Standard Motor Products 8K Announces New $750 Million Credit Facility | SMP 17 Sep 24

|US-DOCS\152084442.10||

Exhibit 10.1

EXECUTION COPY



CREDIT AGREEMENT dated as of September 16, 2024 among STANDARD MOTOR PRODUCTS, INC. The Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. as Syndication Agent and CITIZENS BANK, N.A. as Documentation Agent
JPMORGAN CHASE BANK, N.A. and BofA SECURITIES, INC. as Joint Bookrunners and JPMORGAN CHASE BANK, N.A., BofA SECURITIES, INC. and CITIZENS BANK, N.A. as Joint Lead Arrangers

TABLE OF CONTENTS

Page

ARTICLE I Definitions1

SECTION 1.01.Defined Terms1

SECTION 1.02.Classification of Loans and Borrowings55

SECTION 1.03.Terms Generally55

SECTION 1.04.Accounting Terms; GAAP; Pro Forma Calculations56

SECTION 1.05.Interest Rates; Benchmark Notification57

SECTION 1.06.Status of Obligations57

SECTION 1.07.Letter of Credit Amounts58

SECTION 1.08.Divisions58

SECTION 1.09.Exchange Rates; Currency Equivalents58

SECTION 1.10.Limited Condition Acquisitions58

SECTION 1.11.Danish Terms59

ARTICLE II The Credits60

SECTION 2.01.Commitments60

SECTION 2.02.Loans and Borrowings61

SECTION 2.03.Requests for Borrowings61

SECTION 2.04.Determination of Dollar Amounts63

SECTION 2.05.Swingline Loans63

SECTION 2.06.Letters of Credit65

SECTION 2.07.Funding of Borrowings70

SECTION 2.08.Interest Elections70

SECTION 2.09.Termination and Reduction of Commitments72

SECTION 2.10.Repayment and Amortization of Loans; Evidence of Debt73

SECTION 2.11.Prepayment of Loans74

SECTION 2.12.Fees76

SECTION 2.13.Interest77

SECTION 2.14.Alternate Rate of Interest78

SECTION 2.15.Increased Costs82

SECTION 2.16.Break Funding Payments83

SECTION 2.17.Taxes84

SECTION 2.18.Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of

Setoffs87

SECTION 2.19.Mitigation Obligations; Replacement of Lenders89

SECTION 2.20.Expansion Option90

SECTION 2.21.Judgment Currency92

SECTION 2.22.Defaulting Lenders93

SECTION 2.23.Extension of Maturity Date95

SECTION 2.24.ESG Amendment97

SECTION 2.25.Designation of Foreign Subsidiary Borrowers98

ARTICLE III Representations and Warranties99

Table of Contents

(continued)

Page

SECTION 3.01.Organization; Powers; Subsidiaries99

SECTION 3.02.Authorization; Enforceability99

SECTION 3.03.Governmental Approvals; No Conflicts99

SECTION 3.04.Financial Condition; No Material Adverse Change100

SECTION 3.05.Properties100

SECTION 3.06.Litigation, Environmental and Labor Matters100

SECTION 3.07.Compliance with Laws101

SECTION 3.08.Investment Company Status101

SECTION 3.09.Taxes101

SECTION 3.10.ERISA101

SECTION 3.11.Disclosure101

SECTION 3.12.Liens101

SECTION 3.13.No Default101

SECTION 3.14.No Burdensome Restrictions102

SECTION 3.15.Solvency102

SECTION 3.16.Insurance102

SECTION 3.17.Security Interest in Collateral102

SECTION 3.18.Anti-Corruption Laws and Sanctions102

SECTION 3.19.Affected Financial Institutions102

SECTION 3.20.Plan Assets; Prohibited Transactions102

SECTION 3.21.Margin Regulations102

SECTION 3.22.Danish Borrowers103

SECTION 3.23.DAC6103

ARTICLE IV Conditions103

SECTION 4.01.Effective Date103

SECTION 4.02.Each Credit Event104

SECTION 4.03.Julius Closing Date Loans104

SECTION 4.04.Designation of a Foreign Subsidiary Borrower106

ARTICLE V Affirmative Covenants107

SECTION 5.01.Financial Statements and Other Information107

SECTION 5.02.Notices of Material Events109

SECTION 5.03.Existence; Conduct of Business109

SECTION 5.04.Payment of Taxes109

SECTION 5.05.Maintenance of Properties; Insurance109

SECTION 5.06.Books and Records; Inspection Rights110

SECTION 5.07.Compliance with Laws110

SECTION 5.08.Use of Proceeds111

SECTION 5.09.Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances111

SECTION 5.10.Accuracy of Information112

SECTION 5.11.Designation of Subsidiaries113

SECTION 5.12.Financial Assistance113

SECTION 5.13.Post-Closing Covenant113

ARTICLE VI Negative Covenants114

iii

Table of Contents

(continued)

Page

SECTION 6.01.Indebtedness114

SECTION 6.02.Liens116

SECTION 6.03.Fundamental Changes118

SECTION 6.04.Dispositions119

SECTION 6.05.Investments, Loans, Advances, Guarantees and Acquisitions120

SECTION 6.06.Swap Agreements123

SECTION 6.07.Transactions with Affiliates123

SECTION 6.08.Restricted Payments123

SECTION 6.09.Restrictive Agreements124

SECTION 6.10.Subordinated Indebtedness and Amendments to Subordinated Indebtedness

Documents124

SECTION 6.11.Sale and Leaseback Transactions125

SECTION 6.12.[Reserved]125

SECTION 6.13.Financial Covenants125

ARTICLE VII Events of Default125

SECTION 7.01.Events of Default125

SECTION 7.02.Remedies Upon an Event of Default127

SECTION 7.03.Application of Payments129

ARTICLE VIII The Administrative Agent130

SECTION 8.01.Authorization and Action130

SECTION 8.02.Administrative Agent’s Reliance, Limitation of Liability, Etc133

SECTION 8.03.Posting of Communications134

SECTION 8.04.The Administrative Agent Individually135

SECTION 8.05.Successor Administrative Agent135

SECTION 8.06.Acknowledgements of Lenders and Issuing Bank136

SECTION 8.07.Collateral Matters.138

SECTION 8.08.Credit Bidding139

SECTION 8.09.Certain ERISA Matters140

SECTION 8.10.Borrower Communications141

ARTICLE IX Miscellaneous142

SECTION 9.01.Notices142

SECTION 9.02.Waivers; Amendments143

SECTION 9.03.Expenses; Limitation of Liability; Indemnity; Etc146

SECTION 9.04.Successors and Assigns148

SECTION 9.05.Survival152

SECTION 9.06.Counterparts; Integration; Effectiveness; Electronic Execution152

SECTION 9.07.Severability153

SECTION 9.08.Right of Setoff153

SECTION 9.09.Governing Law; Jurisdiction; Consent to Service of Process154

SECTION 9.10.WAIVER OF JURY TRIAL155

SECTION 9.11.Headings155

SECTION 9.12.Confidentiality156

Table of Contents

(continued)

Page

SECTION 9.13.USA PATRIOT Act157

SECTION 9.14.Releases of Subsidiary Guarantors157

SECTION 9.15.Appointment for Perfection158

SECTION 9.16.Interest Rate Limitation158

SECTION 9.17.No Fiduciary Duty, etc158

SECTION 9.18.Acknowledgement and Consent to Bail-In of Affected Financial Institutions159

SECTION 9.19.Acknowledgement Regarding Any Supported QFCs159

SECTION 9.20.Company as Administrative Borrower160

ARTICLE X Company Guarantee160

ARTICLE XI Collection Allocation Mechanism162

Table of Contents

(continued)

Page

SCHEDULES:

Schedule 1.01 – Sustainability Table and Sustainability Pricing Adjustments

Schedule 2.01 – Commitments

Schedule 2.06 – Existing Letters of Credit

Schedule 3.01 – Subsidiaries

Schedule 5.11 – Unrestricted Subsidiaries

Schedule 6.01 – Existing Indebtedness

Schedule 6.02 – Existing Liens

Schedule 6.05 – Existing Investments, Loans, Advances, Guarantees and Acquisitions

EXHIBITS:

Exhibit A – Form of Assignment and Assumption

Exhibit B – Form of Increasing Lender Supplement

Exhibit C – Form of Augmenting Lender Supplement

Exhibit D – List of Closing Documents

Exhibit E-1 – Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)

Exhibit E-2 – Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)

Exhibit E-3 – Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)

Exhibit E-4 – Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)

Exhibit F-1 – Form of Borrowing Subsidiary Agreement

Exhibit F-2 – Form of Borrowing Subsidiary Termination

CREDIT AGREEMENT (this “Agreement”) dated as of September 16, 2024 among

STANDARD MOTOR PRODUCTS, INC., the FOREIGN SUBSIDIARY BORROWERS from time to

time party hereto, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A.,

as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01.Defined Terms. As used in this Agreement, the following terms have

the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to such Loan, or the

Loans comprising such Borrowing, bearing interest at a rate determined by reference to the Alternate

Base Rate. All ABR Loans shall be denominated in Dollars.

“Account” has the meaning assigned to such term, as applicable and as the context may

require, in the Security Agreement.

“Account Debtor” means (i) any Person obligated on an Account or (ii) for the purposes

of a Customer Draft, the drawer or maker of such Customer Draft.

“Acquisition” means any acquisition (whether by purchase, merger, consolidation or

otherwise) or series of related acquisitions by the Company or any Restricted Subsidiary of (i) all or

substantially all the assets of (or all or substantially all the assets constituting a business or operating unit,

division, product line or line of business of) any Person or (ii) all or substantially all the Equity Interests

in a Person or division or line of business of a Person.

“Additional Commitment Lender” has the meaning assigned to it in Section 2.23(d).

“Adjusted CIBO Rate” means, with respect to any Term Benchmark Borrowing

denominated in Danish Kroner for any Interest Period, an interest rate per annum equal to (a) the CIBO

Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted

CIBO Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the

Floor for the purposes of this Agreement.

“Adjusted Daily Simple RFR” means, (i) with respect to any RFR Borrowing

denominated in Pounds Sterling, an interest rate per annum equal to the Daily Simple RFR for Pounds

Sterling, (ii) with respect to any RFR Borrowing denominated in Swiss Francs, an interest rate per annum

equal to the Daily Simple RFR for Swiss Francs, (iii) with respect to any RFR Borrowing denominated in

Dollars, an interest rate per annum equal to (a) the Daily Simple RFR for Dollars, plus (b) 0.10% and (iv)

with respect to any RFR Borrowing denominated in Canadian Dollars, an interest rate per annum equal to

(a) the Daily Simple RFR for Canadian Dollars, plus (b) 0.29547%; provided that if the Adjusted Daily

Simple RFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the

Floor for the purposes of this Agreement.

“Adjusted EURIBO Rate” means, with respect to any Term Benchmark Borrowing

denominated in euro for any Interest Period, an interest rate per annum equal to (a) the EURIBO Rate for

such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted EURIBO

Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for

the purposes of this Agreement.

“Adjusted Term CORRA Rate” means, for purposes of any calculation, the rate per

annum equal to (a) Term CORRA for such calculation plus (b) 0.29547% for a one month interest period

or 0.32138% for a three month interest period; provided that if the Adjusted Term CORRA Rate as so

determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the

purposes of this Agreement.

“Adjusted Term SOFR Rate” means, with respect to any Term Benchmark Borrowing

denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) the Term SOFR

Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so

determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the

purposes of this Agreement.

“Administrative Agent” means JPMorgan Chase Bank, N.A. (or any of its designated

branch offices or affiliates), in its capacity as administrative agent for the Lenders hereunder.

“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, 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.

“Agent-Related Person” has the meaning assigned to such term in Section 9.03(d).

“Agreed Currencies” means all Agreed Global Tranche Currencies and all Agreed Danish

Tranche Currencies.

“Agreed Danish Tranche Currencies” means (i) Dollars, (ii) Danish Kroner, (iii) euro and

(iv) any other currency (x) that is a lawful currency that is readily available and freely transferable and

convertible into Dollars and (y) that is agreed to by the Administrative Agent and each of the Danish

Tranche Revolving Lenders.

“Agreed Global Tranche Currencies” means (i) Dollars, (ii) euro, (iii) Pounds Sterling,

(iv) Swiss Francs, (v) Canadian Dollars and (vi) any other currency (other than Dollars) (x) that is a

lawful currency that is readily available and freely transferable and convertible into Dollars and (y) that is

agreed to by the Administrative Agent and each of the Global Tranche Revolving Lenders.

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

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a)

the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the

Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities

Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the

immediately preceding U.S. Government Securities Business Day) plus 1%; provided that, for the

purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR

Reference Rate at approximately 5:00 a.m., Chicago time, on such day (or any amended publication time

for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term

SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the

Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the

effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate,

respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section

2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to

Section 2.14(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall

be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base

Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be

1.00% for purposes of this Agreement.

“Alternative Term A-1 Loan Funding Date” means the date (if any), following the

Administrative Agent’s receipt of a Julius Acquisition Termination Notice, that the Alternatively Funded

Term A-1 Loans are funded pursuant to Section 2.01(b).

“Alternatively Funded Term A-1 Loans” means Term A-1 Loans (if any), in an aggregate

principal amount not to exceed $100,000,000, funded pursuant to Section 2.01(b) on the Alternative Term

A-1 Loan Funding Date.

“Ancillary Document” has the meaning assigned to such term in Section 9.06.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction

applicable to the Company or any of its Subsidiaries from time to time concerning or relating to bribery or

corruption.

“Applicable LC Sublimit” means, as of the Effective Date (i) with respect to JPMorgan

Chase Bank, N.A. in its capacity as an Issuing Bank under this Agreement, $8,333,334, (ii) with respect

to Bank of America, N.A. in its capacity as an Issuing Bank under this Agreement, $8,333,333 and (iii)

with respect to Citizens Bank, N.A. in its capacity as an Issuing Bank under this Agreement, $8,333,333,

as each of the foregoing amounts may be decreased or increased from time to time with the written

consent of the Company, the Administrative Agent and the Issuing Banks (provided that any increase in

the Applicable LC Sublimit with respect to any Issuing Bank (and any decrease in the Applicable LC

Sublimit with respect to any Issuing Bank after any such increase in the Applicable LC Sublimit of such

Issuing Bank so long as such decrease would not cause the Applicable LC Sublimit of such Issuing Bank

to be less than its Applicable LC Sublimit as of the Effective Date) shall only require the consent of the

Company, the Administrative Agent and such Issuing Bank).

“Applicable Maturity Date” has the meaning assigned to such term in Section 2.23(a)

(and, for clarification purposes and to avoid any ambiguity, the reference to “the Maturity Date” in

Section 9.02(b) hereof shall be construed to be a reference to “any applicable Maturity Date”).

“Applicable Parties” has the meaning assigned to such term in Section 8.03(c).

“Applicable Percentage” means, with respect to any Lender at any time, (a) with respect

to Revolving Loans, the percentage equal to a fraction the numerator of which is such Lender’s Revolving

Commitments at such time and the denominator of which is the aggregate Revolving Commitments of all

Revolving Lenders at such time (provided that, if the Revolving Commitments have terminated or

expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most

recently in effect, giving effect to any assignments); provided that in the case of Section 2.22 when a

Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitments shall be

disregarded in the calculation, (b) with respect to LC Exposure or Swingline Loans, the percentage equal

to a fraction the numerator of which is such Lender’s Global Tranche Revolving Commitment at such

time and the denominator of which is the aggregate Global Tranche Revolving Commitments of all

Global Tranche Revolving Lenders at such time (provided that, if the Global Tranche Revolving

Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the

Global Tranche Revolving Commitments most recently in effect, giving effect to any assignments);

provided that in the case of Section 2.22 when a Defaulting Lender shall exist, any such Defaulting

Lender’s Global Tranche Revolving Commitment shall be disregarded in the calculation, (c) with respect

to Term A-1 Loans, (x) at any time prior to the funding of the Term A-1 Loans on the Term A-1 Loan

Funding Date, a percentage equal to a fraction the numerator of which is such Lender’s Term A-1 Loan

Commitment and the denominator of which is the aggregate Term A-1 Loan Commitments of all Term

A-1 Lenders and (y) at any time after the funding of the Term A-1 Loans, a percentage equal to a fraction

the numerator of which is such Lender’s outstanding principal amount of the Term A-1 Loans and the

denominator of which is the aggregate outstanding principal amount of the Term A-1 Loans of all Term

A-1 Lenders and (d) with respect to Term A-2 Loans, (x) at any time prior to the funding of the Term A-2

Loans, a percentage equal to a fraction the numerator of which is such Lender’s Term A-2 Loan

Commitment and the denominator of which is the aggregate Term A-2 Loan Commitments of all Term

A-2 Lenders and (y) at any time after the funding of the Term A-2 Loans, a percentage equal to a fraction

the numerator of which is such Lender’s outstanding principal amount of the Term A-2 Loans and the

denominator of which is the aggregate outstanding principal amount of the Term A-2 Loans of all Term

A-2 Lenders.

“Applicable Rate” means, for any day, (a) with respect to any Term Benchmark

Revolving Loan or any Term Benchmark Term Loan, the applicable rate per annum set forth below under

the caption “Term Benchmark Spread”, (b) with respect to any RFR Revolving Loan or any RFR Term

Loan, the applicable rate per annum set forth below under the caption “RFR Spread”, (c) with respect to

any ABR Revolving Loan or any ABR Term Loan, the applicable rate per annum set forth below under

the caption “ABR Spread”, and (d) with respect to the commitment fees payable hereunder, the applicable

rate per annum set forth below under the caption “Commitment Fee Rate”, in each case based upon the

Total Net Leverage Ratio applicable on such day.


