Exhibit 10.1

Execution Version

AMENDMENT NO. 2 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 10, 2024 by and among XEROX CORPORATION, a New York corporation (the “Company” and the “Borrower”), XEROX HOLDINGS CORPORATION, a New York corporation (“Holdings”), the other Loan Parties party hereto, each 2024 Incremental Revolving Lender (as defined below) party hereto and CITIBANK, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Company, Holdings, the Subsidiaries of the Company from time to time party thereto, the Subsidiary Borrowers from time to time party thereto, the Lenders and Issuing Banks from time to time party thereto and the Administrative Agent are parties to that certain Credit Agreement dated as of May 22, 2023 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of February 6, 2024, and as further amended, restated, supplemented and/or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendment, the “Amended Credit Agreement”);

WHEREAS, pursuant to Section 2.24 of the Existing Credit Agreement, the Borrower has requested (which request hereunder shall serve as notice pursuant to Section 2.24(1) of the Existing Credit Agreement) additional Incremental Revolving Commitments in an aggregate principal amount of $125,000,000 (the “2024 Incremental Revolving Commitments” and any loans in respect thereof, the “2024 Incremental Revolving Loans”) on terms identical to those applicable to the existing Revolving Facility (including as to pricing, tenor, rights of payment and prepayment, use of proceeds and right of security);

WHEREAS, each Person identified as an “2024 Incremental Revolving Lender” on Schedule 1 attached hereto (collectively, the “2024 Incremental Revolving Lenders”) agrees to provide 2024 Incremental Revolving Commitments to the Borrower in the amount set forth on such Schedule 1 on the Amendment No. 2 Effective Date (as defined below) on the terms and subject to the conditions as set forth herein (and the existing Schedule 2.01 to the Existing Credit Agreement shall be deemed to be amended to include the information set forth on Schedule 1 annexed hereto);

WHEREAS, with respect to the 2024 Incremental Revolving Commitments, this Amendment is an Incremental Revolving Amendment entered into pursuant to Section 2.24 of the Existing Credit Agreement to provide for the 2024 Incremental Revolving Commitments pursuant hereto;

WHEREAS, with respect to the 2024 Incremental Revolving Commitments, Citigroup Global Markets Inc. and Credit Agricole Corporate and Investment Bank will act as the joint lead arrangers (in such capacity, the “2024 Incremental Revolving Arrangers”) and joint bookrunners.

WHEREAS, the Borrowers have requested, and the Administrative Agent and the Lenders party hereto (which constitute the Required Lenders) have agreed, to make certain amendments to the Existing Credit Agreement.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used herein (including in the preamble and recitals above) but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Amended Credit Agreement.

SECTION 2. 2024 Incremental Revolving Commitments.

(a) Effective on and at all times after the Amendment No. 2 Effective Date, the 2024 Incremental Revolving Commitments will constitute an increase to the Revolving Commitments existing immediately prior to the Amendment No. 2 Effective Date (the “Existing Revolving Commitments”), will constitute Revolving Commitments, and, together with all Existing Revolving Commitments, will be construed as a single fungible Class of Revolving Commitments and the terms and provisions of the 2024 Incremental Revolving Commitments shall be identical to the terms and provisions of the Existing Revolving Commitments, including with respect to prepayments. For the avoidance of any doubt, on and after the Amendment No. 2 Effective Date, (i) each 2024 Incremental Revolving Lender shall be deemed to be a “Revolving Lender” and, if applicable, an “Issuing Bank”, (ii) each 2024 Incremental Revolving Commitment held by a 2024 Incremental Revolving Lender shall be deemed to be a “Revolving Commitment” and (iii) each 2024 Incremental Revolving Loan in connection therewith shall be deemed to be a “Revolving Loan”, in each case, for all purposes under the Amended Credit Agreement.

(b) Each 2024 Incremental Revolving Lender that is also (i) a Lender with respect to the Existing Revolving Commitment consents to the terms of this Amendment in such capacity and (ii) an Issuing Bank under the Existing Credit Agreement consents to the terms of this Amendment in such capacity.

SECTION 3. Amendments to Existing Credit Agreement.

(a) The Loan Parties party hereto, the Lenders party hereto, the Administrative Agent and other parties party hereto agree that on the Amendment No. 2 Effective Date, the Existing Credit Agreement shall be amended to delete the stricken text (indicated textually in the same as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages of the Amended Credit Agreement attached as Annex A hereto.

SECTION 4. Conditions. The effectiveness of this Amendment and the obligations of the 2024 Incremental Revolving Lenders to provide the 2024 Incremental Revolving Commitments and make the 2024 Incremental Revolving Loans thereunder available to the Borrower are subject to the satisfaction of the following conditions precedent (the date of such satisfaction or waiver, the “Amendment No. 2 Effective Date”):

(a) Executed Counterparts. The Administrative Agent shall have received duly executed counterparts of:

(i) this Amendment from (i) Holdings, (ii) the Borrower, (iii) each other Loan Party, (iv) the 2024 Incremental Revolving Lenders and (v) the Administrative Agent;

(ii) an English law security confirmation agreement relating to the debenture dated February 6, 2024 from (i) each English Subsidiary Loan Party, (ii) the Borrower and (iii) the Administrative Agent;

(iii) a German law security confirmation agreement relating to the assignment agreement dated 6 February 2024 from (i) Xerox Leasing Deutschland GmbH and (ii) Jefferies Finance LLC; and

(iv) a Belgian law governed security confirmation and amendment agreement from (i) Xerox Financial Services Belux BV and (ii) the Administrative Agent;

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(b) Organizational Documents; Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties dated the Amendment No. 2 Effective Date and certifying:

(i) that attached thereto is a true and complete copy of the charter, articles, by-laws and/or other similar organizational document of such Loan Party (or, in the case of English Subsidiary Loan Parties, the certificate of incorporation, articles of association and (if applicable) memorandum of association, or, in case of any Loan Party incorporated in Germany, a commercial register excerpt (Handelsregisterauszug) of recent date, the articles of association(Gesellschaftsvertrag) and a list of its shareholders (Gesellschafterliste)), and each amendment thereto, except in the case of any Canadian Loan Party and the German Loan Party, certified (as of a date reasonably near the Amendment No. 2 Effective Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized;

(ii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors and/or equityholders (as applicable) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Amendment No. 2 Effective Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect;

(iii) in relation to each English Subsidiary Loan Party, that the guaranteeing and/or securing of the Obligations by such English Subsidiary Loan Party will not cause any guarantee or security limit binding on such English Subsidiary Loan Party to be exceeded; and

(iv) as to the incumbency and specimen signature of each Responsible Officer authorized to sign the Loan Documents (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4(b));

(c) Legal Opinions. The Administrative Agent shall have received, on behalf of itself and the 2024 Incremental Revolving Lenders, a customary legal opinion of (i) Willkie Farr & Gallagher LLP, as U.S. counsel to the Loan Parties and (ii) each local or special counsel to the Loan Parties or Administrative Agent set forth on Schedule 2;

(d) Solvency Certificate. The Administrative Agent shall have received a solvency certificate substantially in the form attached as Exhibit B to the Existing Credit Agreement, delivered by the Company;

(e) Representations and Warranties. The representations and warranties set forth in the Loan Documents will be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the Amendment No. 2 Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties will be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date);

(f) No Default or Event of Default. At the time of and immediately after giving effect to the 2024 Incremental Revolving Loans, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(g) Fees and Expenses Paid. Prior to or substantially concurrently with the Amendment No. 2 Effective Date, the Borrower shall have paid or reimbursed the Administrative Agent for all reasonable and documented fees and expenses required to be paid by the Borrower under the Existing Credit Agreement for which invoices have been presented at least three (3) Business Days prior to the Amendment No. 2 Effective

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Date or such later date to which the Borrower may agree (limited in the case of legal fees and expenses, to the reasonable and documented legal fees of Latham & Watkins LLP and, if necessary, one firm of counsel in each appropriate jurisdiction) and any fees payable to any 2024 Incremental Revolving Arranger in connection with the transactions contemplated by this Amendment shall have been paid (which amounts may be offset against the proceeds of the 2024 Incremental Revolving Loans);

(h) Know Your Customer and Other Required Information. All documentation and other information about the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations (including without limitation, PATRIOT Act, CAML and Beneficial Ownership Certificates), as has been reasonably requested in writing by the Administrative Agent at least five (5) Business Days prior to the Amendment No. 2 Effective Date, shall have been provided not later than the date that is three (3) Business Days prior to the Amendment No. 2 Effective Date, including, to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certificate;

(i) Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to the matters set forth in Sections 4(e) and (f) above as of the Amendment No. 2 Effective Date;

(j) Pro Forma Borrowing Base Certificate. The Company shall have delivered a pro forma Borrowing Base Certificate as of June 10, 2024 after giving effect to the 2024 Incremental Revolving Commitments;

(k) Good Standing Certificate. The Administrative Agent shall have received a good standing certificate or similar certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of each Loan Party’s respective jurisdiction of organization dated a recent date prior to the Amendment No. 2 Effective Date; and

(l) ABL Intercreditor Agreement. The Collateral Agent shall have received a certified statement confirming registration at the Register of Personal and Movable Real Rights (Québec) of the cession of rank provided for in the ABL Intercreditor Agreement.

