or sub-advised by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers or manages such ▇▇▇▇▇▇.

“Asset Sale” shall mean any conveyance, sale, lease, sublease, assignment, transfer or other disposition (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of any property, excluding (a) sales of inventory and dispositions of cash and Cash Equivalents, in each case, in the ordinary course of business, by Holdings or any of its Subsidiaries and in a manner not otherwise prohibited hereunder; (b) fundamental changes permitted by Section 6.03(a), (b) and (d)(ii); (c) dispositions of obsolete, worn out or permanently retired assets or the disposition in the ordinary course of business of assets no longer used or useful in the conduct of the Companies’ business; (d) Equity Issuances by Holdings; (e) any conveyance, sale, lease, sublease, assignment, transfer, or other disposition by (i) any Loan Party to any other Loan Party or (ii) any Subsidiary that is not a Loan Party to any Loan Party or any other Subsidiary that is not a Loan Party; (f) any trade-in of an asset in the ordinary course of business, or sale or other disposition of property to the extent exchanged for credit against the purchase price of similar replacement property or the proceeds of such sale or disposition are promptly applied to the purchase price of similar replacement property; (g) the incurrence of Permitted Liens, (h) the making of Permitted Investments; (i) the making of Restricted Payments permitted hereunder; (j) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for other property used or useful in the conduct of the Companies’ business; (k) (i) the lease, assignment or sublease, license or sublicense of any real or personal property in the ordinary course of business and (ii) the exercise of termination rights with respect to any lease, sublease, license or sublicense or other agreement in the ordinary course of business; (l) improvements made to leased real property

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disposed of to landlords pursuant to customary terms of leases entered into in the ordinary course of business; (m) any disposition of Receivables Assets in connection with any Receivables Facility permitted hereunder; (n) the conversion of accounts receivable to notes receivable or other dispositions of accounts receivable in the ordinary course of business in connection with the collection thereof; (o) the unwinding of any Hedging Obligations; (p) the intentional lapse or abandonment of intellectual property rights in the ordinary course of business or consistent with past practice, which in the reasonable good faith determination of the Borrower, are not material to the conduct of the business of Holdings and its Subsidiaries taken as a whole; and (q) any other conveyance, sale, lease, sublease, assignment, transfer or other disposition for an aggregate fair market value not to exceed the greater of (I) $12.0 million and (II) 10.0% of Consolidated EBITDA of Holdings and its Subsidiaries for the most recently ended Test Period per fiscal year.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an assignee in substantially the form of Exhibit A or such other form as may be reasonably acceptable to the applicable Agent, in each case, that is provided to the applicable Agent.

“Auction” shall have the meaning assigned to such term in Section 10.04(f)(ii).

“Auction Manager” shall mean (a) the Administrative Agent or (b) any other financial institution or advisor engaged by the Borrower (whether or not an Affiliate of the Administrative Agent), reasonably acceptable to the Administrative Agent (acting at the direction of the Required Lenders), to act as an arranger in connection with any Auction pursuant to Section 10.04(f)(ii); provided, that the Administrative Agent shall not be designated as the Auction Manager without the written consent of the Administrative Agent (it being understood and agreed that the Administrative Agent shall be under no obligation to agree to act as the Auction Manager); provided, further, that none of Holdings or its Subsidiaries or Affiliates or any Affiliated Lender may act as the Auction Manager.

“Auditors’ Determination” shall have the meaning assigned to such term in Section 7.12(b)(vi)(F).

“Auto-Renewal Letter of Credit” shall have the meaning assigned to such term in Section 2.02(c)(ii).

“Available Incremental Amount” shall mean, at any time from and after the Fifteenth Amendment Effective Date, the sum of (A) the greater of $116,000,000 and 100% of Consolidated EBITDA of Holdings and its Subsidiaries for the most recently ended Test Period (calculated on a Pro Forma Basis) (the “Incremental Starter Basket”), plus (B) the aggregate amount of all voluntary prepayments and repurchases of the Initial Term Loans, other Term Loans, Incremental Equivalent Debt and any other Indebtedness, in each case, to the extent (x) incurred in reliance on clause (A) above or this clause (B) or (y) secured on a pari passu basis with the Initial Term Loans (including, in each case, repurchases at or below par), in each case, in the principal amount of indebtedness prepaid or repurchased, and voluntary reductions of Revolving Credit Commitments, Incremental Revolving Credit Commitments and Incremental Equivalent Debt in the form of revolving credit commitments, in each case, to the extent (x) incurred in reliance on clause (A) above or this clause (B) or (y) secured on a pari passu basis with the Initial Term Loans and, in each case, made prior to the date of any such incurrence; provided that the relevant prepayment or assignment and purchase is not funded with long-term indebtedness (other than revolving indebtedness) (the “Prepayment Basket”) plus (C) an unlimited amount (the “Ratio-Based Incremental Basket”) so long as, on a Pro Forma Basis determined on the basis of the financial statements most recently required to be delivered to the Administrative Agent pursuant to Section 5.01(a) or (b), as the case may be (and assuming in the case of any Incremental Revolving Credit Commitment that is then being established, that any such Incremental Revolving Credit Commitments are drawn in full) and after giving

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effect to the use of proceeds thereof, (1) in the case of Incremental Revolving Credit Commitments and Incremental Term Loan Commitments secured on a pari passu or junior lien basis with the Term Loans, the Total Net Leverage Ratio shall not exceed 5.50:1.00 and (2) in the case of Incremental Revolving Credit Commitments and Incremental Term Loan Commitments that are unsecured, the Total Net Leverage Ratio shall not exceed 6.50:1.00 (provided that to the extent the proceeds of any Incremental Facility are intended to be applied to finance a Limited Condition Transaction, the Total Net Leverage Ratio shall be tested as of the applicable Limited Conditionality Test Date), plus (D) in each case without duplication of the replaced or refinanced Loan or terminated Commitment (1) in the case of an Incremental Facility that serves to effectively extend the maturity of any Term Loans (or the Revolving Credit Loans and/or Revolving Credit Commitments) that are secured on a pari passu basis with the Initial Term Loans (or Revolving Loans), an amount equal to the portion of such Term Loans (or Revolving Credit Loans and/or Revolving Credit Commitments) to be concurrently replaced with such Incremental Facility and (2) in the case of any Incremental Facility that effectively replaces any Revolving Credit Commitment terminated pursuant to Section 2.15, an amount equal to the portion of the relevant Revolving Credit Commitments being concurrently terminated plus (E) the amount of Incremental Revolving Credit Commitments established on the Fifteenth Amendment Effective Date in a committed amount of $50,000,000 plus (F) $100,000,000 to establish Delayed Draw Term Loan Commitments on the Fifteenth Amendment Effective Date; provided, that, (w) the Borrower shall not be required to comply with the applicable Total Net Leverage Ratio in connection with the establishment of any Incremental Facility in the form of a delayed draw term loan facility under the Ratio-Based Incremental Basket as long as compliance with such Total Net Leverage Ratio, as applicable, is required in connection with any borrowing thereunder, (x) any Incremental Facility may be incurred under the Ratio-Based Incremental Basket regardless of whether there is capacity under the Incremental Starter Basket or the Prepayment Basket, (y) any substantially concurrent utilization of the Incremental Starter Basket or the Prepayment Basket (or any Revolving Credit Loans) shall be disregarded in calculating the Total Net Leverage Ratio for purposes of the Ratio-Based Incremental Basket and (z) any portion of any Incremental Facilities incurred in reliance on clause (A) or (B) shall automatically be reclassified as incurred under clause (C) at any time the Borrower satisfies the applicable Total Net Leverage Ratio under clause (C) on a Pro Forma Basis.

“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.10(f) or (y) if the then current Benchmark is not a term rate nor based on a term rate, any payment period for interest calculated with reference to such Benchmark pursuant to this Agreement as of such date.

“Bail-In Legislation” shall mean, (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 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).

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“Base Rate” shall mean, for any day, a rate per annum equal to (x) in the case of the Revolving Credit Loans, the rate of interest in effect for such day as announced from time to time by the Revolving Administrative Agent as its “prime rate” and (y) in the case of any Term Loans, the rate last quoted by The Wall Street Journal as the “base rate on corporate loans posted by at least 70% of the nation’s largest banks” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent (which determination shall be conclusive absent manifest error)) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent (which determination shall be conclusive absent manifest error)). Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the base rate for corporate loans or the “bank prime loan” rate, as the case may be.

“Base Rate Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.

“Basket” means any amount, threshold, exception or value (including by reference to the First Lien Net Leverage Ratio, Total Net Leverage Ratio, Consolidated EBITDA or Consolidated Total Assets) permitted or prescribed with respect to any Lien, Indebtedness, Asset Sale, Investment, Restricted Payment, transaction, action, judgment or amount under any provision in this Agreement or any other Loan Document.

“Benchmark” shall mean initially, Term SOFR Reference Rate; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.10(b) or (c).

“Benchmark Replacement” shall mean, with respect to any Benchmark Transition Event or an Early Opt-in Election, as applicable, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent (at the direction of the Required Lenders) and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that in no event shall Benchmark Replacement be less than the Floor.

“Benchmark Replacement Adjustment” shall mean, 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 (at the direction of the Required Lenders) and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark:

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

(2) in the case of clause (3) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date; or

(3) in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

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

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

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

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

“Benchmark Unavailability Period” shall mean the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.10 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.10.

“Blackstone” shall mean Blackstone Alternative Credit Advisors LP.

“Blackstone Designees” shall mean (a) Blackstone Holdings Finance Co. LLC and (b) any fund or account managed, advised, or sub-advised by Blackstone or its Affiliates.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Board of Directors” shall mean, with respect to any person, (a) in the case of any corporation, the board of directors of such person, (b) in the case of any limited liability company, the board of managers, board of directors, sole member or managing member, as applicable, of such person, (c) in the case of any partnership, the board of directors (or equivalent governing body) of the general partner of such person, and (d) in any other case, the functional equivalent of the foregoing.

“Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Borrowing” shall mean a borrowing consisting of simultaneous Loans of the same Class and of the same Type and, in the case of Term SOFR Loans, having the same Interest Period.

“Borrowing Request” shall mean a request by the Borrower for a Borrowing of Loans in accordance with Section 2.03, substantially in the form of Exhibit B or such other form as is reasonably acceptable to the applicable Agent.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law to close; provided, however, that when used in connection with a Term SOFR Loan, the term “Business Day” shall be a day which is a U.S. Securities Business Day.

“Capital Expenditures” shall mean all expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of Holdings and its Subsidiaries, but excluding expenditures made in connection with the purchase, replacement, substitution or restoration of assets to the extent (a) financed from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced or restored, (b) financed with cash awards of compensation arising from Casualty Events, (c) made as a tenant in leasehold improvements to the extent reimbursed by a landlord or reimbursed by a third party, (d) constituting a trade-in of an asset in the ordinary course of business to the extent no cash expenditure was made in connection therewith or (e) purchases of replacement property to the extent financed with a credit from the sale or other disposition of similar property or otherwise paid for with the proceeds of a sale or disposition of similar property that are promptly applied to such purchase price.

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“Capital Lease” shall mean, as applied to any Person, any lease of any property (whether real, personal, or mixed) by that Person as lessee that, in conformity with GAAP, is, or is required to be, accounted for as a finance lease on the balance sheet of that Person (for the avoidance of doubt, subject to Section 1.04).

“Capital Lease Obligations” shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of a Capital Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP (for the avoidance of doubt, subject to Section 1.04); provided that Capital Lease Obligations shall, for the avoidance of doubt, exclude all Non-Finance Lease Obligations.

“Cash Equivalents” shall mean, as to any person, (a) (i) Dollars, (ii) Euros, Yen, Canadian Dollars, Sterling or any national currency of any participating member state of the EMU, and (iii) in the case of any Foreign Subsidiary or any jurisdiction in which the Borrower or any Subsidiary conducts business, such other local currencies held by it from time to time in the ordinary course of business; (b) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such person; (c) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Service or ▇▇▇▇▇’▇ Investors Service Inc.; (d) time deposits, overnight bank deposits and certificates of deposit of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500,000,000 with maturities of not more than one year from the date of acquisition by such person; (e) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (b) above entered into with any bank meeting the qualifications specified in clause (d) above; (f) commercial paper issued by any person incorporated in the United States rated at least A-1 or the equivalent thereof by Standard & Poor’s Rating Service or at least P-1 or the equivalent thereof by ▇▇▇▇▇’▇ Investors Service Inc., and in each case maturing not more than one year after the date of acquisition by such person; (g) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (f) above; and (h) demand deposit accounts maintained in the ordinary course of business.

“Cash Management Agreement” shall mean any agreement entered into from time to time by Holdings or any Subsidiary in connection with cash management services for collections, other Cash Management Services and for operating, payroll and trust accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.

“Cash Management Bank” shall mean any person that enters into a Cash Management Agreement with Holdings or any Subsidiary; provided that, in the case of any Secured Cash Management Agreement, if such person is not a Lender, (a) such person and the Secured Cash Management Agreement between such person and Holdings or its relevant Subsidiary are reasonably acceptable to the Administrative Agent and Collateral Agent (in each case, acting at the direction of the Required Lenders) and (b) such person executes and delivers to the Agents a letter agreement in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent (in each case, acting at the direction of the Required Lenders) and the Borrower pursuant to which such person (i) appoints such Agents as its agents under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Article IX and Section

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8.03 of this Agreement and corresponding or similar provisions in any Security Document, in each case, as if it were a Lender.

“Cash Management Obligations” shall mean obligations owed by Holdings or any Subsidiary to any Cash Management Bank in connection with, or in respect of, any Cash Management Services.

“Cash Management Services” shall mean (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services; (b) treasury management services (including controlled disbursement, overdraft, automatic clearing house fund transfer services, return items and interstate depository network services); (c) foreign exchange, netting and currency management services and (d) any other demand deposit or operating account relationships or other cash management services, including under any Cash Management Agreements.

“Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any equipment, fixed assets, or real property of Holdings or any of its Subsidiaries. “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of any person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq., and all implementing regulations.

“CFC” shall mean a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.

“CFC Holdco” shall mean a direct or indirect Subsidiary that (i) has no material assets other than the capital stock and, if applicable, indebtedness of one or more subsidiaries that are Foreign Subsidiaries that are CFCs or other CFC Holdcos or (ii) is treated as a disregarded entity for U.S. federal income tax purposes and owns capital stock of one or more Foreign Subsidiaries that are CFCs or other CFC Holdcos.

“Change in Control” shall be deemed to have occurred if:

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Notwithstanding anything to the contrary in this definition or any provision of the Exchange Act, (A) if any group includes one or more Permitted Holders, the issued and outstanding Capital Stock of Holdings directly or indirectly owned by the Permitted Holders that are part of such group shall not be treated as being beneficially owned by such group or any other member of such group for purposes of this definition, (B) a Person or group shall be deemed not 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 the securities in connection with the transactions contemplated by such agreement and (C) a Person or group will be deemed not to beneficially own the Capital Stock of another Person as a result of its ownership of Capital Stock or other securities of such other Person’s parent (or related contractual rights) unless it owns 50% or more of the Voting Stock of such Person’s parent.

 

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or effectiveness of any law, treaty, order, policy, rule or regulation; (b) any change in any law, treaty, order, policy, rule or regulation or in the administration, interpretation, implementation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities pursuant to Basel III, in each case, shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Charges” shall have the meaning assigned to such term in Section 10.14.

“CIP Regulations” shall have the meaning assigned to such term in Section 9.08.

“Class” shall mean, with respect to the Loans and Commitments hereunder, the nature of such Loans and Commitments as (a) Initial Term Loans (including, for the avoidance of doubt, the Sixteenth Amendment Incremental Term Loans) and Initial Term Loan Commitments (including, for the avoidance of doubt, the Sixteenth Amendment Incremental Term Commitments), (b) Delayed Draw Term Loans and Delayed Draw Term Loan Commitments, (c) Extended Revolving Credit Loans and Extended Revolving Credit Commitments established pursuant to an Extension Amendment, (d) Incremental Term Loans and Incremental Term Loan Commitments, in each case, funded on the same date pursuant to the same terms and conditions, (e) Extended Term Loans established pursuant to an Extension Amendment, (f) Revolving Credit Loans and Revolving Credit Commitments or (g) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, in each case, funded on the same date pursuant to the same terms and conditions.