	Total Net Leverage Ratio:	Term Benchmark Spread	RFR Spread	ABR Spread	Commitment Fee/Ticking Fee Rate
Category 1:	≤ 1.25 to 1.00	1.25%	1.25%	0.25%	0.175%
Category 2:	> 1.25 to 1.00 but ≤ 2.25 to 1.00	1.50%	1.50%	0.50%	0.20%
Category 3:	> 2.25 to 1.00 but ≤ 3.00 to 1.00	1.75%	1.75%	0.75%	0.225%


Category 4:	> 3.00 to 1.00 but ≤ 3.50 to 1.00	2.00%	2.00%	1.00%	0.25%
Category 5:	> 3.50 to 1.00	2.25%	2.25%	1.25%	0.275%

For purposes of the foregoing,

(i) if at any time the Company fails to deliver the Financials on or before the date the

Financials are due pursuant to Section 5.01, Category 5 shall, at the option of the Administrative

Agent or at the request of the Required Lenders, be deemed applicable for the period

commencing three (3) Business Days after the required date of delivery and ending on the date

which is three (3) Business Days after the Financials are actually delivered, after which the

Category shall be determined in accordance with the table above as applicable;

(ii) except as otherwise provided in paragraphs (iii) and (iv) below, adjustments, if any, to

the Category then in effect shall be effective three (3) Business Days after the Administrative

Agent has received the applicable Financials (it being understood and agreed that each change in

Category shall apply during the period commencing on the effective date of such change and

ending on the date immediately preceding the effective date of the next such change);

(iii) notwithstanding the foregoing, Category 2 shall be deemed to be applicable until the

Administrative Agent’s receipt of the applicable Financials for the Company’s first fiscal quarter

ending after the Effective Date and adjustments to the Category then in effect shall thereafter be

effected in accordance with the preceding paragraphs (i) and (ii); and

(iv) notwithstanding the foregoing (including the immediately preceding clause (iii)),

Category 4 shall be deemed to be applicable from and after the Julius Closing Date until the

Administrative Agent’s receipt of the Financials for the Company’s first full fiscal quarter ending

after the Julius Closing Date and adjustments to the Category then in effect shall thereafter be

effected in accordance with the preceding paragraphs (i) and (ii).

“Applicable Term A-1 Loan Amortization Percentage” means (i) for each of the first

eight (8) fiscal quarters ending after the Term A-1 Loan Funding Date, 1.25%, (ii) for each of the

following four (4) fiscal quarters ending thereafter, 1.875% and (iii) for each of the following fiscal

quarters ending thereafter, 2.50%.

“Applicable Term A-2 Loan Amortization Percentage” means (i) for each of the first

eight (8) fiscal quarters ending after the Julius Closing Date, 1.25%, (ii) for each of the following four (4)

fiscal quarters ending thereafter, 1.875% and (iii) for each of the following fiscal quarters ending

thereafter, 2.50%.

“Applicable Time” means, with respect to any Borrowings and payments in any Foreign

Currency, the local time in the place of settlement for such Foreign Currency as may be determined by the

Administrative Agent or the Issuing Bank, as the case may be, to be necessary for timely settlement on

the relevant date in accordance with normal banking procedures in the place of payment.

“Approved Borrower Portal” has the meaning assigned to it in Section 8.10(a).

“Approved Electronic Platform” has the meaning assigned to such term in Section

8.03(a).

“Approved Fund” has the meaning assigned to such term in Section 9.04(b).

“Arranger” means each of (i) JPMorgan Chase Bank, N.A. and BofA Securities, Inc., in

their capacities as joint bookrunners and (ii) and JPMorgan Chase Bank, N.A., BofA Securities, Inc. and

Citizens Bank, N.A., in their capacities as joint lead arrangers hereunder.

“Asbestos Claims” means claims seeking to impose liability on the Company in

connection with any alleged exposure to asbestos.

“Assignment and Assumption” means an assignment and assumption agreement entered

into by a Lender and an assignee (with the consent of any party whose consent is required by

Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form

(including electronic records generated by the use of an electronic platform) approved by the

Administrative Agent.

“Available Danish Tranche Revolving Commitments” means, at any time with respect to

any Danish Tranche Lender, the Danish Tranche Revolving Commitments of such Danish Tranche

Lender then in effect minus the Danish Tranche Revolving Credit Exposure of such Danish Tranche

Lender at such time.

“Available Global Tranche Revolving Commitments” means, at any time with respect to

any Global Tranche Lender, the Global Tranche Revolving Commitments of such Global Tranche Lender

then in effect minus the Global Tranche Revolving Credit Exposure of such Global Tranche Lender at

such time; it being understood and agreed that any Global Tranche Lender’s Swingline Exposure shall not

be deemed to be a component of the Global Tranche Revolving Credit Exposure for purposes of

calculating the commitment fee under Section 2.12(a).

“Available Tenor” means, as of any date of determination and with respect to the then-

current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component

thereof) or payment period for interest calculated with reference to such Benchmark (or component

thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term

rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to

this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such

Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section

2.14.

“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).

“Banking Services” means each and any of the following bank services provided to the

Company or any Subsidiary by any Lender or any of its Affiliates: (a) credit cards for commercial

customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored value

cards, (c) merchant processing services and (d) treasury management services (including, without

limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit

scheme or arrangement, overdrafts and interstate depository network services).

“Banking Services Agreement” means any agreement entered into by the Company or

any Subsidiary in connection with Banking Services.

“Banking Services Obligations” means any and all obligations of the Company or any

Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or

acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in

connection with Banking Services.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as

now and hereafter in effect, or any successor statute.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject

of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator,

trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the

reorganization or liquidation of its business appointed for it, or, in the good faith determination of the

Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or

acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding

entered in respect thereof; provided that a Bankruptcy Event shall not result solely by virtue of any

ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental

Authority or instrumentality thereof, unless such ownership interest results in or provides such Person

with immunity from the jurisdiction of courts within the United States or from the enforcement of

judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or

instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such

Person.

“Benchmark” means, initially, with respect to any (i) RFR Loan in any Agreed Currency,

the applicable Relevant Rate for such Agreed Currency or (ii) Term Benchmark Loan, the Relevant Rate

for such Agreed Currency; provided that if a Benchmark Transition Event or a Term CORRA Reelection

Event and the related Benchmark Replacement Date have occurred with respect to the applicable

Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means the

applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such

prior benchmark rate pursuant to clause (b) of Section 2.14.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth

in the order below that can be determined by the Administrative Agent for the applicable Benchmark

Replacement Date; provided that, in the case of any Loan denominated in a Foreign Currency (other than

any Loan denominated in Canadian Dollars), “Benchmark Replacement” shall mean the alternative set

forth in (2) below:

(1)in the case of any Loan denominated in Dollars, the Adjusted Daily Simple RFR

for RFR Borrowings denominated in Dollars and/or in the case of any Loan denominated in

Canadian Dollars, the Adjusted Daily Simple RFR for RFR Borrowings denominated in Canadian

Dollars;

(2)the sum of: (a) the alternate benchmark rate that has been selected by the

Administrative Agent and the Company as the replacement for the then-current Benchmark for

the applicable Corresponding Tenor giving due consideration to (i) any selection or

recommendation of a replacement benchmark rate or the mechanism for determining such a rate

by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for

determining a benchmark rate as a replacement for the then-current Benchmark for syndicated

credit facilities denominated in the applicable Agreed Currency at such time in the United States

and (b) the related Benchmark Replacement Adjustment;

provided that, notwithstanding anything to the contrary in this Agreement or in any other

Loan Document, upon the occurrence of a Term CORRA Reelection Event, and the delivery of a

Term CORRA Notice, on the applicable Benchmark Replacement Date the “Benchmark

Replacement” shall revert to and shall be deemed to be the Adjusted Term CORRA Rate.

If the Benchmark Replacement as determined pursuant to clause (1) or clause (2) would

be less than the Floor, the Benchmark Replacement will 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 Interest Period

and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment,

or method for calculating or determining such spread adjustment, (which may be a positive or negative

value or zero) that has been selected by the Administrative Agent and the Company for the applicable

Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread

adjustment, or method for calculating or determining such spread adjustment, for the replacement of such

Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body

on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market

convention for determining a spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark

Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark

Replacement and/or any Term Benchmark Revolving Loan denominated in Dollars or Canadian Dollars,

as applicable, any technical, administrative or operational changes (including changes to the definition of

“Alternate Base Rate,” the definition of “Canadian Prime Rate”, the definition of “Business Day,” the

definition of “U.S. Government Securities Business Day,” the definition of “RFR Business Day,” the

definition of “Interest Period,” timing and frequency of determining rates and making payments of

interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of

lookback periods, the applicability of breakage provisions, and other technical, administrative or

operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and

implementation of such Benchmark and to permit the administration thereof by the Administrative Agent

in a manner substantially consistent with market practice (or, if the Administrative Agent decides that

adoption of any portion of such market practice is not administratively feasible or if the Administrative

Agent determines that no market practice for the administration of such Benchmark exists, in such other

manner of administration as the Administrative Agent decides is reasonably necessary in connection with

the administration of this Agreement and the other Loan Documents).

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

occur of the following events with respect to such then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,”

the later of (a) the date of the public statement or publication of information referenced therein

and (b) the date on which the administrator of such Benchmark (or the published component used

in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of

such Benchmark (or such component thereof);

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the

first date on which such Benchmark (or the published component used in the calculation thereof)

has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or

component thereof) have been determined and announced by the regulatory supervisor for the

administrator of such Benchmark (or such component thereof) to be no longer representative;

provided that such non-representativeness will be determined by reference to the most recent

statement or publication referenced in such clause (3) and even if such Benchmark (or component

thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such

component thereof) continues to be provided on such date; or

(3)in the case of a Term CORRA Reelection Event, the date that is thirty (30) days

after the date a Term CORRA Notice (if any) is provided to the Lenders and the Company

pursuant to Section 2.14(c).

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement

Date occurs on the same day as, but earlier than, the Reference Time in respect of any

determination, the Benchmark Replacement Date will be deemed to have occurred prior to the

Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be

deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the

occurrence of the applicable event or events set forth therein with respect to all then-current

Available Tenors of such Benchmark (or the published component used in the calculation

thereof).

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of

one or more of the following events with respect to such then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the

administrator of such Benchmark (or the published component used in the calculation thereof)

announcing that such administrator has ceased or will cease to provide all Available Tenors of

such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the

time of such statement or publication, there is no successor administrator that will continue to

provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any

Available Tenor of such Benchmark (or such component thereof);

(2)a public statement or publication of information by the regulatory supervisor for

the administrator of such Benchmark (or the published component used in the calculation

thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the

central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with

jurisdiction over the administrator for such Benchmark (or such component), a resolution

authority with jurisdiction over the administrator for such Benchmark (or such component) or a

court or an entity with similar insolvency or resolution authority over the administrator for such

Benchmark (or such component), in each case which states that the administrator of such

Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such

component thereof) or, if such Benchmark is a term rate, 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 such

Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available

Tenor of such Benchmark (or such component thereof); or

(3)a public statement or publication of information by the regulatory supervisor for

the administrator of such Benchmark (or the published component used in the calculation thereof)

announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term

rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of

a specified future date will no longer be, representative.

For the avoidance of doubt, a “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, with respect to any Benchmark, the period (if

any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that

definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current

Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14

and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for

all purposes hereunder and under any Loan Document in accordance with Section 2.14.

“Beneficial Ownership Certification” means a certification regarding beneficial

ownership or control as required by the Beneficial Ownership Regulation.

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of

ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which

Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset

Regulations 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 party means an “affiliate” (as such term is defined under, and

interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrower” means the Company or any Foreign Subsidiary Borrower. As of the

Effective Date, there are no Borrowers under this Agreement other than the Company, and, for the

avoidance of doubt, the Initial Danish Borrower will not be party to this Agreement until the Initial

Danish Borrower becomes a Foreign Subsidiary Borrower, on or following the Julius Closing Date,

pursuant to the terms of Section 2.25 and Section 4.04.

“Borrowing” means (a) Revolving Loans of the same Type and Class, made, converted or

continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest

Period is in effect, (b) a Term Loan of the same Type and Class, made, converted or continued on the

same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect or

“Borrowing Request” means a request by any Borrower for a Borrowing in accordance

with Section 2.03, which shall be substantially in the form approved by the Administrative Agent and

separately provided to such Borrower.

“Borrowing Subsidiary Agreement” means a Borrowing Subsidiary Agreement

substantially in the form of Exhibit F-1.

“Borrowing Subsidiary Termination” means a Borrowing Subsidiary Termination

substantially in the form of Exhibit F-2.

“Burdensome Restrictions” means any consensual encumbrance or restriction of the type

described in clause (a) or (b) of Section 6.09.

“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are

open for business in New York City; provided that in addition to the foregoing, a Business Day shall be

(i) in relation to Loans denominated in euro and in relation to the calculation or computation of the

EURIBO Rate, any day which is a TARGET Day, (ii) in relation to Loans denominated in Canadian

Dollars and in relation to the calculation or computation of CORRA or the Canadian Prime Rate, any day

(other than a Saturday or a Sunday) on which banks are open for business in Toronto, (iii) in relation to

RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such

RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that

is only an RFR Business Day, (iv) in relation to Loans referencing the Adjusted Term SOFR Rate and any

interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the

Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR

Rate, any such day that is a U.S. Government Securities Business Day and (v) in relation to Loans

denominated in Danish Kroner and in relation to the calculation or computation of CIBO Rate, any day

(other than a Saturday or a Sunday) on which banks are open for business in Copenhagen.

“CAM” means the mechanism for the allocation and exchange of interests in the

Designated Obligations and collections thereunder established under Article XI.

“CAM Exchange” means the exchange of the Lenders’ interests provided for in

Article XI.

“CAM Exchange Date” means the first date on which there shall occur (a) any event

referred to in clause (h) or (i) of Article VII with respect to any Borrower or (b) an acceleration of Loans

pursuant to Article VII.

“CAM Percentage” means, as to each Lender, a fraction, expressed as a decimal, of

which (a) the numerator shall be the aggregate Dollar Amount (determined as of the CAM Exchange

Date) of the Designated Obligations owed to such Lender (whether or not at the time due and payable) on

the date immediately prior to the CAM Exchange Date and (b) the denominator shall be the Dollar

Amount (as so determined) of the Designated Obligations owed to all the Lenders (whether or not at the

time due and payable) on the date immediately prior to the CAM Exchange Date.

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

“Canadian Prime Rate” means, on any day, the rate determined by the Administrative

Agent to be the higher of (i) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg

screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published

by Bloomberg, any other information services that publishes such index from time to time, as selected by

the Administrative Agent in its reasonable discretion) and (ii) the Adjusted Term CORRA Rate for an

interest period of one month in effect on such day plus 1% per annum; provided, that if any of the above

rates shall be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement. Any

change in the Canadian Prime Rate due to a change in the PRIMCAN Index or the Adjusted Term

CORRA Rate shall be effective from and including the effective date of such change in the PRIMCAN

Index or the Adjusted Term CORRA Rate, respectively.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay

rent or other amounts under any lease of (or other 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 or financing leases on a balance sheet of such Person under GAAP, and the amount of such

obligations shall be the capitalized amount thereof determined in accordance with GAAP.

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

Central Bank Rate or the Canadian Prime Rate.

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

CBR Loan.

“Central Bank Rate” means, the greater of (i) (A) for any Loan denominated in (a)

Pounds Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank

of England (or any successor thereto) from time to time, (b) euro, one of the following three rates as may

be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main

refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not

published, the minimum bid rate for the main refinancing operations of the European Central Bank (or

any successor thereto), each as published by the European Central Bank (or any successor thereto) from

time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor

thereto), as published by the European Central Bank (or any successor thereto) from time to time, or (3)

the rate for the deposit facility of the central banking system of the Participating Member States, as

published by the European Central Bank (or any successor thereto) from time to time, (c) Swiss Francs,

the policy rate of the Swiss National Bank (or any successor thereto) as published by the Swiss National

Bank (or any successor thereto) from time to time and (d) any other Foreign Currency determined after

the Effective Date, a central bank rate as determined by the Administrative Agent in its reasonable

discretion; plus (B) the applicable Central Bank Rate Adjustment and (ii) the Floor.

“Central Bank Rate Adjustment” means, for any day, for any Loan denominated in:

(a) euro, a rate equal to the difference (which may be a positive or negative value or zero)

of (i) the average of the Adjusted EURIBO Rate for the five most recent Business Days preceding

such day for which the EURIBO Screen Rate was available (excluding, from such averaging, the

highest and the lowest Adjusted EURIBO Rate applicable during such period of five Business

Days) minus (ii) the Central Bank Rate in respect of euro in effect on the last Business Day in

such period,

(b) Pounds Sterling, a rate equal to the difference (which may be a positive or negative

value or zero) of (i) the average of Adjusted Daily Simple RFR for Pounds Sterling Borrowings

for the five most recent RFR Business Days preceding such day for which the Adjusted Daily

Simple RFR for Pounds Sterling Borrowings was available (excluding, from such averaging, the

highest and the lowest such Adjusted Daily Simple RFR applicable during such period of five

RFR Business Days) minus (ii) the Central Bank Rate in respect of Pounds Sterling in effect on

the last RFR Business Day in such period,

or zero) of (i) the average of Adjusted Daily Simple RFR for Swiss Franc Borrowings for the five

most recent RFR Business Days preceding such day for which SARON was available (excluding,

from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable

during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of

Swiss Francs in effect on the last RFR Business Day in such period, and

(d) any other Foreign Currency determined after the Effective Date, an adjustment as

determined by the Administrative Agent in its reasonable discretion.

For purposes of this definition, (x) the term Central Bank Rate shall be determined

disregarding clause (i)(B) of the definition of such term and (y) the EURIBO Rate on any day

shall be based on the EURIBO Screen Rate on such day at approximately the time referred to in

the definition of such term for deposits in the applicable Agreed Currency for a maturity of one

month.

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

the Code.

“CFC Holding Company” mean any Domestic Subsidiary that owns no material assets

(directly or through one or more disregarded entities) other than capital stock and, if any, indebtedness of

one or more Foreign Subsidiaries that are CFCs.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly,

beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of

1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing

more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity

Interests of the Company; (b) occupation at any time of a majority of the seats (other than vacant seats) on

the board of directors of the Company by Persons who were neither (i) nominated, appointed or approved

for consideration by shareholders for election by the board of directors of the Company nor (ii) appointed

by directors so nominated, appointed or approved, (c) the acquisition of direct or indirect Control of the

Company by any Person or group or (d) the Company ceases to own, directly or indirectly, and Control

100% (other than directors’ qualifying shares) of the ordinary voting power of any Foreign Subsidiary

Borrower.

“Change in Law” means the occurrence after the date of this Agreement of (a) the

adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule,

regulation or treaty or in the administration, interpretation, implementation or application thereof by any

Governmental Authority or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section

2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if

any) with any request, rule, guideline or directive (whether or not having the force of law) of any

Governmental Authority made or issued after the date of this Agreement; 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 or in the

implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for

International Settlements, the Basel Committee on Banking Supervision (or any successor or similar

authority) or the United States or foreign regulatory authorities, 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, issued or

implemented.

“Charges” has the meaning assigned to such term in Section 9.16.

“CIBO Rate” means, with respect to any Term Benchmark Borrowing denominated in

Danish Kroner and for any Interest Period, the CIBO Screen Rate, two (2) Business Days prior to the

commencement of such Interest Period.