SECTION 5. Representations and Warranties. Each Loan Party party hereto hereby represents and warrants to the Administrative Agent that, as of the Amendment No. 2 Effective Date:

(a) the execution, delivery and performance of this Amendment by the Loan Parties party hereto have been duly authorized by all corporate, stockholder, partnership, limited liability company or other applicable action required to be taken by such Loan Party, and will not (i) violate: (1) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation, amalgamation or continuance or other constitutive documents (including any partnership, limited liability company or operating agreement or by-laws) of any Loan Party; (2) any applicable order of any court or any rule, regulation or order of any Governmental Authority; or (3) any provision of any indenture, certificate of designation for preferred stock, agreement, shareholders’ agreement, shareholder declaration or other instrument to which any Loan Party is a party or by which any of them or any of their property is or may be bound; (ii) be in conflict with, result in a breach of, constitute (alone or with notice or lapse of time or both) a default under, or give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under, any such indenture, certificate of designation for preferred stock, shareholders’ agreement, shareholder declaration, agreement or other instrument referred to in Section 5(a)(i)(3) above; or (iii) result in the creation or imposition of any Lien upon any property or assets of any Loan Party, other than the Liens created by the Loan Documents and Permitted Liens; except, with respect to clauses (i) and (ii) of this Section 5(a), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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(b) This Amendment has been duly executed and delivered by each Loan Party party hereto and will constitute a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, restructuring, fraudulent conveyance or other similar laws affecting creditors’ rights generally; (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iii) implied covenants of good faith and fair dealing; (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries; and (v) the Legal Reservations; and

(c) No action, consent or approval of, registration or filing with or any other action by any Governmental Authority or third party is or will be required in connection with this Amendment, the perfection or maintenance of the Liens created under the Security Documents or the exercise by the Administrative Agent, Collateral Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral, except for: (i) the filing of Uniform Commercial Code financing statements, PPSA financing statements and equivalent filings in foreign jurisdictions; (ii) filings as may be required under the Exchange Act and applicable stock exchange rules in connection therewith; (iii) such as have been made or obtained and are in full force and effect; (iv) such actions, consents and approvals the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect; or (v) filings or other actions listed on Schedule 3.04 of the Amended Credit Agreement.

SECTION 6. Reference to the Effect on the Loan Documents.

(a) As of the Amendment No. 2 Effective Date, each reference in the Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the “Credit Agreement” (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Amended Credit Agreement.

(b) Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents.

(d) The Borrower and the other parties hereto acknowledge and agree that, on and after the Amendment No. 2 Effective Date, this Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement.

(e) This Amendment shall constitute notice to the Administrative Agent required under Section 2.24 of the Existing Credit Agreement and the Administrative Agent acknowledges and agrees that such notice period is satisfactory.

SECTION 7. Reaffirmation. Subject to any limitations on its obligations expressly stated in the Loan Documents to which it is a party, the Borrower, Holdings and each other Loan Party, as of the Amendment No. 2 Effective Date, (i) acknowledges and agrees that all of its obligations (including, for the avoidance of doubt, obligations with respect to the 2024 Incremental Revolving Commitments) under the Amended Credit Agreement and the other the Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis as and to the extent provided in the Loan Documents, (ii) reaffirms each Lien granted by each Loan Party to the Administrative Agent for the benefit of the Secured Parties and reaffirms the Guarantees made pursuant to the Guaranty Agreement as and to the extent provided in the Loan Documents (in each case, including, for the avoidance of doubt, with respect to the 2024 Incremental Revolving Commitments) and (iii) acknowledges and agrees that the grants of Liens by and the

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Guarantees of the Loan Parties contained in the Guaranty Agreement and the Security Documents (in each case, including, for the avoidance of doubt, with respect to the 2024 Incremental Revolving Commitments) are, and shall remain, in full force and effect after giving effect to this Amendment as and to the extent provided in the Loan Documents. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Amended Credit Agreement or the other Loan Documents, which shall remain in full force and effect, except to any extent modified hereby. Holdings acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Loan Party is not required by the terms of the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Document (in each case, including, for the avoidance of doubt, Liens and Guarantees with respect to the 2024 Incremental Revolving Commitments) to consent to the amendment to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, the Amended Credit Agreement, this Amendment or any Loan Document shall be deemed to require the consent of such Loan Party to any future amendments to the Amended Credit Agreement.

SECTION 8. Confirmation of Guarantees and Security Interests. Each Loan Party confirms that all Collateral granted by it will entitle the Secured Parties, including each 2024 Incremental Revolving Lender to benefit from such Collateral, shall not be affected by the amendments effected or to be effected by this Amendment, shall continue in full force and effect and extend to the liabilities and obligations of the Loan Parties under the Amended Credit Agreement and the other Loan Documents (as amended and restated from time to time) including as varied, amended, supplemented or extended by this Amendment (and which obligations, as amended by this Amendment shall constitute Obligations).

SECTION 9. No Modification. Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Amended Credit Agreement or any other Loan Document or constitute a course of conduct or dealing among the parties. The Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as expressly amended hereby, the Amended Credit Agreement and the other Loan Documents remain unmodified and in full force and effect. The parties hereto agree to be bound by the terms and conditions of the Amended Credit Agreement and the other Loan Documents as amended by this Amendment, as though such terms and conditions were set forth herein. On and after the Amendment No. 2 Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Amended Credit Agreement, and each reference in any other Loan Document (including any notice, request, certificate or other document executed concurrently with or after the execution and delivery of this Amendment) to the Existing Credit Agreement shall be deemed to be a reference to the Amended Credit Agreement. This Amendment shall constitute a Loan Document.

SECTION 10. Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that none of the Loan Parties may assign or transfer any of their rights or obligations under this Amendment without the prior written consent of the Administrative Agent.

SECTION 11. Miscellaneous Provisions. The provisions of Sections 10.07, 10.11, 10.12, 10.13, 10.14 and 10.15 of the Amended Credit Agreement are hereby incorporated by reference into this Amendment mutatis mutandis and shall apply hereto.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date set forth above.

[Amendment No. 2 to Credit Agreement]

[Amendment No. 2 to Credit Agreement]

[Amendment No. 2 to Credit Agreement]

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SCHEDULE 1

2024 Incremental Revolving Commitments

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SCHEDULE 2

LOCAL COUNSEL OPINIONS

[Redacted]

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ANNEX A

Amended Credit Agreement

[Attached]

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Execution Version

$300,000,000425,000,000

CREDIT AGREEMENT,

dated as of May 22, 2023,

as amended by Amendment No. 1 to Credit Agreement dated as of February 6, 2024 and

as amended by Amendment No. 2 to Credit Agreement dated as of June 10, 2024

among

XEROX CORPORATION,

as the Company and a Borrower,

XEROX HOLDINGS CORPORATION,

as Holdings,

THE SUBSIDIARIES OF THE COMPANY SET FORTH ON SCHEDULE 1.01A,

as Guarantors,

THE SUBSIDIARY BORROWERS FROM TIME TO TIME PARTY HERETO,

as Borrowers,

THE LENDERS AND ISSUING BANKS PARTY HERETO,

and

CITIBANK, N.A.,

as Administrative Agent, Collateral Agent and Swing Line Lender

CITIBANK, N.A.,

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Joint Bookrunner and Joint Lead Arranger

PNC Bank, National Association

as Co-Collateral Agent

i

ii

iii

iv

v

Exhibits and Schedules

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CREDIT AGREEMENT, dated as of May 22, 2023 (as amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”), by and among, XEROX CORPORATION, a New York corporation (the “Company”), XEROX HOLDINGS CORPORATION, a New York corporation (“Holdings”), each Restricted Subsidiary set forth on Schedule 1.01A and each other Guarantor party hereto from time to time, as Guarantors, the Subsidiary Borrowers (as defined below) party hereto from time to time, as Borrowers (together with the Company, each a “Borrower” and collectively, the “Borrowers”), the Lenders and Issuing Banks party hereto from time to time and CITIBANK, N.A. (“Citi”), as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”) and as Swing Line Lender and PNC Bank, National Association as co-collateral agent (in such capacity, the “Co-Collateral Agent”).

RECITALS

WHEREAS, the Company has requested that the Lenders establish a $300,000,000425,000,000 asset based credit facility (the “Revolving Facility”) in favor of the Borrowers; and

WHEREAS, subject to the terms and conditions of this Agreement, the Lenders and the Issuing Banks, to the extent of their respective Commitments, are willing severally to establish the requested Revolving Facility in favor of the Borrowers.

AGREEMENT

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

ARTICLE I.

DEFINITIONS

Section 1.01 Defined Terms.

As used in this Agreement, the following terms have the meanings specified below:

“ABL Priority Collateral” means all Collateral which would constitute “ABL Priority Collateral” or any such equivalent term in any customary split lien Acceptable Intercreditor Agreement; provided that all assets and properties of any Restricted Subsidiary that becomes a Loan Party after the Closing Date pursuant to Section 5.10(2) with respect to which junior Liens are granted in favor of the Collateral Agent (for the benefit of the Secured Parties) as required thereunder shall not constitute “ABL Priority Collateral”.