“Closing Date” shall mean the date on which the Initial Term Loans were funded pursuant to Section 2.01 hereunder.

“Closing Date Investors” shall mean (a) the Sponsor and its Controlled Investment Affiliates; (b) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇; (c) ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (d) Great Point Ventures, LLC (an investment vehicle of ▇▇▇▇ ▇▇▇▇) and (e) Blackstone and/or certain Blackstone Designees designated by Blackstone.

“Closing Date Material Adverse Effect” shall have the meaning assigned to “Material Adverse Effect” in the ▇▇▇▇ Acquisition Agreement.

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“Closing Date Merger” shall have the meaning assigned to such term in the third recital hereto.

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

“Collateral” shall mean, collectively, all of the Security Agreement Collateral, the Mortgaged Property and all other real and personal property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor thereof pursuant to Article X.

“Commercial Tort Claims” shall have the meaning assigned to such term in the UCC.

“Commitment Fee” shall have the meaning assigned to such term in the Section 2.05(b).

“Commitments” shall mean Initial Term Loan Commitments, Delayed Draw Term Loan Commitments, Sixteenth Amendment Incremental Term Loan Commitments, Incremental Term Loan Commitments, Incremental Revolving Credit Commitments, Term Commitments or Revolving Credit Commitments, as the context may require.

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

“Communications” shall have the meaning assigned to such term in Section 10.01(b).

“Companies” shall mean Holdings and its Subsidiaries, including the Borrower; and “Company” shall mean any one of them.

“Compliance Certificate” shall mean a certificate of a Financial Officer of Holdings, substantially in the form of Exhibit C or such other form as may be reasonably acceptable to the Administrative Agent (acting at the direction of the Required Lenders).

“Conforming Changes” shall mean, with respect to the use or administration of Term 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 breakage provisions and other technical, administrative or operational matters) that the Revolving Administrative Agent and the Administrative Agent, as applicable, decides, in consultation with the Borrower, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the applicable Agent in a manner substantially consistent with market practice (or, if the applicable Agent decides that adoption of any portion of such market practice is not administratively feasible or if the applicable Agent determines, in consultation with the Borrower, that no market practice for the administration of any such rate exists, in such other manner of administration as such Agent decides, in consultation with the Borrower, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

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“Consolidated Depreciation and Amortization Expense” shall mean, for any Test Period, all depreciation and amortization expense of Holdings and its Subsidiaries and amortization of capitalized software expenditures, all as determined for Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” shall mean, for any Test Period, Consolidated Net Income for such Test Period, plus (without duplication), in each case (other than in the case of clauses (i) and (s) below), to the extent deducted in the calculation of Consolidated Net Income for such Test Period:

(a) the sum of the amounts for such Test Period included in determining such Consolidated Net Income of (i) Consolidated Interest Expense, (ii) Consolidated Income Tax Expense, and (iii) Consolidated Depreciation and Amortization Expense;

(b) any non-cash charges or losses; provided, that any non-cash charges or losses shall be treated as cash charges or losses in any subsequent Test Period during which cash disbursements attributable thereto are made;

(c) any extraordinary, unusual, non-recurring or exceptional expenses, losses or charges;

(d) reasonable and documented expenses paid to non-Affiliates (or, solely in the case of clauses (i)(x) and (iii) below, Affiliated Lenders in their capacities as Lenders hereunder) relating to (i) (x) the execution, delivery and performance of the Loan Documents and the borrowings of the Initial Term Loans hereunder or (y) the other Transactions, in each case, solely to the extent paid or accrued on or prior to December 31, 2017, (ii) [reserved], (iii) refinancing transactions or amendments or other modifications of the Indebtedness under this Agreement (in each case, whether or not completed) or (iv) Permitted Acquisitions and, to the extent not prohibited hereunder, Investments, recapitalizations, dispositions, issuances or repayments of Indebtedness, issuances of Equity Interests (including, for the avoidance of doubt, the IPO), sale processes, refinancing transactions or amendments or other modifications of any Indebtedness (other than any such refinancing transactions or amendments or other modifications of Indebtedness to the extent covered by clause (iii) above) (in each case, whether or not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction;

(e) any integration expenses, business optimization expenses, operating improvement expenses and other restructuring charges, accruals or reserves (including, for the avoidance of doubt, retention costs, severance costs, systems development and establishment costs, costs associated with office and facility openings, closings and consolidations, and relocation costs, conversion costs, excess pension charges, curtailments and modifications to pension and post-employment employee benefit plan costs or charges, contract termination costs, expenses attributable to the implementation of cost savings initiatives and professional and consulting fees incurred in connection with any of the foregoing) incurred during such Test Period, which costs and expenses are specified in reasonable detail in a certificate signed by a Financial Officer and delivered to the Administrative Agent;

(f) any losses incurred at “de novo” facilities, including certain non-capitalized start-up costs, which losses are directly associated with the opening of any such “de novo” facility and incurred within the twelve-month period following the opening of such “de novo” facility, in an aggregate amount pursuant to this clause (f) not to exceed $7,500,000 in any Test Period;

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(g) Board of Directors fees, indemnities and related expenses paid or reimbursed to the extent permitted to be paid or reimbursed in accordance with this Agreement;

(h) any costs and expenses incurred in connection with the Borrower or any Subsidiary making a borrowing pursuant to the Paycheck Protection Program;

(i) proceeds from business interruption insurance (to the extent not reflected as revenue or income in such statement of Consolidated Net Income);

(j) (i) any loss, expense or charge (including all reasonable fees and expenses or charges relating thereto) from abandoned, closed, disposed or discontinued operations and (ii) any losses on disposal of abandoned, closed or discontinued operations;

(k) any loss, expense or charge (including all reasonable fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions, other than in the ordinary course of business, as determined in good faith by a Financial Officer;

(l) any non-cash loss attributable to the mark-to-market movement in the valuation of hedging obligations (including hedging obligations entered into for the purpose of hedging against fluctuations in the price or availability of any commodity) or other derivative instruments pursuant to Financial Accounting Standards Board Statement No. 133 “Accounting for Derivative Hedging Instruments”;

(m) any costs or expenses incurred in connection with Restricted Payments made pursuant to Section 6.07(b)(i) or (viii);

(n) except to the extent such Subsidiary income has been paid or otherwise distributed in cash to the relevant third parties, minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted (and not added back in such period to Consolidated Net Income);

(o) all non-cash expenses resulting from any employee retention plan, employee benefit or management compensation plan or the grant of equity and equity options to employees of such Person or any of its Subsidiaries pursuant to a written plan or agreement (including expenses arising from the grant of equity and equity options prior to the Closing Date or relating to the implementation thereof) or the treatment of such options under variable plan accounting;

(p) any costs or expenses incurred pursuant to any management equity plan or share option plan or any other management or employee benefit plan or agreement or share subscription or shareholder agreement, to the extent such costs or expenses are funded with cash proceeds contributed to the common capital of such Person or the Net Cash Proceeds of any issuance of Equity Interests not constituting Disqualified Capital Stock;

(q) charges, losses, lost profits, expenses (including litigation expenses, fees and charges) or write-offs to the extent indemnified or insured by a third party, including expenses or losses covered by indemnification provisions or by any insurance provider in connection with the Transactions, a Permitted Acquisition or any other Investment, disposition or any Casualty Event, in each case, to the extent not prohibited hereunder and to the extent that coverage has not been denied and so long as such amounts are actually reimbursed in cash within twelve months after the related amount is first added to Consolidated EBITDA pursuant to this clause (r) (and if not so

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reimbursed within twelve months, such amount shall be deducted from Consolidated EBITDA during the next measurement period);

(r) cash receipts (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated EBITDA in any period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant to clauses (v) through (y) below for any previous Test Period and not added back;

(s) the amount of “run‑rate” cost savings, synergies and operating expense reductions resulting from, or related to, mergers and other business combinations, acquisitions, investments, divestitures, dispositions, discontinuance of activities or operations or other Specified Transactions, restructurings, cost savings initiatives, operational changes and other similar initiatives (including, for the avoidance of doubt, acquisitions occurring prior to the Fifteenth Amendment Effective Date) that are reasonably identifiable and projected by the Borrower in good faith to result from actions either taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 24 months after such merger or other business combination, acquisition, investment, divestiture, disposition, discontinuance of activities or operations or other Specified Transaction, restructuring, cost savings initiative, operational change or other similar initiative is consummated (or undertaken or implemented prior to consummation of the acquisition or other applicable transaction (including any actions taken on or prior to the Fifteenth Amendment Effective Date)); provided that such “run‑rate” cost savings, synergies and operating expense reductions added back pursuant to this clause (s) are net of the amount of actual benefits realized from such actions during such period (it is understood and agreed that “run‑rate” means the full recurring benefit that is associated with any action taken or with respect to which substantial steps have been taken or are expected to be taken, whether prior to or following the Fifteenth Amendment Effective Date) (which adjustments may be incremental to (but not duplicative of) pro forma cost savings, synergies or operating expense reduction adjustments made pursuant to the definition of Pro Forma Basis); provided, further that the aggregate amount added back pursuant to this clause (s) in any Test Period, when aggregated with the amount of any increase for such period in Consolidated EBITDA as a result of any “run-rate” cost savings, synergies and operating expense reductions pursuant to the definition of “Pro Forma Basis” in such Test Period, shall not exceed 30.0% of Consolidated EBITDA of Holdings and its Subsidiaries for such Test Period (calculated after giving effect to amounts added back under this clause (s) and all other applicable addbacks);

(t) Public Company Costs; and

(u) adjustments, exclusions and add-backs consistent with Regulation S-X (as in effect immediately prior to giving effect to the amendments thereto that became effective on January 1, 2021) of the Securities and Exchange Commission (or any successor agency);

minus (without duplication), in each case, to the extent included in the calculation of Consolidated Net Income for such Test Period:

(v) non-cash gains or income; provided that any non-cash gains or income shall be treated as cash gains or income in any subsequent Test Period during which cash receipts attributable thereto are received;

(w) any extraordinary or non-recurring income or gain;

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(x) any gain (including all fees and expenses or income relating thereto) attributable to business dispositions or asset dispositions, other than in the ordinary course of business, as determined in good faith by a Financial Officer; and

(y) (i) subject to the proviso in subclause (ii) of the succeeding paragraph, any gain or income (including all reasonable fees and expenses or charges relating thereto) from abandoned, closed, disposed or discontinued operations and (ii) any gains on disposal of abandoned, closed or discontinued operations;

in each case, as determined on a consolidated basis for Holdings and its Subsidiaries in accordance with GAAP; provided, however, that Consolidated EBITDA, subject to the succeeding paragraph, (a) for the fiscal quarter ended June 30, 2023, shall be deemed to be $29,492,000, (b) for the fiscal quarter ended September 30, 2023, shall be deemed to be $29,741,000, (c) for the fiscal quarter ended December 31, 2023, shall be deemed to be $29,492,000, and (d) for the fiscal quarter ended March 31, 2024, shall be deemed to be $33,030,000.

For the avoidance of doubt:

Unless the context otherwise requires, if no applicable Person is referenced, “Consolidated EBITDA” shall be deemed to refer to Consolidated EBITDA of Holdings and its Subsidiaries on a consolidated basis.

“Consolidated Income Tax Expense” shall mean, for any Test Period, all provisions for taxes based on the net income, profits or capital, including federal, provincial, territorial, foreign, state, local, franchise, excise and similar taxes and foreign withholding taxes paid or accrued during such period (including in respect of repatriated funds and any penalties and interest related to such taxes), in each case,

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of Holdings or any of its Subsidiaries (including, any additions to such taxes, and any penalties and interest with respect thereto), all as determined for Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated Indebtedness” shall mean, as at any date of determination, the aggregate amount, without duplication, of all funded Indebtedness pursuant to clauses (a), (b), (c), (d), (f) and (i) of the definition of “Indebtedness” (in the case of clause (i) of the definition of “Indebtedness”, solely to the extent of any unpaid reimbursement obligations in respect of any drawn letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions) of Holdings and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” shall mean, with respect to Holdings and its Subsidiaries on a consolidated basis, for any Test Period, interest expense determined in accordance with GAAP, adjusted, (i) to the extent not included, to include, without duplication, (a) interest income; (b) interest expense attributable to Capital Lease Obligations; (c) gains and losses on hedging or other derivatives to hedge interest rate risk; (d) fees and costs related to letters of credit, bankers’ acceptance financing, surety bonds and similar financings and (e) amortization or write-off of deferred financing fees, debt issuance costs, debt discount or premium, terminated hedging obligations and other commissions, financing fees and expenses; and (ii) to the extent included, to exclude, without duplication, any refunds or similar credits received in connection with the purchasing or procurement of goods or services under any purchasing card or similar program.

“Consolidated Net Income” shall mean, for any Test Period, the net income (or loss) of any Person on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, excluding without duplication:

(a) any net after-tax gains or losses (and all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness or hedging obligations or other derivative instruments;

(b) (i) the net income of any Person that is not a Subsidiary of such Person, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referenced person or a subsidiary thereof in respect of such period and (ii) the net income shall include any ordinary course dividend distribution or other payment in cash received from any Person in excess of the amounts included in clause (b)(i); provided, however, that Holdings’ equity in net loss of any such Person for such period shall be included in determining Consolidated Net Income solely to the extent that Holdings or any other Subsidiary has funded such loss;

(c) solely for the purpose of determining clause (b) of the Cumulative Amount, the net income of any Subsidiary of Holdings that is not a Loan Party during such period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income (i) is not permitted by operation of the terms of its Organizational Documents or any agreement, instrument or Requirement of Law applicable to such Subsidiary during such period, or (ii) would result in material adverse tax consequences to Holdings and its Subsidiaries, taken as a whole; provided, however, that the net income excluded from Consolidated Net Income pursuant to clause (c)(ii) shall be limited to the amount of any Tax liability that would be incurred upon payment of such dividend or similar distribution;

(d) the cumulative effect of a change in accounting principles during such period to the extent included in net income;

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(e) any increase in amortization or depreciation or any one-time non-cash charges or other effects resulting from purchase accounting (including in the inventory, property and equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items) in connection with the Transactions, any acquisition or Investment consummated prior to or after the Closing Date;

(f) any impairment charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP, which, without limiting the foregoing, shall include any impairment charges resulting from the application of Financial Accounting Standards Board Statements No. 142 and 144, and the amortization of intangibles arising pursuant to No. 141;

(g) any non-cash expenses realized or resulting from employee benefit plans or post-employment benefit plans, grants of stock appreciation or similar rights, stock options, restricted stock grants or other rights to officers, directors and employees of such Person or any of its Subsidiaries;

(h) any unrealized gain or loss due solely to fluctuations in currency values and the related tax effects, determined in accordance with GAAP; and

(i) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments, in each case in connection with Acquisitions consummated prior to the Closing Date and Permitted Acquisitions or, to the extent permitted hereunder, other Investments.

There shall be included in Consolidated Net Income, without duplication, the amount of any cash tax benefits related to the tax amortization of intangible assets in such period. Unless the context otherwise requires, if no applicable Person is referenced, “Consolidated Net Income” shall be deemed to refer to Consolidated Net Income of Holdings and its Subsidiaries on a consolidated basis.

“Consolidated Total Assets” shall mean, as of any date of determination, the consolidated total assets of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP (and, in the case of any determination relating to any Specified Transaction, on a pro forma basis including any property or assets being acquired in connection therewith).

“Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness or other obligations (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; or (d) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made

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(or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

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

“Contribution” shall have the meaning assigned to such term in the second recital hereto.

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

“Controlled Investment Affiliate” shall mean, as to any person, any other person which directly or indirectly is in Control of, is Controlled by, or is under common Control with, such person and is organized by such person (or any person Controlling such person) primarily for making equity or debt investments in Holdings or other portfolio companies.