“CIBO Screen Rate” means, for any day and time, for any Interest Period, the

Copenhagen interbank offered rate published by the Danish Financial Benchmark Facility (or any other

Person that takes over the administration of such rate) for Danish Kroner with a tenor equal in length to

such Interest Period as displayed on page CIBOR of the Reuters screen (or, in the event such rate does not

appear on such Reuters page on any successor or substitute page on such screen that displays such rate, or

on the appropriate page of such other information service that publishes such rate as shall be selected by

the Administrative Agent from time to time in its reasonable discretion) as of 11:00 a.m. London time two

(2) Business Days prior to the commencement of such Interest Period.

“Class”, when used in reference to (a) any Loan or Borrowing, refers to whether such

Loan, or the Loans comprising such Borrowing, are Global Tranche Revolving Loans, Danish Tranche

Revolving Loans, Term A-1 Loans, Term A-2 Loans, Incremental Term Loans or Swingline Loans and

(b) any Commitment, refers to whether such Commitment is a Global Tranche Revolving Commitment,

Danish Tranche Revolving Commitment, Term A-1 Loan Commitment or Term A-2 Loan Commitment.

“CME Term SOFR Administrator” means CME Group Benchmark Administration

Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a

successor administrator).

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

“Collateral” means any and all property owned, leased or operated by a Person covered

by the Collateral Documents and any and all other property of any Domestic Loan Party, now existing or

hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the

Administrative Agent, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents to

secure the Secured Obligations; provided that the Collateral shall exclude Excluded Assets.

“Collateral Documents” means, collectively, the Security Agreement and all other

agreements, instruments and documents executed in connection with this Agreement that are intended to

create, perfect or evidence Liens to secure the Secured Obligations, including, without limitation, all other

security agreements, collateral assignments, pledge agreements, mortgages, deeds of trust, loan

agreements, notes, guarantees, subordination agreements, pledges, powers of attorney, consents,

assignments, contracts, fee letters, notices, leases, financing statements and all other written matter

whether heretofore, now, or hereafter executed by the Company or any of its Subsidiaries and delivered to

the Administrative Agent.

“Commitment” means, (a) the Global Tranche Revolving Commitments, the Danish

Tranche Revolving Commitments, the Term A-1 Loan Commitments and the Term A-2 Loan

Commitments and (b) with respect to each Lender, the sum of such Lender’s Global Tranche Revolving

Commitment, Danish Tranche Revolving Commitment, Term A-1 Loan Commitment and Term A-2

Loan Commitment. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in

the Assignment and Assumption or other documentation contemplated hereby pursuant to which such

Lender shall have assumed its Global Tranche Revolving Commitment, Danish Tranche Revolving

Commitment, Term A-1 Loan Commitment and/or Term A-2 Loan Commitment pursuant to the terms

hereof, as applicable.

“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.

“Communications” means, collectively, any notice, demand, communication,

information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan

Document or the transactions contemplated therein which is distributed by the Administrative Agent, any

Lender or the Issuing Bank by means of electronic communications pursuant to Section 8.03, including

through an Approved Electronic Platform.

“Company” means Standard Motor Products, Inc., a New York corporation.

“Computation Date” has the meaning assigned to such term in Section 2.04.

“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 EBITDA” means, with respect to any period, without duplication, an

amount equal to (a) Consolidated Net Income for such period, minus (b) the sum of (i) income tax credits,

(ii) gain from extraordinary items for such period, (iii) any aggregate net gain (but not any aggregate net

loss) during such period arising from the sale, exchange or other disposition of capital assets (including

any fixed assets, whether tangible or intangible, all inventory sold in conjunction with the disposition of

fixed assets and all securities), and (iv) any other non-operating, non-cash gains that have been added in

determining Consolidated Net Income, in each case to the extent included in the calculation of

Consolidated Net Income for such period, but without duplication, plus (c) the sum of (i) any provision

for income taxes, (ii) Consolidated Interest Expense, (iii) loss from extraordinary items for such period,

(iv) the amount of any non-operating, non-cash losses or charges (including depreciation and

amortization) for such period, (v) amortized debt discount for such period, (vi) the amount of any

deduction to Consolidated Net Income as the result of any grant to any employee of the Company or any

Restricted Subsidiary of any Equity Interests, (vii) reasonable transaction fees and expenses incurred in

connection with Acquisitions and investments permitted under the Loan Documents, whether or not

consummated, (viii) the pro forma “run rate” cost savings, operating expense reductions and cost

synergies (in each case net of amounts actually realized during such period) that result from actions taken

(or with respect to which substantial steps have been taken or are expected to be taken (in the good faith

determination of the Company)) in connection with (A) the Julius Acquisition, any Permitted Acquisition

or any other investment permitted under the Loan Documents or (B) any operating improvements,

restructurings, cost savings and similar initiatives, in each case, reasonably expected by the Company in

good faith to be realized (or, in with respect of actions for which substantial steps have been taken or are

expected to be taken (in the good faith determination of the Company)) within twelve (12) months after

the end of such period and calculated on a “run rate” basis such that the full recurring benefit associated

therewith is taken into account; provided that (1) no cost savings, operating expense reductions or cost

synergies shall be added pursuant to this clause (c)(viii) to the extent duplicative of any expenses or

charges otherwise added to (or excluded from) Consolidated EBITDA, whether through a pro forma

adjustment or otherwise, for such period and (2) a Financial Officer of the Company shall have provided

a reasonably detailed statement or schedule of such costs savings, operating expense reductions and cost

synergies (the “Certified Cost Savings”) and shall have delivered a certificate to the Administrative Agent

and the Lenders certifying that (x) such Certified Cost Savings are reasonably identifiable, factually

supportable and reasonably attributable to the actions (or substantial steps) specified in such certificate

and reasonably anticipate to result from such actions (or substantial steps), (y) such actions (or substantial

steps) in respect of such Certified Cost Savings have been taken on or prior to the last day of the relevant

period and are ongoing and (z) the benefits resulting from such Certified Cost Savings are reasonably

expected by the Company in good faith to be realized within twelve (12) months after such transaction is

consummated or such substantial steps have been taken; provided, further, that the aggregate amount

added back under the immediately preceding clause (c)(vii) and this clause (c)(viii) for any period shall

not exceed 15% of Consolidated EBITDA for such period (calculated before giving effect to such add

backs); and (ix) any transaction fees, costs or expenses relating to any incurrence, prepayment,

amendment, modification, restructuring or refinancing of Indebtedness (including the Loans) for such

period, in each case, whether or not consummated, in each case to the extent deducted from revenues in

the calculation of Consolidated Net Income for such period (other than in the case of clause (c)(viii)

above to the extent the items set forth therein have not been deducted from revenues in the calculation of

Consolidated Net Income for such period), but without duplication. For purposes of this definition, the

following items shall be subtracted from (or with respect to any deficit in item (1) below, added back to)

the calculation of Consolidated Net Income for purposes of calculating Consolidated EBITDA: (1) the

income (or deficit) of any other Person accrued prior to the date it became a Restricted Subsidiary or was

merged or consolidated into the Company or any Restricted Subsidiary or any of such Person’s

Subsidiaries; (2) the undistributed earnings of any Subsidiary of the Company or any Restricted

Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such

Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law

applicable to such Subsidiary; (3) any restoration to income of any reserve established for specific non-

recurring items, except to the extent that provision for such reserve was made out of income accrued

during such period; (4) any write-up of any asset; (5) any net gain from the collection of the proceeds of

life insurance policies; (6) any net gain arising from the acquisition of any securities, or the

extinguishment under GAAP of any Indebtedness, of the Company or any Restricted Subsidiary; (7) in

the case of a successor to any Restricted Subsidiary by consolidation, amalgamation or merger or as a

transferee of its assets, any earnings of such successor prior to such consolidation, amalgamation, merger

or transfer of assets; and (8) any deferred credit representing the excess of equity in any Subsidiary of the

Company or any Restricted Subsidiary at the date of acquisition of such Subsidiary over the cost to the

Company or such Restricted Subsidiary of the investment in such Subsidiary. For purposes of this

definition, and without duplication of amounts added back pursuant to clause (c)(iii) of the first sentence

of this definition, the following items shall be added back to Consolidated Net Income for purposes of

calculating Consolidated EBITDA: any one-time charges incurred in connection with severance,

transition service, early retirement and similar costs, consolidation or relocation of facilities or

dispositions of assets permitted hereunder in an aggregate amount not to exceed $10,000,000 during any

fiscal year of the Company; provided that, to the extent such one-time charges in any such fiscal year are

less than such $10,000,000 threshold, such unused charges may be carried forward and added back to

Consolidated Net Income for purposes of calculating Consolidated EBITDA only in the immediately

succeeding fiscal year of the Company (in addition to the applicable amount for each fiscal year)

assuming such one-time charges are actually incurred in the immediately succeeding fiscal year.

“Consolidated First Lien Indebtedness” means, at any date of determination, the

aggregate principal amount of Consolidated Total Indebtedness outstanding on such date that is secured

by a Lien on any property or asset of the Company or any Restricted Subsidiary that is not junior or

subordinated in priority to the Liens on the Collateral securing the Secured Obligations.

“Consolidated Interest Expense” means, with reference to any period, the interest expense

(including without limitation interest expense under Capital Lease Obligations that is treated as interest in

accordance with GAAP) of the Company and its Restricted Subsidiaries calculated on a consolidated

basis for such period with respect to all outstanding Indebtedness of the Company and its Restricted

Subsidiaries allocable to such period in accordance with GAAP (including net costs under interest rate

Swap Agreements to the extent such net costs are allocable to such period in accordance with GAAP). For

purposes of the foregoing, interest expense shall be calculated after giving effect to any net payments

actually made or received by the Company or any of its Restricted Subsidiaries with respect to interest

rate Swap Agreements.

“Consolidated Net Income” means, with reference to any period, the net income (or loss)

of the Company and its Restricted Subsidiaries calculated in accordance with GAAP on a consolidated

basis (without duplication) for such period; provided that there shall be excluded any income (or loss) of

any Person other than the Company or a Restricted Subsidiary, but any such income so excluded may be

included in such period or any later period to the extent of any cash dividends or distributions actually

paid in the relevant period to the Company or any wholly-owned Restricted Subsidiary of the Company.

“Consolidated Total Assets” means, as of the date of any determination thereof, total

assets of the Company and its Restricted Subsidiaries calculated in accordance with GAAP on a

consolidated basis as of such date.

“Consolidated Total Indebtedness” means, as of the date of any determination thereof, the

principal amount, without duplication, of all Indebtedness (but excluding contingent obligations in respect

of the items described in clauses (i) and (j) of the definition of “Indebtedness”) of the Company and its

Restricted Subsidiaries calculated on a consolidated basis as of such date in accordance with GAAP.

“Control” means the possession, directly or indirectly, of the power to direct or cause the

direction of the management or policies of a Person, whether through the ability to exercise voting power,

by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto.

“CORRA” means the Canadian Overnight Repo Rate Average administered and

published by the Bank of Canada (or any successor administrator).

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

“CORRA Determination Date” has the meaning specified in the definition of “Daily

Simple CORRA”.

“CORRA Rate Day” has the meaning specified in the definition of “Daily Simple

CORRA”.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either

a tenor (including overnight) or an interest payment period having approximately the same length

(disregarding business day adjustment) as such Available Tenor.

“Covered Entity” means any of the following:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 252.82(b);

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12

C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to it in Section 9.19.

“Credit Event” means a Borrowing, the issuance, amendment or extension of a Letter of

Credit, an LC Disbursement or any of the foregoing.

“Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s

Revolving Credit Exposure at such time, plus (b) an amount equal to the aggregate principal amount of its

Term Loans outstanding at such time.

“Credit Party” means the Administrative Agent, the Issuing Bank, the Swingline Lender

or any other Lender.

“Customer Draft” means the negotiable drafts issued by an Account Debtor in connection

with a Customer Program.

“Customer Program” means a program established between an Account Debtor and a

bank or other financial institution pursuant to which such Account Debtor consolidates multiple invoices

from a supplier into a single large payment and issues a negotiable draft to a Loan Party which draft is

purchased from the Loan Party by such financial institution for an agreed upon purchase price.

“Daily Simple CORRA” means, for any day (a “CORRA Rate Day”), a rate per annum

equal to CORRA for the day (such day, the “CORRA Determination Date”) that is five (5) RFR Business

Days prior to (i) if such CORRA Rate Day is an RFR Business Day, such CORRA Rate Day or (ii) if

such CORRA Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such

CORRA Rate Day, in each case, as such CORRA is published by the CORRA Administrator on the

CORRA Administrator’s website. Any change in Daily Simple CORRA due to a change in CORRA shall

be effective from and including the effective date of such change in CORRA without notice to the

Company. If by 5:00 p.m. (Toronto time) on any given CORRA Determination Date, CORRA in respect

of such CORRA Determination Date has not been published on the CORRA Administrator’s website and

a Benchmark Replacement Date with respect to the Daily Simple CORRA has not occurred, then CORRA

for such CORRA Determination Date will be CORRA as published in respect of the first preceding RFR

Business Day for which such CORRA was published on the CORRA Administrator’s website, so long as

such first preceding RFR Business Day is not more than five (5) RFR Business Days prior to such

CORRA Determination Date.

“Daily Simple ESTR” means, with respect to any Swingline Loan requested in

euro for any Business Day, an interest rate per annum equal to the greater of (a) ESTR based on

the published rate of ESTR as of the Business Day of such request and (b) 0%. Any change in

Daily Simple ESTR due to a change in the applicable ESTR shall be effective from and

including the effective date of such change in the ESTR without notice to the Company.

“Daily Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per

annum equal to, for any RFR Loan denominated in (i) Pounds Sterling, SONIA for the day that is five (5)

RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest

Day or (B) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately

preceding such RFR Interest Day, (ii) Swiss Francs, SARON for the day that is five (5) RFR Business

Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such

RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR

Interest Day, and (iii) Dollars, Daily Simple SOFR (following a Benchmark Transition Event and a

Benchmark Replacement Date with respect to the Term SOFR Rate), (iv) for any RFR Loan denominated

in Canadian Dollars, Daily Simple CORRA (following a Benchmark Transition Event and a Benchmark

Replacement Date with respect to Term CORRA) and (v) that is a Swingline Loan denominated in euro,

Daily Simple ESTR.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal

to SOFR for the day (such day, a “SOFR Determination Date”) that is five (5) RFR Business Days prior

to (i) if such SOFR Rate Day is an RFR Business Day, such SOFR Rate Day or (ii) if such SOFR Rate

Day is not an RFR Business Day, the RFR Business Day immediately preceding such SOFR Rate Day, in

each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website.

Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the

effective date of such change in SOFR without notice to the Company. If by 5:00 p.m. (New York City

time) on the second (2nd) RFR Business Day immediately following any SOFR Determination Date,

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 SOFR for such SOFR Determination Date will be SOFR as published in respect of the first

preceding RFR Business Day for which such SOFR was published on the SOFR Administrator’s Website.

“Danish Borrower” means (i) K. Nissen International A/S, a public limited liability

company (in Danish: aktieselskab) incorporated under the laws of Denmark with corporate (in Danish:

CVR) number 70606917 (the “Initial Danish Borrower”) or (ii) any other wholly-owned Subsidiary of the

Company which is incorporated under the laws of Denmark that is approved from time to time by the

Administrative Agent and each of the Danish Tranche Revolving Lenders, which approval shall not be

unreasonably withheld. For the avoidance of doubt, the Initial Danish Borrower will not be party to this

Agreement until the Initial Danish Borrower becomes a Foreign Subsidiary Borrower, on or following the

Julius Closing Date, pursuant to the terms of Section 2.25 and Section 4.04.

“Danish Borrower Accession Date” means the date on which the Initial Danish Borrower

becomes a Foreign Subsidiary Borrower, on or following the Julius Closing Date, pursuant to the terms of

Section 2.25 and Section 4.04.

“Danish Companies Act” means the Danish Consolidated Act No. 1168 of September 1,

2023 on public and private limited liability companies, as amended (in Danish: Selskabsloven).

“Danish Kroner” or “DKK” means the lawful currency of Denmark.

“Danish Qualifying Lender” means a Lender which is beneficially entitled to interest

payable to that Lender by any Danish Borrower under a Loan Document and which is (a) not affiliated

with such Danish Borrower as referred to in section 2(1)(d) of the Danish Consolidated Act No. 1241 of

August 22, 2022 on corporate income tax, as amended (in Danish: Selskabsskatteloven) (provided that

this will not have any impact on a Lender which is not directly or indirectly or due to agreed jointly

control as mentioned in said Act in a relationship whereby they control, or are controlled by, such Danish

Borrower), or (b) a Danish Treaty Lender.

“Danish Tranche” has the meaning set forth in the definition of “Tranche”.

“Danish Tranche Augmenting Lender” has the meaning assigned to such term in

Section 2.20(b).

“Danish Tranche Increasing Lender” has the meaning assigned to such term in

Section 2.20(b).

“Danish Tranche Revolving Borrowing” means a Borrowing comprised of Danish

Tranche Revolving Loans.

“Danish Tranche Revolving Commitment” means, with respect to each Danish Tranche

Revolving Lender, the amount set forth on Schedule 2.01 opposite such Lender’s name under the heading

“Danish Tranche Revolving Commitment”, or in the Assignment and Assumption or other documentation

or record (as such term is defined in Section 9-102(a)(70) of the New York UCC) contemplated hereby

pursuant to which such Danish Tranche Revolving Lender shall have assumed its Danish Tranche

Revolving Commitment, as applicable, and giving effect to (a) any reduction in such amount from time to

time pursuant to Section 2.09, (b) any extension from time to time pursuant to Section 2.23 and (c) any

reduction or increase in such amount from time to time pursuant to assignments by or to such Danish

Tranche Revolving Lender pursuant to Section 9.04; provided that at no time shall the Danish Tranche

Revolving Credit Exposure of any Lender exceed its Danish Tranche Revolving Commitment. The initial

aggregate amount of the Danish Tranche Revolving Commitments on the Effective Date is $10,000,000.

“Danish Tranche Revolving Credit Availability Period” means the period from and

including the Danish Borrower Accession Date to but excluding the earlier of the Revolving Credit

Maturity Date and the date of termination of the Danish Tranche Revolving Commitments.

“Danish Tranche Revolving Credit Exposure” means, with respect to any Danish Tranche

Revolving Lender at any time, the outstanding principal amount of such Danish Tranche Revolving

Lender’s Danish Tranche Revolving Loans.

“Danish Tranche Revolving Lender” means a Lender with a Danish Tranche Revolving

Commitment or holding Danish Tranche Revolving Loans.