“ABR” means, for any day, a fluctuating rate per annum equal to the highest of: (1) the Floor, (2) the NYFRB Rate in effect on such day plus ¹⁄₂%; (3) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate; and (4) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00% (provided that this clause (4) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable). Any change in the ABR due to a change in the NYFRB Rate, Term SOFR, or such “prime rate” shall be effective on the effective date of such change in the NYFRB Rate, Term SOFR or such “prime rate”, as the case may be.

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

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

“Acceptable Appraiser” means (a) Riveron Consulting LP, (b) B. Riley Financial or (c) any other experienced and reputable appraiser, field examiner or applicable supplier, as applicable, acceptable to the Administrative Agent and the Co-Collateral Agent (following consultation with the Company).

“Acceptable Intercreditor Agreement” means, as applicable,

(x) in the case of Indebtedness that is (or would be required to be pursuant to the terms of this Agreement) secured by the Collateral on a junior basis to the Obligations and/or

(y) in the case of Material Springer Debt that is secured by assets and properties of the Loan Parties that do not constitute ABL Priority Collateral with respect to which junior Liens are granted in favor of the Collateral Agent (for the benefit of the Secured Parties) as required by Section 5.10(2), any intercreditor agreement which is reasonably acceptable to the Company and the Administrative Agent,

in each case, so long as such intercreditor agreement is posted for review by the Lenders and not objected to by the Required Lenders within five (5) Business Days thereafter. Upon the request of the Company, the Administrative Agent and the Collateral Agent will execute and deliver an Acceptable Intercreditor Agreement with the Loan Parties and one or more Debt Representatives for Indebtedness permitted hereunder.

“Accommodation Payment” has the meaning assigned to such term in Section 2.34.

“Account Debtor” means any Person obligated on an Account.

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

“Accounts Reserves” means, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, the Dilution Reserve and such other reserves as the Administrative Agent (or, during a Co-Collateral Agent Period, the Administrative Agent and the Co-Collateral Agent) determines in its Permitted Discretion, based on any material facts or circumstances which arise after the Closing Date or which otherwise first become known to the Administrative Agent after the Closing Date, as being appropriate with respect to the determination of the collectability of Eligible Accounts and Investment Grade Eligible Accounts.

“Accounts” has the meaning assigned to such term in Article 9 of the Uniform Commercial Code or the PPSA, as applicable, and includes all “claims” for purposes of the Civil Code of Quebec.

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

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

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

“Adjusted Term SOFR Rate” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if the Adjusted Term SOFR Rate as so determined shall ever be less than the Floor, then the Adjusted Term SOFR Rate shall be deemed to be the Floor.

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

“Administrative Agent Fees” has the meaning assigned to such term in Section 2.05(3).

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

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

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

“Agents” means the Administrative Agent, the Collateral Agent and the Co-Collateral Agent, in their respective capacities as such.

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

“Allocable Amount” as the meaning assigned to such term in Section 2.34.

“Amendment No.  1 ” means that certain Amendment No. 1 to Credit Agreement, dated as of February 6, 2024 among the Company, Holdings and the Administrative Agent.

“ Amendment No.  2 ” means that certain Amendment No. 2 to Credit Agreement, dated as of the Amendment No. 2 Effective Date, among the Company, Holdings, the Loan Parties party thereto, the Lenders party thereto and the Administrative Agent.

“ Amendment No.  2 Effective Date” has the meaning assigned to such term in Amendment No. 2.

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

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

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

“Applicable Commitment Fee Percentage” means

(i) at all times until the end of the first full fiscal quarter after the Closing Date, 0.375% and

(ii) thereafter, the “Applicable Commitment Fee Percentage” on any day shall be determined by reference to the following grid, based on the average daily Revolving Credit Exposure during the immediately preceding calendar quarter, as a percentage of the average daily Revolving Commitments during the immediately preceding calendar quarter ending prior to such day:

“Applicable Issuing Bank” means, with respect to any Letter of Credit, the Issuing Bank that has issued or shall issue such Letter of Credit, and with respect to any L/C Disbursement, the Issuing Bank that has made such L/C Disbursement.

“Applicable Rate” means, for any day, a percentage per annum equal to

(i) at all times until the end of the second full fiscal quarter after the Closing Date, the percentage set forth in Pricing Level 3 and

(ii) thereafter, for any day, with respect to any ABR Loan or SOFR Loan, as applicable, the applicable percentage per annum set forth below under the caption “Applicable Rate for ABR Loans” and “Applicable Rate for SOFR Loans”, as applicable, based upon average daily Excess Availability for the most recently ended calendar quarter as a percentage of the average daily Line Cap for such most recently ended calendar quarter:

Any increase or decrease in the Applicable Rate shall become effective as of the first day of each calendar quarter.

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Notwithstanding the foregoing, the Applicable Rate in respect of Incremental Revolving Commitments and Extended Revolving Commitments (and corresponding Revolving Loans) shall be the rate per annum specified in the amendment or definitive documentation, as applicable, establishing such facilities.

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

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

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

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

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

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

(1) [reserved];

(2) [reserved];

(3) the cumulative amount of cash proceeds and the fair market value (as determined in good faith by the Company) of property, assets and marketable securities (other than cash) received by the Company or Holdings in connection with the sale or issuance of Equity Interests of the Company or Holdings after the Closing Date and on or prior to such date (including upon exercise of warrants or options or in connection with a Permitted Acquisition or other Permitted Investment) which, with respect to proceeds or property received in connection with the sale or issuance of Equity Interests of Holdings, have been contributed to the capital of the Company or exchanged for Equity Interests of the Company, other than the proceeds of Disqualified Stock, Excluded Contributions, any net cash proceeds that are used prior to such date (a) for Restricted Payments under Section 6.06(1) or Section 6.06(2)(b) or (b) to make a payment in respect of Junior Financing under Section 6.09(7) and equity used to incur Contribution Indebtedness; plus

(4) 100% of the aggregate amount of cash contributions to the capital of the Company and the fair market value (as determined in good faith by the Company) of property (other than cash) contributed to the capital of the Company after the Closing Date, other than the proceeds of Disqualified Stock, Excluded Contributions, any net cash proceeds that are used prior to such date for Restricted Payments under Section 6.06(1) or Section 6.06(2)(b), Curative Amounts or to make a payment in respect of Junior Financing under Section 6.09(7) and equity used to incur Contribution Indebtedness; plus

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

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

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

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

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

(10) [reserved]; minus

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

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

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calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 1.18.

“Availability” means, at any time, an amount equal to the Line Cap minus (without duplication) the sum of (i) the then aggregate outstanding principal amount of Revolving Loans (including Swing Line Loans and Protective Advances), (ii) unreimbursed L/C Disbursements and (iii) the undrawn face amount of outstanding Letters of Credit.

“Availability Conditions” are satisfied on any date if Availability is not less than $0 on such date.

“Availability Reserve” means, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Administrative Agent (or, during a Co-Collateral Agent Period, the Administrative Agent and the Co-Collateral Agent) from time to time reasonably determine in its Permitted Discretion, based on any material facts or circumstances which arose after the Closing Date or which otherwise first became known to the Administrative Agent after the Closing Date, as being appropriate to reflect any impediments to the realization upon the Collateral included in the Borrowing Base, including but not limited to a Landlord Lien Reserve and reserves with respect to sales and use taxes, royalties, freight and duties and other priority payables, except that, the Administrative Agent reserves to right to institute Availability Reserves in respect of deferred revenue of Loan Parties, whether such deferred revenue first became known to Administrative Agent prior to or after the Closing Date.

“Availability Period” means on and from the Closing Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“Available Unused Commitment” means, with respect to a Lender at any time, an amount equal to the amount by which (1) the Revolving Commitment of such Lender at such time exceeds (2) the aggregate Revolving Credit Exposure of such Lender at such time.

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

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

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

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

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

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

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

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

“ Belgian Security Documents” means any security agreement or other collateral document governed by Belgian law and which creates or evidences Belgian Transaction Security.

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

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

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

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

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

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

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

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

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

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

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

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

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

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

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

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

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

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

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

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

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

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

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

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

“Borrower Materials” has the meaning assigned to such term in Section 10.17(1).

“Borrowing” means (a) Loans of the same Class and Type, made, converted or continued on the same date and, in the case of SOFR Loans, as to which a single Interest Period is in effect, (b) a Swing Line Loan and (c) a Protective Advance.