“Corresponding Debt” shall have the meaning assigned to such term in Section 9.17(b).

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

“Credit Extension” shall mean, as the context may require, (i) the making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or the amendment, extension or renewal of any existing Letter of Credit, by the Issuing Bank.

“Cumulative Amount” shall mean, on any date of determination (the “Reference Date”), the sum of (without duplication):

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“Cure Amount” shall have the meaning assigned to such term in Section 8.04.

“Cure Expiration Date” shall have the meaning assigned to such term in Section 8.04.

“Cure Quarter” shall have the meaning assigned to such term in Section 8.04.

“DDTL Fee Letter” shall mean that certain Fee Letter, dated as of the Fifteenth Amendment Effective Date, by and between the Borrower and Blackstone.

“Debt Issuance” shall mean the Incurrence by Holdings or any of its Subsidiaries of Indebtedness on or after the Closing Date or the issuance of any Disqualified Capital Stock by the Borrower or any of its Subsidiaries after the Closing Date, in each case not permitted by Section 6.01.

“Declined Proceeds” shall have the meaning assigned to such term in Section 2.09(c).

“Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

“Default Excess” shall mean, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Percentage of the aggregate outstanding principal amount of Loans of all Revolving Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of their respective defaulted Loans) over the aggregate outstanding principal amount of Revolving Credit Loans of such Defaulting Lender.

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“Defaulting Lender” shall mean any Lender, as reasonably determined by the applicable Agent in a manner consistent with similar determinations by the applicable Agent in respect of other Lenders, that (a) has failed to fund any portion of its Loans or participations in Letters of Credit required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, (b) has notified the applicable Agent, the Issuing Bank, any Lender and/or the Borrower in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it committed to extend credit, (c) has failed, within three (3) Business Days after request by the applicable Agent or the Borrower, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit, (d) has otherwise failed to pay over to the applicable Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless such payment is the subject of a good faith dispute, or (e) in the case of a Lender that has a Commitment, or LC Exposure outstanding at such time, shall take, or is the Subsidiary of any Person that has taken, any action or be (or is) the subject of any action or proceeding of a type described in Section 8.01(g) or Section 8.01(h) (or any comparable proceeding initiated by a regulatory authority having jurisdiction over such Lender or such Person). For the avoidance of doubt, a Lender shall not be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in such Lender or its parent by a Governmental Authority.

“Delayed Draw Term Loan” shall mean the loans made from time to time after the Closing Date on any Delayed Draw Term Loan Funding Date pursuant to Section 2.01(b).

“Delayed Draw Term Loan Commitment” shall mean, with respect to any Lender, its obligation to make Delayed Draw Term Loans to the Borrower on any applicable Delayed Draw Term Loan Funding Date pursuant to Section 2.01(b) in the amount set forth opposite such ▇▇▇▇▇▇’s name on Schedule 2.01 under the caption “Delayed Draw Term Loan Commitment”. The aggregate amount of the Delayed Draw Term Loan Commitments on the Fifteenth Amendment Effective Date is $100,000,000.

“Delayed Draw Term Loan Funding Date” shall mean one or more dates on which Delayed Draw Term Loans are made.

“Delayed Draw Termination Date” shall mean the earlier to occur of (a) the date on which the Delayed Draw Term Loan Commitments have been reduced to $0 as a result of the funding thereof in full or the termination thereof in accordance with Section 2.07 and (b) May 10, 2026.

“Designated Noncash Consideration” shall mean the fair market value at the time received (as determined in good faith by the Borrower) of any non-cash consideration received by the Borrower or any Subsidiary in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, less the amount of cash or Cash Equivalents received in connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated Noncash Consideration. A particular item of Designated Noncash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 6.04.

“Disposed EBITDA” shall mean, with respect to any Disposed Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Disposed Entity or Business (determined as if references to Holdings and the Subsidiaries in the definition of Consolidated EBITDA were references to such Disposed Entity or Business and its respective Subsidiaries), all as determined on a consolidated basis for such Disposed Entity or Business.

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“Disposed Entity or Business” shall have the meaning assigned to such term in the definition of “Consolidated EBITDA.”

“Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date 91 days after the earlier of the Maturity Date or the date the Loans are no longer outstanding, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in (a) above, in each case at any time on or prior to the date 91 days after the earlier of the Maturity Date or the date the Loans are no longer outstanding, or (c) contains any repurchase obligation which may come into effect prior to Payment in Full of all Obligations; provided, however, that any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the Payment in Full of the Obligations; and provided, further, that any Equity Interest issued to or by any plan for the benefit of former, current or future employees, directors, officers, members of management or consultants shall not constitute Disqualified Capital Stock solely because it is required to be repurchased in order to satisfy applicable statutory or regulatory obligations or as a result of the termination, death or disability of any such employee, director, officer, member of management or consultant.

“Disqualified Lenders” shall mean those banks, financial institutions, and other institutional lenders and investors (a) that have been identified by name in writing by Borrower to the Agents on or prior to the Fifteenth Amendment Effective Date; (b) those persons who are competitors of the Loan Parties or their Subsidiaries that are identified by name in writing by Borrower to the Lender Representative (as defined in this Agreement as in effect prior to the Fifteenth Amendment Effective Date), or, if after the Fifteenth Amendment Effective Date, by the Borrower to the Agents from time to time (which shall not apply to retroactively disqualify any person who (i) previously acquired, and continues to hold, any loans, Commitments or participations in respect of any Loans or Commitments, or (ii) is a party to a pending trade as of the date of such identification); (c) that have been identified by name in writing by Borrower after the Fifteenth Amendment Effective Date and mutually agreed by the Agents (acting at the direction of the Required Lenders); and (d) in the case of each of clauses (a), (b), and (c), any of their Affiliates (excluding bona fide debt fund affiliates in the case of competitors only) that are either (i) identified by name in writing by the Borrower to the Agents from time to time, which shall not apply retroactively to disqualify any person who (x) previously acquired, and continues to hold, any Loans, Commitments, or participations in respect of any Loans or Commitments or (y) is party to a pending trade as of the date of such identification) or (ii) readily identifiable solely on the basis of such Affiliate’s name.

“Distributed Shares” shall have the meaning assigned to such term in the second recital hereto.

“Dividend” with respect to any person shall mean that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or made any other distribution, payment or delivery of property (other than Equity Interests of such person) or cash to the holders of its Equity Interests in their capacity as such.

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“Division” shall mean the division of a limited liability company into two or more limited liability companies in accordance with the Requirements of Law in the applicable jurisdiction of organization or formation, and the term “Divide” shall have the meaning correlative thereto.

“Dollars” or “dollars” or “$” shall mean lawful money of the United States.

“Domestic Subsidiary” shall mean any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Early Opt-in Election” shall mean the delivery of a notification by the applicable Agent (at the request of the Borrower) to each of the other parties hereto that (a) U.S. dollar-denominated syndicated credit facilities are being executed or amended, as applicable, at such time, to incorporate or adopt a new benchmark interest rate to replace Term SOFR (and such syndicated credit facilities are identified in such notice and are publicly available for review) and (b) the joint election by the applicable Agent and the Borrower to trigger a fallback from Term SOFR; provided that upon such joint election to trigger a fallback from Term SOFR, the applicable Agent shall deliver a written notice of such election to the applicable Lenders.

“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.

“Eligible Assignee” shall mean (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund of a Lender, (d) each of Holdings and the Borrower, solely in the case of an assignment of Term Loans to Holdings or the Borrower (as applicable) in accordance with Section 10.04(g) and (e) any other Person that, in the case of an assignment of Loans or Commitments pursuant to Section 10.04(a), has been consented to by the applicable Agent and, to the extent required by Section 10.04(a), the Borrower, in each case, in accordance with Section 10.04(a); other than, in each case, (i) a Disqualified Lender, (ii) a Sanctioned Person, (iii) a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person, other than any holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, any Closing Date Investor, (iv) Holdings and its Subsidiaries, except with respect to assignment of Terms Loans to Holdings and/or the Borrower in accordance with Section 10.04(g), (v) Affiliates of Holdings and its Subsidiaries, except for Affiliated Lenders in accordance with Section 10.04(f) and (vi) a Defaulting Lender.

“EMU” means the economic and monetary union as contemplated in the Treaty on European Union.

“Environment” shall mean ambient air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources or as otherwise defined in any Environmental Law.

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“Environmental Claim” shall mean any written claim, written notice, written demand, order, action, suit, proceeding alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (a) the presence, Release or threatened Release of Hazardous Material at any location or (b) any violation or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material.

“Environmental Law” shall mean any and all present and future applicable treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other legally binding requirements, in each case having the force and effect of law, and the common law, relating to protection of public health as it relates to exposure to Hazardous Materials or the protection of the Environment, the Release or threatened Release of Hazardous Material, the protection of natural resources or natural resource damages, or occupational safety or health as it relates to exposure to Hazardous Materials, and any and all applicable Environmental Permits.

“Environmental Lien” shall mean any Lien in favor of any Governmental Authority pursuant to any Environmental Law.

“Environmental Permit” shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.

“Equity Contribution” shall have the meaning assigned to such term in the fourth recital hereto.

“Equity Cure Contribution” shall have the meaning assigned to such term in Section 8.04.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on, or issued after, the Closing Date, but excluding debt securities convertible or exchangeable into such equity.

“Equity Issuance” shall mean, without duplication, (a) any issuance or sale by Holdings after the Closing Date of any Equity Interests (including any Equity Interests issued upon exercise of any warrant or option (or any warrants or options to purchase Equity Interests)) or (b) any contribution to the capital of Holdings.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” shall mean, with respect to any person, any entity, trade or business (whether or not incorporated) that, together with such person, is, or at the relevant time was, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included such person, or that is, or was at the relevant time, a member of the same “controlled group” as such person pursuant to Section 4001(a)(14) of ERISA.

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“ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation), (b) the failure of any Plan to satisfy the minimum funding standard applicable to such Plan within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by Holdings, the Borrower, any other Subsidiary, or any of their ERISA Affiliates of any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA) with respect to the termination of any Plan or the withdrawal or partial withdrawal of Holdings, the Borrower, any other Subsidiary, or any of their ERISA Affiliates from any Plan or Multiemployer Plan, (e) the receipt by Holdings, the Borrower, any other Subsidiary, or any of their ERISA Affiliates from the PBGC or the administrator of any Plan or Multiemployer Plan of any written notice of intent to terminate any such Plan or Multiemployer Plan under Sections 4041 or 4041A of ERISA or the commencement of proceedings by the PBGC to appoint a trustee to administer any Plan under Section 4042 of ERISA, (f) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 436(f) of the Code or Section 206(g) of ERISA, (g) a complete or partial withdrawal by Holdings, the Borrower, any other Subsidiary, or any ERISA Affiliate, from a Multiemployer Plan or written notification that a Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA) or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), (h) the occurrence of a non-exempt “prohibited transaction” with respect to which Holdings, the Borrower, any other Subsidiary, or any of their ERISA Affiliates is a “disqualified person” (within the meaning of Section 4975 of the Code) and with respect to which any of the Loan Parties or any of their ERISA Affiliates could reasonably be expected to have any liability, (i) a written determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), (j) the failure by Holdings, the Borrower, any other Subsidiary, or any of their ERISA Affiliates to make by its due date, after the expiration of any applicable grace period, a required installment under Section 430(j) of the Code with respect to any Plan, or (k) the failure by Holdings, the Borrower, any other Subsidiary, or any of their ERISA Affiliates to make any required contribution to a Multiemployer Plan, after the expiration of any applicable grace period.

“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.

“Events of Default” shall have the meaning assigned to such term in Section 8.01.

“Excess Cash Flow” shall mean, for any Excess Cash Flow Period, (a) Consolidated EBITDA for such period (calculated without giving Pro Forma Effect to any Specified Transaction and without giving effect to clauses (j)(i), (s), (u) and (y)(i) of the definition of Consolidated EBITDA), plus (b) any decrease in Working Capital for such period, minus, (c) in each case, without duplication:

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Notwithstanding anything herein or in the definition of any term used in the definition of Excess Cash Flow to the contrary, all components of Excess Cash Flow shall be computed for Holdings and its Subsidiaries on a consolidated basis.

 

“Excess Cash Flow Percentage” shall mean, with respect to an Excess Cash Flow Period, 50%; provided that (a) if the Total Net Leverage Ratio at the end of the applicable Excess Cash Flow Period is greater than 3.40:1.00 but less than or equal to 4.25:1.00, such percentage shall be 25% and (b) if the Total Net Leverage Ratio at the end of the applicable Excess Cash Flow Period is less than or equal to 3.40:1.00, such percentage shall be 0%.

“Excess Cash Flow Period” shall mean each fiscal year of Holdings starting with the fiscal year ending December 31, 2024.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Account” shall mean any deposit account, securities account or commodities account (a) used solely for payroll, payroll taxes and other employee wage and benefits payments, (b) constitutes a trust, fiduciary, escrow or tax payment account, including sales tax accounts, (c) constitutes a zero balance deposit account, (d) that is designated as an escrow account or that holds funds for the benefit of third parties, (e) [reserved], (f) used primarily for deposits of governmental receivables or (g) that is maintained solely to hold the proceeds of any Receivables Facility that is permitted hereunder (other than any Existing Receivables Facility), is subject to the Lien of the counterparty with respect to such Receivables Facility and is prohibited by the terms of the definitive agreements with respect to such Receivables Facility from being subject to the Lien of the Collateral Agent.

“Excluded Collateral” shall mean (a) any fee-owned real property with a fair market value (as reasonably determined in good faith by the Borrower as of the Closing Date, or, if such real property is acquired after the Closing Date, as of the date of acquisition thereof) of less than $12,500,000, any fee-owned real property located in a special flood hazard area and all leasehold interests in real property (it being understood that there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters); (b) motor vehicles, aircrafts, and other assets subject to certificates of title, but only to the extent a Lien thereon cannot be perfected by the filing of a financing statement (or equivalent); (c)

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Letter-of-Credit Rights with an individual value of less than $5,000,000, except to the extent constituting Supporting Obligations in respect of other Collateral which may be perfected by the filing of a financing statement (or equivalent) and Commercial Tort Claims with an individual value of less than $5,000,000; (d) Equity Interests of any CFC or CFC Holdco other than 65% of the outstanding Equity Interests of any first-tier CFC or first-tier CFC Holdco, and all direct or indirect assets of any CFC or CFC Holdco; (e) (i) Equity Interests constituting Margin Stock and (ii) any Equity Interests in any person not constituting a Wholly Owned Subsidiary to the extent that (x) such Equity Interests cannot be pledged without the consent of one or more third parties and which consent has not been obtained or to the extent prohibited by such person’s Organizational Documents (to the extent such consent requirement or prohibition exists on the Closing Date or on the date of acquisition of such Equity Interests and was not entered into in contemplation of such acquisition) or (y) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other material adverse consequence to any of the Loan Parties or such person not constituting a Wholly Owned Subsidiary; (f) any contract, lease, permit, license, or license agreement covering real or personal property or any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of any Loan Party, in each case, to the extent permitted by this Agreement, if under the terms of such contract, lease, permit, license, or license agreement, or applicable law (including rules or regulations of any Governmental Authority) with respect thereto, the grant of a security interest or Lien therein does or would violate or invalidate such contract, lease, permit, license, or license agreement or create a right of termination in favor of any other party thereto (other than in favor of a Loan Party or a Subsidiary thereof); (g) any asset owned by any Loan Party on the Closing Date or hereafter acquired by a Loan Party that is subject to a Lien securing a Purchase Money Obligation (including any Capital Lease Obligations) or similar obligation to the extent such obligation is of the same type as a Purchase Money Obligation (including any Capital Lease Obligations) or similar obligations, only to the extent and for so long as the contract or other agreement pursuant to which such Lien is granted (or the documentation providing for such Purchase Money Obligation (or such Capital Lease Obligation)) prohibits the creation of any other Lien on such asset and its proceeds or such Lien would violate or invalidate such contract or other agreement or create a right of termination in favor of any other party thereto (other than in favor of a Loan Party or a Subsidiary thereof); (h) governmental licenses, state or local franchises, charters and authorizations or any other particular asset or right under contract, to the extent that the grant of a security interest or Lien therein is prohibited under applicable law (including rules or regulations of any Governmental Authority) or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization (it being agreed that there shall be no requirement to comply with the Federal Assignment of Claims Act or any similar statute) or the consent of a third party (to the extent such consent requirement or prohibition exists on the Closing Date or on the date of acquisition of such license, franchise, charter, authorization or other asset or right under contract and was not entered into in contemplation of such acquisition); (i) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; provided that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral; (j) Excluded Accounts and the funds or other property held therein; (k) assets as to which the Collateral Agent and the Borrower reasonably agree in writing that the cost and/or burden of obtaining such a security interest or perfection thereof (including the cost of title insurance, surveys or flood insurance (if necessary)) are excessive in relation to the benefit to the Lenders of the security to be afforded thereby; or (l) any property or assets for which the creation or perfection of pledges of, or security interests in, such property or assets in favor of the Collateral Agent would result in material adverse tax consequences to Holdings and its Subsidiaries, taken as a whole (as reasonably determined in good faith by the Borrower); provided that (A) the foregoing exclusions of clause (f) through (h) shall in no way be construed (1) to apply to the extent that any described prohibition or restriction is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the New York UCC or other applicable law or (2) to apply to the extent that any consent or waiver has been

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obtained that would permit Collateral Agent’s security interest or Lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement or governmental licenses, state or local franchises, charters or authorizations, as applicable; and (B) the foregoing exclusions of clauses (a) through (h) shall in no way be construed to limit, impair, or otherwise affect any of Collateral Agent’s continuing security interests in and Liens upon any rights or interests of any Loan Party in or to any proceeds or receivables therefrom, including from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, license agreement, governmental license, state or local franchise, charter or authorization, Accounts or Equity Interests.