“Danish Tranche Revolving Loan” means a Loan made by a Danish Tranche Revolving

Lender pursuant to Section 2.01(a)(ii).

“Danish Treaty” has the meaning assigned such term in the definition of “Danish Treaty

State”.

“Danish Treaty Lender” means a Lender which (a) is treated as resident of a Danish

Treaty State for the purposes of the Danish Treaty, (b) does not carry on a business in Denmark through a

permanent establishment with which such Lender’s participation in any Loan or Letter of Credit is

effectively connected, and (c) fulfills all other conditions which must be fulfilled under the relevant

Danish Treaty to be entitled to full or partial exemption from Tax imposed by Denmark on interest

payable to such Lender, including completing any required procedural formalities.

“Danish Treaty State” means a jurisdiction having a double taxation agreement (a “DK

Treaty”) with Denmark which makes provision for a full or partial exemption from Tax imposed by

Denmark on interest.

“Default” means any event or condition which constitutes an Event of Default or which

upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in

accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days

of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its

participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other

amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies

the Administrative Agent in writing that such failure is the result of such Lender’s good faith

determination that a condition precedent to funding (specifically identified and including the particular

default, if any) has not been satisfied, (b) has notified the Company or any Credit Party in writing, or has

made a public statement to the effect, that it does not intend or expect to comply with any of its funding

obligations under this Agreement (unless such writing or public statement indicates that such position is

based on such Lender’s good faith determination that a condition precedent (specifically identified and

including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or

generally under other agreements in which it commits to extend credit, (c) has failed, within three (3)

Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing

from an authorized officer of such Lender that it will comply with its obligations (and is financially able

to meet such obligations as of the date of certification) to fund prospective Loans and participations in

then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender

shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such

certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the

subject of (i) a Bankruptcy Event or (ii) a Bail-In Action.

“Denmark” means the Kingdom of Denmark and “Danish” has the corollary meaning.

“Designated Obligations” means all obligations of the Borrowers with respect to

(a) principal of and interest on the Loans, (b) participations in Swingline Loans funded by the Global

Tranche Revolving Lenders, (c) unreimbursed LC Disbursements and interest thereon and (d) all

commitment fees and Letter of Credit participation fees.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in

one transaction or in a series of transactions and whether effected pursuant to a division or otherwise) of

any property by any Person (including any Sale and Leaseback Transaction and any issuance of Equity

Interests by a Subsidiary of such Person), including any sale, assignment, transfer or other disposal, with

or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Documentation Agent” means Citizens Bank, N.A., in its capacity as documentation

agent for the credit facilities evidenced by this Agreement.

“Dollar Amount” of any amount of any currency means, at the time of determination

thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in a

Foreign Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for

the purchase of Dollars with such Foreign Currency last provided (either by publication or otherwise

provided to the Administrative Agent) by the applicable Reuters source on the Business Day (New York

City time) immediately preceding the date of determination or if such service ceases to be available or

ceases to provide a rate of exchange for the purchase of Dollars with such Foreign Currency, as provided

by such other publicly available information service which provides that rate of exchange at such time in

place of Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be

available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as

determined by the Administrative Agent using any method of determination it deems appropriate in its

sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such

amount in Dollars as determined by the Administrative Agent using any method of determination it

deems appropriate in its sole discretion.

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

“Domestic Loan Party” means a Loan Party organized under the laws of a jurisdiction

located in the United States of America.

“Domestic Subsidiary” means a Restricted Subsidiary organized under the laws of a

jurisdiction located in the United States of America.

“ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the

Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by

the Commodity Futures Trading Commission and/or the SEC.

“EEA Financial Institution” means (a) any credit institution or investment firm

established in any EEA Member Country which is subject to the supervision of an EEA Resolution

Authority, (b) any entity established in an EEA Member Country which is a parent of an institution

described in clause (a) of this definition, or (c) any financial institution established in an EEA Member

Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is

subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union,

Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person

entrusted with public administrative authority of any EEA Member Country (including any delegee)

having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the date on which the conditions specified in Section 4.01 are

satisfied (or waived in accordance with Section 9.02).

“Effective Date Financial Statements” means the consolidated balance sheet and

statements of income, stockholders equity and cash flows of the Company and its consolidated

Subsidiaries (i) as of and for the fiscal year ended December 31, 2023 reported on by KPMG LLP,

independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year

ended June 30, 2024, certified by its chief financial officer.

“Electronic Signature” means an electronic sound, symbol, or process attached to, or

associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or

accept such contract or record.

“Eligible Foreign Subsidiary” means (i) with respect to the Danish Tranche, the Initial

Danish Borrower and any other Danish Borrower that satisfies the conditions set forth in clause (ii) of the

definition of “Danish Borrower” and (ii) with respect to the Global Tranche, any Foreign Subsidiary that

is approved from time to time by the Administrative Agent and each of the Lenders under such Tranche,

which approval shall not be unreasonably withheld.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,

decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any

Governmental Authority, relating in any way to (i) protection of the environment, (ii) preservation or

reclamation of natural resources, (iii) the management, release or threatened release of any Hazardous

Material or (iv) health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any

liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the

Company or any Restricted Subsidiary (or, solely in the case of the usage of the term “Environmental

Liability” in Section 9.03(c), any Subsidiary) 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 shares of capital stock, partnership interests, membership

interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in

a Person, and any warrants, options or other similar rights entitling the holder thereof to purchase or

acquire any such equity interest, but excluding any debt securities convertible into any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended

from time to time, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that,

together with the Company, 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 (a) any “reportable event”, as defined in Section 4043 of ERISA

with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure to

satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of

ERISA), whether or not waived, with respect to any Plan; (c) the filing pursuant to Section 412(c) of the

Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with

respect to any Plan; (d) the incurrence by the Company or any of its ERISA Affiliates of any liability

under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or

any ERISA Affiliate from the PBGC or a plan administrator of any notice indicating an intention to

terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the

Company or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial

withdrawal of the Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or

(g) the receipt by the Company or any ERISA Affiliate from a Multiemployer Plan of any notice, or the

receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning

the imposition upon the Company or any of its ERISA Affiliates of Withdrawal Liability or a

determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the

meaning of Title IV of ERISA.

“ESG Amendment” has the meaning assigned to it in Section 2.24(a).

“ESG Pricing Provisions” has the meaning assigned to it in Section 2.24(a).

“ESOP” means a Plan that is intended to satisfy the requirements of Section 4975(e)(7) of

the Code.

“ESTR” means, with respect to any Business Day, a rate per annum equal to the Euro

Short Term Rate for such Business Day published by the ESTR Administrator on the ESTR

Administrator’s Website.

“ESTR Administrator” means the European Central Bank (or any successor administrator

of the Euro Short Term Rate).

“ESTR Administrator’s Website” means the European Central Bank’s website, currently

at http://www.ecb.europa.eu, or any successor source for the Euro Short Term Rate identified as such by

the ESTR Administrator from time to time.

“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.

“EURIBO Rate” means, with respect to any Term Benchmark Borrowing denominated in

euro and for any Interest Period, the EURIBO Screen Rate, two (2) TARGET Days prior to the

commencement of such Interest Period.

“EURIBO Screen Rate” means the euro interbank offered rate administered by the

European Money Markets Institute (or any other person which takes over the administration of that rate)

for the relevant period displayed (before any correction, recalculation or republication by the

administrator) on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which

displays that rate) or on the appropriate page of such other information service which publishes that rate

from time to time in place of Reuters as published at approximately 11:00 a.m. Brussels time two

TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be

available, the Administrative Agent may specify another page or service displaying the relevant rate after

consultation with the Company.

“euro” and/or “€” means the single currency of the Participating Member States.

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

“Excluded Accounts” has the meaning assigned to such term in the Security Agreement.

“Excluded Assets” means: (1) any fee-owned real property and all leasehold interests in

real property (including that there shall be no requirements to deliver landlord lien waivers, estoppels and

collateral access letters), (2) any “intent-to-use” application for registration of a trademark filed pursuant

to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant

to Section 1(d) of the Lanham Act of an “Amendment to Allege Use” pursuant to Section 1(c) of the

Lanham Act with respect thereto, solely to the extent, if any, that and solely during the period, if any, in

which, the grant of a security interest therein would impair the validity or enforceability of any

registration that issues from such intent-to-use application under applicable federal law, (3) assets in

respect of which pledges and security interests are (i) are prohibited or restricted by (A) any law or

regulation or (B) any contractual obligation (including any requirement to obtain the consent of any third

party) (other than the Company or any Restricted Subsidiary)) that, in the case of this clause (B), exists on

the Effective Date or at the time the relevant Subsidiary Guarantor becomes a Subsidiary Guarantor and

was not incurred in contemplation of its becoming a Subsidiary Guarantor (including pursuant to assumed

Indebtedness so long as such Indebtedness is permitted to be assumed hereunder) (other than to the extent

that such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, 9-409 or

other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law); provided

that, immediately upon the ineffectiveness, lapse or termination of any such prohibitions, such assets shall

automatically cease to constitute Excluded Assets, or (ii) would require a governmental (including

regulatory) consent, approval, license or authorization in order to provide the lien that is required on the

Effective Date or at the time the relevant Subsidiary Guarantor becomes a Subsidiary Guarantor, (4)

Equity Interests in any entity other than Wholly-Owned Restricted Subsidiaries to the extent pledges

thereof are not permitted by such entity’s organizational or joint venture documents (unless any such

restriction would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, 9-409 or other

applicable provisions of the UCC of any relevant jurisdiction or any other applicable law), (5) assets

subject to certificates of title (other than motor vehicles subject to certificates of title; provided that

perfection of security interests in such motor vehicles shall be limited to the filing of UCC financing

statements), letter of credit rights (other than to the extent the security interest in such letter of credit right

may be perfected by the filing of UCC financing statements) with a value of less than $10,000,000 and

commercial tort claims with a value of less than $10,000,000, (6) any lease, license or other agreement or

any property subject to a purchase money security interest or similar arrangement to the extent that a

grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase

money arrangement or create a right of termination in favor of any other party thereto (other than the

Company or a Subsidiary Guarantor) (other than (x) proceeds and receivables thereof, the assignment of

which is expressly deemed effective under the UCC notwithstanding such prohibition, (y) to the extent

that any such term has been waived or (z) to the extent that any such term would be rendered ineffective

pursuant to Sections 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of any relevant

jurisdiction or any other applicable law); provided that, immediately upon the ineffectiveness, lapse or

termination of any such term, such assets shall automatically cease to constitute Excluded Assets, (7) trust

accounts, payroll accounts, custodial accounts, escrow accounts and other similar deposit or securities

accounts (including any securities accounts used for permitted share repurchases and Excluded

Accounts), (8) foreign assets (other than pledges of Pledge Subsidiaries not in excess of the relevant

percentages set forth in Section 5.09(b)), (9) Equity Interests in Subsidiaries that are not Pledge

Subsidiaries, or in Pledge Subsidiaries in excess of the relevant percentages set forth in Section 5.09(b),

(10) those assets as to which the Administrative Agent and the Company reasonably agree that the cost,

burden, difficulty or consequence of obtaining such a security interest or perfection thereof outweighs, or

are excessive in relation to, the practical benefit to the Lenders of the security to be afforded thereby, (11)

794 shares of common stock of Dana Holding Corporation owned by the Company, and (12) Permitted

Supply Chain Financing Receivables. Notwithstanding the foregoing, Excluded Assets shall not include

any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds, products,

substitutions or replacements would otherwise constitute Excluded Assets).

“Excluded Existing Mortgage Loans” means the mortgage loans made available by

Nykredit Realkredit A/S to (i) Nissens Automotive A/S in respect of the property located at Nokiavej 2,

DK-8700 Horsens, Denmark and (ii) NA Properties ApS in respect of the properties located at

Ormhøjgårdvej 5, DK-8700 Horsens, Denmark and Ormhøjgårdvej 9, DK-8700 Horsens, Denmark, in an

aggregate principal amount not to exceed DKK 112,000,000.

“Excluded Subsidiary” means: (a) any CFC Holding Company or CFC, (b) any

Subsidiary whose Equity Interests are owned directly or indirectly by a CFC Holding Company or a CFC

and (c) any Unrestricted Subsidiary.

“Excluded Swap Obligation” means, with respect to any Loan Party, any Specified Swap

Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant

by such Loan Party of a security interest to secure, such Specified Swap Obligation (or any Guarantee

thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the

Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by

virtue of such Loan Party’s failure for any reason to constitute an ECP at the time the Guarantee of such

Loan Party or the grant of such security interest becomes or would become effective with respect to such

Specified Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing

more than one swap, such exclusion shall apply only to the portion of such Specified Swap Obligation

that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a

Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or

measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,

(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office

or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax

(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender,

U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with

respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on

the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment

(other than pursuant to an assignment request by the Company under Section 2.19(b)) or (ii) such Lender

changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with

respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender

acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately

before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with

Section 2.17(f), (d) any withholding Taxes imposed under FATCA and (e) Taxes imposed by Denmark

and which are required to be deducted or withheld from payments of interest from any Danish Borrower

to a Lender or Issuing Bank if and only to the extent that, on the date on which such payment falls due,

the payment could have been made by such Danish Borrower without such deduction or withholding if

the relevant Lender or Issuing Bank had been a Danish Qualifying Lender, but on that date the relevant

Lender or Issuing Bank is not, or has ceased to be, a Danish Qualifying Lender other than as a result of

any Change in Law after the date on which it became a party to this Agreement or any change in (or in the

administration, interpretation, implementation or application of) any double taxation agreement or any

practice or concession of any relevant taxing authority.

“Existing Credit Agreement” means that certain Credit Agreement, dated as of June 1,

2022 (and amended on May 13, 2024 and July 5, 2024), between, among others, the Company and

JPMorgan Chase Bank, N.A. as Administrative Agent.

“Existing Letters of Credit” means the letters of credit listed in Schedule 2.06.

“Expected Acquisition Closing Date” has the meaning assigned to it in the definition of

Expected Julius Closing Date Notice.

“Expected Julius Closing Date Notice” means a written notice delivered by the Company

to the Administrative Agent certifying that: (i) the Julius Acquisition is scheduled to occur within two

Business Days (such Business Day, the “Expected Acquisition Closing Date”) and (ii) the Company

reasonably expects that all conditions set forth in Section 4.03 will be satisfied on or before the Expected

Acquisition Closing Date.

“Extended Maturity Date” has the meaning assigned to it in Section 2.23(a).

“Extending Lender” has the meaning assigned to it in Section 2.23(b).

“Extension Availability Period” means the period beginning on the Effective Date and

ending on the five year anniversary thereof.

“Extension Date” has the meaning assigned to it in Section 2.23(a).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this

Agreement (or any amended or successor version that is substantively comparable and not materially

more onerous to comply with), any current or future regulations or official interpretations thereof, any

agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation,

rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among

Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB

based on such day’s federal funds transactions by depositary institutions, as determined in such manner as

shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding

Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds

Effective Rate as so determined would be less than 0%, such rate shall be deemed to be 0% for the

purposes of this Agreement.

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

of the United States of America.

“Financial Officer” means the chief financial officer, principal accounting officer,

treasurer or controller of the Company or any other Person designated as a “Financial Officer” by any of

the foregoing officers in writing to the Administrative Agent and reasonably acceptable to the

Administrative Agent.

“Financials” means the annual or quarterly financial statements, and accompanying

certificates and other documents, of the Company and its Restricted Subsidiaries required to be delivered

pursuant to Section 5.01(a) or 5.01(b).

“First Lien Net Leverage Ratio” means the ratio, as of any date of determination, of (a)(x)

Consolidated First Lien Indebtedness minus (y) Liquidity as of the last day of the most recently ended

Test Period to (b) Consolidated EBITDA for the Test Period then most recently ended, in each case of the

Company and its Restricted Subsidiaries on a consolidated basis.

“First Tier Foreign Subsidiary” means each direct Foreign Subsidiary of any one or more

of the Company and its Domestic Subsidiaries.

“Fixed Incremental Amount” means, as of any date of determination, an amount equal to

(a) the greater of (i) $168,000,000 and (ii) 100% of Consolidated EBITDA for the most recently ended

Test Period less (b) the amount of any previous increase in the Global Tranche Revolving Commitments

and Incremental Term Loans incurred in reliance on the Fixed Incremental Amount.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as

of the execution of this Agreement, the modification, amendment or renewal of this Agreement or

otherwise) with respect to the Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the Adjusted

CIBO Rate, the Adjusted Term CORRA Rate, each Adjusted Daily Simple RFR, the Canadian Prime

Rate or the Central Bank Rate, as applicable. For the avoidance of doubt, the initial Floor for each of the

Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the Adjusted CIBO Rate, the Adjusted Term

CORRA Rate, each Adjusted Daily Simple RFR or the Central Bank Rate shall be 0%.

“Foreign Currencies” means Agreed Currencies other than Dollars.

“Foreign Currency Payment Office” of the Administrative Agent shall mean, for each

Foreign Currency, the office, branch, affiliate or correspondent bank of the Administrative Agent for such

currency as specified from time to time by the Administrative Agent to the Company and each Lender.

“Foreign Lender” means (a) if the applicable Borrower is a U.S. Person, a Lender that is

not a U.S. Person, and (b) if the applicable Borrower is not a U.S. Person, a Lender that is resident or

organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax

purposes.

“Foreign Subsidiary” means any Subsidiary which is not organized under the laws of a

jurisdiction located in the United States of America.

“Foreign Subsidiary Borrower” means any Eligible Foreign Subsidiary that becomes a

Foreign Subsidiary Borrower pursuant to Section 2.25 and that has not ceased to be a Foreign Subsidiary

Borrower pursuant to such Section.

“GAAP” means generally accepted accounting principles in the United States of

America.

“Global Borrower” means any Borrower other than the Danish Borrowers.

“Global Tranche” has the meaning set forth in the definition of “Tranche”.

“Global Tranche Applicable Percentage” means the percentage equal to a fraction the

numerator of which is such Lender’s Global Tranche Commitment and the denominator of which is the

aggregate Global Tranche Commitments of all Global Tranche Revolving Lenders (if the Global Tranche

Commitments have terminated or expired, the Global Tranche Applicable Percentages shall be

determined based upon the Global Tranche Commitments most recently in effect, giving effect to any

assignments); provided that in the case of Section 2.22 when a Defaulting Lender shall exist, any such

Defaulting Lender’s Global Tranche Commitment shall be disregarded in the calculation.

“Global Tranche Augmenting Lender” has the meaning assigned to such term in

Section 2.20(a).

“Global Tranche Increasing Lender” has the meaning assigned to such term in

Section 2.20(a).