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“Borrowing Base” means, on any day, the sum of:

(1) (a) 85% of the Eligible Accounts (other than Investment Grade Eligible Accounts) owned by any Borrowing Base Party and (b) 90% of the Investment Grade Eligible Accounts owned by any Borrowing Base Party; plus

(2) 75% of the Eligible Unbilled Accounts owned by any Borrowing Base Party; provided that the amount calculated for purposes of this clause (2) shall not exceed 20% of the Borrowing Base (prior to giving effect to such cap); plus

(3) (a) 85% of the Eligible Billed Finance Accounts (other than Investment Grade Eligible Billed Finance Accounts) owned by any Borrowing Base Party and (b) 90% of the Investment Grade Billed Finance Eligible Accounts owned by any Borrowing Base Party; provided that the amount calculated for purposes of this clause (3) shall not exceed 20% of the Borrowing Base (prior to giving effect to such cap); plus

(4) the lesser of (A) 70% of Eligible Inventory owned by any Borrowing Base Party and (B) the product of 85% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent, multiplied by the Eligible Inventory owned by any Borrowing Base Party; provided that the amount calculated for purposes of this clause (4) shall not (i) exceed 35% of the Borrowing Base (prior to giving effect to such cap), (ii) include raw materials in excess of $20,000,000 and (iii) include Eligible In-Transit Inventory in excess of $20,000,000; plus

(5) 100% of Qualified Cash; provided that the amount calculated for purposes of this clause (5) shall not exceed 10% of the Borrowing Base (prior to giving effect to such cap); minus

(6) Reserves established by the Administrative Agent (or, during a Co-Collateral Agent Period, the Administrative Agent and the Co-Collateral Agent) in its Permitted Discretion.

The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 2.35, Section 4.01(16) and Section 5.04(8) as adjusted to give effect to Reserves following such delivery in the Administrative Agent’s (or, during a Co-Collateral Agent Period, the Administrative Agent’s and the Co-Collateral Agent’s) Permitted Discretion; provided that, other than with respect to Reserves established in connection with any Securitization Arrangements, such Reserves shall not be established or changed except upon not less than five (5) Business Days’ notice to the Company (which notice will include a reasonably detailed description of the reserve being established) (during which period the Administrative Agent shall be available to discuss any such proposed Reserve or change with the Company and the Company may take such action as may be required so that the event, condition or matter that is the basis for such Reserve or change no longer exists or exists in a manner that would result in the establishment of a lower reserve or result in a lesser change, in a manner and to the extent reasonably satisfactory to the Administrative Agent (or, during a Co-Collateral Agent Period, the Administrative Agent and the Co-Collateral Agent); provided, that during such period, the Company shall not cause the total Revolving Credit Exposure to exceed the aggregate Revolving Commitments assuming such Reserve was in effect). The amount of any Reserve established by the Administrative Agent, and any change in the amount of any Reserve, shall (x) have a reasonable relationship to the event, condition or other matter that is the basis for such Reserve or such change and (y) not be duplicative of existing Reserves or any changes already accounted for through eligibility criteria (including collection/advance rates).

“Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Responsible Officer of the Company, in substantially the form of Exhibit C-3 hereto, as such form

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may from time to time be modified as agreed by the Company and Administrative Agent, or such other form which is acceptable to the Administrative Agent and Co-Collateral Agent in their reasonable discretion.

“Borrowing Base Parties” means, as of any date, collectively, (1) the Company, (2) each of the Restricted Subsidiaries of the Company set forth on Schedule 1.01A on the Closing Date, (3) any Subsidiary Borrowers and (4) after the Closing Date, any Subsidiary Guarantors designated in writing by the Company.

“Borrowing Request” means a request by the applicable Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C-1, or such other form as may be approved by the Administrative Agent.

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

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

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

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

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

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

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

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

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“Canadian Priority Payables” means, with respect to any Canadian Loan Party, any amount payable or accrued by such Canadian Loan Party which is secured by a Lien which ranks or is capable of ranking prior to or pari passu with the Liens created by the Security Documents, including amounts owing for wages, vacation pay, severance pay, employee deductions, sales tax, excise tax, Tax payable pursuant to Part IX of the Excise Tax Act (Canada) (net of GST/HST input credits), income tax, workers compensation, government royalties, pension fund obligations including employee and employer pension plan contributions (including “normal cost”, “special payments” and any other payments or obligations in respect of any unfunded liability or funding deficiencies or shortfalls), overdue rents or Taxes, and other statutory or other claims, in each case to the extent that they have or may have priority over, or rank pari passu with, such Liens created by the Security Documents in respect of any Collateral of any Canadian Loan Party included in the Borrowing Base.

“Canadian Priority Payables Reserve” means, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, such reserves as the Administrative Agent (or, during a Co-Collateral Agent Period, the Administrative Agent and the Co-Collateral Agent) determines from time to time in its Permitted Discretion in respect of Canadian Priority Payables as being appropriate to reflect any impediments to the realization upon the Collateral of any Canadian Loan Party included in the Borrowing Base.

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

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

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

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

(3) interest capitalized during such period;

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

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

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

(7) Investments in respect of a Permitted Acquisition.

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

“Capital Stock” means:

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

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

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

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

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

“cash collateralize” means to deposit, or designate funds previously deposited, in a deposit account subject to control of the Administrative Agent or Collateral Agent or the applicable Issuing Bank, solely for the benefit of the applicable Issuing Bank or the Lenders, as collateral for Letters of Credit or obligations of Lenders to fund participations in respect of Letters of Credit, cash or deposit account balances in an

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aggregate amount equal to 103% of the maximum amount available to be drawn under such Letters of Credit, in each case pursuant to documentation in form and substance reasonably satisfactory to such Issuing Bank. “cash collateral” shall have a meaning correlative to the foregoing.

“Cash Dominion Period” means the period commencing upon the occurrence of, and continuing during the continuation of, a Liquidity Condition or any Event of Default. Once commenced, a Cash Dominion Period will continue until such Liquidity Condition or Event of Default has been cured or waived or is no longer continuing, as applicable.

“Cash Equivalents” means:

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

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

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

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

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

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

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

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

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

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

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

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

“Cash Interest Coverage Ratio” means, as of any date, the ratio of Consolidated EBITDA for the then most recently ended Test Period to Consolidated Cash Interest Expense for the then most recently ended Test Period, calculated on a Pro Forma Basis.

“Cash Management Agreement” means any agreement to provide letters of credit or guarantees of letter of credit, in each case, that do not support debt for borrowed money; provided that, the Agent has been notified of such letters of credit or guarantees and the Company has designated to the Agent in writing that obligations in respect of such letters of credit constitute Cash Management Obligations.

“Cash Management Bank” means any provider of Cash Management Services or in connection with a Cash Management Agreement designated by the Company to the Administrative Agent in writing as a “Cash Management Bank” so long as, at the time such Cash Management Services or Cash Management Agreement were entered into or, if entered into prior to the Closing Date, on the Closing Date, such provider was the Administrative Agent, Collateral Agent, a Lender or an Affiliate of any of the foregoing, whether or not such Person subsequently ceases to be the Administrative Agent, Collateral Agent, a Lender or an Affiliate of any of the foregoing. Citi and each of its Controlled Affiliates shall, for so long as such Person is a Lender or an Affiliate of a Lender hereunder, be deemed a Cash Management Bank hereunder.

“Cash Management Obligations” means obligations owed by any Loan Party or any of its Restricted Subsidiaries to any Cash Management Bank in respect of or in connection with Cash Management Services or any Cash Management Agreement and designated by the Cash Management Bank and the Company in writing to the Administrative Agent as “Cash Management Obligations” under this Agreement (which designation shall include a designation of such Cash Management Bank in accordance with the definition thereof (if not previously designated as a Cash Management Bank) and such Cash Management Bank’s agreement to be bound by Section 9.01, 9.03, 9.07 and Section 10.15 hereof). All obligations owed by any Loan Party or any of its Restricted Subsidiaries to Citi or its Affiliates in respect of or in connection with Cash Management Services or any Cash Management Agreement shall, for so long as such Person is a Lender or an Affiliate of a Lender, be deemed Cash Management Obligations hereunder.

“Cash Management Services” means any treasury or cash management services (including, without limitation, controlled disbursement, automated clearing house transactions, return items, overdrafts and interstate depository network services), depository, pooling, netting, stored value card, purchase card

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(including so called “procurement card” or “P-card”), debit card, credit card, Worldwide Interbank Financial Telecommunication transfers, operational foreign exchange management, dealer incentive, supply chain finance services (including, without limitation, trade payable services and supplier accounts receivables purchases) and similar services.

“Cash Segregation Period” means any time after daily Excess Availability is less than the lesser of (i) 12.5% of the Line Cap or (ii) $30,000,00042,500,000 (and continuing until such time as daily Excess Availability is equal to or exceeds the lesser of (i) 12.5% of the Line Cap or (ii) $30,000,00042,500,000, in each case, for a period of more than twenty (20) consecutive Business Days).

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

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

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

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

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

“Change in Law” means (a) the adoption or taking effect of any law, rule, regulation or treaty after the date of this Agreement or, in the case of an assignee, such an adoption or taking effect after the date such Person became a party to this Agreement after the Closing Date, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority after the date of this Agreement or, in the case of an assignee, such a change after the date such Person became a party to this Agreement after the Closing Date, (c) any new, or adjustment to, requirements prescribed by the Board of Governors for “Eurocurrency Liabilities” (as defined in Regulation D of the Board of Governors), requirements imposed by the Federal Deposit Insurance Corporation, or similar requirements imposed by any domestic or foreign governmental authority or resulting from compliance by Administrative Agent or any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority and related in any manner to SOFR, the Term SOFR Reference Rate, the Adjusted Term SOFR Rate, or Term SOFR, or (d) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority after the date of this Agreement or, in the case of an assignee, such a making or issuance after the date such Person became a party to this Agreement, including the compliance by any Lender or by any lending office of such Lender or by such Lender’s holding company (if any) therewith; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for

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International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Charges” has the meaning assigned to such term in Section 10.09.