 

“Excluded Subsidiary” shall mean, with respect to Holdings (provided, that in no event shall the Borrower constitute an Excluded Subsidiary):

(a) any Immaterial Subsidiary that does not own any Material Intellectual Property (provided that, to the extent any such Subsidiary no longer qualifies as an Immaterial Subsidiary, such Subsidiary shall cease to be an Excluded Subsidiary by virtue of this clause (a));

(b) each CFC Holdco (provided that, to the extent any such Subsidiary shall cease to be a CFC Holdco, such Subsidiary shall cease to be an Excluded Subsidiary by virtue of this clause (b));

(c) each Foreign Subsidiary other than the ▇▇▇▇▇▇▇ German Subsidiaries (provided that, to the extent any such Subsidiary shall become a Domestic Subsidiary, it shall cease to be an Excluded Subsidiary by virtue of this clause (c));

(d) each Subsidiary that is not a Wholly Owned Subsidiary (provided that in the case of a Subsidiary that ceases to be a Wholly Owned Subsidiary after the Fifteenth Amendment Effective Date, such Subsidiary qualifies as such as a result of a bona fide transaction with a Person that is not an Affiliate of Holdings; provided, further, that, to the extent any such Subsidiary shall become a Wholly Owned Subsidiary, such Subsidiary shall cease to be an Excluded Subsidiary by virtue of this clause (d));

(e) any Subsidiary existing on or acquired after the Closing Date to the extent that, and for so long as, such Subsidiary is prohibited by any Requirements of Law from guaranteeing the Obligations;

(f) any Subsidiary existing on or acquired after the Closing Date, to the extent and for so long as (but only so long as) (i) the guarantee of the Obligations by such Subsidiary would require the consent, approval, license or authorization of a Governmental Authority which has not been obtained or (ii) solely in the case of Subsidiaries acquired after the Closing Date pursuant to a Permitted Acquisition, by any restriction of contract (to the extent such restriction was not entered into or did not arise in contemplation of such acquisition) (including any requirement to obtain third party consent which has not been obtained);

(g) each Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary (other than any ▇▇▇▇▇▇▇ German Subsidiary) or a CFC Holdco;

(h) any not-for-profit Subsidiaries;

(i) any special purposes entities;

(j) any Subsidiary to the extent that the Collateral Agent and the Borrower reasonably agree in writing that the cost and/or burden of obtaining a guarantee are excessive in relation to the benefit to the Lenders;

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(k) any Subsidiary to the extent the provision of a guarantee by such Subsidiary would result in material adverse tax consequences to Holdings and its Subsidiaries, taken as a whole (as reasonably determined in good faith by the Borrower);

(l) captive insurance companies;

(m) any direct or indirect Subsidiary of a Subsidiary that is excluded pursuant to clauses (a) through (l) above; and

(n) solely in the case of any Hedging Obligations that would otherwise be secured by Collateral, any Subsidiary that is not an “eligible contract participant” as defined in the Commodity Exchange Act;

provided that, notwithstanding the foregoing, “Excluded Subsidiary” shall not include any of the ▇▇▇▇▇▇▇ German Subsidiaries. Upon any such Subsidiary ceasing to be an Excluded Subsidiary pursuant to clauses (a) through (n) above, such Subsidiary shall comply with Section 5.10, to the extent applicable.

“Excluded Swap Obligation” shall mean with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the guarantee of or the grant of such security interest by such Guarantor would otherwise have become effective with respect to such related Swap Obligation or (b) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become 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 interests is or becomes illegal.

“Excluded Taxes” shall mean, with respect to any Agent, any Lender, the 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, (a) Taxes imposed on or measured by its net income, gross income, net profits or gross profits (in each case, however denominated) and franchise or capital Taxes imposed on it, by a jurisdiction (or any political subdivision thereof) (i) as a result of such recipient being organized or having its principal office (or, in the case of any Lender, applicable lending office) in, such jurisdiction, or (ii) as a result of any other present or former connection between the jurisdiction imposing such Tax and such recipient other than a connection solely as a result of having executed or delivered, become a party to, performed its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document or sold or assigned an interest in any Loan or any Loan Document, (b) any branch profits Taxes imposed under Section 884(a) of the Code or any similar Tax by any jurisdiction described in clause (a), (c) in the case of a Lender, any U.S. federal withholding Tax that is imposed on amounts payable to such Lender pursuant to laws in force at the time such Lender becomes a party hereto (or designates a new lending office), except (x) to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts from any Loan Party with respect to such withholding Tax pursuant to Section 2.14(a) or (y) if such Lender is an assignee pursuant to a request by

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the Borrower under Section 2.15, (d) Taxes attributable to a Lender’s failure to comply with Section 2.14(e), and (e) any U.S. federal withholding Tax imposed under FATCA.

“Exercise of Remedies” shall have the meaning assigned to such term in Section 1.11.

“Existing Receivables Facilities” shall mean (a) the Receivables Facility of AGC Acquisition LLC pursuant to the Supplier Agreement, dated as of May 28, 2013, with Citibank, N.A. and (b) the Receivables Facility of Applied Engineering, Inc. pursuant to the Supplier Agreement, dated as of May 11, 2004, with Citibank, N.A., in each case, as amended, supplemented, modified or restated from time to time in a manner not materially adverse to the Lenders (it being agreed that any amendment, supplement, modification or restatement to any Existing Receivables Facility with the effect of adding or replacing the Buyer (as defined in the applicable Existing Receivables Facility) named therein (other than any replacement of such Buyer with its successors by operation of law) shall be deemed to be materially adverse to the Lenders).

“Existing Revolving Tranche” shall have the meaning assigned to it in Section 2.16(b).

“Extended Revolving Credit Commitments” shall have the meaning assigned to such term in Section 2.16(b).

“Extended Revolving Credit Loans” means one or more Classes of Revolving Credit Loans that result from an Extension Amendment.

“Existing Term Loan Tranche” shall have the meaning assigned to it in Section 2.16(a).

“Extended Term Loan” shall have the meaning assigned to such term in Section 2.16(a).

“Extending Lender” shall have the meaning assigned to such term in Section 2.16(c).

“Extension” means the establishment of an Extension Series by amending a Loan or Commitment pursuant to Section 2.16 and the applicable Extension Amendment.

“Extension Amendment” shall have the meaning assigned to it in Section 2.16(d).

“Extension Election” shall have the meaning assigned to it in Section 2.16(c).

“Extension Request” shall have the meaning assigned to it in Section 2.16(b).

“Extension Series” shall have the meaning assigned to it in Section 2.16(b).

“Fair Market Value” shall mean 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, as determined in good faith by the Borrower.

“FATCA” shall mean (a) Sections 1471 through 1474 (including, for the avoidance of doubt, any agreement entered into pursuant to Section 1471(b)(1)) of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and the U.S. Treasury Regulations and official published guidance with respect thereto, whether in existence on the date hereof or promulgated thereafter and (b) any intergovernmental

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agreement implementing (a) above and including any rules or guidance implementing such intergovernmental agreements.

“FCPA” shall mean the United States Foreign Corrupt Practices Act 1977, 18 U.S.C. 78dd-1 et seq., as amended.

“Federal Funds Effective Rate” shall mean, for any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the applicable Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean that certain Fee Letter, dated as of September 8, 2017, by and between the Borrower and Blackstone.

“Fifteenth Amendment” shall mean that certain Fifteenth Amendment to Credit Agreement and First Amendment to Security Agreement dated as of the Fifteenth Amendment Effective Date by and among the Borrower, Holdings, the Guarantors party thereto and the Lenders party thereto.

“Fifteenth Amendment Effective Date” shall mean May 10, 2024.

“Financial Officer” of any person shall mean the chief executive, chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of such person or such other person reasonably acceptable to the Administrative Agent.

“First Lien Net Leverage Ratio” shall mean, at any date of determination, the ratio of (a) Consolidated Indebtedness that is secured by a Lien on the Collateral (other than Consolidated Indebtedness that is secured by a Lien on the Collateral that is junior in priority to the Liens securing the Obligations), net of unrestricted cash and Cash Equivalents of Holdings and its Subsidiaries, in each case, at such time, to (b) Consolidated EBITDA for the Test Period then most recently ended.

“Floor” shall mean (x) with respect to Initial Term Loans and Delayed Draw Term Loans, 1.00% per annum and (y) with respect to Revolving Credit Loans, 0% per annum.

“Foreign Lender” shall mean any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Foreign Plan” shall mean, except for each plan, scheme or arrangement to which contributions are mandated by a government or governmental authority other than the United States, any employee benefit plan maintained or contributed to by any Company primarily to provide defined benefit pension benefits to employees employed outside the United States.

“Foreign Subsidiary” shall mean a Subsidiary that is not a Domestic Subsidiary.

“Fronting Fee” shall have the meaning assigned to it in Section 2.05(d).

“GAAP” shall mean generally accepted accounting principles in the United States, applied in accordance with Section 1.04.

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“GE Capital Lease” shall mean the Real Property lease pursuant to the Lease Agreement, dated as of April 12, 2017, by and between ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Partners, LLC and General Ecology, Inc., as amended, restated, supplemented or otherwise modified from time to time.

“GE Earn-out” shall mean the future payment(s) of existing earn-out obligations incurred in connection with the acquisition of General Ecology, Inc., a Pennsylvania corporation.

“German Security Documents” means, subject to the Agreed Security Principles, the following German law governed security agreements: (a) a share or interest pledge agreement over the shares or partnership interests in any ▇▇▇▇▇▇▇ German Subsidiary; (b) account pledge agreements in respect of all bank accounts held by any ▇▇▇▇▇▇▇ German Subsidiary; (c) an assignment of German law intercompany receivables and third party trade receivables owed to any ▇▇▇▇▇▇▇ German Subsidiary and (d) a pledge agreement over any intellectual property rights owned by any ▇▇▇▇▇▇▇ German Subsidiary.

“GmbH Guarantee” shall have the meaning assigned to it in Section 7.12(a).

“GmbH Guarantee Obligations” shall have the meaning assigned to it in Section 7.12(a).

“GmbH Guarantor” shall have the meaning assigned to it in Section 7.12(a).

“GmbHG” shall mean the German Limited Liability Companies Act (Gesetz betreffend Gesellschaften mit beschränkter Haftung).

 

“Governmental Authority” shall mean the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).“Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

“Guarantees” shall mean the guarantees issued pursuant to Article VII by the Guarantors.

“Guarantors” shall mean (a) Holdings and each Subsidiary of Holdings listed on Schedule 1.01(a) on the Fifteenth Amendment Effective Date and (b) each other Subsidiary that is or becomes a party to this Agreement pursuant to Section 5.10(b).

“Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, regulated under any Environmental Laws.

“Hedge Bank” shall mean any person that enters into a Hedging Agreement with Holdings or any Subsidiary; provided that, in the case of any Secured Hedging Agreement, if such person is not a Lender, (a) such person and the Secured Hedging Agreement between such person and Holdings or its relevant Subsidiary are reasonably acceptable to the Administrative Agent and Collateral Agent (in each case, acting at the direction of the Required Lenders) and (b) such person executes and delivers to the Agents a letter agreement in form and substance reasonably acceptable to the Administrative Agent and Collateral Agent (in each case, acting at the direction of the Required Lenders) and the Borrower pursuant to which such person (i) appoints such Agents as its agents under the applicable Loan Documents and (ii)

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agrees to be bound by the provisions of Article IX and Section 8.03 of this Agreement and corresponding or similar provisions in any Security Document, in each case, as if it were a Lender.

“Hedging Agreement” shall mean (i) any swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either generally or under specific contingencies, whether or not any such transaction is governed by or subject to any master agreement, and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

“Holdings” shall have the meaning assigned to such term in the preamble hereto.

“Immaterial Subsidiary” shall mean any Subsidiary of Holdings (provided, that in no event shall the Borrower constitute an Immaterial Subsidiary) that (a) did not, as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable (or, as of the Closing Date, the most recent financial statements delivered prior to the Closing Date), have assets (on an individual basis) with a value in excess of 5.0% of Consolidated Total Assets (for Holdings and its Subsidiaries on a consolidated basis) or Consolidated EBITDA (on an individual basis) representing in excess of 5.0% of Consolidated EBITDA (for Holdings and its Subsidiaries on a consolidated basis and calculated on a Pro Forma Basis) as of such date for the Test Period most recently ended, and (b) taken together with all Immaterial Subsidiaries as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable (or, as of the Closing Date, the most recent financial statements delivered prior to the Closing Date), did not have assets with a value in excess of 10.0% of Consolidated Total Assets or Consolidated EBITDA representing in excess of 10.0% of Consolidated EBITDA (for Holdings and its Subsidiaries on a consolidated basis and calculated on a Pro Forma Basis) as of such date for the Test Period most recently ended (or as of the Closing Date, as applicable); provided that if, as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable (or, as of the Closing Date, the most recent financial statements delivered prior to the Closing Date), the Consolidated Total Assets or Consolidated EBITDA of all Subsidiaries so designated by the Borrower as “Immaterial Subsidiaries” shall have, as of the last day of such Test Period, exceeded the limits set forth in clauses (a) or (b) above, then within ten (10) Business Days after the date such financial statements are so delivered (or so required to be delivered), the Borrower shall redesignate one or more Immaterial Subsidiaries in a written notice to the Administrative Agent, such that, as a result thereof, the Consolidated Total Assets and Consolidated EBITDA of all Subsidiaries that are still designated as “Immaterial Subsidiaries” do not exceed such limits. Upon any such Subsidiary ceasing to be an Immaterial Subsidiary pursuant to the preceding sentence, such Subsidiary shall comply with Section 5.10, to the extent applicable.

“Increase Effective Date” shall have the meaning assigned to such term in Section 2.17(b).

“Incremental Amendment” shall have the meaning assigned to such term in Section 2.17(f).

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“Incremental Amendment Date” shall have the meaning assigned to such term in Section 2.17(d).

“Incremental Equivalent Debt” means Indebtedness of a Loan Party in the form of senior secured, junior lien, senior unsecured or subordinated loans or notes, or in each case, any bridge financing in lieu of the foregoing, or secured or unsecured “mezzanine” debt or commitments in respect of any of the foregoing issued, incurred or implemented in lieu of loans which would otherwise be permitted to be incurred under an Incremental Facility; provided, that:

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“Incremental Facility” shall have the meaning assigned to such term in Section 2.17(a).