“Global Tranche Revolving Borrowing” means a Borrowing comprised of Global

Tranche Revolving Loans.

“Global Tranche Revolving Commitment” means, with respect to each Global Tranche

Revolving Lender, the amount set forth on Schedule 2.01 opposite such Lender’s name under the heading

“Global Tranche Revolving Commitment”, or in the Assignment and Assumption or other documentation

or record (as such term is defined in Section 9-102(a)(70) of the New York UCC) contemplated hereby

pursuant to which such Global Tranche Revolving Lender shall have assumed its Global Tranche

Revolving Commitment, as applicable, and giving effect to (a) any reduction in such amount from time to

time pursuant to Section 2.09, (b) any increase or extension from time to time pursuant to Section 2.20 or

2.23 and (c) any reduction or increase in such amount from time to time pursuant to assignments by or to

such Global Tranche Revolving Lender pursuant to Section 9.04; provided that at no time shall the Global

Tranche Revolving Credit Exposure of any Lender exceed its Global Tranche Revolving Commitment.

The initial aggregate amount of the Global Tranche Revolving Commitments on the Effective Date is

$430,000,000.

“Global Tranche Revolving Credit Availability Period” means the period from and

including the Effective Date to but excluding the earlier of the Revolving Credit Maturity Date and the

date of termination of the Global Tranche Revolving Commitments.

“Global Tranche Revolving Credit Exposure” means, with respect to any Global Tranche

Revolving Lender at any time, and without duplication, the sum of the outstanding principal amount of

such Global Tranche Revolving Lender’s Global Tranche Revolving Loans, its LC Exposure and its

Swingline Exposure.

“Global Tranche Revolving Lender” means a Lender with a Global Tranche Revolving

Commitment or holding Global Tranche Revolving Loans.

“Global Tranche Revolving Loan” means a Loan made by a Global Tranche Revolving

Lender pursuant to Section 2.01(a)(i).

“Governmental Authority” means the government of the United States of America, any

other nation or any political subdivision thereof, whether state or local, and any agency, authority,

instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,

judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or

otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness

or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or

indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or

advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to

purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to

purchase or lease property, securities or services for the purpose of assuring the owner of such

Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or

any other financial statement condition or liquidity of the primary obligor so as to enable the primary

obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of

credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term

“Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

The amount of any Guarantee shall be deemed to be an amount equal to the lesser of (a) the stated or

determinable amount of the primary payment obligation in respect of which such Guarantee is made and

(b) the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the

instrument embodying such Guarantee, unless such primary payment obligation and the maximum

amount for which such guaranteeing Person may be liable are not stated or determinable, in which case

the amount of the Guarantee shall be such guaranteeing Person’s maximum reasonably possible liability

in respect thereof as reasonably determined by the Company in good faith.

“Guaranteed Obligations” has the meaning assigned to such term in Article X.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all

hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates,

asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical

wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Incremental Cap” means the sum of:

(a)the Fixed Incremental Amount, plus

(b)the amount of any voluntary prepayment of any Term Loan in accordance with

Section 2.11(a) and/or the amount of any permanent reduction of any Revolving Commitment; provided

that the relevant prepayment was not funded with the proceeds of any long-term Indebtedness, plus

(c)an unlimited amount so long as, in the case of this clause (c), after giving effect

(including pro forma effect) to the relevant increase of the Global Tranche Revolving Commitment or

Incremental Term Loans, the First Lien Net Leverage Ratio does not exceed 2.75 to 1.00, calculated on a

pro forma basis, including to give effect to any Acquisition or other transaction consummated in

connection therewith and the application of the proceeds thereof, and assuming a full drawing of any

increase of Global Tranche Revolving Commitments or Incremental Term Loans incurred (but excluding

the proceeds thereof for purposes of calculating the Liquidity component of the First Lien Net Leverage

Ratio). Further, for the avoidance of doubt, Global Tranche Revolving Commitment increases and

Incremental Term Loans may be incurred pursuant to this clause (c) prior to utilization of the amount set

forth in clause (a) or clause (b) of this definition;

provided that:

(i)any Global Tranche Revolving Commitment increase and/or Incremental Term

Loans may be incurred under one or more of clauses (a), (b) and (c) of this definition as selected

by the Company in its sole discretion; and

(ii)if any Global Tranche Revolving Commitment increase and/or Incremental Term

Loans is intended to be incurred or implemented in reliance on clause (c) of this definition and

any other clause of this definition substantially concurrently in a single transaction or series of

related transactions, (A) the permissibility of the portion of such Global Tranche Revolving

Commitment increase and/or Incremental Term Loans to be incurred or implemented under

clause (c) of this definition shall be calculated first without giving effect to any Global Tranche

Revolving Commitment increase and/or Incremental Term Loans to be incurred or implemented

in reliance on any other clause of this definition, but giving full pro forma effect to the use of

proceeds of the entire amount of the loans and commitments that will be incurred or implemented

at such time in reliance on such Global Tranche Revolving Commitment increase and/or

Incremental Term Loans and the related transactions and (B) the permissibility of the portion of

such Global Tranche Revolving Commitment increase and/or Incremental Term Loans to be

incurred or implemented under the other applicable clauses of this definition shall be calculated

thereafter.

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

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

Section 2.20.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such

Person for borrowed money, (b) the principal amount of all obligations of such Person evidenced by

bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest

charges are customarily paid (excluding current accounts payable incurred in the ordinary course of

business), (d) all obligations of such Person under conditional sale or other title retention agreements

relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred

purchase price of property or services (excluding (x) accounts payable incurred in the ordinary course of

business, (y) any earn-out, deferred or similar obligations until such obligation becomes a liability on the

balance sheet of such Person in accordance with GAAP and if not paid after becoming due and payable

and (z) expenses accrued in the ordinary course of business), (f) all Indebtedness of others secured by (or

for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)

any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby

has been assumed; provided, that, if such Person has not assumed or otherwise become liable in respect of

such Indebtedness, such obligations shall be deemed to be in an amount equal to the lesser of (i) the

amount of such Indebtedness and (ii) the fair market value of such property at the time of determination

(in the Company’s good faith estimate), (g) all Guarantees by such Person of Indebtedness of others,

(h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such

Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations,

contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) all obligations of such

Person under Sale and Leaseback Transactions. The Indebtedness of any Person shall include the

Indebtedness of any other entity (including any partnership in which such Person is a general partner) to

the extent such Person is liable therefor as a result of such Person’s ownership interest in or other

relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person

is not liable therefor. The amount of Indebtedness (including any Guarantees constituting Indebtedness)

for which recourse is limited either to a specified amount or to an identified asset of such Person shall be

deemed to be equal to the lesser of (x) such specified amount and (y) the fair market value of such

identified asset as determined by such Person in good faith. Notwithstanding anything to the contrary in

this definition, the term “Indebtedness” shall not include (i) deferred or prepaid revenue, (ii) purchase

price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other

unperformed obligations of the respective seller, (iii) obligations under sale and leaseback transactions to

the extent such obligations are not reflected as a liability on the consolidated balance sheet of the

Company or (iv) obligations under any Swap Agreements.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with

respect to any payment made by or on account of any obligation of any Loan Party under any Loan

Document and (b) to the extent not otherwise described in clause (a) hereof, Other Taxes.

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

“Ineligible Institution” has the meaning assigned to such term in Section 9.04(b).

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

“Information Memorandum” means the Lender Presentation dated August 2024 relating

to the Company and the Transactions.

“Initial Danish Borrower” has the meaning set forth in the definition of “Danish

Borrower”.

“Interest Coverage Ratio” has the meaning assigned to such term in Section 6.13(b).

“Interest Election Request” means a request by the applicable Borrower to convert or

continue a Borrowing in accordance with Section 2.08, which shall be substantially in the form approved

by the Administrative Agent and separately provided to the Company.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline

Loan) and any Loan that bears interest at the Canadian Prime Rate, the last day of each March, June,

September and December and the Applicable Maturity Date, (b) with respect to any RFR Loan, each date

that is on the numerically corresponding day in each calendar month that is one month after the

Borrowing of such RFR Loan (or, if there is no such numerically corresponding day in such month, then

the last day of such month) and the Applicable Maturity Date, (c) with respect to any Term Benchmark

Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in

the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration,

each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration

after the first day of such Interest Period and the Applicable Maturity Date and (d) with respect to any

Swingline Loan, the day that such Loan is required to be repaid and the Applicable Maturity Date.

“Interest Period” means with respect to any Term Benchmark Borrowing, the period

commencing on the date of such Borrowing and ending on the numerically corresponding day in the

calendar month that is (a) one month thereafter, (b) three months thereafter, or (c) other than with respect

to a Term Benchmark Borrowing denominated in Canadian Dollars, six months thereafter (in each case,

subject to the availability for the Benchmark applicable to the relevant Loan or Commitment for any

Agreed Currency), as the applicable Borrower (or the Company on behalf of the applicable Borrower)

may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such

Interest Period shall be extended to the next succeeding Business Day unless such next succeeding

Business Day would fall in the next calendar month, in which case such Interest Period shall end on the

next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a

calendar month (or on a day for which there is no numerically corresponding day in the last calendar

month of such Interest Period) shall end on the last Business Day of the last calendar month of such

Interest Period, (iii) no tenor that has been removed from this definition pursuant to Section 2.14(e) shall

be available for specification in such Borrowing Request or Interest Election Request, and (iv) if

requested by the applicable Borrower and acceptable to each Lender under the applicable Class and the

Administrative Agent, the duration of any available Interest Period specified in clause (a), (b) or (c) above

may be adjusted by no more than five calendar days. For purposes hereof, the date of a Borrowing

initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of

the most recent conversion or continuation of such Borrowing.

“IRS” means the United States Internal Revenue Service.

“Issuing Bank” means (a) JPMorgan Chase Bank, N.A., Bank of America, N.A. and

Citizens Bank, N.A. (in each case, through itself or through one of its designated affiliates or branch

offices), each in its capacity as the issuer of Letters of Credit hereunder, and (b) with respect to the

Existing Letters of Credit, JPMorgan Chase Bank, N.A., in each case together with its successors in such

capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one or more

Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank”

shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference

herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a

reference to the relevant Issuing Bank with respect thereto, and, further, references herein to “the Issuing

Bank” shall be deemed to refer to each of the Issuing Banks or the relevant Issuing Bank, as the context

requires.

“Julius” means AX V Nissens III ApS, a private limited liability company (in Danish:

anpartsselskab) incorporated under the laws of Denmark with corporate (in Danish: CVR) number

38647350.

“Julius Acquisition” means the purchase of 100% of the issued and outstanding share

capital of Julius as well as the AX V Nissens II Minority Shares (as defined in the Julius Purchase

Agreement) by the Company pursuant to the Julius Purchase Agreement.

“Julius Acquisition Termination Notice” means a written notice delivered by the

Company to the Administrative Agent (for distribution to the Lenders) that the Julius Purchase

Agreement has been terminated prior to closing of the Julius Acquisition or the Company’s and its

Affiliates’ obligations under the Julius Purchase Agreement to consummate the Julius Acquisition have

been terminated in accordance with the terms of the Julius Purchase Agreement, which notice may, at the

Company's discretion, extend the Term A-1 Loan Availability Period (solely with respect to the

Alternatively Funded Term A-1 Loans) to the date which is up to seven (7) days following the date on

which the Julius Purchase Agreement terminated (or the Company’s and its Affiliates’ obligations under

the Julius Purchase Agreement to consummate the Julius Acquisition terminated).

“Julius Closing Date” means the date on which the conditions specified in Section 4.03

are satisfied (or waived in accordance with Section 9.02).

“Julius Closing Date Commitments” means the Term A-1 Loan Commitments, the Term

A-2 Loan Commitments and the Julius Closing Date Revolving Loans.

“Julius Closing Date Loans” means the Term A-1 Loans (excluding Alternatively Funded

Term A-1 Loans), the Term A-2 Loans and the Julius Closing Date Revolving Loans.

“Julius Closing Date Revolving Loans” means Global Tranche Revolving Loans to be

made by the Global Tranche Revolving Lenders which are used to finance the Julius Acquisition, for the

Julius Closing Date Target Refinancing and to pay Julius Closing Date Transaction Costs in an amount

not to exceed $125,000,000.

“Julius Closing Date Target Refinancing” means the repayment, redemption, defeasance,

discharge, refinancing, replacement or termination or the delivery of irrevocable notice with respect

thereto (other than any right to revoke such notice if the Julius Acquisition will not be consummated on or

prior to the applicable date of repayment), as applicable, of the principal, accrued and unpaid interest,

fees, premium, if any, and other amounts, other than contingent obligations not then due and payable and

that by their terms survive the termination thereof (or letters of credit grandfathered, backstopped or cash

collateralized), under all Credit Facilities (as defined in the Julius Purchase Agreement) other than the

Excluded Existing Mortgage Loans, and the termination and release of all related guarantees and security

interests in respect of each of the foregoing.

“Julius Closing Date Transaction Costs” means any fees, costs or expenses incurred or

payable by the Company or any Subsidiary in connection with the Julius Closing Date Transactions.

“Julius Closing Date Transactions” means (a) the execution, delivery and performance by

the Loan Parties of Loan Documents, if any, that were executed and delivered on the Julius Funding Date

or the Julius Closing Date, the borrowing of the Julius Closing Date Loans under this Agreement and the

use of the proceeds thereof, (b) the consummation of the Julius Acquisition and the other transactions

contemplated by the Julius Purchase Agreement, (c) the Julius Closing Date Target Refinancing, (d) the

consummation of any other transactions in connection with the foregoing and (e) the payment of the fees,

premiums and expenses incurred in connection with any of the foregoing.

“Julius Funding Date” means the date that the conditions for funding the Julius Closing

Date Loans have been satisfied in accordance with Section 4.03 (subject to the last paragraph thereof) and

the Julius Closing Date Loans are funded pursuant to Section 2.01.

“Julius Pre-Funding Conditions” means the following conditions precedent: (a) the

Specified Representations shall be true and correct in all material respects (provided that any

representation or warranty that is qualified by materiality, Material Adverse Effect or similar language

shall be true and correct in all respects) on and as of the Julius Funding Date (or, if any such

representation or warranty is expressly stated to have been made as of a specific date, as of such date), (b)

after giving effect to the Julius Closing Date Transactions, the Company and its Subsidiaries, taken as a

whole, shall be Solvent and will be Solvent subsequent to incurring the indebtedness in connection with

the Julius Closing Date Transactions, (c) the Term A-1 Loan Commitment Expiration Date and/or Term

A-2 Loan Commitment Expiration Date, as applicable, shall have not occurred, (d) the Administrative

Agent shall have received a certificate signed by a Responsible Officer of the Company certifying that the

conditions specified in the preceding clauses (a), (b) and (c) have been satisfied and (e) all fees and

reasonable and documented out-of-pocket invoiced expenses due and payable to the Administrative

Agent, the Lenders and their respective Affiliates that are required to be paid on or prior to the Julius

Closing Date shall have been paid or shall have been authorized to be deducted from the proceeds of the

Term A-1 Loans, Term A-2 Loans and/or Julius Closing Date Revolving Loans.

“Julius Purchase Agreement” means the Share Sale and Purchase Agreement, dated July

5, 2024 (together with all exhibits, schedules and appendices thereto and as amended, restated,

supplemented and/or otherwise modified from time to time so long as any such amendment, restatement,

supplement or other modification constitutes a Permitted Amendment), by and among the Company,

Julius and certain other parties, related to the sale and purchase of the entire share capital of Julius as well

as the AX V Nissens II Minority Shares (as defined in the Julius Purchase Agreement).

“Julius Quality of Earnings Report” means that certain Project Julius – Financial Due

Diligence and HR Findings report, dated June 2024, prepared by PwC US Business Advisory LLP and

delivered to the Administrative Agent on June 25, 2024 (together with any updates or modifications

thereto reasonably agreed between the Company and the Administrative Agent).

“Latest Maturity Date” means, at any date of determination, the latest Applicable

Maturity Date applicable to any Loan or Commitment hereunder at such time, in each case as extended in

accordance with this Agreement from time to time.

“LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of

Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn Dollar Amount

of all outstanding Letters of Credit at such time plus (b) the aggregate Dollar Amount of all LC

Disbursements that have not yet been reimbursed by or on behalf of the Company at such time. The LC

Exposure of any Global Tranche Revolving Lender at any time shall be its Global Tranche Applicable

Percentage of the LC Exposure at such time. For all purposes of this Agreement, if on any date of

determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by

reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits,

International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in

effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices,

International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in

effect at the applicable time) or similar terms in the governing rules or laws or of the Letter of Credit

itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be

deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the

obligations of the Company and each Global Tranche Revolving Lender shall remain in full force and

effect until the Issuing Bank and the Global Tranche Revolving Lenders shall have no further obligations

to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

“Lender Notice Date” has the meaning assigned to it in Section 2.23(b).

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender

is, directly or indirectly, a subsidiary.

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

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall

have become a Lender hereunder pursuant to Section 2.20 or pursuant to an Assignment and Assumption

or otherwise, other than any such Person that ceases to be a party hereto pursuant to an Assignment and

Assumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes the

Swingline Lender and the Issuing Bank.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“Letter of Credit Agreement” has the meaning assigned to such term in Section 2.06(b).

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or

liabilities of any kind.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,

hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor

or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any

financing lease having substantially the same economic effect as any of the foregoing) relating to such

asset and (c) in the case of securities, any purchase option, call or similar right of a third party with

respect to such securities.

“Limited Condition Acquisition” means the Julius Acquisition, any Permitted Acquisition

or any other Acquisition permitted hereunder by the Company or any Subsidiary the consummation of

which is not conditioned on the availability of third party debt financing.

“Limited Conditionality Provision” means, to the extent any Collateral (including the

grant or perfection of any security interest) is not or cannot be provided on the Julius Closing Date (other

than (i) the grant and perfection of security interests in assets with respect to which a Lien may be

perfected solely by the filing of a financing statement under the Uniform Commercial Code (“UCC”), (ii)

the filing of short-form security agreements with the United States Patent and Trademark Office or the

United States Copyright Office, or (iii) the grant and perfection of security interests in certificated Equity

Interests of Domestic Subsidiaries of the Company (provided, that such certificated Equity Interests of

any Domestic Subsidiaries of Julius will be required to be delivered on the Julius Closing Date only to the

extent received from Julius after the Company’s use of commercially reasonable efforts to obtain such

certificated Equity Interests on or prior to the Julius Closing Date)), then the provision and perfection of

such Collateral shall not constitute a condition precedent to the availability and initial funding of the

Julius Closing Date Loans, but may instead be provided within 90 days after the Julius Closing Date (or,

in each case, such later date, as agreed in the Administrative Agent’s reasonable discretion) pursuant to

arrangements to be mutually agreed by the Administrative Agent and the Company.