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

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

“Closing Date” means May 22, 2023.

“Closing Date Borrowing Base Certificate” has the meaning assigned to such term in Section 4.01(16).

“Closing Date Refinancing” means the repayment in full of that certain credit agreement, dated as of July 7, 2022, by and among, inter alios, Holdings, the Borrowers (as defined therein), the lenders from time to time party thereto and Citi, as administrative agent and collateral agent, and the termination of all obligations and liens related thereto.

“Co-Collateral Agent” has the meaning specified in the preamble hereto.

“Co-Collateral Agent Period” means any period so long as the Co-Collateral Agent (or its Affiliate) is a Lender hereunder holding more than $0 of the aggregate Commitments and is not a Defaulting Lender. During a Co-Collateral Agent Period, determinations made by the Administrative Agent and the Co-Collateral Agent may be made jointly by the Administrative Agent and the Co-Collateral Agent; provided, that, notwithstanding anything to the contrary herein, in the event that the Administrative Agent and the Co-Collateral Agent cannot agree on any matter to be determined by them (whether during a Co-Collateral Agent Period or otherwise), the determination shall be made by the Administrative Agent or Co-Collateral Agent asserting the more conservative Permitted Discretion.

“Co-Mingled Bank Accounts” means, collectively, the collection accounts and DDAs of the Borrowing Base Parties into which are co-mingled Securitization Proceeds with other collections of the Borrowing Base Parties constituting Collateral.

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

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

“Collateral Access Agreement” means a landlord waiver or other agreement, in a form as shall be reasonably satisfactory to the Administrative Agent, between the Administrative Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any premises where any Collateral is located, as such landlord waiver or other agreement may be amended, restated, or otherwise modified from time to time.

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

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

“Collection Account” has the meaning assigned to such term in Section 5.12(5).

“Commitment” means, with respect to each Lender, such Lender’s Revolving Commitment, including the commitment of such Lender to acquire participations in Protective Advances and Swing Line Loans hereunder. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such lender has assumed its Commitment, as applicable.

“Commitment Fee” has the meaning ascribed to such term in Section 2.05(1).

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

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

“Conforming Changes” means, with respect to either the use or administration of Term SOFR, Daily Simple SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 1.18 and other technical, administrative or operational matters) that Administrative Agent decides, in consultation with the Company, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Administrative Agent in a manner substantially consistent with market practice (or, if Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as Administrative Agent decides, in consultation with the Company, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

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

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

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

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

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

(iv) [reserved],

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

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

(vii) penalties and interest relating to taxes,

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

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

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

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

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

“Consolidated Debt” means, as of any date, the sum (without duplication) of all Indebtedness (other than letters of credit or bank guarantees to the extent undrawn or drawn and reimbursed within two (2) Business Days) consisting of Capital Lease Obligations, Indebtedness for borrowed money (including all drawn letters of credit and bank guarantees not reimbursed within two Business Days) and purchase money Indebtedness of Holdings and its Restricted Subsidiaries and all Guarantees of the foregoing, determined on a consolidated basis in accordance with GAAP, based upon the financial statements for the most recent four fiscal quarter period available internally as of the date of determination, calculated on a Pro Forma Basis, as such amount may be adjusted to reflect the effect (as determined by the Company in good faith) of any Hedge Agreement or other derivative instrument entered into in respect of the currency exchange risk relating to such Indebtedness, calculated on a mark-to-market basis; provided that notwithstanding anything to the contrary in the foregoing, Consolidated Debt shall not include any intercompany indebtedness among Holdings and/or the Restricted Subsidiaries.

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

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

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

(b) Consolidated Interest Expense; plus

(c) any loss, charge, expense, cost, accrual or reserve of any kind

(i) attributable to the planning, undertaking and/or implementation of cost savings or strategic initiatives, business optimization, cost rationalization programs, operating expense reductions and/or other initiatives, actions or synergies (including, without limitation, in connection with any integration, restructuring or transition),

(ii) relating to the closure, abandonment or consolidation of any facility and/or discontinued operations or product lines (including but not limited to severance, rent termination costs, moving costs and legal costs), any systems implementation, any expansion and/or relocation or any entry into a new market, or

(iii) relating to any severance, any signing, retention or completion bonus, or any modification to any pension and post-retirement employee benefit plan; plus

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

(e) all

(i) losses, charges and expenses relating to the Transactions;

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

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

(iv) transaction fees, costs and expenses incurred in connection with the consummation of any transaction that is out of the ordinary course of business (or any transaction proposed but not consummated) permitted under this Agreement, including

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equity issuances, investments, acquisitions, dispositions, recapitalizations, mergers, option buyouts and the incurrence, modification, refinancing or repayment of Indebtedness permitted to be incurred under this Agreement (including any Permitted Refinancing Indebtedness in respect thereof) or any amendments, waivers or other modifications (whether or not successful) under the agreements relating to such Indebtedness or similar transactions and all ratings agency costs and expenses;

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

(vi) costs and expenses in connection with new product launches;

(vii) [reserved];

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

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

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

(g) minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary; plus

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

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

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

(k) pro forma “run rate” cost savings, operating expense reductions, restructuring charges and synergies related to operational efficiencies, strategic initiatives and cost saving initiatives, acquisitions, divestitures, other specified transactions, restructurings, Permitted Acquisitions or any other acquisition that constitutes a Permitted Investment and other initiatives and actions, in each case, reasonably expected by the Company to be realized based upon actions that have been taken as of the date of such calculation, or as of the date of such calculation are reasonably expected to be taken within 24 months of the date of such calculation, (without duplication of the amount of actual benefits realized during such period from such action), which cost savings, operating expense reductions, restructuring charges and synergies are factually supportable and reasonably identifiable in the good faith determination of the Company, as certified in writing by a Financial Officer of the Company or Holdings; provided that such cost savings, operating expense reductions, restructuring charges and synergies under this clause (k) and clause (2) of the definition of “Pro Forma Basis” shall not exceed in any four consecutive fiscal quarter period 25% of Consolidated EBITDA for such four consecutive fiscal quarter period (the “Synergies Threshold”), calculated after giving effect to such Synergies Threshold; plus

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

(m) [reserved]; plus

(n) [reserved]; and

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

Notwithstanding the foregoing, there shall be included in determining Consolidated EBITDA for any period, without duplication,

(A) the Acquired EBITDA of any Person or business, or attributable to any property or asset acquired by Holdings or any of its Restricted Subsidiaries during such period (but not the Acquired EBITDA of any related Person or business or any Acquired EBITDA attributable to any assets or property, in each case to the extent not so acquired) to the extent not subsequently sold, transferred, abandoned or otherwise disposed of by Holdings or such Restricted Subsidiary (each such Person, business, property or

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asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case based on the Acquired EBITDA of such entity for such period and

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

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

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

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

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

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

provided that when determining Consolidated Interest Expense in respect of any four-quarter period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense will be calculated by multiplying the aggregate Consolidated Interest Expense accrued since the Closing Date by 365 and then

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dividing such product by the number of days from and including the Closing Date to and including the last day of such period. For purposes of this definition, interest on Capital Lease Obligations will be deemed to accrue at the interest rate reasonably determined by the Company to be the rate of interest implicit in such Capital Lease Obligations in accordance with GAAP.

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

(1) all net after-tax extraordinary, infrequent, nonrecurring or unusual gains, losses, income, expenses, costs, accruals, charges and reserves of any kind, and in any event including all (i) restructuring, severance, rent, relocation, retention, consolidation, integration or other similar charges and expenses, (ii) contract termination costs, (iii) litigation and other legal costs, (iv) excess pension charges, (v) system establishment charges, (vi) start-up or closure or transition costs, (vii) expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, (viii) fees, expenses or charges relating to curtailments, severance, signing, retention or completion bonus, or any pension and post-retirement employee benefit plans (and any modifications thereto) in connection with the Transactions or otherwise, (ix) expenses or charges associated with the shut down or consolidation of facilities or offices and/or discontinued operations (including but not limited to severance, rent termination costs, moving costs and legal costs), (x) opening costs, cost savings or strategic initiatives, business optimization, cost rationalization programs, operating expense reductions, systems implementations, expansion and/or relocation or any entry into a new market, other initiatives, actions or synergies (including, without limitation, in connection with any integration, restructuring or transition), and (xi) any fees, expenses, charges or change in control payments related to the Transactions or otherwise (including any transition-related expenses incurred before, on or after the Closing Date), will be excluded;

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

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

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

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

(6) (a) the net income for such period of any Person that is not a Restricted Subsidiary of the referent Person, or that is accounted for by the equity method of accounting, will be included only to the extent of the amount of dividends or distributions or other payments that are or are permitted to be paid in cash (or converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period; and

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(b) the net income for such period will include any ordinary course dividends, distributions or other payments in cash received from any such Person during such period in excess of the amounts included in clause (a) hereof;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Consolidated Secured Debt” means, as of any date, all Consolidated Debt of Holdings and its Restricted Subsidiaries as of such date that is secured by a Lien on any assets of Holdings or any of its Restricted Subsidiaries.