“Incremental Facility Closing Date” shall have the meaning assigned to such term in Section 2.17(b).

“Incremental Loans” shall have the meaning assigned to such term in Section 2.17(d).

“Incremental Revolving Credit Commitments” shall have the meaning assigned to such term in Section 2.17(a).

“Incremental Revolving Credit Loan” shall have the meaning assigned to such term in Section 2.17(d).

“Incremental Term Loan” shall have the meaning assigned to such term in Section 2.17(a).

“Incremental Term Loan Commitments” shall have the meaning assigned to such term in Section 2.17(a).

“Incur” shall mean issue, assume, guarantee, incur or otherwise become directly, indirectly or contingently liable for any Indebtedness, including by a guaranty, put, purchase agreement or other agreement, contingent or otherwise, to purchase, redeem, retire, defease or otherwise acquire for value such Indebtedness; provided, however, that any Indebtedness of a person existing at the time such person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such person at the time it becomes a Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with Section 6.01, (a) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security, (b) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Equity Interests in the form of additional Equity Interests of the same class and with the same terms and (c) the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or prepayment or making of a mandatory offer to purchase such Indebtedness, in each case shall be deemed not to be the Incurrence of Indebtedness.

“Indebtedness” of any person shall mean, 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; (c) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person; (d) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding (i) trade and other ordinary course accounts payable, similar obligations to trade creditors and accruals for payroll and similar liabilities, in each case, incurred or accrued in the ordinary course of business and any reimbursement obligations under any trade or commercial letters of credit and (ii) any earn-out obligation or similar contingent payment obligation, except to the extent that such obligation is not paid when earned and due and payable); (e) all

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Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (f) all Capital Lease Obligations and Purchase Money Obligations; (g) all Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (h) [reserved]; (i) all obligations of such person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions (other than any reimbursement obligations in respect of trade or commercial letters of credit); (j) any Disqualified Capital Stock of such Person; and (k) all Contingent Obligations of such person in respect of Indebtedness of others of the kinds referred to in clauses (a) through (j) above. 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 (other than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor.

“Indemnified Taxes” shall mean all Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“Indemnitee” shall have the meaning assigned to such term in Section 10.03(b).

“Independent Assets or Operations” shall be deemed to exist with respect to any Parent Company if such Parent Company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in Holdings and its Subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such Parent Company, is more than 5.0% of such Parent Company’s corresponding consolidated amount.

“Information” shall have the meaning assigned to such term in Section 10.12.

“Initial Borrower” shall have the meaning assigned to such term in the preamble hereto.

“IPO” shall mean any transaction or series of related transactions (including any merger with any special purpose acquisition company or a Subsidiary thereof) after which the common Equity Interests of Holdings or any Parent Company constitutes publicly traded Equity Interests on any U.S. securities exchange.

“Initial Term Loan” shall mean the loans made on the Closing Date pursuant to Section 2.01(a) and all other “Extended Term Loans” (as defined in the Fifteenth Amendment) under and pursuant to the Fifteenth Amendment. The aggregate principal amount of the Initial Term Loans on the Fifteenth Amendment Effective Date is $252,898,598.45.

“Initial Term Loan Commitment” shall mean, with respect to any Lender, its obligation to make Initial Term Loans to the Borrower on the Closing Date pursuant to Section 2.01(a) in an aggregate principal amount not to exceed the amount set forth opposite such ▇▇▇▇▇▇’s name on Schedule 2.01 (as in effect on the Closing Date) under the caption “Initial Term Loan Commitment”. The aggregate principal amount of the Initial Term Loan Commitments on the Closing Date (prior to giving effect to the making of the Initial Term Loans on the Closing Date) was $160,000,000.00.

“Intellectual Property” shall have the meaning assigned to such term in the Security Agreement.

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“Intercompany Note” shall mean a promissory note by and among Holdings and each of its Subsidiaries in form and substance reasonably satisfactory to the Collateral Agent.

“Interest Election Request” shall mean a request by the Borrower to convert or continue a Loan in accordance with Section 2.06, substantially in the form of Exhibit D or such other form as is reasonably acceptable to the applicable Agent.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December to occur during any period in which such Loan is outstanding, commencing December 31, 2017, (b) with respect to any Term SOFR Loan, the last day of the Interest Period applicable to the Loan and, in the case of a Term SOFR Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) with respect to any Loan, the Maturity Date applicable hereto.

“Interest Period” shall mean, with respect to any Term SOFR Loans, the period commencing on the date of the issuance of such Loans and ending on the numerically corresponding day in the calendar month that is one, three or six months (or, if agreed by all Lenders, twelve months or less than one month) thereafter, as the Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (c) no Interest Period shall extend beyond the Maturity Date and (d) at any one time there shall be no more than five different Interest Periods in effect. For purposes hereof, the date of the issuance of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan.

“Investment” shall mean, with respect to any person, any investment by such person in any other person (including Affiliates) in the form of loans, guarantees, advances, or capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such person made in the ordinary course of business for bona fide business purposes, and (b) bona fide Accounts arising in the ordinary course of business), purchases or other acquisitions of Indebtedness, Equity Interests, or all or substantially all of the assets of such other person (or of any division or business line of such other person).

The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment, or other amount received by Holdings or a Subsidiary in respect of such Investment (provided that, with respect to amounts received other than in the form of cash or Cash Equivalents, such amount shall be equal to the Fair Market Value of such consideration). An Investment will be deemed to have been made at the time of making any such loans, advance or capital contribution, purchase or other acquisition for consideration of Indebtedness, Equity Interests or other securities.

“Investment Property” shall have the meaning assigned to such term in the Security Agreement.

“ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

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“Issuing Bank” shall mean, as the context may require, (a) Citibank, N.A. and Royal Bank of Canada; (b) any other Lender that may become an Issuing Bank pursuant to Sections 2.02(j) and (k) with respect to Letters of Credit issued by such Lender; and/or (c) collectively, all of the foregoing. Any Issuing Bank may, at its discretion, arrange for one or more Letters of Credit to be issued by one or more Affiliates of such Issuing Bank (and each such Affiliate shall be deemed to be an “Issuing Bank” for all purposes of the Loan Documents). In the event that there is more than one Issuing Bank at any time, references herein and in the other Loan Documents to the Issuing Bank shall be deemed to refer to the Issuing Bank in respect of the applicable Letter of Credit or to all Issuing Banks, as the context requires.

“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit E or such other form as is reasonably acceptable to the Administrative Agent (acting at the direction of the Required Lenders).

“Latest Maturity Date” shall mean, at any time, the latest Maturity Date applicable to any Loan hereunder at such time, including the latest maturity date of any Extended Term Loan, as extended in accordance with this Agreement from time to time.

“LC Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit pursuant to Section 2.02.

“LC Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a drawing under a Letter of Credit.

“LC Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate principal amount of all Reimbursement Obligations outstanding at such time. The LC Exposure of any Revolving Lender at any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such time.

“LC Extension” shall have the meaning assigned to such term in Section 2.02(c)(i).

“LC Obligations” shall mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit (including any and all Letters of Credit for which documents have been presented that have not been honored or dishonored) plus the aggregate of all Unreimbursed Amounts, including all L/C Disbursements. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.13 and Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time.

“LC Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).

“LC Request” shall mean an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Bank in accordance with the terms of Section 2.02(b).

“LC Sublimit” shall mean $25,000,000.

“Leases” shall mean any and all leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or

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guarantees thereof), whether or not of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.

“Lenders” shall have the meaning assigned to such term in the preamble hereto.

“Letter of Credit” shall mean any Standby Letter of Credit in each case issued or to be issued by an Issuing Bank for the account of the Borrower or any Subsidiary thereof pursuant to Section 2.02.

“Letter-of-Credit Rights” shall mean “letter of credit rights” as such term is defined in the UCC.

“Letter of Credit Expiration Date” shall mean the date which is not less than five (5) Business Days prior to the Revolving Maturity Date (or, if such date is not a Business Day, the next succeeding Business Day), or such later date to the extent such Letter of Credit has been cash collateralized in an amount equal to 103% of the LC Exposure or backstopped with another letter of credit for the period after the Revolving Maturity Date in a manner to be mutually and reasonably agreed between the applicable Issuing Bank and the Borrower.

“Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, collateral assignment, hypothecation, security interest or encumbrance of any kind or any filing of any financing statement under the UCC or any other similar notice of lien under any similar notice or recording statute of any Governmental Authority (other than filings or similar notices which do not evidence a valid lien or which have been filed without authorization), including any easement, right-of-way or other encumbrance on title to Real Property, in each of the foregoing cases whether voluntary or imposed by law; and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property.

“Limited Condition Transactions” means (1) any Permitted Acquisition or other Investment or similar transaction (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Equity Interests or otherwise), in each case, permitted hereunder by Holdings or one or more of its Subsidiaries whose consummation is not conditioned upon the availability of, or on obtaining, third party financing, (2) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance thereof (which notice, for the avoidance of doubt, may be conditioned upon the occurrence of refinancing or any other transaction), (3) any Restricted Payment and (4) any Asset Sale or other disposition permitted hereunder by Holdings or one or more of its Subsidiaries.

“Limited Conditionality Election” shall have the meaning assigned to such term in Section 1.06.

“Limited Conditionality Test Date” shall mean with respect to any Limited Condition Transaction, the date of the execution of the agreement, giving of irrevocable notice or declaration with respect to such Limited Condition Transaction.

“Loan Documents” shall mean this Agreement, the Fifteenth Amendment, the Sixteenth Amendment, the Notes, the Agency Fee Letter, the Fee Letter, the Revolving Agency Fee Letter, the DDTL Fee Letter, the Sixteenth Amendment Fee Letter and the Security Documents.

“Loan Parties” shall mean the Borrower and the Guarantors.

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

“▇▇▇▇ Acquisition” shall have the meaning assigned to such term in the third recital hereto.

“▇▇▇▇ Acquisition Agreement” shall have the meaning assigned to such term in the first recital hereto.

“▇▇▇▇ Group” shall have the meaning assigned to such term in the preamble hereto.

“▇▇▇▇ Target” shall have the meaning assigned to such term in the first recital hereto.

“Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of Holdings or any direct or indirect parent of Holdings on the date of declaration of the relevant dividend multiplied by (ii) the arithmetic mean of the closing price per share of such common Equity Interests on the applicable exchange for the 30 consecutive trading days immediately preceding the date of declaration of such dividend

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

“Master Agreement” shall have the meaning assigned to such term in the definition of “Hedging Agreement”.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, assets, financial condition or results of operations, in each case, of Holdings and its Subsidiaries, taken as a whole; (b) the ability of the Loan Parties (taken as a whole) to perform any of their payment obligations under any Loan Document; or (c) the rights of or benefits or remedies (taken as a whole) available to the Lenders or the Collateral Agent under the Loan Documents (taken as a whole).

“Material Indebtedness” shall mean any Indebtedness (other than the Loans or Hedging Obligations) of Holdings or any of its Subsidiaries in an aggregate outstanding principal amount exceeding the greater of (i) $24,000,000 and (ii) 20.0% of Consolidated EBITDA of Holdings and its Subsidiaries for the most recently ended Test Period (calculated on a Pro Forma Basis); provided that the Indebtedness under the GE Capital Lease shall not constitute Material Indebtedness hereunder to the extent the early termination of the GE Capital Lease could not reasonably be expected to result in a Material Adverse Effect.

“Material Intellectual Property” means any Intellectual Property that (a) is owned by Holdings or any of its Subsidiaries that is not an Excluded Subsidiary and (b) is material to the business of Holdings and its Subsidiaries (taken as a whole).

“Maturity Date” shall mean, (a) with respect to the Initial Term Loans (including, for the avoidance of doubt, the Sixteenth Amendment Incremental Term Loans) and any Delayed Draw Term Loans (other than Extended Term Loans), May 10, 2030 (the “Term Loan Maturity Date”); (b) with respect to the Revolving Credit Commitments and any Revolving Credit Loans, May 10, 2029 (the “Revolving Maturity Date”); (c) with respect to any Incremental Term Loans, Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans the final maturity date as specified in the applicable Incremental Amendment; and (d) with respect to any Extended Term Loans and Extended Revolving Credit Commitments, the final maturity date as specified in the applicable Extension Amendment; provided that, in each case, if such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day.

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“Maverick Earn-out” shall mean the future payment(s) of existing earn-out obligations incurred in connection with the acquisition of Maverick Molding Co., an Ohio corporation.

“Maximum Rate” shall have the meaning assigned to such term in Section 10.14.

“Minimum Borrowing Amount” shall mean:

(a) in the case of Term SOFR Loans that are Initial Term Loans, $500,000;

(b) in the case of Term SOFR Loans that are Revolving Credit Loans, $100,000;

(c) in the case of Term SOFR Loans that are Delayed Draw Term Loans, $1,000,000;

(d) in the case of ABR Loans that are Initial Term Loans, $500,000;

(e) in the case of ABR Loans that are Revolving Credit Loans, the lesser of $100,000 and the Revolving Credit Commitment at such time; and

(f) in the case of ABR Loans that are Delayed Draw Term Loans, $1,000,000.

“Mortgage” shall mean an agreement, including a mortgage, deed of trust, assignment of leases and rents or any other document, creating and evidencing a Lien on a Mortgaged Property, which shall be substantially in the form reasonably satisfactory to the Collateral Agent, in each case, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or as shall be customary under applicable local law.

“Mortgaged Property” shall mean (a) each owned Real Property identified as a Mortgaged Property on Schedule 3(b) to the Perfection Certificate dated as of the Closing Date and (b) each owned Real Property located in the United States, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 5.10.

“Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA (a) to which any Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions; or (b) to which any Loan Party or any ERISA Affiliate has within the preceding six plan years made contributions and with respect to which any Loan Party or any ERISA Affiliate has any ongoing obligation or could reasonably be expected to incur liability.

“Net Asset Determination” shall have the meaning assigned to such term in Section 7.12(b)(vi)(F).

“Net Cash Proceeds” shall mean an amount equal to:

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“Non-Consenting Lender” shall mean any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all affected Lenders of the applicable Class or Classes in accordance with the terms of Section 10.02 and (b) has been approved by the Required Lenders.

“Non-Finance Lease Obligation” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP (for the avoidance of doubt, subject to Section 1.04), is not and is not required to be accounted for as a capital lease or finance lease on the balance sheet of that Person. For the avoidance of doubt, a straight-line or operating lease shall be considered a Non-Finance Lease Obligation.

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“Notes” shall mean any notes evidencing the Commitments under, or the Loans issued pursuant to, this Agreement, substantially in the form of Exhibit F or such other form as is reasonably acceptable to the applicable Agent.

“NYFRB” shall mean the Federal Reserve Bank of New York.

“Obligations” shall mean (a) obligations of Holdings, the Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, each payment required to be made by the Borrower and the other Loan Parties under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement Obligations with respect to Letters of Credit, interest thereon and obligations to provide cash collateral with respect thereto and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Holdings, the Borrower and the other Loan Parties under this Agreement, the other Loan Documents, Secured Cash Management Agreements and Secured Hedging Agreements, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Holdings, the Borrower and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Obligations shall not include the Excluded Swap Obligations.

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

“Officer’s Certificate” shall mean a certificate executed by a Responsible Officer in his or her official (and not individual) capacity.

“Open Market Purchase Expiry Date” has the meaning assigned to such term in Section 10.04(g).

“Organizational Documents” shall mean, with respect to any person, (a) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such person, (b) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (c) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (d) in the case of any general partnership, the partnership agreement (or similar document) of such person and (e) in any other case, the functional equivalent of the foregoing, including, in the case of any entity incorporated or established in Germany, a commercial register extract (Handelsregisterauszug), its articles of association or partnership agreement (Satzung oder Gesellschaftsvertrag), any by-laws (Geschäftsordnung) and a list of shareholders (Gesellschafterliste).