“Liquidity” means, as of any date of determination, the aggregate amount of unrestricted

and unencumbered (other than Liens securing the Secured Obligations and Permitted Encumbrances) cash

and Permitted Investments maintained by the Company and its Restricted Subsidiaries as of such date.

“Loan Documents” means this Agreement (including schedules and exhibits hereto), each

Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination, any promissory notes issued

pursuant to Section 2.10(g), any Letter of Credit applications, any Letter of Credit Agreement, the

Collateral Documents, the Subsidiary Guaranty, and all other agreements, instruments, documents and

certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent

or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts,

notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter

executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the

Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated

hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include

all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other

modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in

effect at any and all times such reference becomes operative.

“Loan Parties” means, collectively, the Borrowers and the Subsidiary Guarantors.

“Loans” means the loans made by the Lenders to the Borrowers pursuant to this

Agreement.

“Local Time” means (i) New York City time in the case of a Loan, Borrowing or LC

Disbursement denominated in Dollars and (ii) local time in the case of a Loan, Borrowing or LC

Disbursement denominated in a Foreign Currency (it being understood that such local time shall mean (a)

London, England time with respect to any Foreign Currency (other than euro and Canadian Dollars), (b)

Brussels, Belgium time with respect to euro and (c) Toronto, Canada time with respect to Canadian

Dollars, in each case of the foregoing clauses (a), (b) and (c) unless otherwise notified by the

Administrative Agent).

“Margin Stock” means margin stock within the meaning of Regulations T, U and X, as

applicable.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets,

operations or financial condition of the Company and the Restricted Subsidiaries taken as a whole, (b) the

ability of any Borrower to perform any of its material obligations under this Agreement or any other Loan

Document or (c) the validity or enforceability of this Agreement or any and all other Loan Documents or

the rights or remedies of the Administrative Agent and the Lenders hereunder or thereunder.

“Material Domestic Subsidiary” means each Domestic Subsidiary (other than an

Excluded Subsidiary) (i) which, as of the most recent fiscal quarter of the Company, for the period of four

consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to

Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be

delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section

3.04(a)), contributed greater than five percent (5%) of Consolidated EBITDA for such period or

(ii) which contributed greater than five percent (5%) of Consolidated Total Assets as of such date;

provided that, if at any time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets

attributable to all Domestic Subsidiaries that are not Material Domestic Subsidiaries exceeds 10% of

Consolidated EBITDA for any such period or 10% of Consolidated Total Assets as of the end of any such

fiscal quarter, the Company (or, in the event the Company has failed to do so within ten (10) days, the

Administrative Agent) shall designate sufficient Domestic Subsidiaries as “Material Domestic

Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this

Agreement constitute Material Domestic Subsidiaries.

“Material Foreign Subsidiary” means each Foreign Subsidiary (i) which, as of the most

recent fiscal quarter of the Company, for the period of four consecutive fiscal quarters then ended, for

which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date

of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most

recent financial statements referred to in Section 3.04(a)), contributed greater than five percent (5%) of

Consolidated EBITDA for such period or (ii) which contributed greater than five percent (5%) of

Consolidated Total Assets as of such date.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit),

or obligations in respect of one or more Swap Agreements, of any one or more of the Company and its

Restricted Subsidiaries in an aggregate principal amount exceeding $30,000,000. For purposes of

determining Material Indebtedness, the “principal amount” of the obligations of the Company or any

Restricted Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate

amount (giving effect to any netting agreements) that the Company or such Restricted Subsidiary would

be required to pay if such Swap Agreement were terminated at such time.

“Material Intellectual Property” means intellectual property that is material to the

business operations of the Company and its Restricted Subsidiaries taken as a whole.

“Material Subsidiary” means (i) any Borrower other than the Company, (ii) a Material

Domestic Subsidiary or (iii) a Material Foreign Subsidiary.

“Maturity Date” means any Applicable Maturity Date.

“Maximum Rate” has the meaning assigned to such term in Section 9.16.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of

ERISA.

“Net Proceeds” means, with respect to any event, (a) the cash proceeds received in

respect of such event including (i) any cash received in respect of any non-cash proceeds (including any

cash payments received by way of deferred payment of principal pursuant to a note or installment

receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but

only as and when received, (ii) in the case of a casualty, cash insurance proceeds and (iii) in the case of a

condemnation or similar event, cash condemnation awards and similar cash payments, net of (b) the sum

of (i) all reasonable fees and out-of-pocket expenses and underwriting discounts and commissions paid to

third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or

other disposition of an asset (including pursuant to a Sale and Leaseback Transaction or a casualty or a

condemnation or similar proceeding), the amount of all payments required to be made as a result of such

event to repay Indebtedness (other than Loans) secured by such asset or otherwise subject to mandatory

prepayment as a result of such event and (iii) the amount of all taxes paid (or reasonably estimated to be

payable) and the amount of any reserves established to fund contingent liabilities reasonably estimated to

be payable, in each case during the year that such event occurred or the next succeeding year and that are

directly attributable to such event (as determined reasonably and in good faith by a Financial Officer).

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

“Non-Extending Lender” has the meaning assigned to it in Section 2.23(b).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in

effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is

not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are

published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds

transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent

from a federal funds broker of recognized standing selected by it; provided, further, that if any of the

aforesaid rates as so determined would be less than 0%, such rate shall be deemed to be 0% for purposes

of this Agreement.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or

any successor source.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the

Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and

other obligations and indebtedness (including interest and fees accruing during the pendency of any

bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or

allowable in such proceeding), obligations and liabilities of any of the Company and its Restricted

Subsidiaries to any of the Lenders, the Administrative Agent, the Issuing Bank or any indemnified party,

individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or

several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured,

arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the

other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations

incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the

Treasury.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a

result of a present or former connection between such Recipient and the jurisdiction imposing such Tax

(other than connections arising from such Recipient having executed, delivered, become a party to,

performed its obligations under, received payments under, received or perfected a security interest under,

engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an

interest in any Loan, Letter of Credit or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible,

recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery,

performance, enforcement or registration of, from the receipt or perfection of a security interest under, or

otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes

imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19 or

Section 9.02(e)).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight

federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking

offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth

on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the

NYFRB as an overnight bank funding rate.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in

Dollars, the NYFRB Rate and (b) with respect to any amount denominated in a Foreign Currency, an

overnight rate determined by the Administrative Agent or the Issuing Bank, as the case may be, in

accordance with banking industry rules on interbank compensation.

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

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

“Participating Member State” means any member state of the European Union that has

adopted the euro as its lawful currency in accordance with legislation of the European Union relating to

economic and monetary union.

“Patriot Act” means the USA PATRIOT Act of 2001.

“Payment” has the meaning assigned to such term in Section 8.06(c).

“Payment Notice” has the meaning assigned to such term in Section 8.06(c).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in

ERISA and any successor entity performing similar functions.

“Periodic Term CORRA Determination Day” has the meaning assigned to such term in

the definition of “Term CORRA.”

“Permitted Acquisition” means any Acquisition, if, at the time of and immediately after

giving effect thereto, (a) no Event of Default has occurred and is continuing or would arise immediately

after giving effect (including giving effect on a pro forma basis) thereto, (b) the business of the Person

whose Equity Interests are being acquired or the division or line of business being acquired or relating to

the assets acquired is engaged in the same or a similar line of business as the Company and the Restricted

Subsidiaries or business reasonably related thereto, (c) all actions required to be taken with respect to

such acquired or newly formed Restricted Subsidiary under Section 5.09 shall have been taken or will be

taken within the periods permitted under Section 5.09, (d) the Company and the Restricted Subsidiaries

are in compliance, on a pro forma basis, with the covenants contained in Section 6.13 recomputed as of

the last day of the most recently ended fiscal quarter of the Company for which financial statements are

available, as if such Acquisition (and any related incurrence or repayment of Indebtedness, with any new

Indebtedness being deemed to be amortized over the applicable testing period in accordance with its

terms) had occurred on the first day of each relevant period for testing such compliance and if the

aggregate consideration paid in respect of such Acquisition exceeds $50,000,000, the Company shall have

delivered to the Administrative Agent a certificate of a Financial Officer of the Company to such effect

together with all relevant financial information, statements and projections reasonably requested by the

Administrative Agent and (e) in the case of a merger or consolidation involving the Company or a

Restricted Subsidiary, the Company or such Restricted Subsidiary is the surviving entity of such merger

and/or consolidation.

“Permitted Amendments” means any amendment, supplement, waiver or other

modification to, or consent to departure from, the Julius Purchase Agreement either (a) made with the

prior written consent of the Administrative Agent and the Arrangers (such consent not to be unreasonably

withheld, conditioned or delayed) or (b) that is not in any way materially adverse to the Term A-1

Lenders, the Term A-2 Lenders or the Revolving Lenders in their capacities as such (it being understood

and agreed that any amendment, supplement, waiver or other modification to, or consent to departure

from, the Julius Purchase Agreement that results in (i) an increase to the Purchase Price (as defined in the

Julius Purchase Agreement as in effect on the Effective Date) shall be deemed to not be materially

adverse to the Term A-1 Lenders, the Term A-2 Lenders or the Revolving Lenders so long as such

increase is funded solely with (x) cash and cash equivalents on hand (not funded with indebtedness for

borrowed money) of the Company and its Subsidiaries and/or (y) a public issuance of common equity of

the Company and (ii) a decrease to the Purchase Price shall be deemed to not be materially adverse to the

Term A-1 Lenders, the Term A-2 Lenders or the Revolving Lenders so long as such reduction is allocated

to reduce the Term A-1 Loan Commitments and the Term A-2 Loan Commitments on a pro rata basis.

“Permitted Encumbrances” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in

compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like

Liens imposed by law, arising in the ordinary course of business and securing obligations that are not

overdue by more than sixty (60) days or are being contested in compliance with Section 5.04;

workers’ compensation, unemployment insurance and other social security or retirement benefits laws, to

secure liability to insurance carriers under insurance of self-insurance arrangements or regulations or

employment laws or to secure other public, statutory or regulatory regulations;

(d) pledges and deposits to secure the performance of bids, trade contracts, government

contracts, leases, statutory obligations, customer deposit and advances, surety, customs and appeal bonds,

performance and completion bonds and other obligations of a like nature, in each case in the ordinary

course of business, and Liens to secure letters of credit or bank guarantees supporting any of the

foregoing;

(e) judgment Liens in respect of judgments that do not constitute an Event of Default

under Section 7.01(k) or Liens securing appeal or surety bonds related to such judgments;

(f) easements, zoning restrictions, rights-of-way and similar charges or encumbrances on

real property imposed by law or arising in the ordinary course of business that do not secure any monetary

obligations and do not materially detract from the value of the affected property or materially interfere

with the ordinary conduct of business of the Company or any Restricted Subsidiary and immaterial title

defects or irregularities that do not materially detract from the value of the affected property or materially

interfere with the use of such property;

(g) leases, licenses, subleases or sublicenses granted to third parties in the ordinary course

of business and not interfering in any material respect with the ordinary conduct of business of the

Company or any Restricted Subsidiary;

(h) Liens in favor of a banking or other financial institution arising as a matter of law or

in the ordinary course of business under customary general terms and conditions encumbering deposits or

other funds maintained with a financial institution (including the right of setoff) and that are within the

general parameters customary in the banking industry or arising pursuant to such banking institution’s

general terms and conditions;

(i) Liens on specific items of inventory or other goods (other than fixed or capital assets)

and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances

or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or

storage of such inventory or other goods in the ordinary course of business;

(j) Liens and deposits in favor of customs and revenue authorities arising as a matter of

law to secure payment of customs duties in connection with the importation of goods in the ordinary

course of business so long as such Liens only cover the related goods;

(k) Liens encumbering reasonable customary initial deposits and margin deposits and

similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the

ordinary course of business and not for speculative purposes;

(l) any interest or title of a landlord, lessor or sublessor under any lease of real estate or

any Lien affecting solely the interest of the landlord, lessor or sublessor;

(m)  purported Liens evidenced by the filing of precautionary UCC financing statements

or similar filings relating to operating leases of personal property entered into by the Company or any of

its Subsidiaries in the ordinary course of business;

(n) liens on the Company’s publicly-held stock which is held in trust for the Company’s

ESOP; and

(o) security given to a public utility or any municipality or Governmental Authority when

required by such utility or authority in connection with the operations of that Person, in each case, in the

ordinary course of business;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are

unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such

obligations are backed by the full faith and credit of the United States of America);

(b) investments in commercial paper maturing within 270 days from the date of

acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P

or from Moody’s;

maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and

money market deposit accounts issued or offered by, any domestic office of any commercial bank

organized under the laws of the United States of America or any State thereof which has a combined

capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than thirty

(30) days for securities described in clause (a) above and entered into with a financial institution

satisfying the criteria described in clause (c) above;

(e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under

the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have

portfolio assets of at least $5,000,000,000;

(f) without duplication of clauses (a) through (e) above, cash equivalents as determined in

accordance with GAAP;

(g) in the case of any Foreign Subsidiary, the cash and cash equivalents that are

substantially equivalent in such jurisdiction to those described in clauses (a) through (f) above in respect

of each country that is a member of the Organization for Economic Co-operation and Development;

(h) shares of mutual funds whose investment guidelines restrict at least 95% of such

funds’ investments to those satisfying the provisions of clauses (a) through (g) above; and

(i) other short-term liquid investments approved in writing by the Administrative Agent.

“Permitted Sale Leasebacks” means any Sale and Leaseback Transaction with respect to

the sale, transfer or disposition of property consummated by the Company or any of its Restricted

Subsidiaries after the Effective Date; provided that any such Sale and Leaseback Transaction (a) is not

between the Company and a Subsidiary and (b) is, in each case, consummated for fair market value as

determined at the time of consummation in good faith by the Company (which such determination may

take into account any retained interest or other investment of the Company or such Restricted Subsidiary

in connection with, and any other material economic terms of, such Sale and Leaseback Transaction).

“Permitted Supply Chain Financing” means a supply-chain financing transaction

whereby the Company or any of its Subsidiaries sells to a third-party purchaser all or a portion of the

accounts receivable owing to the Company or such Subsidiary from a designated customer of the

Company or such Subsidiary (but, for the avoidance of doubt, not a sale or sales of all accounts receivable

of the Company or any of its Subsidiaries generally); provided that:

(a)such transaction shall be evidenced by a receivables purchase agreement or other

similar documentation on terms and conditions customary for supply-chain financing arrangements;

(b)the proceeds of such sales are received in cash and are in an amount equal to the

face value of the sold accounts receivable, net of a commercially reasonable and customary discount rate

based on then current market conditions, in each case, in the reasonable judgment of the Company; and

(c)such sales are structured, and are intended to be treated, as true sales of accounts

receivable without recourse to the Company or its Subsidiaries other than limited recourse typical of such

transactions resulting from the breach of appropriate representations, warranties or covenants by the

Company or any selling Subsidiary, as applicable, with respect to the sold accounts receivable; and

“Permitted Supply Chain Financing Receivables” means any account receivable sold by

the Company and/or any Subsidiary to a counterparty institution in connection with a Permitted Supply

Chain Financing.

“Person” means any natural person, corporation, limited liability company, trust, joint

venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan)

subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and

in respect of which the Company or any ERISA Affiliate is (or, if such plan were terminated, would under

Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section

3(42) of ERISA, as amended from time to time.

“Pledge Subsidiary” means (i) each Domestic Subsidiary (other than CFC Holding

Companies) and (ii) each First Tier Foreign Subsidiary which is a Material Foreign Subsidiary.

“Pounds Sterling” or “£” means the lawful currency of the United Kingdom.

“Prepayment Event” means:

(a) any sale, transfer or other disposition (including pursuant to a sale and leaseback

transaction) of any property or asset of the Company or any Restricted Subsidiary made pursuant to

Section 6.04(o) (but excluding the Specified DC Disposition); or

(b) any casualty or other insured damage to, or any taking under power of eminent

domain or by condemnation or similar proceeding of, any property or asset of the Company or any

Restricted Subsidiary; or

(other than Loans), other than Indebtedness permitted under Section 6.01 or permitted by the Required

Lenders pursuant to Section 9.02.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the

“Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum

interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519)

(Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any

similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the

Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall

be effective from and including the date such change is publicly announced or quoted as being effective.

“Proceeding” means any claim, litigation, investigation, action, suit, arbitration or

administrative, judicial or regulatory action or proceeding in any jurisdiction.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of

Labor, as any such exemption may be amended from time to time.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall

be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to it in Section 9.19.

“Qualifying Material Acquisition” means an Acquisition in which the aggregate

consideration paid in connection with such Acquisition (including all cash consideration paid, all

transaction costs incurred and all Indebtedness incurred or assumed in connection therewith, and the

maximum amount payable under any earn-out obligations in connection therewith as reasonably

calculated on the date of such Acquisition) equals or exceeds $100,000,000.

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) the Issuing Bank,

as applicable.

“Reference Time” with respect to any setting of the then-current Benchmark means (i) if

such Benchmark is the Term SOFR Rate, 5:00 a.m., Chicago time, on the day that is two (2) U.S.

Government Securities Business Days preceding the date of such setting, (ii) if such Benchmark is the

EURIBO Rate, 11:00 a.m., Brussels time, two (2) TARGET Days preceding the date of such setting, (iii)

if the RFR for such Benchmark is SONIA, then four (4) RFR Business Days prior to such setting, (iv) if

the RFR for such Benchmark is SARON, then five (5) RFR Business Days prior to such setting, (v) if,

following a Benchmark Transition Event and Benchmark Replacement Date with respect to the Term

SOFR Rate, the RFR for such Benchmark is Daily Simple SOFR, then four (4) Business Days prior to

such setting, (vi) if, following a Benchmark Transition Event and Benchmark Replacement Date with

respect to Term CORRA, the RFR for such Benchmark is Daily Simple CORRA, then four RFR Business

Days prior to such setting, (vii) if such Benchmark is Term CORRA, 1:00 p.m. Toronto local time on the

day that is two Business Days preceding the date of such setting, (viii) if such Benchmark is the CIBO

Rate, 11:00 a.m., Copenhagen time, two (2) Business Days preceding the date of such setting or (ix) if

such Benchmark is none of the Term SOFR Rate, Daily Simple SOFR, the EURIBO Rate, SONIA,

SARON, Term CORRA, Daily Simple CORRA or the CIBO Rate, the time determined by the

Administrative Agent in its reasonable discretion.