“Consolidated Total Net Debt” means, as of any date, the Consolidated Debt as of such date minus all Unrestricted Cash, in each case, determined based upon the financial statements for the most recent four fiscal quarter period available internally as of the date of determination, calculated on a Pro Forma Basis; provided that for purposes of calculating the Consolidated Total Net Debt with respect to any Indebtedness then being incurred in reliance on compliance with any financial ratio-based incurrence test, Unrestricted Cash will not include any proceeds received from such Indebtedness.

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

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

(b) to advance or supply funds

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

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

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

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

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

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

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

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

“Control Agreements” means (i) in the case of any DDA, collection account or commodities account located in the United States or any state thereof, a control agreement among the Collateral Agent, the applicable Loan Party and the Depository Bank at which each such DDA, collection account or commodities account, as the case may be, is held, and (ii) in the case of any DDA, collection account or commodities account located outside the United States or any state thereof, such documentation as may be reasonably requested by the Administrative Agent to the extent necessary to provide the Administrative Agent with a perfected security interest in such DDA, collection account or commodities account, in each case, in form and substance reasonably satisfactory to the Administrative Agent in its Permitted Discretion, which shall include in the case of any DDA, collection account or commodities account located in England and Wales, (i) delivery of a notice of assignment and/or charge to the relevant account bank pursuant to the relevant English Security Document, which notifies such account bank to continue to act on the instructions of the relevant English Subsidiary Loan Party with respect to the relevant DDA, collection account or commodities account until an Event of Default which is continuing (as defined in the applicable English Security Document) has occurred or Cash Dominion Period has commenced and the occurrence of such Event of Default (as defined in the applicable English Security Document) or commencement of such Cash Dominion Period has been notified to the account bank by the Collateral Agent; and (ii) subject to the following provisos, an acknowledgement of the notice referred to in clause (i) above by the account bank and substantially in the form scheduled to the relevant English Security Document or otherwise in form and substance satisfactory to the Administrative Agent; provided, that (A) the relevant English Subsidiary Loan Party shall be required to use commercially reasonable efforts for no longer than thirty (30) Business Days (or such longer period as agreed by the Administrative Agent) to obtain such acknowledgement from the relevant account bank (and upon failure to obtain such acknowledgement within such period, such English Subsidiary Loan Party shall be required within 90 days of request from the Administrative Agent (or such longer period as the Administrative Agent may agree in its sole discretion) to move such DDA, collection account or commodities account to the Administrative Agent or another bank that provides such notice and acknowledgment) and (B) the relevant account bank shall not be required to agree in such acknowledgement to waive its customary rights of set-off in respect of ordinary course banking charges, costs and expenses associated with the establishment and operation of the relevant DDA, collection account or commodities account.

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

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

“Covenant Compliance Event” means at any time daily Excess Availability shall be less than an amount equal to the greater of (i) $22,500,00031,875,000 and (ii) 10.0% of the Line Cap; provided that, to the extent that the Covenant Compliance Event has occurred, the Covenant Compliance Event shall be deemed to exist until Excess Availability shall be equal to or greater than an amount equal to the greater of (i) $22,500,00031,875,000 and (ii) 10.0% of the Line Cap for at least twenty (20) consecutive Business Day.

“Covenant Compliance Period” means the period commencing with the occurrence of a Covenant Compliance Event and ending only after such Covenant Compliance Event is no longer in existence or has been waived by Required Lenders.

“Covered Entity” means any of the following:

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

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

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

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

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

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

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

“Curative Amounts” means the net amount of a cash equity contribution (which shall be common equity or otherwise in a form reasonably acceptable to the Administrative Agent),. For the avoidance of doubt, the forgiveness of antecedent debt (whether Indebtedness, trade payables, or otherwise) shall not constitute Curative Amounts.

“Cure Expiration Date” has the meaning assigned to such term in Section 8.02.

“Cure Right” has the meaning assigned to such term in Section 8.02.

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

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

“DDA” means any checking or other demand deposit account maintained by the Loan Parties.

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

“Debt Representative” means, as applicable, (x) in the case of Indebtedness that is (or would be if this Agreement existed) secured by the Collateral on a junior basis to the Obligations and/or (y) in the case of Material Springer Debt that is secured by assets and properties of the Loan Parties that do not constitute ABL Priority Collateral with respect to which junior Liens are granted in favor of the Collateral Agent (for the benefit of the Secured Parties) as required by Section 5.10(2), the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

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

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

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

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

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

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

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

“Designated Event of Default” means

(a) any Specified Event of Default, and

(b) any Event of Default under Section 8.01(4) (solely with respect to a default under Section 5.04(8), Section 5.12 or Section 6.10), Section 8.01(1) (solely with respect to Section 3.22) or Section 8.01(5).

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

“Dilution” means for any period, the fraction, expressed as a percentage, the numerator of which is the aggregate amount of reductions in the Accounts of the Borrowing Base Party for such period other than by reason of dollar-for-dollar cash payment and the denominator of which is the aggregate dollar amount of the gross sales of the Borrowing Base Party for such period.

“Dilution Reserve” means, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, as of any date of determination, an amount (initially $0) sufficient to reduce the advance rate against (i) Eligible Accounts, (other than Investment Grade Eligible Accounts), Eligible Billed Finance Accounts (other than Investment Grade Eligible Billed Finance Accounts) and Eligible Unbilled Accounts (other than Investment Grade Eligible Unbilled Accounts) by 1 percentage point (or fraction thereof, rounding to the nearest one-tenth of 1 percentage point) for each percentage point (or fraction thereof, rounding to the nearest one-tenth of 1 percentage point) by which Dilution is in excess of 5.0% and (ii) Investment Grade Eligible Accounts, Investment Grade Eligible Billed Finance Accounts and Investment Grade Eligible Unbilled Accounts by 1 percentage point (or fraction thereof, rounding to the nearest one-tenth of 1 percentage point) for each percentage point (or fraction thereof, rounding to the nearest one-tenth of 1 percentage point) by which Dilution is in excess of 52.5%. Upon the request of the Administrative Agent (and, in any event, not less than quarterly), the Borrower shall assist in the Administrative Agent in calculating the Dilution Reserve.

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

“Disclosed Matter” means the existence or occurrence of any matter which has been disclosed either in writing by the Company to the Agent and the Lenders or in any filing made by Holdings with the SEC, in each case prior to the Closing Date.

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

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

“Disqualified Institution” means:

(1) 

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

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

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

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

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Notwithstanding anything in the Loan Documents to the contrary, the Administrative Agent shall not be responsible (or have any liability) for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (1) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Institution or (2) have any liability with respect to or arising out of any assignment or participation of Loans or Commitments, or disclosure of confidential information, to any Disqualified Institution. The list of Disqualified Institutions shall be available to Lenders upon request but shall not otherwise be posted to the Lenders without the Company’s consent. Furthermore, no written notice delivered as contemplated hereof shall retroactively to disqualify any Person that has previously acquired an assignment or participation interest in any Loans or Commitments or, in each case, entered into a trade for either of the foregoing.

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

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

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

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

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

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

(b) the Termination Date;

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

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

“Distribution Conditions” means the following conditions in connection with any transaction for which satisfaction of the Distribution Conditions is required under this Agreement:

(a) in respect of the immediately preceding consecutive 30 days and on the date of such transaction, in each case, calculated on a Pro Forma Basis after giving effect to such transaction,

(i) no Default or Event of Default has occurred and is continuing or would immediately result upon the consummation of such transaction, and

(ii) either (A) Excess Availability is at least the greater of (i) $52,500,00074,375,000 and (ii) 20% of the Line Cap, or

(B) Excess Availability is at least the greater of (i) $37,500,00053,125,000 and (ii) 15% of the Line Cap and the Company is in pro forma compliance with Section 6.10 immediately after giving effect to such transaction for the most recently ended Test Period,

(b) other than with respect to any Restricted Payments that are regularly scheduled dividends made in the ordinary course of business pursuant to Section 6.06(20), the Total Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such transaction, is less than or equal to, (x) in the case of Restricted Payments set forth in clause (a) of the definition thereof, 4.35:1.00, and (y) in the case of Restricted Payments set forth in clause (b) of the definition thereof, 5.35:1.00, and

(c) receipt by the Administrative Agent of a certificate of a Responsible Officer of the Company certifying as to calculations and satisfaction of the conditions set forth in foregoing clauses (a) through and including (b) above.

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

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

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

“DPP” means the Director of Public Prosecutions, acting as head of the CPS.