“Other Taxes” shall mean all present or future stamp, court or documentary Taxes or any other excise, intangible, recording, filing, property or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are described in clause (a)(ii) of the definition of Excluded Taxes imposed with respect to an assignment, grant of a participation, designation of a different lending

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office or other transfer (other than an assignment, grant of a participation, designation of a different lending office or other transfer made pursuant to Section 2.15).

“Paid in Full” shall mean the payment in full in cash of (x) the Obligations (other than obligations pursuant to Secured Hedging Agreements and Secured Cash Management Agreements and inchoate or contingent or reimbursable obligations for which no claim has been asserted), (y) the Guaranteed Obligations (other than obligations pursuant to Secured Hedging Agreements and Secured Cash Management Agreements, except to the extent an event of default has occurred thereunder and Section 8.03 is then applicable, and inchoate or contingent or reimbursable obligations for which no claim has been asserted) or (z) the Secured Obligations (as defined in the Security Agreement) (other than obligations pursuant to Secured Hedging Agreements and Secured Cash Management Agreements, except to the extent an event of default has occurred thereunder and Section 8.03 is then applicable, and inchoate or contingent or reimbursable obligations for which no claim has been asserted), as applicable. “Payment in Full” shall have a meaning correlative thereto.

“Parallel Debt” shall have the meaning assigned to such term in Section 9.17(b).

“Parent” shall mean ▇▇▇▇ Acquisition 13, LLC, a Delaware limited liability company and parent company of Holdings.

“Parent Company” shall mean any Person of which the Borrower is a direct or indirect Subsidiary.

“Participant” shall have the meaning assigned to such term in Section 10.04(c).

“Participant Register” shall have the meaning assigned to such term in Section 10.04(c).

“Paycheck Protection Program” shall mean the Paycheck Protection Program, Section 1102 of Title I of the Coronavirus Aid, Relief, and Economic Security Act, as the same may be amended from time to time, and the rules and regulations promulgated thereunder.

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

“PCBs” shall have the meaning assigned to such term in the definition of “Hazardous Materials.”

“Perfection Certificate” shall mean a certificate substantially in the form of Exhibit G-1 or any other form approved by the Collateral Agent, executed by the Borrower and each Guarantor, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” shall mean a certificate supplement substantially in the form of Exhibit G-2 or any other form approved by the Collateral Agent.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Acquisition” shall mean any Acquisition to the extent that:

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“Permitted Holder” shall mean any of the Closing Date Investors and any of their respective Affiliates (other than any portfolio companies).

“Permitted Investment” shall mean any of the following Investments by Holdings or any of its Subsidiaries:

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

“Permitted Tax Distributions” shall mean, for any taxable period (or portion thereof) that Holdings (or any other person of which Borrower is a direct or indirect wholly owned Subsidiary) is treated as a corporation for U.S. federal income tax purposes and for which Borrower and/or any of its Subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined, unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes for which Holdings (or such other person of which Borrower is a direct or indirect wholly owned Subsidiary) is the common parent, the Borrower may make Restricted Payments to, or on behalf of, Holdings (or such other person) to pay the portion of any U.S. federal, state, local or foreign income Taxes (as applicable) of Holdings (or such other person) shown to be due (or estimated to be due) on the applicable consolidated, combined, unitary or similar income Tax Return for such taxable period that are attributable to the income of the Borrower and/or its applicable Subsidiaries; provided that the aggregate amount of such distributions shall not exceed the aggregate Taxes the Borrower and/or its Subsidiaries, as applicable, would be required to pay in respect of

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such U.S. federal, state, local and foreign Taxes as a stand-alone consolidated, combined, unitary or similar Tax group for such taxable period. After the end of each taxable year, if the distributions paid to Holdings (or such other person) pursuant to this definition for such taxable year exceeds the amount of distributions permitted pursuant to this definition for such taxable year, any such excess shall reduce any Permitted Tax Distributions paid to Holdings (or such other person) by the Borrower in the following taxable year.

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

“Plan” shall mean any “employee pension benefit plan” (other than a Multiemployer Plan) subject to the provisions of Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code which is maintained, sponsored, contributed to, or required to be contributed to by any Loan Party or its ERISA Affiliate or with respect to which any Loan Party could reasonably be expected to incur liability.

“Premises” shall have the meaning assigned thereto in the applicable Mortgage.

“Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” shall mean, as to any Person, for any events as described below that occur subsequent to the commencement of a period for which the effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation will give pro forma effect to such events as if such events occurred on the first day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”): (a) in making any determination of Consolidated EBITDA or any component thereof, effect shall be given to (i) any Specified Transaction or restructurings of the business of Holdings or any of the Subsidiaries and (ii) the amount of “run‑rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to result from, or relating to, any Specified Transaction (including, for the avoidance of doubt, acquisitions and investments occurring prior to the Fifteenth Amendment Effective Date) which is being given pro forma effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized in full on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized in full during the entirety of such period and “run‑rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), whether prior to or following the Fifteenth Amendment Effective Date , net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized) relating to such Specified Transaction; provided that (a) such amounts are reasonably identifiable, (b) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) no later than twenty-four (24) months after the date of such Specified Transaction (or actions undertaken or implemented prior to the consummation of such Specified Transaction), (c) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period; provided that such “run-rate” cost savings, synergies and operating expense reductions added back pursuant to this clause (ii) in any Test Period, when aggregated with the amount of any increase for such period in Consolidated EBITDA as a result of any “run-rate” cost savings, synergies and operating expense reductions pursuant to clause (s) of the definition of “Consolidated EBITDA”, shall not exceed in the aggregate 30.0% of Consolidated EBITDA for such period (as calculated after giving

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effect to any such “run rate” adjustments); (b) in making any determination on a Pro Forma Basis, or Pro Forma Compliance or of Pro Forma Effect, (i) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred under the Loan Documents or otherwise) issued, incurred, assumed or repaid (in each case, other than Indebtedness incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes) during the Reference Period (or with respect to Indebtedness repaid, during the Reference Period or subsequent to the end of the Reference Period and prior to, or simultaneously with, the event for which the calculation of any such ratio is made) shall be deemed to have been issued, incurred, assumed or repaid at the beginning of such period and (ii) interest expense of such Person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (i), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods, and (c) notwithstanding anything to the contrary in this definition or in any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the asset sale, transfer, disposition or lease thereof has been entered into as discontinued operations, no Pro Forma Effect shall be given to the classification thereof as discontinued operations (and the Consolidated EBITDA or any component thereof attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such asset sale, transfer, disposition or lease shall have been consummated. If since the beginning of any applicable Reference Period any Person that subsequently became a Subsidiary of Holdings, or was merged, or consolidated with or into a Subsidiary of Holdings since the beginning of such Reference Period, shall have made any Specified Transaction that would have required adjustment pursuant to this definition, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this definition.

“Projections” shall have the meaning assigned to such term in Section 3.04(c).

“Properties” shall have the meaning assigned to such term in Section 3.17(a)(i).

“property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

“Pro Rata Percentage” of any Revolving Lender at any time shall mean the percentage of the total Revolving Credit Commitments of all Revolving Lenders represented by such ▇▇▇▇▇▇’s Revolving Credit Commitment; provided that for purposes of Section 2.02(d), “Pro Rata Percentage” shall mean the percentage of the total Revolving Credit Commitments (disregarding the Revolving Credit Commitment of any Defaulting Lender to the extent its LC Exposure is reallocated to the non-Defaulting Lenders) represented by such ▇▇▇▇▇▇’s Revolving Credit Commitment. If the Revolving Credit Commitments have terminated or expired, the Pro Rata Percentage shall be determined based upon the Revolving Credit Commitments most recently in effect, after giving effect to any assignments.

“Public Company Costs” shall mean, as to any Person, reasonable costs associated with compliance with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated in connection therewith and costs relating to compliance with the provisions of the Securities Act and the Exchange Act or any other comparable body of laws, rules or regulations, as applicable to companies with equity securities held by the public, the rules of national securities exchange companies with listed equity, as to directors’ compensation, fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to shareholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees, and listing fees, in each case to the extent arising solely by virtue of the listing of such Person’s equity securities on a national securities exchange.

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“Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any property or the cost of installation, construction or improvement of any property and any refinancing thereof; provided, however, that (a) such Indebtedness is incurred no later than 270 days after such acquisition, installation, construction or improvement of such property by such person and (b) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be.

“Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Ratio Debt” shall have the meaning assigned to such term in Section 6.01(x).

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Receivables Assets” shall mean (a) any accounts receivable owed to Holdings or any Subsidiary subject to a Receivables Facility and the proceeds thereof and (b) all collateral securing such accounts receivable, all contracts and contract rights, guarantees or other obligations in respect of such accounts receivable, all records with respect to such accounts receivable, any deposit accounts into which payments of such accounts receivable are made by counterparties and any other assets customarily transferred together with accounts receivable in connection with a non-recourse accounts receivable factoring arrangement and which are sold, conveyed, assigned or otherwise transferred or pledged in connection with a Receivables Facility.

“Receivables Facility” shall mean any of one or more receivables financing facilities (and any guarantee of such financing facility), the obligations of which are non-recourse (except for customary representations, warranties, covenants, and indemnities made in connection with such facilities) to Holdings and the Subsidiaries pursuant to which Holdings or any Subsidiary sells, directly or indirectly, grants a security interest in or otherwise transfers its Receivables Assets to a Person that is not Holdings or a Subsidiary.

“Refinancing Indebtedness” shall mean refinancings, renewals, or extensions of Indebtedness so long as: (a) the terms and conditions (other than pricing and premiums, so long as such pricing and premiums (including related fees) are on market terms consistent with financings of that nature) of such refinancings, renewals, or extensions (taken as a whole) are not materially more onerous to Holdings and its Subsidiaries taken as a whole than the terms and conditions of the Indebtedness being refinanced; (b) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, plus the amount of any unused commitments under the refinanced Indebtedness and any accrued interest, fees, defeasance costs and premium (including call and tender premiums), if any, under the refinanced Indebtedness, and underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees and similar items) in connection with the refinancing of the applicable Indebtedness and the incurrence or issuance of the applicable Refinancing

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Indebtedness; (c) such refinancings, renewals, or extensions (other than any refinancing, renewal or extension of any Purchase Money Obligations or Capital Lease Obligations) do not have a shorter Weighted Average Life to Maturity than the Weighted Average Life to Maturity of the Indebtedness so refinanced, renewed, or extended; (d) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are, taken as a whole, at least as favorable to the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness; and (e) the refinancing, renewal or extension is nonrecourse to any Loan Party other than any Loan Parties which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended.

“Register” shall have the meaning assigned to such term in Section 10.04(b).

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

“Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.

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

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

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

“Reimbursement Obligations” shall mean the Borrower’s obligations under Section 2.02(e) to reimburse LC Disbursements.

“Reinvestment Notice” shall mean a written notice executed by a Responsible Officer of the Borrower stating (a) that no Event of Default has occurred and is continuing at the time of delivery of such Reinvestment Notice and (b) that Holdings (through one of its Subsidiaries) intends and expects to use all or a specified portion of the Net Cash Proceeds subject to such notice to make Capital Expenditures or to acquire replacement assets or assets that will be useful in the business of Holdings or any Subsidiary thereof.

“Rejection Notice” shall have the meaning assigned to such term in Section 2.09)(d).

“Related Parties” shall mean, with respect to any person, such person’s Affiliates and the partners, directors, officers, employees, agents, controlling persons, advisors and sub-advisors of such person and of such person’s Affiliates.

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

“Relevant Governmental Body” shall mean the Board or the NYFRB, or a committee officially endorsed or convened by the Board or the NYFRB, or any successor thereto.

“Representatives” shall have the meaning assigned to such term in Section 10.12.

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“Required Class Lenders” shall mean, on any date of determination, with respect to any Class, Lenders having Loans and unfunded Commitments in an aggregate principal amount of more than 50% of the aggregate principal amount of all Loans outstanding, and unfunded Commitments existing, with respect to such Class on such date; provided that the Loans, LC Exposure and unused Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Class Lenders.

“Required Lenders” shall mean, on any date of determination, Lenders having Loans and unfunded Commitments in an aggregate principal amount of more than 50% of the aggregate principal amount of all Loans outstanding, and unfunded Commitments existing, on such date; provided that the Loans, LC Exposure and unused Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” shall mean Lenders having more than 50% of all Revolving Credit Commitments or, after the Revolving Credit Commitments have terminated, more than 50% of all Revolving Exposure; provided that the Revolving Credit Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Requirements of Law” shall mean, collectively, any and all requirements of any Governmental Authority including any and all laws, judgments, orders, decrees, ordinances, rules, regulations, statutes or case law.

“Resolution Authority” means an with respect to any EEA Financial Institution, a EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601(24), and (b) all other actions required by any Governmental Authority under Environmental Law to (i) clean up, remove, treat or ▇▇▇▇▇ any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

“Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof, so long as and to the extent such officer or official has been duly authorized by the Board of Directors of such person to be responsible for the administration of the obligations of such person in respect of this Agreement.

“Restricted Payments” shall have the meaning assigned to such term in Section 6.07(a).

“Revolver Payment Priority Principles” means the requirement that (a) with respect to any Loans (other than Revolving Credit Loans), the provisions of Section 8.03 shall at all times be applicable to such Loans and (b) with respect to any other Indebtedness that is secured by Liens on any Collateral, such other Indebtedness shall at all times be subject to an Acceptable Intercreditor Agreement that provides the holders of Revolving Exposure with the right to receive proceeds of, and distributions and payments in respect of, the Collateral (including distributions from any source whatsoever in connection with any insolvency or liquidation proceeding) before the holders of such other Indebtedness receive any of such proceeds, distributions and payments, with such right in favor of the holders of Revolving Exposure being equivalent to the rights of such holders of Revolving Exposure to receive such proceeds, distributions and payments prior to the holders of the Term Loans in accordance with Section 8.03.

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“Revolver Payment Priority Trigger Event” shall have the meaning assigned to such term in Section 1.11.

“Revolving Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor thereof pursuant to Article IX.

“Revolving Agency Fee Letter” shall mean that certain Fee Letter, dated as of the Fifteenth Amendment Effective Date, by and between the Borrower and the Revolving Administrative Agent.

“Revolving Credit Commitment” shall mean, with respect to any Lender, its obligation to make Revolving Credit Loans to the Borrower from time to time after the Closing Date pursuant to Section 2.01(c) in an aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such ▇▇▇▇▇▇’s name on Schedule 2.01 under the caption “Revolving Credit Commitment”, as such commitment may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to an Assignment and Assumption. The aggregate principal amount of the Revolving Credit Commitments on the Fifteenth Amendment Effective Date is $50,000,000.00.

“Revolving Credit Loans” shall mean the loans made from time to time after the Closing Date pursuant to Section 2.01(c), including, unless the context shall otherwise require, any Incremental Revolving Credit Loans made pursuant to Section 2.17 after the Fifteenth Amendment Effective Date.

“Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Credit Loans of such Lender, plus the aggregate amount of such Lender’s LC Exposure at such time.

“Revolving Extension Request” shall have the meaning assigned to it in Section 2.16(b).

“Revolving Extension Series” shall have the meaning assigned to it in Section 2.16(b).

“Revolving Facility” shall mean, at any time, the aggregate amount of Revolving Credit Commitments at such time.

“Revolving Lender” shall mean a Lender with a Revolving Credit Commitment or who holds a Revolving Credit Loan.

“Revolving SOFR Loans” shall mean any Revolving Credit Loan bearing interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Alternate Base Rate”.

“Rollover Investors” shall mean each of the Closing Date Investors specified in clauses (b) through (d) of the definition thereof.

“Safe Flight” means Safe Flight Instrument Corporation, a New York corporation.

“Safe Flight Escrow Account” shall have the meaning assigned to the term “Escrow Account” in the Safe Flight Escrow Agreement.

“Safe Flight Escrow Agreement” means that certain Escrow Agreement, dated as of December 28, 2020, by and among Safe Flight, the Safe Flight Seller and the Escrow Agent (as defined in the Safe Flight Purchase Agreement), as amended, supplemented, modified or restated from time to time.

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“Safe Flight PPP Indebtedness” means Indebtedness of Safe Flight incurred under, or pursuant to, the Paycheck Protection Program.