“Register” has the meaning assigned to such term in Section 9.04(b)(iv).

“Regulation D” means Regulation D of the Federal Reserve Board, as in effect from time

to time and all official rulings and interpretations thereunder or thereof.

“Regulation T” means Regulation T of the Federal Reserve Board, as in effect from time

to time and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time

to time and all official rulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Federal Reserve Board, as in effect from time

to time and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates

and the respective directors, officers, employees, agents and advisors of such Person and such Person’s

Affiliates.

“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in

respect of Loans denominated in Dollars, the Federal Reserve Board and/or the NYFRB, as applicable, or

a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each

case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans

denominated in Pounds Sterling, the Bank of England, or a committee officially endorsed or convened by

the Bank of England or, in each case, any successor thereto, (iii) with respect to a Benchmark

Replacement in respect of Loans denominated in euro, the European Central Bank, or a committee

officially endorsed or convened by the European Central Bank or, in each case, any successor thereto, (iv)

with respect to a Benchmark Replacement in respect of Loans denominated in Swiss Francs, the Swiss

National Bank, or a committee officially endorsed or convened by the Swiss National Bank or, in each

case, any successor thereto, (v) with respect to a Benchmark Replacement in respect of Loans

denominated in Canadian dollars, the Bank of Canada, or a committee officially endorsed or convened by

the Bank of Canada or, in each case, any successor thereto, (vi) with respect to a Benchmark Replacement

in respect of Loans denominated in Danish Kroner, the Danish Central Bank, or a committee officially

endorsed or convened by the Danish Central Bank or, in each case, any successor thereto, and (vii) with

respect to a Benchmark Replacement in respect of Loans denominated in any other currency, (a) the

central bank for the currency in which such Benchmark Replacement is denominated or any central bank

or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2)

the administrator of such Benchmark Replacement or (b) any working group or committee officially

endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is

denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such

Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those

central banks or other supervisors or (4) the Financial Stability Board or any part thereof.

“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing denominated

in Dollars, the Term SOFR Rate, (ii) with respect to any Term Benchmark Borrowing denominated in

euro, the EURIBO Rate, (iii) with respect to any Term Benchmark Borrowing denominated in Canadian

Dollars, Term CORRA, (iv) with respect to any Term Benchmark Borrowing denominated in Danish

Kroner, the CIBO Rate, (v) with respect to any RFR Borrowing denominated in Pounds Sterling, Swiss

Francs, Dollars or Canadian Dollars, the applicable Daily Simple RFR and (vi) with respect to any

Swingline Loan denominated in euro, the Daily Simple ESTR, in each case, as applicable.

“Relevant Screen Rate” means (i) with respect to any Term Benchmark Borrowing

denominated in Dollars, the Term SOFR Reference Rate, (ii) with respect to any Term Benchmark

Borrowing denominated in euro, the EURIBO Screen Rate, (iii) with respect to any Term Benchmark

Borrowing denominated in Canadian Dollars, Term CORRA, or (iv) with respect to any Term Benchmark

Borrowing denominated in Danish Kroner, the CIBO Screen Rate, as applicable.

“Required Lenders” means, subject to Section 2.22, (a) at any time prior to the earlier of

the Loans becoming due and payable pursuant to Section 7.02 or the Revolving Commitments

terminating or expiring, Lenders having Credit Exposures and Unfunded Commitments representing more

than 50% of the sum of the total Credit Exposures and Unfunded Commitments at such time; provided

that, solely for purposes of declaring the Loans to be due and payable pursuant to Section 7.02, the

Unfunded Commitment of each Revolving Lender shall be deemed to be zero; and (b) for all purposes

after the Loans become due and payable pursuant to Section 7.02 or the Revolving Commitments expire

or terminate, Lenders having Credit Exposures representing more than 50% of the sum of the total Credit

Exposures at such time, provided that, in the case of clauses (a) and (b) above, (x) the Revolving Credit

Exposure of any Revolving Lender that is the Swingline Lender shall be deemed to exclude any amount

of its Swingline Exposure in excess of its Global Tranche Applicable Percentage of all outstanding

Swingline Loans, adjusted to give effect to any reallocation under Section 2.22 of the Swingline

Exposures of Defaulting Lenders in effect at such time, and the Unfunded Commitment of such Lender

shall be determined on the basis of its Revolving Credit Exposure excluding such excess amount and (y)

for the purpose of determining the Required Lenders needed for any waiver, amendment, modification or

consent of or under this Agreement or any other Loan Document, any Lender that is the Company or an

Affiliate of the Company shall be disregarded.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK

Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the president, a Financial Officer or other executive officer

of the Company.

“Restricted Payment” means any dividend or other distribution (whether in cash,

securities or other property) with respect to any Equity Interests in the Company or any Restricted

Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or

similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or

termination of any such Equity Interests in the Company or any Restricted Subsidiary or any option,

warrant or other similar right to acquire any such Equity Interests in the Company or any Restricted

Subsidiary.

“Restricted Subsidiary” means, as to any Person, any subsidiary of such Person that is not

an Unrestricted Subsidiary. Unless otherwise specified, “Restricted Subsidiary” means any Restricted

Subsidiary of the Company.

“Reuters” means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor

thereto.

“Revolving Commitment” means a Global Tranche Revolving Commitment or a Danish

Tranche Revolving Commitment, and “Revolving Commitments” means both Global Tranche Revolving

Commitments and Danish Tranche Revolving Commitments.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of

the outstanding principal amount of such Lender’s Global Tranche Revolving Loans and Danish Tranche

Revolving Loans, its LC Exposure and its Swingline Exposure at such time.

“Revolving Credit Maturity Date” means with respect to any Revolving Lender, the later

of (i) September 16, 2029, and (ii) if the Revolving Credit Maturity Date is extended for such Revolving

Lender pursuant to Section 2.23, such extended Revolving Credit Maturity Date as determined pursuant

to Section 2.23; provided, however, in each case, if such date is not a Business Day, the Revolving Credit

Maturity Date shall be the next preceding Business Day.

“Revolving Lender” means, as of any date of determination, each Lender that has a

Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with

Revolving Credit Exposure.

“Revolving Loan” means a Global Tranche Revolving Loan or a Danish Tranche

Revolving Loan, and “Revolving Loans” means both Global Tranche Revolving Loan and Danish

Tranche Revolving Loans.

“RFR” means, for any RFR Loan denominated in (a) Pounds Sterling, SONIA, (b) Swiss

Francs, SARON, (c) Dollars (solely following a Benchmark Transition Event and a Benchmark

Replacement Date with respect to the Term SOFR Rate), Daily Simple SOFR and (d) Canadian Dollars

(solely following a Benchmark Transition Event and a Benchmark Replacement Date with respect to

Term CORRA), Daily Simple CORRA, and when used in reference to any Loan or Borrowing, means

that such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference

to the applicable Adjusted Daily Simple RFR.

“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such

Borrowing.

“RFR Business Day” means, for any Loan denominated in (a) Pounds Sterling, any day

except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in

London, (b) Swiss Francs, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks

are closed for the settlement of payments and foreign exchange transactions in Zurich, (c) Dollars, a U.S.

Government Securities Business Day and (d) Canadian Dollars, any day except for (i) a Saturday, (ii) a

Sunday or (iii) a day on which commercial banks in Toronto are authorized or required to remain closed.

“RFR Interest Day” has the meaning specified in the definition of “Daily Simple RFR”.

“RFR Loan” means a Loan that bears interest at a rate based on the Adjusted Daily

Simple RFR.

“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial

Services LLC business.

“Sale and Leaseback Transaction” means any sale or other transfer of any property or

asset by any Person with the intent to lease such property or asset as lessee.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the

subject or target of any Sanctions (at the time of this Agreement, the so-called Donetsk People’s

Republic, the so-called Luhansk People’s Republic, the Crimea, Zaporizhzhia and Kherson Regions of

Ukraine, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means, at any time, any Person subject or target of any Sanctions,

including (a) any Person listed in any Sanctions-related list of designated Persons maintained by the U.S.

government, including by OFAC, the U.S. Department of State, the U.S. Department of Commerce, the

United Nations Security Council, the European Union, any European Union member state, His Majesty’s

Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating,

organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or

Persons described in the foregoing clauses (a) or (b) (including, without limitation for purposes of

defining a Sanctioned Person, as ownership and control may be defined and/or established in and/or by

any applicable laws, rules, regulations, or orders).

“Sanctions” means all economic or financial sanctions, trade embargoes or similar

restrictions imposed, administered or enforced from time to time by (a) the U.S. government, including

those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council,

the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom

or other relevant sanctions authority.

“SARON” means, with respect to any Business Day, a rate per annum equal to the Swiss

Average Rate Overnight for such Business Day published by the SARON Administrator on the SARON

Administrator’s Website.

“SARON Administrator” means the SIX Swiss Exchange AG (or any successor

administrator of the Swiss Average Rate Overnight).

“SARON Administrator’s Website” means SIX Swiss Exchange AG’s website, currently

at https://www.six-group.com, or any successor source for the Swiss Average Rate Overnight identified

as such by the SARON Administrator from time to time.

“SEC” means the Securities and Exchange Commission of the United States of America.

“Secured Obligations” means all Obligations, together with all Swap Obligations and

Banking Services Obligations owing to one or more Lenders or their respective Affiliates; provided that

the definition of “Secured Obligations” shall not create or include any guarantee by any Loan Party of (or

grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of

such Loan Party for purposes of determining any obligations of any Loan Party.

“Secured Parties” means the holders of the Secured Obligations from time to time and

shall include (i) each Lender and the Issuing Bank in respect of its Loans and LC Exposure respectively,

(ii) the Administrative Agent, the Issuing Bank and the Lenders in respect of all other present and future

obligations and liabilities of the Company and each Subsidiary of every type and description arising under

or in connection with this Agreement or any other Loan Document, (iii) each Lender and Affiliate of such

Lender in respect of Swap Agreements and Banking Services Agreements entered into with such Person

by the Company or any Subsidiary, (iv) each indemnified party under Section 9.03 in respect of the

obligations and liabilities of the Borrowers to such Person hereunder and under the other Loan

Documents, and (v) their respective successors and (in the case of a Lender, permitted) transferees and

assigns.

“Securities Act” means the United States Securities Act of 1933.

“Security Agreement” means that certain Pledge and Security Agreement (including any

and all supplements thereto), dated as of the Effective Date, between the Domestic Loan Parties and the

Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any

other pledge or security agreement entered into after the date of this Agreement by any other Domestic

Loan Party (as required by this Agreement or any other Loan Document), or any other Person, as the

same may be amended, restated, supplemented or otherwise modified from time to time.

“SLL Principles” has the meaning assigned to it in Section 2.24(a).

“SOFR” means a rate equal to the secured overnight financing rate as administered by the

SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured

overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s Website, currently at http://

www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such

by the SOFR Administrator from time to time.

“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple

SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“Solvent” means, as to any Person as of any date of determination, that on such date

(a) the fair value of the property of such Person is greater than the total amount of liabilities, including

contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the

amount that will be required to pay the probable liability of such Person on its debts, including contingent

debts, as they become absolute and matured, (c) such Person does not intend to, and does not believe that

it will, incur debts or liabilities, including contingent debts and liabilities, beyond such Person’s ability to

pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a

transaction, and is not about to engage in a business or a transaction, for which such Person’s property

would constitute an unreasonably small capital. The amount of any contingent liability at any time shall

be computed as the amount that, in light of all of the facts and circumstances existing at such time,

represents the amount that can reasonably be expected to become an actual or matured liability.

“SONIA” means, with respect to any Business Day, a rate per annum equal to the

Sterling Overnight Index Average for such Business Day published by the SONIA Administrator on the

SONIA Administrator’s Website on the immediately succeeding Business Day.

“SONIA Administrator” means the Bank of England (or any successor administrator of

the Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website, currently at

http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average

identified as such by the SONIA Administrator from time to time.

“Specified Ancillary Obligations” means all obligations and liabilities (including interest

and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar

proceeding, regardless of whether allowed or allowable in such proceeding) of any of the Subsidiaries,

existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or

contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract,

operation of law or otherwise, to the Lenders or any of their Affiliates under any Swap Agreement or any

Banking Services Agreement; provided that the definition of “Specified Ancillary Obligations” shall not

create or include any guarantee by any Loan Party of (or grant of security interest by any Loan Party to

support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining

any obligations of any Loan Party.

“Specified DC Disposition” means the sale or other disposition of the Company's

distribution center in Edwardsville, Kansas.

“Specified Event of Default” means an Event of Default arising under any of

Section 7.01(a), 7.01(b), 7.01(h) or 7.01(i).

“Specified Representations” means the representations and warranties of the Company

set forth in Sections 3.01 (as it relates to the organizational existence of the Loan Parties after giving

effect to the Julius Closing Date Transactions and to the organizational power and authority of the Loan

Parties to carry on their respective businesses as conducted after giving effect to the Julius Closing Date

Transactions), 3.02 (as it relates to the organizational power, due authorization, execution and delivery,

and enforceability, in each case, relating to the Julius Closing Date Transactions and the Loan Documents

after giving effect to the Julius Closing Date Transactions), 3.03(b) (as it relates to the execution, delivery

and performance by the Loan Parties of the Loan Documents not violating in any material respect the

Loan Parties’ organizational documents), 3.08, 3.15, 3.17 (as it relates to the creation, validity and

perfection of the security interests in the Collateral subject to the Limited Conditionality Provision), 3.18

and 3.21.

“Specified Swap Obligation” means, with respect to any Loan Party, any obligation to

pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning

of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of

which is the number one and the denominator of which is the number one minus the aggregate of the

maximum reserve percentage (including any marginal, special, emergency or supplemental reserves)

expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is

subject with respect to the Adjusted EURIBO Rate or the Adjusted CIBO Rate, as applicable, for

eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D) or any other

reserve ratio or analogous requirement of any central banking or financial regulatory authority imposed in

respect of the maintenance of the Commitments or the funding of the Loans. Such reserve percentage

shall include those imposed pursuant to Regulation D. Term Benchmark Loans for which the associated

Benchmark is adjusted by reference to the Statutory Reserve Rate (per the related definition of such

Benchmark) shall be deemed to constitute eurocurrency funding and to be subject to such reserve

requirements without benefit of or credit for proration, exemptions or offsets that may be available from

time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate

shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Indebtedness” means any Indebtedness of the Company or any Restricted

Subsidiary the payment of which is subordinated to payment of the obligations under the Loan

Documents.

“Subordinated Indebtedness Documents” means any document, agreement or instrument

evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated

Indebtedness.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any

corporation, limited liability company, partnership, association or other entity the accounts of which

would be consolidated with those of the parent in the parent’s consolidated financial statements if such

financial statements were prepared in accordance with GAAP as of such date, as well as any other

corporation, limited liability company, partnership, association or other entity (a) of which securities or

other ownership interests representing more than 50% of the equity or more than 50% of the ordinary

voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of

such date, owned, Controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent

and/or one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Company.

“Subsidiary Guarantor” means each Material Domestic Subsidiary that is a party to the

Subsidiary Guaranty. The Subsidiary Guarantors on the Effective Date are identified as such in

Schedule 3.01 hereto.

“Subsidiary Guaranty” means that certain Guaranty dated as of the Effective Date

(including any and all supplements thereto) and executed by each Subsidiary Guarantor, as amended,

restated, supplemented or otherwise modified from time to time.

“Supported QFC” has the meaning assigned to it in Section 9.19.

“Sustainability Structuring Agent” means a sustainability structuring agent, which may

be a Lender (or an affiliate of a Lender), with respect to the ESG Amendment engaged by the Company

on terms and conditions to be mutually agreed between the Company and such Sustainability Structuring

Agent.

“Swap Agreement” means any agreement with respect to any swap, forward, future or

derivative transaction or option or similar agreement involving, or settled by reference to, one or more

rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing

indices or measures of economic, financial or pricing risk or value or any similar transaction or any

combination of these transactions; provided that no phantom stock or similar plan providing for payments

only on account of services provided by current or former directors, officers, employees or consultants of

the Company or the Subsidiaries shall be a Swap Agreement.

“Swap Obligations” means any and all obligations of the Company or any Subsidiary,

whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired

(including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any

and all Swap Agreements permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any and

all cancellations, buy backs, reversals, terminations or assignments of any such Swap Agreement

transaction.

“Swingline Borrowing” means a borrowing of a Swingline Loan.

“Swingline Exposure” means, at any time, the aggregate principal amount of all

Swingline Loans outstanding at such time. The Swingline Exposure of any Global Tranche Revolving

Lender at any time shall be the sum of (a) its Global Tranche Applicable Percentage of the aggregate

principal amount of all Swingline Loans outstanding at such time (excluding, in the case of any Global

Tranche Revolving Lender that is a Swingline Lender, Swingline Loans made by it that are outstanding at

such time to the extent that the other Global Tranche Revolving Lenders shall not have funded their

participations in such Swingline Loans), adjusted to give effect to any reallocation under Section 2.22 of

the Swingline Exposure of Defaulting Lenders in effect at such time, and (b) in the case of any Global

Tranche Revolving Lender that is a Swingline Lender, the aggregate principal amount of all Swingline

Loans made by such Global Tranche Revolving Lender outstanding at such time, less the amount of

participations funded by the other Global Tranche Revolving Lenders in such Swingline Loans.

“Swingline Lender” means JPMorgan Chase Bank, N.A. (or any of its designated branch

offices or affiliates), in its capacity as the lender of Swingline Loans hereunder.

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

“Swingline Sublimit” means $30,000,000.

“Swiss Francs” or “CHF” means the lawful currency of Switzerland.

“Syndication Agent” means Bank of America, N.A., in its capacity as syndication agent

for the credit facilities evidenced by this Agreement.

“T2” means the real time gross settlement system operated by the Eurosystem, or any

successor system.

“TARGET Day” means any day on which T2 (or, if such payment system ceases to be

operative, such other payment system, if any, determined by the Administrative Agent to be a suitable

replacement) is open for the settlement of payments in euro.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions,

withholdings (including backup withholding), value added taxes, or any other goods and services, use or

sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any

interest, additions to tax or penalties applicable thereto.

“Term A-1 Lender” means, as of any date of determination, each Lender having a Term

A-1 Loan Commitment or that holds Term A-1 Loans.