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

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“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 Accounts” means, at any time, all Accounts of the Borrowing Base Parties arising from the sales of goods and/or services in the ordinary course of business; provided, that Eligible Accounts shall not include any Account:

(1) which is not subject to a first priority perfected security interest in favor of the Administrative Agent under a Security Document governed by the same governing law applicable to such Account (or in the case of an Account governed under the law of a state of the United States, under the Collateral Agreement);

(2) (a) which is subject to any Lien other than Permitted Liens or (b) Accounts (which the Company has reasonable basis to determine) which are not a valid, legally enforceable obligations of the applicable Account Debtor with respect thereto ;

(3) which is unpaid more than 90 days after the date of the original invoice therefor or more than 60 days after the original due date, or which has been written off the books of the Company or the applicable Borrowing Base Parties or otherwise designated by the Company or the applicable Borrowing Base Parties as uncollectible (it being understood and agreed that in determining the aggregate amount from the same Account Debtor that is unpaid hereunder there shall be excluded the amount of any net credit balances relating to Accounts due from an Account Debtor which are unpaid more than 90 days after the date of the original invoice or more than 60 days after the original due date);

(4) which is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are known by the Company or the applicable Borrowing Base Parties to be ineligible pursuant to clause (3) above;

(5) which is owing by an Account Debtor to the extent the aggregate amount of Eligible Accounts owing from such Account Debtor and its Affiliates to the Company and the applicable Borrowing Base Parties is known by the Company to exceed 15% (or in the case of, Investment Grade Eligible Accounts, 20%) of the aggregate Eligible Accounts;

(6) with respect to which any covenant, representation, or warranty contained in this Agreement, the Collateral Agreement or any other Security Document has been breached in any material respect or is not true in any material respect;

(7) which

(i) does not arise from the sale of goods or performance of services in the ordinary course of business,

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(ii) is not evidenced by an invoice or other documentation reasonably satisfactory to the Administrative Agent which has been sent to the Account Debtor,

(iii) represents a progress billing,

(iv) is contingent upon the Company’s or the applicable Borrowing Base Party’s completion of any further performance,

(v) represents a sale on a bill-and-hold basis, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or return basis or

(vi) relates to payments of interest;

(8) with respect to which any check or other instrument of payment has been returned uncollected for any reason, and has not been promptly replaced by an instrument that is collected or collectable;

(9) for which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to such Account have not been performed by the Borrowing Base Parties or for which the associated revenue has not been earned;

(10) which is owed by an Account Debtor which has

(i) applied for, suffered, or consented to the appointment of any receiver, interim receiver, receiver and manager, administrative receiver, compulsory manager, custodian, trustee, monitor, liquidator or similar of its assets,

(ii) has had possession of all or substantially all of its property taken by any receiver, administrative receiver, compulsory manager, monitor, custodian, trustee, liquidator or similar,

(iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case under any state or federal or foreign bankruptcy or insolvency laws including under any Debtor Relief Laws (other than post-petition accounts payable of an Account Debtor that is a debtor-in-possession under the Bankruptcy Code, UK Insolvency Act or any similar foreign bankruptcy or insolvency laws and which is either (x) reasonably acceptable to the Administrative Agent or (y) so long as an order exists permitting payment of trade creditors specifically with respect to such Account Debtor and such Account Debtor has obtained adequate post-petition financing to pay such Accounts to the extent the order permitting such financing allows the payment of the applicable Account),

(iv) has admitted in writing its inability, or is generally unable to, pay its debts as they become due,

(v)  become insolvent, or

(vi) ceased operation of all or substantially all of its business (or the applicable business line);

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(11) which is owed by an Account Debtor which,

(i) does not maintain its chief executive office in an Approved Jurisdiction or

(ii) is not organized under applicable law of an Approved Jurisdiction (or any state, province or territory thereof)

unless, in either case, such Account is backed by credit insurance reasonably acceptable to the Administrative Agent that has been assigned to the Administrative Agent or a letter of credit reasonably acceptable to the Administrative Agent which is in the possession of, has been assigned to and is directly drawable by the Administrative Agent;

(12) which is owed in any currency other than the national currency of an Approved Jurisdiction;

(13) which is owed by

(i) the government (or any department, agency, public corporation, or instrumentality thereof) of any country other than the government of the United States unless such Account is backed by credit insurance reasonably acceptable to the Administrative Agent that has been assigned to the Administrative Agent or a letter of credit reasonably acceptable to the Administrative Agent which is in the possession of the Administrative Agent, or

(ii) other than in respect of Eligible Accounts in an amount of $5,000,000 (after giving effect the applicable advance rate), the government of the United States or any department, agency, public corporation, or instrumentality thereof, if (x) the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.) (the “FACA”) and any other steps necessary to perfect the Lien of the Administrative Agent in such Account have not been complied with to the Administrative Agent’s satisfaction, and (y) a Default has occurred hereunder;

(14) which is owed by any Affiliate, employee, officer, director or agent of any Borrowing Base Party or any Subsidiary of a Borrowing Base Party;

(15) which is owed by an Account Debtor that (together with its Affiliates) is a vendor to the Borrowing Base Parties (as identified by the Company using a methodology reasonably acceptable to the Administrative Agent) and to which any Borrowing Base Party or any Subsidiary of a Loan Party is indebted, but only to the extent of such outstanding indebtedness or is subject to any outstanding security, deposit, progress payment, retainage or other similar advance made by or for the benefit of an Account Debtor, in each case to the extent thereof;

(16) which is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction, defense, setoff or dispute;

(17) which is evidenced by any promissory note, chattel paper, or instrument that has not been pledged to the Administrative Agent under the Collateral Agreement or any other Security Document;

(18) which is owed by an Account Debtor located in any jurisdiction which requires filing of a “Notice of Business Activities Report” or other similar report in order to permit the applicable Borrowing Base Parties to seek judicial enforcement in such jurisdiction of payment of such Account, unless such Borrowing Base Parties have filed such report or qualified to do business in such jurisdiction;

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(19) with respect to which the Borrowing Base Parties have made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given in the ordinary course of business, or any Account which was partially paid and the Loan Parties created a new receivable for the unpaid portion of such Account;

(20) which does not comply in all material respects with the requirements of all applicable laws and regulations, whether federal, state, foreign, provincial, territorial or local (including any restriction or limitation on the assignment or pledge of such Account or the grant of a security interest therein under the related contract), or requires the consent or notice to the applicable Account Debtor or any other person for the assignment of such Account or grant of a security interest therein, in each case, other than if such consents have been obtained or such notice has been provided; provided, that this proviso shall not apply to restrictions on assignment and transfer that are (or are deemed to be) ineffective pursuant to applicable law and that do not impair the applicable Agent’s Lien on such Accounts and/or the ability of the Administrative Agent to enforce against such Account, in each case, to the extent such restrictions are unenforceable pursuant to (i) the Uniform Commercial Code, (ii) the PPSA, (iii) section 354a of the German Commercial Code or (iv) equivalent laws in any other jurisdiction, unless, in each case, failure to comply with such restrictions are subject to any contractual penalty provision (in which case the exclusion pursuant to this proviso shall apply) and such assets should not form part of the Borrowing Base;

(21) which is for goods that have been sold under a purchase order or pursuant to the terms of a written or otherwise enforceable contract or other agreement or understanding that indicates or purports that any Person other than the Borrowing Base Parties has an ownership interest in such goods, or which indicates any party other than the Borrowing Base Parties as payee or remittance party;

(22) which was created on cash on delivery terms;

(23) which is sold, factored or otherwise transferred on a non-recourse basis or otherwise to a Finance SPE pursuant to the terms of a Third-Party Vendor Financing Program (other than customary provisions providing for indemnification and warranty claims) or sold, factored or otherwise transferred or subject to a Securitization Arrangement or Qualified Receivables Transaction;

(24) [reserved]; or

(25) which is owed by an Account Debtor that is a Sanctioned Person or Sanctioned Entity;

(26) which represent an Account to be collected by the Company or other Borrowing Base Parties on behalf of a third-party and the proceeds of which are intended to be remitted to such third-party, including, any pass through Accounts or any such Accounts related to any Securitization Arrangements, Third-Party Vendor Financing Program or Qualified Receivables Transaction; or

(27) which Accounts reflect a variance between the accounts receivable aging and general ledger, where the variance represents a reduction between the Accounts aging and general ledger.

Any Account acquired in an acquisition permitted under this Agreement that has not been subject to a field examination shall nevertheless constitute an Eligible Account for the period of sixty (60) days (or such longer period as the Administrative Agent may agree in its reasonable discretion) following the

38

consummation of such acquisition to the extent that such Account would otherwise qualify as an Eligible Account (all such Accounts, collectively, the “Eligible Acquired Account”); provided, however, that the aggregate value of the Eligible Acquired Accounts (taking into account, for the purposes of valuation, the immediately following paragraph) (along with all Eligible Acquired Inventory) shall not exceed 10% of the Line Cap.

In the event that an Account which was previously an Eligible Account ceases to be an Eligible Account hereunder, the Company shall exclude such Accounts from Eligible Accounts on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate. In determining the amount of an Eligible Account, the face amount of an Account may, in the Administrative Agent’ Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount or in any Reserves, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that the Borrowing Base Parties may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Borrowing Base Parties to reduce the amount of such Account.

“Eligible Acquired Account” has the meaning set forth in the definition of “Eligible Account.”

“Eligible Acquired Inventory” has the meaning set forth in the definition of “Eligible Inventory.”

“Eligible Billed Finance Accounts” means billed Accounts associated with billings of financed equipment sales and satisfy the criteria for “Eligible Accounts” (as set forth in the definition thereof).