“Safe Flight Purchase Agreement” means that certain Membership Interest Purchase Agreement, dated as of December 18, 2020, by and among the Borrower, SFIC Holdings, Inc. and Safe Flight, as amended, supplemented, modified or restated from time to time.

“Sale and Leaseback Transaction” shall mean an arrangement, directly or indirectly, with any person relating to property, real or personal or mixed, used or useful in the business of Holdings or any of its Subsidiaries, whether now owned or acquired after the Closing Date, whereby Holdings or any Subsidiary thereof sells or transfers such property to a person and thereafter rents or leases such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the European Union or Her Majesty’s Treasury of the United Kingdom.

“Sanctioned Country” shall mean, at any time, a country, region or territory which is the subject or target of any comprehensive, country-based Sanctions.

“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the European Union or Her Majesty’s Treasury of the United Kingdom, (b) any other Person located, organized or ordinarily resident in a Sanctioned Country or (c) any Person 50% or more of the Equity Interests of which are owned by one or more Persons referenced in clause (a) or (b).

“▇▇▇▇▇▇▇ Acquisition” means the acquisition by the Borrower, directly or indirectly, of 100% of the Equity Interests of each of (i) SSP International GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany, and (ii) SSP Management GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany, in each case, pursuant to the ▇▇▇▇▇▇▇ Acquisition Agreement and the transactions related thereto pursuant to the ▇▇▇▇▇▇▇ Acquisition Agreement.

“▇▇▇▇▇▇▇ Acquisition Agreement” means that certain Sale and Purchase Agreement, dated as of May 20, 2022, by and among ▇▇▇▇▇▇▇ Buyer, the Sellers (as defined therein) and the Borrower, as amended, supplemented, modified or restated from time to time; provided that no provision thereof shall be amended or waived, nor shall any consents thereunder be given by the Borrower or any of its Affiliates, in each case in a manner materially adverse to Blackstone (in its capacity as such) without the consent of Blackstone (such consent not to be unreasonably withheld, delayed or conditioned; provided, further, that Blackstone shall be deemed to have consented to such waiver, amendment or consent unless it shall object thereto within 5 business days after receipt of written notice of such waiver, amendment or consent); provided further that (a) any amendment, waiver or consent which results in a reduction in the purchase price for the ▇▇▇▇▇▇▇ Acquisition of less than 15% of the purchase price shall not be deemed to be materially adverse to Blackstone to the extent it is applied to reduce, first, the amount of cash on hand of the Borrower and its Subsidiaries being used to finance the ▇▇▇▇▇▇▇ Acquisition (if any) to $0, and second, the amount of any Incremental Term Loan Commitments incurred to consummate the ▇▇▇▇▇▇▇ Acquisition and (b) any amendment, waiver or consent which results in an increase in purchase price for the ▇▇▇▇▇▇▇ Acquisition shall not be deemed to be materially adverse to Blackstone so long as such increase is funded with an

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increase in such cash contribution by the Borrower and its Subsidiaries, any equity contribution or borrowings of Revolving Credit Loans.

“▇▇▇▇▇▇▇ Buyer” shall mean Stellar Acquisition GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany and registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 126723.

“▇▇▇▇▇▇▇ German Subsidiaries” means ▇▇▇▇▇▇▇ Buyer and ▇▇▇▇▇▇▇ Safety Products GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany and registered with the commercial register (Handelsregister) at the local court (Amtsgericht) of Arnsberg, Germany under registration number 888.

“Secured Cash Management Agreement” shall mean any Cash Management Agreement that is entered into by and between Holdings or any Subsidiary and any Cash Management Bank, which is specified in writing by the Borrower to the Administrative Agent as constituting a “Secured Cash Management Agreement” hereunder and with respect to which the requirements of the proviso set forth in the definition of “Cash Management Agreement” have been satisfied.

“Secured Hedging Agreement” shall mean any Hedging Agreement that is entered into by and between Holdings or any Subsidiary and any Hedge Bank, which is specified in writing by the Borrower to the Administrative Agent as constituting a “Secured Hedging Agreement” hereunder and with respect to which the requirements of the proviso set forth in the definition of “Hedging Agreement” have been satisfied. For purposes of the preceding sentence, the Borrower may deliver one notice designating all Hedging Agreements entered into pursuant to a specified Master Agreement as “Secured Hedging Agreements”.

“Secured Parties” shall mean, collectively, the Administrative Agent, the Revolving Administrative Agent, the Collateral Agent, each Hedge Bank in respect of Secured Hedging Agreements, each Cash Management Bank in respect of Secured Cash Management Agreements and the Lenders.

“Securities Account” shall have the meaning assigned to such term under the UCC.

“Securities Act” shall mean the Securities Act of 1933.

“Security Agreement” shall mean that certain Security Agreement among the Loan Parties and Collateral Agent for the benefit of the Secured Parties dated as of the Closing Date.

“Security Agreement Collateral” shall mean all property pledged or granted as collateral (a) pursuant to the Security Agreement on the Closing Date or (b) thereafter pursuant to the Security Agreement, the German Security Documents or Section 5.10.

“Security Documents” shall mean the Security Agreement, the German Security Documents, the Mortgages and each other security document or pledge agreement delivered in accordance with applicable law to grant a valid, perfected security interest in any property as collateral for the Obligations, and all UCC financing statements or instruments of perfection required by this Agreement, the Security Agreement, any German Security Document, any Mortgage or any other such security document or pledge agreement to be filed with respect to the security interests in property and fixtures created pursuant to the Security Agreement, any German Security Document or any Mortgage and any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as collateral for the Obligations.

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“Seller” shall mean ▇▇▇▇ Group Acquisition LLC, a Delaware limited liability company.

“Share Capital Impairment” shall have the meaning assigned to such term in Section 7.12(b)(i).

“Sixteenth Amendment” shall mean that certain Sixteenth Amendment to Credit Agreement, dated as of the Sixteenth Amendment Effective Date, by and among the Borrower, Holdings, the Guarantors party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent.

“Sixteenth Amendment Effective Date” shall mean August 26, 2024.

“Sixteenth Amendment Fee Letter” shall mean that certain Fee Letter, dated as of the Sixteenth Amendment Effective Date, by and among the Borrower and Blackstone.

“Sixteenth Amendment Incremental Term Loan” shall have the meaning assigned to such term in the Sixteenth Amendment.

“Sixteenth Amendment Incremental Term Loan Commitment” shall have the meaning assigned to such term in the Sixteenth Amendment.

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

“SOFR Administrator” shall mean the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” shall mean the NYFRB’s website, currently at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Specified Acquisition Agreement Representations” shall mean the representations and warranties made with respect to the ▇▇▇▇ Target and its Subsidiaries in the ▇▇▇▇ Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or Holdings has the right pursuant to the ▇▇▇▇ Acquisition Agreement to terminate its or their obligations to consummate the ▇▇▇▇ Acquisition (or the right pursuant to the ▇▇▇▇ Acquisition Agreement not to consummate the ▇▇▇▇ Acquisition) as a result of a breach of such representations and warranties.

“Specified Credit Agreement Representations” shall mean the representations and warranties made in (a) Section 3.01(a) solely with respect to the Loan Parties, (b) Section 3.02 solely with respect to the Loan Parties and the Loan Documents entered into by the Loan Parties, (c) Section 3.03(b) solely with respect to the Loan Parties and with respect to the execution, delivery and performance of the Loan Documents, the incurrence of the Loans hereunder by the Borrower, the Guarantees of the Guarantors under Article VII hereof and the granting of the security interests in the Collateral pursuant to the Security Agreement, (d) Section 3.09, (e) Section 3.10, (f) Section 3.15, (g) Section 3.19 solely with respect to Collateral required to be perfected on the Closing Date (subject to Section 5.15) and (h) Section 3.20 and Section 3.21, in each case, solely with respect to the use of the proceeds of the Loans on the Closing Date not violating FCPA, OFAC and the USA PATRIOT Act.

“Specified Earn-outs” shall mean the Maverick Earn-Out and the GE Earn-out, collectively.

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“Specified Earn-Out Account” shall mean a segregated account of the Borrower, established on or prior to the Closing Date, into which proceeds of the Initial Term Loans in an amount not less than the Specified Earn-Out Amount will be deposited on the Closing Date.

“Specified Earn-Out Amount” shall mean an amount equal to the lesser of (a) $4,000,000 and (b) the amount of reserves set aside on the books of the relevant Loan Party in accordance with GAAP to fund obligations in respect of the Maverick Earn-Out.

“Specified Event of Default” shall mean an Event of Default arising under Section 8.01(a), Section 8.01(b), Section 8.01(g) or Section 8.01(h).

“Specified ▇▇▇▇▇▇▇ Representations” shall mean the representations and warranties made in (a) Section 3.01(a) solely with respect to the Loan Parties, (b) Section 3.02 solely with respect to the Loan Parties and the Loan Documents entered into by the Loan Parties, (c) Section 3.03(b) solely with respect to the Loan Parties and with respect to the execution, delivery and performance of the Loan Documents, the incurrence of the applicable Incremental Terms Loans hereunder by the Borrower, the Guarantees of the Guarantors under Article VII hereof and the granting of the security interests in the Collateral pursuant to the Security Agreement, (d) Section 3.09, (e) Section 3.10, (f) Section 3.15, (g) Section 3.19 solely with respect to Collateral required to be perfected on the date of funding of the applicable Incremental Term Loans (subject to Section 5.15) and (h) Section 3.20 and Section 3.21, in each case, solely with respect to the use of the proceeds of the applicable Incremental Term Loans on the date of funding thereof not violating FCPA, OFAC and the USA PATRIOT Act.

“Specified Transaction” shall mean, with respect to any period, any (a) Permitted Acquisition, Investment, sale, transfer or other disposition of assets or property other than in the ordinary course, (b) any merger or consolidation, or any similar transaction, (c) any incurrence, issuance or repayment of Indebtedness, (d) any Restricted Payment or (e) any other event, in each case with respect to which the terms of the Loan Documents permitting such transaction require “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis” or to be given “Pro Forma Effect.”

“Sponsor” shall mean ▇▇▇▇▇▇ Capital Management, L.P., a Delaware limited partnership.

“Springing Covenant” shall have the meaning assigned to such term in Section 6.09(c)(i).

“Springing Covenant Cross Default” shall have the meaning assigned to such term in Section 8.01(d).

“Springing Covenant Event of Default” shall have the meaning assigned to such term in Section 8.01(d).

“Standby Letter of Credit” shall mean any standby letter of credit or similar instrument.

“Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (a) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent and (b) any partnership (i) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (ii) the only general partners of which are the parent and/or one or

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more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of Holdings.

“Supporting Obligation” shall mean a supporting obligation (as that term is defined in the UCC).

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

“Target” shall have the meaning set forth in the definition of “Acquisition”.

“Tax Return” shall mean all returns, statements, filings, reports, attachments and other documents or certifications required to be filed in respect of Taxes.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments or other similar fees or charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Commitment” shall mean, with respect to any Lender, its Initial Term Loan Commitment, Delayed Draw Term Loan Commitment, Sixteenth Amendment Incremental Term Loan Commitment or Incremental Term Loan Commitment, as applicable.

“Term Lender” shall mean a Lender with a Term Commitment or who holds a Term Loan.

“Term Loan” shall mean the Initial Term Loans (including, for the avoidance of doubt, the Sixteenth Amendment Incremental Term Loans), each Delayed Draw Term Loan, each Incremental Term Loan and each Extended Term Loan.

“Term Loan Extension Request” shall have the meaning assigned to it in Section 2.16(a).

“Term Loan Extension Series” shall have the meaning assigned to it in Section 2.16(a).

“Termination Value” shall mean, in respect of any Hedging Obligation, after taking into account the effect of any legally enforceable netting agreement related thereto (a) for any date on or after the date such Hedging Agreement has been closed out and the termination value determined in accordance therewith, such termination value, and (b) for any date prior to the date referenced in clause (a) above, the amount determined as the mark-to-market value for such Hedging Obligation, as determined based upon one or more mid-market or other readily available quotations provided by any nationally recognized dealer in Hedging Agreements).

“Term SOFR” shall mean:

(1) for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided however that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term

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SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

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

provided that, in no event shall Term SOFR be less than the Floor.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited as administrator of the Term SOFR Reference Rate (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion and in consultation with the Borrower).

“Term SOFR Loan” shall mean any Loan bearing interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Alternate Base Rate”.

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

“Test Period” shall mean, at any time, the four consecutive fiscal quarters of Holdings then most recently ended (in each case taken as one accounting period) for which financial statements have been delivered (or were required to be delivered) pursuant to Section 5.01(a) or (b).

“Third Amendment” shall mean that certain Third Amendment to Credit Agreement dated as of the Third Amendment Effective Date by and among the Borrower, Holdings, the Guarantors party thereto and the Lenders party thereto.

“Third Amendment Effective Date” shall mean December 21, 2018.

“Title Policy” shall mean a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage described therein.

“Total Net Leverage Ratio” shall mean, at any date of determination, the ratio of (a) Consolidated Indebtedness, net of unrestricted cash and Cash Equivalents of Holdings and its Subsidiaries, in each case, at such time, to (b) Consolidated EBITDA for the Test Period then most recently ended.

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“Trading with the Enemy Act” shall mean the Trading with the Enemy Act (50 U.S.C. § 1 et seq., as amended).

“Transactions” shall mean, collectively, the transactions to occur on or immediately prior to or after the Closing Date pursuant to the Loan Documents, including (a) the ▇▇▇▇ Acquisition, (b) the execution, delivery and performance of the Loan Documents and the borrowings of the Initial Term Loans hereunder, (c) the refinancing of certain existing Indebtedness of Holdings and its Subsidiaries, and (d) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

“Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.

“Type,” when used in reference to any Loans refers to whether the rate of interest on such Loans is determined by reference to Term SOFR or the Alternate Base Rate.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

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

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

“Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” or “U.S.” shall mean the United States of America.

“Unreimbursed Amount” shall have the meaning assigned to such term in Section 2.02(d).

“Up-stream and/or Cross-stream Guarantee” shall have the meaning assigned to such term in Section 7.12(a).

“U.S. Government Securities Business Days” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Tax Compliance Certificate” shall have the meaning assigned to such term in Section 2.14(e)(ii)(B)(III).

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act.

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“Voting Stock” shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect members of the Board of Directors (or analogous governing body) of such person.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required scheduled payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one‑twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness, the effects of any amortization or prepayments made on such Indebtedness prior to the date of such determination will be disregarded.

“Wholly Owned Domestic Subsidiary” shall mean a Domestic Subsidiary that is a Wholly Owned Subsidiary.

“Wholly Owned Subsidiary” shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than (x) directors’ qualifying shares and (y) Equity Interests of Foreign Subsidiaries issued to foreign nationals in accordance with Requirements of Law) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person and (b) any partnership, association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% equity interest at such time.

“Working Capital” shall mean, at any date, the excess of (i) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings and its Subsidiaries at such date excluding the current portion of current and deferred income taxes over (ii) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings and its Subsidiaries on such date, but excluding, without duplication, (a) the current portion of any Indebtedness of Holdings and its Subsidiaries outstanding on such date on the consolidated balance sheet of Holdings, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition or other Permitted Investment) consisting only of (x) Indebtedness for borrowed money, (y) the principal component of all Capital Lease Obligations and (z) debt obligations evidenced by bonds, promissory notes, debentures or debt securities; (b) all Indebtedness consisting of Loans, reimbursement obligations under any letters of credit and Capital Lease Obligations to the extent otherwise included therein; (c) the current portion of interest; (d) the current portion of current and deferred income taxes; (e) any liabilities that are not Indebtedness and will not be settled in cash or Cash Equivalents during the next succeeding twelve-month period after such date; (f) the effects from applying purchase accounting; (g) any accrued professional liability risks; (h) restricted marketable securities and (i) the current portion of deferred revenue.

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

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exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

“Xpedition” shall have the meaning assigned to such term in the first recital hereto.

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In this Agreement, where a translation of a word or phrase into the German language appears in the text of this Agreement, such translation of a word or phrase shall prevail and, furthermore, where it relates to a German entity or other applicable term, a reference to:

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In this Section 1.11:

 

“Exercise of Remedies” means, subject to any Acceptable Intercreditor Agreement, the exercise of remedies hereunder or under any other Loan Document by any Agent (or after the Loans (or any portion thereof) or any other Obligations have automatically become due and payable in accordance with Section 8.01).

 

“Revolver Payment Priority Trigger Event” means an Event of Default pursuant to Sections 8.01(a), (b), (d) (solely with respect to a failure to comply with the Springing Covenant), (e) (solely with respect to a failure to deliver financial statements pursuant to Sections 5.01(a) or (b)), (f)(i)(A), (g), (h) or (i) has occurred and is continuing).

 

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A request for an initial issuance of a Letter of Credit shall specify, in form and detail reasonably satisfactory to the Issuing Bank:

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A request for an amendment, renewal or extension of any outstanding Letter of Credit shall specify in form and detail reasonably satisfactory to the Issuing Bank:

A Letter of Credit shall be issued, amended, renewed or extended only if (and, upon issuance, amendment, renewal or extension of each Letter of Credit, the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the LC Exposure shall not exceed the LC Sublimit, (ii) the total Revolving Exposures shall not exceed the total Revolving Credit Commitments and (iii) the conditions set forth in Section 4.03 in respect of such issuance, amendment, renewal or extension shall have been satisfied. Unless the Issuing Bank shall agree otherwise, no Letter of Credit shall be in an initial amount less than $25,000 (or such lesser amount as approved by the Issuing Bank).

Upon the issuance of any Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit, the Issuing Bank shall promptly notify the Revolving Administrative Agent (and in the case of an issuance of a new Letter of Credit, or an increase or decrease in the stated amount of an existing Letter of Credit, the Revolving Administrative Agent shall promptly notify each Revolving Lender, thereof), which notice shall be accompanied by a copy of such Letter of Credit or amendment, renewal, extension or modification to a Letter of Credit (and in the case of an issuance of a new Letter of Credit, or an increase or decrease in the stated amount of an existing Letter of Credit, the notice to each Revolving Lender shall include a copy of such Letter of Credit also and the amount of each such Revolving Lender’s respective participation in such Letter of Credit pursuant to Section 2.02(d)).

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The Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. Unless otherwise expressly agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Standby Letter of Credit. Notwithstanding the foregoing, the Issuing Bank shall not be responsible to the Borrower for, and the Issuing Bank’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Requirements of Law or any order of a jurisdiction where the Issuing Bank or the beneficiary is located, the practice stated in the ISP or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

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If any such Interest Election Request requests Term SOFR Loans but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

Promptly following receipt of an Interest Election Request, the applicable Agent shall advise each applicable Lender of the details thereof.

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then the Administrative Agent shall give written notice thereof to the Borrower and the Lenders as promptly as practicable thereafter, and until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Loans that were to have been converted on the first day of such Interest Period to Term SOFR Loans shall be continued as ABR Loans and (ii) any outstanding Term SOFR Loans shall be converted, on the last day of the then-current Interest Period, to an ABR Loan.

Calculation of all amounts payable to a Lender under this Section 2.10 and under Section 2.11 shall be made by the applicable Lender in a written notice to the Borrower showing in reasonable detail the basis for the calculation thereof, which, absent demonstrable error, shall be final, conclusive and binding upon the parties hereto.

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and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Term SOFR Loan or any other Loan in the case of clause (ii) above (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such Lender’s or the Issuing Bank’s holding company, if any, of participating in, issuing or maintaining any Letter of Credit (or of

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maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or any other amount), then, upon request of such Lender, the Issuing Bank, the Borrower will pay to such Lender or the Issuing Bank, such additional amount or amounts as will compensate such Lender or the Issuing Bank, for such additional costs actually incurred or reduction actually suffered.

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If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.13(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.13(d) to share in the benefits of the recovery of such secured claim.

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Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.

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A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Each Lender agrees that, if the Borrower elects to replace such Lender in accordance with this Section 2.15(b), it shall promptly execute and deliver to the applicable Agent an Assignment and Assumption to evidence the assignment and shall deliver to the applicable Agent any Note (if requested by the Eligible Assignee) subject to such Assignment and Assumption; provided, that the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register; provided, further, that the parties to such assignment shall pay to the applicable Agent a processing and recordation fee of $3,500 in connection with the assignment, unless otherwise waived by the applicable Agent.

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In the event that the applicable Agent or the Issuing Bank, as the case may be, and the Borrower each agrees in writing (provided that the Borrower’s agreement shall not be unreasonably withheld) that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the applicable Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Percentage. The rights and remedies against a Defaulting Lender under this Section 2.18 are in addition to other rights and remedies that the Borrower, the applicable Agent, the Issuing Bank, and the non‑Defaulting Lenders may have against such Defaulting Lender. The operation of this Section 2.18 shall not be construed to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle the Borrower, at its option, to arrange for a substitute Lender to replace such Defaulting Lender pursuant to Section 2.15(b). The arrangements permitted or required by this Section 2.18 shall be permitted under this Agreement, notwithstanding any limitation on Liens or the pro rata sharing provisions hereof or otherwise.

 

 

 

Each Loan Party represents and warrants to the Revolving Administrative Agent, the Administrative Agent, the Collateral Agent, each of the Lenders and the Issuing Banks (with references to the Companies being references thereto after giving effect to the Transactions) that:

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Each Loan Party covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the principal of and interest on each Loan and all expenses or amounts payable under any Loan Document shall have been Paid in Full or, with respect to the Letters of Credit, otherwise been cash collateralized, “rolled” or “grandfathered” into a new credit facility or backstopped in a manner reasonably acceptable to the applicable Issuing Bank and the Revolving Administrative Agent, and all Commitments have been terminated, each Loan Party will, and will cause each of its Subsidiaries to:

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Documents required to be delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are sent via e‑mail to the Administrative Agent for posting on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, established on its behalf by the Administrative Agent and to which each Lender and the Administrative Agent have access or on which the Borrower has posted such documents on its own website to which each Lender and the Administrative Agent have access and notified the Administrative Agent of such posting. Each Lender shall be solely responsible for timely accessing posted documents.

 

Notwithstanding the foregoing, the obligations in this Section 5.01 may be satisfied with respect to any financial statements and Financial Officer certifications of the Borrower by furnishing (A) the applicable financial statements of any Parent Company and a related Financial Officer certification with respect thereto or (B) the Form 10-K or 10-Q, as applicable, of any Parent Company filed with the SEC (or the equivalent thereof filed with any securities exchange), in each case, within the time periods specified in such paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements relate to any Parent Company and such Parent Company has Independent Assets or Operations, such financial statements shall be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Company and its Subsidiaries, on the one hand, and the information relating to Holdings and its Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Financial Officer of the Borrower as having been fairly presented in all material respects and (ii) if such financial statements are in lieu of financial statements required to be provided under Section 5.01(a), such financial statements shall be accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or that is otherwise reasonably acceptable to the Administrative Agent, which report and opinion shall satisfy the applicable requirements set forth in Section 5.01(a).

 

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Each Loan Party covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the principal of and interest on each Loan and all expenses, fees and amounts payable under any Loan Document have been Paid in Full or, with respect to the Letters of Credit, otherwise been cash collateralized, “rolled” or “grandfathered” into a new credit facility or backstopped in a manner reasonably acceptable to the applicable Issuing Bank and the Revolving Administrative Agent, and all Commitments have been terminated, no Loan Party will, nor will they cause or permit any Subsidiary to:

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Notwithstanding anything else set forth in this Section 6.07, in no event shall any Loan Party make any Investment in the form of any Material Intellectual Property to an Excluded Subsidiary.

 

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Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability under this Section 7.01 shall be limited to the amount that could be claimed by the Agents and the Lenders from such Guarantor under this Section 7.01 without rendering such claim voidable or avoidable under Section 548 of the United States Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Guarantor’s right of contribution and indemnification from each other Guarantor under this Section 7.01.

To the extent that any Guarantor shall make a payment under this Section 7.01 of all or any of the Guaranteed Obligations (other than Guaranteed Obligations related to Loans and other extensions of credit made directly or indirectly to that Guarantor, or on such Guarantor’s behalf, in which case such Guarantor shall be primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments

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then previously or concurrently made by any other Guarantor, exceeds the amount that such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following Payment in Full of the Guaranteed Obligations and termination of the Commitments, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

As of any date of determination, the Allocable Amount in respect of any Guarantor shall be equal to the maximum amount of the claim that could have been recovered from such Guarantor under this Section 7.01 without rendering such claim voidable of avoidable under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute common law.

The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor to which such contribution and indemnification is owing.

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The Guarantors hereby expressly waive to the fullest extent permitted by applicable Requirements of Law diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by any Requirement of Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

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and, as a result, cause a violation of Sections 30, 31 of the GmbHG (the “Share Capital Impairment”).

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then, and in every such event (other than an event described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent shall, at the request of the Required Lenders, by notice to the Borrower, terminate the Commitments, terminate any Letter of Credit that may be terminated in accordance with its terms, and/or declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the Commitments shall terminate and/or the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Obligations of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived (to the extent permissible by applicable law) by the Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding; and with respect to any event described in paragraph (g) or (h) above, the Commitments and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Obligations of the Borrower accrued hereunder and under any other Loan Document, shall automatically terminate (in the case of the Commitments) and automatically become due and payable (in the case of Loans and other Obligations), without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived (to the extent permissible by applicable law) by the Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary, if a Springing Covenant Event of Default has occurred and is continuing, the Revolving Administrative Agent (and not the Administrative Agent) shall take the actions set forth in the above provisions of this Section 8.01 at the request (or with the consent) of the Required Revolving Lenders (as opposed to the Required Lenders) and only with respect to the Revolving Credit Commitments, Revolving Credit Loans, Letters of Credit and Obligations under the Revolving Facilities.

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Subject to Section 2.02, amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth of this Section 8.03 will be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount will be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, will be paid to the Borrower.

In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (g) of this Section 8.03, the Loan Parties shall remain liable, jointly and severally, for any deficiency.

If any Lender collects or receives any amounts received on account of the Obligations to which it is not entitled as a result of the application of this Section 8.03, such Lender shall hold the same in trust for the Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the account of the applicable Secured Parties, to be applied in accordance with this Section 8.03.

This Section 8.03 is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law.

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No Agent shall be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders or the Issuing Bank as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 10.02) or (y) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment. No Agent shall be deemed to have knowledge of any Default unless and until written notice describing such Default is given to such Agent by the Borrower or a Lender in accordance with the provisions of this Agreement.

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No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term us used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

Each party to this Agreement acknowledges and agrees that the Agents and the Required Lenders may use an outside service provider for the tracking of all UCC financing statements required to be filed pursuant to the Loan Documents and notification to the Agents or the Required Lenders, as the case may be, of, among other things, the upcoming lapse or expiration thereof.

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In addition, each Secured Party hereby authorizes and instructs Collateral Agent to enter into (a) any amendments to any Intercreditor Agreements, and (b) any other intercreditor arrangements, in the case of the clauses (a) and (b) above to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement (including any such amendment (or amendment and restatement) of any intercreditor agreement to provide for the incurrence of any Indebtedness permitted hereunder that will be secured on a junior lien or pari passu basis to the Obligations). Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto.

 

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For the avoidance of doubt, the failure to deliver a notice to any Agent pursuant to this ‎Section 9.19(b) shall not have any effect on a Payment Recipient’s obligations pursuant to ‎Section 9.19(a) or on whether or not an Erroneous Payment has been made.

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(c) Each Lender or Issuing Bank hereby authorizes each Agent to set off, net and apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan Document, or otherwise payable or distributable by such Agent to such Lender or Issuing Bank under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that such Agent has demanded to be returned under immediately preceding clause (a).

(d) The parties hereto agree that (x) irrespective of whether the applicable Agent, may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, such Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender or Issuing Bank, to the rights and interests of such Lender or Issuing Bank, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower; provided that this ‎Section 9.19 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by any Agent, from, or on behalf of (including through the exercise of remedies under any Loan Document), the Borrower for the purpose of a payment on the Obligations.

(e) To the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by any Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

(f) This Section 9.19 shall not apply to the disbursement of any proceeds of a Loan to or at the express direction of the Borrower, unless otherwise expressly agreed in writing by the Borrower, and no Erroneous Payment shall constitute, create, increase or otherwise alter any Obligations of the Loan Parties under the Loan Documents or otherwise.

 

Each party’s obligations, agreements and waivers under this Section 9.19 shall survive the resignation or replacement of any Agent, the termination of the applicable Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

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▇▇▇▇ Group Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy to (which copy shall not constitute notice hereunder):

▇▇▇▇▇▇ Capital Management L.P.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy to (which copy shall not constitute notice hereunder):

Ropes & Gray LLP
Prudential Tower, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇.
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

First Eagle Alternative Credit, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Agency Services – ▇▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Email:

with a copy (which copy shall not constitute notice hereunder) to:

▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Esq.
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇

Blackstone / Blackstone Debt Funds Management LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
 

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Attention: ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy to (which copy shall not constitute notice hereunder):

▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

Citibank, N.A.
One Penns Way

OPS II, Floor 2

New Castle, DE 19720
Attention: Lending Agency
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the Borrower and the Agents.

Each Loan Party hereby agrees that it will provide to each applicable Agent all information, documents and other materials that it is obligated to furnish to such Agent, the Issuing Bank or the Lenders pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials (the

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“Communications”), by transmitting them in an electronic medium in a format reasonably acceptable to the Administrative Agent at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇, to the Revolving Administrative Agent at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or at such other e-mail address(es) provided to the Borrower from time to time or in such other form as the applicable Agent shall require. In addition, each Loan Party agrees to continue to provide the Communications to the applicable Agent in the manner specified in this Agreement or any other Loan Document. Nothing in this Section 10.01 shall prejudice the right of the Agents, any Lender, any Issuing Bank or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document.

Unless any applicable Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

To the extent consented to by the applicable Agent in writing from time to time, each Agent agrees that receipt of the Communications (other than any such Communication that (i) relates to a request for new, or a conversion of existing, Loans or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement) by such Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents.

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Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except to the extent the

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consent of such Lender would be required under clause (i) or (ii) in the proviso to the first sentence of this Section 10.02(b) and, solely to the extent that any such matter disproportionately affects such Defaulting Lender, clause (vii) of such proviso.

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Any agreement or instrument pursuant to which a Lender or Issuing Bank sells such a participation shall provide that such Lender or Issuing Bank shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided, that such agreement or instrument may provide that such Lender or Issuing Bank will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clause (i) or (ii) of the first proviso of Section 10.02(b) that affects such Participant. Subject to clause (d) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.14 and 2.15 (subject to the requirements and limitations of such Sections) to the same extent as if it were a Lender or Issuing Bank and had acquired its interest by assignment pursuant to clause (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section

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10.08 as though it were a Lender or Issuing Bank; provided such Participant agrees to be subject to Section 2.13 as though it were a Lender or Issuing Bank. Each Lender or Issuing Bank that sells a participation to a Participant pursuant to this Section 10.04(c) shall, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts (and interest amounts) of each Participant’s interest in the Loans, Letters of Credit or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive and such Lender or Issuing Bank shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of the Loan Documents, notwithstanding any notice to the contrary. This Section 10.04(c) shall be construed so that the participations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and Section 5f.103-1(c) of the Treasury Regulations.

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The aggregate outstanding principal amount of the Term Loans of the applicable Class shall be deemed reduced by the full par value of the aggregate principal amount of the Term Loans purchased by, or contributed to (in each case, and subsequently cancelled hereunder), Holdings or the Borrower pursuant to this Section 10.04(g) and each principal repayment installment with respect to the Term Loans of such Class pursuant to Section 2.08(a), (b) and/or (d), as applicable, shall be reduced pro rata by the par value of the aggregate principal amount of Term Loans so purchased or contributed (and subsequently cancelled).

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

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

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

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

[Signature Pages Intentionally Omitted]

 

 

 

 

 

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