“Eligible In-Transit Inventory” means Inventory owned by a Loan Party that would be Eligible Inventory under such definition if it were not in transit. Without limiting the foregoing, no Inventory shall be Eligible In-Transit Inventory unless it

(1) has cleared customs into the United States;

(2) is insured in accordance with the provisions of this Agreement and the other Loan Documents;

(3) has been identified to the applicable sales contract and title has passed to the applicable Loan Party;

(4) is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery, claim any reservation of title or otherwise assert Lien rights against the Inventory, or with respect to whom any Loan Party is in default of any obligations;

(5) is subject to customary purchase orders and other sale documentation consistent with such Loan Party’s ordinary course of dealing;

(6) is shipped by a common carrier that is not affiliated with the vendor,

(7) legal ownership thereof has passed to the applicable Loan Party (or is retained by the applicable Loan Party) as evidenced by customary documents of title, and

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(8) it has been shipped (i) from a location outside of an Approved Jurisdiction for receipt by any Loan Party in the United States within forty-five (45) days of the date of shipment (and such shipment has not been delayed beyond such forty-five (45) day delivery time), or (ii) from a location in an Approved Jurisdiction for receipt by any Loan Party in the United States within fifteen (15) days of the date of shipment (and such shipment has not been delayed beyond such fifteen (15) day delivery time), but, in either case, which has not yet been delivered to such Loan Party.

“Eligible Inventory” means, at any time, all Inventory of any Borrowing Base Party; provided, that Eligible Inventory shall not include any Inventory:

(1) which is not subject to a first priority perfected Lien in favor of the Administrative Agent pursuant to Security Documents governed by the law in which such Inventory is located;

(2) which is subject to any Lien other than a Permitted Lien;

(3) which is, reflected on the Borrowing Base Parties’ books and records as obsolete, unmerchantable, defective, used (including refurbished goods), unfit for sale, not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable due to age, type, category and/or quantity, or remains in the possession of a Borrowing Base Party more than 360 days from its original invoice date;

(4) with respect to which any covenant, representation, or warranty contained in this Agreement, the Collateral Agreement or any other Security Document has been breached in any material respect or is not true in any material respect;

(5) in which any Person other than the Borrowing Base Parties shall (i) have any direct or indirect ownership, interest or title to such Inventory (other than by virtue of a Permitted Lien) or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having or purporting to have an ownership interest therein;

(6) which is not finished goods or which constitutes work-in-process, raw materials spare or replacement parts, subassemblies, packaging and shipping material, manufacturing supplies, samples, prototypes, displays or display items, labels, returned, bill-and-hold goods, goods that are marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held for lease or sale in the ordinary course of business;

(7) which is (A) not located in an Approved Jurisdiction or (B) not located on, or in transit between, premises owned or leased by any of the Loan Parties, or that is stored with a bailee, warehouseman or similar Person, unless (i) such lessor, bailee, warehouseman or Person has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require in its Permitted Discretion or (ii) Reserves are permitted to be established hereunder by the Administrative Agent in its Permitted Discretion (or, during a Co-Collateral Agent Period, the Administrative Agent and the Co-Collateral Agent) with respect thereto;

(8) which is being processed offsite at a third party location or outside processor, or is in-transit to or from said third party location or outside processor unless (i) such third party or processor has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require in its Permitted Discretion or (ii) Reserves are permitted to be established hereunder by the Administrative Agent (or, during a Co-Collateral Agent Period, the Administrative Agent and the Co-Collateral Agent) in its Permitted Discretion with respect thereto;

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(9) (i)  which is in transit (A) from vendors and suppliers and (B) such Inventory is not Eligible In-Transit Inventory;

(ii) which is located offsite at a third party or other location where such Inventory (A) is commingled with any Inventory that is not owned by the Borrowing Base Loan Parties (including Inventory consigned thereto), (B) is in trucks, cars or other vehicles, (C) is at a location that cannot be specifically identified by the Administrative Agent and/or (D) is at a location that is not a permanent physical location (e.g., inventory located at a “virtual” location);

(10) which is the subject of a consignment by the Company or any such Borrowing Base Party (i) as consignee to the Company or any such Borrowing Base Party if such Inventory is physically maintained by such Borrowing Base Party but title has not passed to it or (ii) as consignor to a customer, in each case, unless based upon the facts of a consignment, the Administrative Agent determines to consent to eligibility of such Inventory as consigned goods based on such criteria as the Administrative Agent may require;

(11) which is perishable;

(12) which contains or bears any intellectual property rights licensed to the Borrowing Base Parties by a third party unless the Administrative Agent is reasonably satisfied that the Administrative Agent may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement or Reserves are permitted to be established hereunder by the Administrative Agent (or, during a Co-Collateral Agent Period, the Administrative Agent and the Co-Collateral Agent) in its Permitted Discretion with respect thereto;

(13) which is not reflected in a current perpetual inventory report of the Borrowing Base Parties (except with respect to in-transit Inventory, which is not deemed ineligible under clause (7) and is subject to customary purchase orders and other sale documentation consistent with such Loan Party’s ordinary course dealing);

(14) for which reclamation rights have been asserted by the seller;

(15) (i)  which is at a location where the aggregate value of all such Inventory at that location is less than $100,000;

(ii) which is intercompany profit or mark-up in inventory cost;

(iii) which is unreconciled variance between the perpetual inventory listings and general ledger, where the variance represents a reduction between the perpetual listing and general ledger;

(iv) which is ineligible for shrinkage determined based on the Company’s accruals for shrink per financial statements and/or historical test count results, and/or inventory test counts performed by the field examiners or

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(v) which represents purchase price variances or other inventory cost adjustments not reflecting within the perpetual listing that reflect a reduction to inventory value;

(16) which is purchased from a Sanctioned Person or Sanctioned Country; or

(17) which is Inventory in relation to which (i) any contract or related documentation (such as invoices or purchase orders) relating to such Inventory includes retention of title (or extended retention of title or romalpa) rights in favor of the vendor or supplier thereof, or (ii) under applicable governing laws, retention of title (or extended retention of title or romalpa rights) may be imposed unilaterally by the vendor or supplier thereof; provided that any Inventory in excess of the specific Inventory to which the retention of title (or extended retention of title or romalpa) rights under paragraphs (i) and (ii) relate shall not be excluded pursuant to this clause (17).

Inventory acquired in an acquisition permitted under this Agreement that has not been subject to an appraisal or field examination shall nevertheless constitute Eligible Inventory for the period of sixty (60) days (or such longer period as the Administrative Agent may agree in its reasonable discretion) following the consummation of such acquisition to the extent that such Inventory would otherwise qualify as Eligible Inventory (all such Inventory, collectively, the “Eligible Acquired Inventory”); provided, however, that the aggregate value of the Eligible Acquired Inventory (valued at cost (determined on a first-in-first-out basis)(taking into account, for the purposes of valuation, the immediately following paragraph) (along with all Eligible Acquired Inventory), shall not exceed 10% of Line Cap.

In the event that Inventory which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, the Borrowing Base Parties shall exclude such Inventory from Eligible Inventory on and at the time of submission to the Administrative Agent of the next Borrowing Base Certificate.

“Eligible Unbilled Accounts” means Accounts arising from the performance of services and/or the delivery of Inventory for which an invoice has not yet been issued by the Company or any Borrowing Base Party to the applicable Account Debtor, but which otherwise satisfy the criteria for “Eligible Accounts” (as set forth in the definition thereof), so long as an invoice is sent to the applicable Account Debtor within thirty (30) days of the creation of the Company’s internal invoice maintained by the Borrowing Base Parties for the tracking of unbilled accounts. Eligible Unbilled Accounts shall be reduced for balances not expected to be billed based on historical subsequent billing analysis on a three to twelve month basis at the discretion of the Administrative Agent.

“Engagement Letter” means that certain Engagement Letter, dated as of March 14, 2023, by and between the Company and the Administrative Agent.

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

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

“English Subsidiary Loan Party” means each of the Restricted Subsidiaries of the Company set forth on Schedule 1.01ALoan Parties organized under the laws of England and Wales.

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

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

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

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

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

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

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

“ERISA Event” means:

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

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

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

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

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

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

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

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

“Erroneous Payment” has the meaning assigned to it in Section 9.16(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 9.16(d)(i).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 9.16(d)(i).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 9.16(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 9.16(e)

“Payment Recipient” has the meaning assigned to it in Section 9.16(a).

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

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

“Excess Availability” means at any time (a) the Line Cap then in effect minus (b) the sum, without duplication, of (i) the then aggregate outstanding principal amount of Revolving Loans (including Swing Line Loans and Protective Advances), (ii) unreimbursed L/C Disbursements and (iii) the undrawn face amount of outstanding Letters of Credit.

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

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

44

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

“Excluded Accounts” means:

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

(ii) zero balance disbursement account,

(2) (iii) [reserved]zero balance disbursement accounts,

(3) rental deposit accounts (Mietkautionskonten),

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

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

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

(1) all Excluded Equity Interests;

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

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

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

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

(6) any Excluded Account;

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

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

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

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

46

contract or agreement not subject to the provisions specified in this clause (10); provided further that the exclusions referred to in this clause shall not include any proceeds of such lease, license, contract or agreement;

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

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

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

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

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

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

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

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

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

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(3) margin stock;

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

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

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

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

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