“Term A-1 Loan Availability Period” means the period from and including the Effective

Date and ending on the Term A-1 Loan Commitment Expiration Date; provided that, if the Company

delivers a Julius Acquisition Termination Notice, then the Company may, by written notice to the

Administrative Agent (for distribution to the Lenders), extend the Term A-1 Loan Availability Period

(solely with respect to the Alternatively Funded Term A-1 Loans) to a date that is no later than the date

which is seven (7) days following the date on which the Julius Purchase Agreement terminated (or the

Company’s and its Affiliates’ obligations under the Julius Purchase Agreement to consummate the Julius

Acquisition terminated).

“Term A-1 Loan Commitment” means (a) with respect to any Term A-1 Lender, the

amount set forth on Schedule 2.01 opposite such Lender’s name under the heading “Term A-1 Loan

Commitment”, or in the Assignment and Assumption or other documentation or record (as such term is

defined in Section 9-102(a)(70) of the New York UCC) contemplated hereby pursuant to which such

Lender shall have assumed its Term A-1 Loan Commitment, as applicable, and giving effect to (i) any

reduction in such amount from time to time pursuant to Section 2.09 and (ii) any reduction or increase in

such amount from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 and

(b) as to all Term A-1 Lenders, the aggregate commitments of all Term A-1 Lenders to make Term A-1

Loans. After advancing the Term A-1 Loans, each reference to a Term A-1 Lender’s Term A-1 Loan

Commitment shall refer to that Term A-1 Lender’s Applicable Percentage of the Term A-1 Loans. The

initial aggregate amount of the Term A-1 Loan Commitments on the Effective Date is $200,000,000.

“Term A-1 Loan Commitment Expiration Date” means the date which is the earliest of (i)

the date that occurs five (5) business days after the “Long Stop Date”, as defined in the Julius Purchase

Agreement (as in effect on the Effective Date) as extended pursuant to Clause 7.8(a) of the Julius

Purchase Agreement (as in effect on the Effective Date), (ii) the closing of the Julius Acquisition with or

without the use of the Term A-1 Term Loans, the Term A-2 Term Loans and the Julius Closing Date

Revolving Loans, (iii) the termination of the Julius Purchase Agreement prior to closing of the Julius

Acquisition or the termination of the Company’s and its Affiliates’ obligations under the Julius Purchase

Agreement to consummate the Julius Acquisition, in accordance with the terms of the Julius Purchase

Agreement, and (iv) the date the Company delivers irrevocable written notice to the Administrative Agent

that the Company elects to terminate (x) the Term A-1 Loan Commitments (other than in respect of the

Alternatively Funded Term A-1 Loans), (y) the Term A-2 Loan Commitments and (z) its ability to

borrow the Julius Closing Date Revolving Loans.

“Term A-1 Loan Funding Date” has the meaning assigned to such term in Section

2.01(b).

“Term A-1 Loan Maturity Date” means with respect to any Term A-1 Lender, the later of

(i) September 16, 2029 and (ii) if the Term A-1 Loan Maturity Date is extended for such Term A-1

Lender pursuant to Section 2.23, such extended Term A-1 Loan Maturity Date as determined pursuant to

Section 2.23; provided, however, in each case, if such date is not a Business Day, the Term A-1 Loan

Maturity Date shall be the next preceding Business Day.

“Term A-1 Loans” means the term loans made by the Term A-1 Lenders to the Company

pursuant to Section 2.01(b).

“Term A-2 Lender” means, as of any date of determination, each Lender having a Term

A-2 Loan Commitment or that holds Term A-2 Loans.

“Term A-2 Loan Availability Period” means the period from and including the Effective

Date and ending on the Term A-2 Loan Commitment Expiration Date.

“Term A-2 Loan Commitment” means (a) with respect to any Term A-2 Lender, the

amount set forth on Schedule 2.01 opposite such Lender’s name under the heading “Term A-2 Loan

Commitment”, or in the Assignment and Assumption or other documentation or record (as such term is

defined in Section 9-102(a)(70) of the New York UCC) contemplated hereby pursuant to which such

Lender shall have assumed its Term A-2 Loan Commitment, as applicable, and after giving effect to

(i) any reduction in such amount from time to time pursuant to Section 2.09 and (ii) any reduction or

increase in such amount from time to time pursuant to assignments by or to such Lender pursuant to

Section 9.04 and (b) as to all Term A-2 Lenders, the aggregate commitments of all Term A-2 Lenders to

make Term A-2 Loans. After funding the Term A-2 Loans, each reference to a Term A-2 Lender’s Term

A-2 Loan Commitment shall refer to that Term A-2 Lender’s Applicable Percentage of the Term A-2

Loans. The initial aggregate amount of the Term A-2 Loan Commitments of all Term A-2 Lenders on the

Effective Date is €100,000,000.

“Term A-2 Loan Commitment Expiration Date” means the date which is the earliest of (i)

the date that occurs five (5) business days after the “Long Stop Date”, as defined in the Julius Purchase

Agreement (as in effect on the Effective Date) as extended pursuant to Clause 7.8(a) of the Julius

Purchase Agreement (as in effect on the Effective Date), (ii) the closing of the Julius Acquisition with or

without the use of the Term A-1 Term Loans, the Term A-2 Term Loans and the Julius Closing Date

Revolving Loans, (iii) the termination of the Julius Purchase Agreement prior to closing of the Julius

Acquisition or the termination of the Company’s and its Affiliates’ obligations under the Julius Purchase

Agreement to consummate the Julius Acquisition, in accordance with the terms of the Julius Purchase

Agreement and (iv) the date the Company delivers irrevocable written notice to the Administrative Agent

that the Company elects to terminate (x) the Term A-1 Loan Commitments (other than in respect of the

Alternatively Funded Term A-1 Loans), (y) the Term A-2 Loan Commitments and (z) its ability to

borrow the Julius Closing Date Revolving Loans.

“Term A-2 Loan Maturity Date” means with respect to any Term A-2 Lender, the later of

(i) September 16, 2029 and (ii) if the Term A-2 Loan Maturity Date is extended for such Term A-2

Lender pursuant to Section 2.23, such extended Term A-2 Loan Maturity Date as determined pursuant to

Section 2.23; provided, however, in each case, if such date is not a Business Day, the Term A-2 Loan

Maturity Date shall be the next preceding Business Day.

“Term A-2 Loans” means the term loans made by the Term A-2 Lenders to the Company

pursuant to Section 2.01(c).

“Term Benchmark”, when used in reference to any Loan or Borrowing, means that such

Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the

Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the Adjusted CIBO Rate or the Adjusted Term

CORRA Rate.

“Term CORRA” means, for any calculation with respect to any Term Benchmark

Borrowing denominated in Canadian Dollars, the Term CORRA Reference Rate for a tenor comparable

to the applicable Interest Period on the day (such day, the “Periodic Term CORRA Determination Day”)

that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the

Term CORRA Administrator; provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic

Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not

been published by the Term CORRA Administrator and a Benchmark Replacement Date with respect to

the Term CORRA Reference Rate has not occurred, then Term CORRA will be the Term CORRA

Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding

Business Day for which such Term CORRA Reference Rate for such tenor was published by the Term

CORRA Administrator so long as such first preceding Business Day is not more than five (5) Business

Days prior to such Periodic Term CORRA Determination Day.

“Term CORRA Administrator” means Candeal Benchmark Administration Services Inc.,

TSX Inc., or any successor administrator.

“Term CORRA Notice” means a notification by the Administrative Agent to the Lenders

and the Company of the occurrence of a Term CORRA Reelection Event.

“Term CORRA Reelection Event” means the determination by the Administrative Agent

that (a) Term CORRA has been recommended for use by the Relevant Governmental Body, (b) the

administration of Term CORRA is administratively feasible for the Administrative Agent and (c) a

Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in

accordance with Section 2.14(b) that is not Term CORRA.

“Term CORRA Reference Rate” means the forward-looking term rate based on CORRA.

“Term Lender” means a Term A-1 Lender or a Term A-2 Lender or both, as the context

requires, and “Term Lenders” means the Term A-1 Lenders and the Term A-2 Lenders collectively.

“Term Loan Commitment” means the Term A-1 Loan Commitment of a Lender or the

Term A-2 Loan Commitment of a Lender, or both, as the context requires, and “Term Loan

Commitments” means the Term A-1 Loan Commitments and the Term A-2 Loan Commitments

collectively.

“Term Loans” means the Term A-1 Loans and the Term A-2 Loans collectively.

“Term SOFR Determination Day” has the meaning assigned to it under the definition of

Term SOFR Reference Rate.

“Term SOFR Rate” means, with respect to any Term Benchmark Borrowing

denominated in Dollars and for any tenor comparable to the applicable Interest Period, the Term SOFR

Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business

Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate

is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR

Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for

any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term

SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based

on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term

SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR

Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred,

then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR

Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as

published in respect of the first preceding U.S. Government Securities Business Day for which such Term

SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first

preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities

Business Days prior to such Term SOFR Determination Day.

“Test Period” means, as of any date, the period of four consecutive fiscal quarters then

most recently ended for which financial statements under Section 5.01(a) or Section 5.01 (b), as

applicable, have been delivered (or are required to have been delivered) (or, if prior to the date of the

delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent

financial statements referred to in Section 3.04(a)).

“Total Net Leverage Ratio” means the ratio, as of any date of determination, of (a)(x)

Consolidated Total Indebtedness minus (y) Liquidity as of the last day of the most recently ended Test

Period to (b) Consolidated EBITDA for the Test Period then most recently ended, in each case of the

Company and its Restricted Subsidiaries on a consolidated basis.

“Total Revolving Credit Exposure” means, at any time, the sum of (a) the outstanding

principal amount of the Revolving Loans and Swingline Loans at such time and (b) the total LC Exposure

at such time.

“Tranche” means a category of Revolving Commitments and extensions of credit

hereunder. For purposes hereof, each of the following comprises a separate Tranche: (a) Global Tranche

Revolving Commitments, Global Tranche Revolving Loans, Letters of Credit and Swingline Loans (the

“Global Tranche”) and (b) Danish Tranche Revolving Commitments and Danish Tranche Revolving

Loans (the “Danish Tranche”).

“Transactions” means the execution, delivery and performance by the Loan Parties of this

Agreement and the other Loan Documents, the borrowing of Loans and other credit extensions, the use of

the proceeds thereof and the issuance of Letters of Credit hereunder.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of

interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the

Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the Adjusted CIBO Rate, the Adjusted Term

CORRA Rate, the Adjusted Daily Simple RFR, the Alternate Base Rate, the Canadian Prime Rate, Daily

Simple ESTR or the Central Bank Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State

of New York or any other state the laws of which are required to be applied in connection with the issue

of perfection of security interests.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under

the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential

Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from

time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain

credit institutions and investment firms, and certain affiliates of such credit institutions or investment

firms.

“UK Resolution Authority” means the Bank of England or any other public

administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement

excluding the related Benchmark Replacement Adjustment.

“Unfunded Commitment” means, (x) with respect to each Revolving Lender, the

Revolving Commitments of such Lender less its Revolving Credit Exposure, (y) each Term A-1 Lender,

the Term A-1 Loan Commitment of such Term A-1 Lender (which, for the avoidance of doubt, shall be

zero upon the earlier of the last day of the Term A-1 Loan Availability Period and the date on which the

Term A-1 Loans are funded) and (z) each Term A-2 Lender, the Term A-2 Loan Commitment of such

Term A-2 Lender (which, for the avoidance of doubt, shall be zero upon the earlier of the last day of the

Term A-2 Loan Availability Period and the date on which the Term A-2 Loans are funded).

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

“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion

thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that

is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it;

(ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an

obligation to provide collateral to secure any of the foregoing types of obligations.

“Unrestricted Subsidiary” means any (a) subsidiary of the Company that is listed on

Schedule 5.11 hereto or designated by the Company as an Unrestricted Subsidiary after the Effective Date

pursuant to Section 5.11 and (b) any subsidiary of any Person described in clause (a) above.

Notwithstanding the foregoing, it is acknowledged and agreed that no Borrower shall at any time be an

Unrestricted Subsidiary under this Agreement.

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii)

a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends

that the fixed income departments of its members be closed for the entire day for purposes of trading in

United States government securities.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30)

of the Code.

“U.S. Special Resolution Regime” has the meaning assigned to it in Section 9.19.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in

Section 2.17(f)(ii)(B)(3).

“Wholly-Owned Restricted Subsidiary” means any Restricted Subsidiary one hundred

percent (100%) of the outstanding Equity Interests of which (other than (x) directors’ qualifying shares

and (y) shares of capital stock of Foreign Subsidiaries issued to foreign nationals as required by

applicable law) is at the time owned by the Company or by one or more wholly owned Subsidiaries of the

Company.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete

or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of

Title IV of ERISA.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution

Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time

under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion

powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,

any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify

or change the form of a liability of any UK Financial Institution or any contract or instrument under

which that liability arises, to convert all or part of that liability into shares, securities or obligations of that

person or any other person, to provide that any such contract or instrument is to have effect as if a right

had been exercised under it or to suspend any obligation in respect of that liability or any of the powers

under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02.Classification of Loans and Borrowings. For purposes of this

Agreement, Loans may be classified and referred to by Class (e.g., a “Global Tranche Revolving Loan”)

or by Type (e.g., a “Term Benchmark Loan” or an “RFR Loan”) or by Class and Type (e.g., a “Global

Tranche Term Benchmark Revolving Loan” or a “Global Tranche RFR Revolving Loan”). Borrowings

also may be classified and referred to by Class (e.g., a “Global Tranche Revolving Borrowing”) or by

Type (e.g., a “Term Benchmark Borrowing” or an “RFR Borrowing”) or by Class and Type (e.g., a

“Global Tranche Term Benchmark Revolving Borrowing” or a “Global Tranche RFR Revolving

Borrowing”).

SECTION 1.03.Terms Generally. The definitions of terms herein shall apply equally

to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun

shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes”

and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall

be construed to have the same meaning and effect as the word “shall”. The word “law” shall be construed

as referring to all statutes, rules, regulations, codes and other laws (including official rulings and

interpretations thereunder having the force of law or with which affected Persons customarily comply),

and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires

otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall

be construed as referring to such agreement, instrument or other document as from time to time amended,

restated, supplemented or otherwise modified (subject to any restrictions on such amendments,

restatements, supplements or modifications set forth herein), (b) any definition of or reference to any law,

statute, rule or regulation shall, unless otherwise specified, be construed as referring thereto as from time

to time amended, supplemented or otherwise modified (including by succession of comparable successor

laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and

assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental

Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof,

(d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer

to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to

Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and

Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property” shall be construed to

have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,

including cash, securities, accounts and contract rights.

SECTION 1.04.Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as

otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in

accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the

Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the

effect of any change occurring after the date hereof in GAAP or in the application thereof on the

operation of such provision (or if the Administrative Agent notifies the Company that the Required

Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such

notice is given before or after such change in GAAP or in the application thereof, then such provision

shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall

have become effective until such notice shall have been withdrawn or such provision amended in

accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or

financial nature used herein shall be construed, and all computations of amounts and ratios referred to

herein shall be made, without giving effect to (i) any election under Financial Accounting Standards

Board Accounting Standards Codification 825 (or any other Accounting Standards Codification or

Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other

liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of

Indebtedness under Accounting Standards Codification 470-20, Debt with Conversion and Other Options

or 2015-03, Interest-Imputation of Interest (Subtopic 835-30) (or any other Accounting Standards

Codification or Financial Accounting Standard having a similar result or effect) to value any such

Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all

times be valued at the full stated principal amount thereof. Notwithstanding anything to the contrary

contained in this Section 1.04(a) or in the definition of “Capital Lease Obligations,” any change in

accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards

Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would

require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such

lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on

December 31, 2015, such lease shall not be considered a capital lease, and all calculations and

deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable,

in accordance therewith.

(b) All pro forma computations required to be made hereunder giving effect to the Julius

Acquisition, any Permitted Acquisition, any investment permitted under this Agreement or disposition, or

issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated

giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to

determine whether such acquisition, investment or disposition, or issuance, incurrence or assumption of

Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such

transaction consummated since the first day of the period covered by any component of such pro forma

computation and on or prior to the date of such computation) as if such transaction had occurred on the

first day of the applicable Test Period, and, to the extent applicable, to the historical earnings and cash

flows associated with the assets acquired or disposed of and any related incurrence or reduction of

Indebtedness and any related cost savings, operating expense reductions and cost synergies, all in

accordance with (and in the case of cost savings, operating expense reductions and cost synergies, subject

to the limitations in clause (c)(viii) of the definition of “Consolidated EBITDA” and to the extent

permitted by) Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floating

rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as

if the rate in effect on the date of determination had been the applicable rate for the entire period (taking

into account any Swap Agreement applicable to such Indebtedness).

SECTION 1.05.Interest Rates; Benchmark Notification. The interest rate on a Loan

denominated in Dollars or a Foreign Currency may be derived from an interest rate benchmark that may

be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence

of a Benchmark Transition Event or a Term CORRA Reelection Event, Section 2.14(b) provides a

mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or

accept any responsibility for, and shall not have any liability with respect to, the administration,

submission, performance or any other matter related to any interest rate used in this Agreement, or with

respect to any alternative or successor rate thereto, or replacement rate thereof, including without

limitation, whether the composition or characteristics of any such alternative, successor or replacement

reference rate will be similar to, or produce the same value or economic equivalence of, the existing

interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to

its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related

entities may engage in transactions that affect the calculation of any interest rate used in this Agreement

or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any

relevant adjustments thereto, in each case, in a manner adverse to the Company. The Administrative

Agent may select information sources or services in its reasonable discretion to ascertain any interest rate

used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case

pursuant to the terms of this Agreement, and shall have no liability to the Company, any Lender or any

other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or

consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at

law or in equity), for any error or calculation of any such rate (or component thereof) provided by any

such information source or service.

SECTION 1.06.Status of Obligations. In the event that the Company or any other

Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness, the Company shall

take or cause such other Loan Party to take all such actions as shall be necessary to cause the Secured

Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated

Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise any payment

blockage or other remedies available or potentially available to holders of senior indebtedness under the

terms of such Subordinated Indebtedness. Without limiting the foregoing, the Secured Obligations are

hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar

import under and in respect of any indenture or other agreement or instrument under which such

Subordinated Indebtedness is outstanding and are further given all such other designations as shall be

required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and

exercise any payment blockage or other remedies available or potentially available to holders of senior

indebtedness under the terms of such Subordinated Indebtedness.

SECTION 1.07.Letter of Credit Amounts. Unless otherwise specified herein, the

amount of a Letter of Credit at any time shall be deemed to be the Dollar Amount of the stated amount of

such Letter of Credit available to be drawn at such time; provided that, with respect to any Letter of

Credit that, by its terms, provides for one or more automatic increases in the available amount thereof, the

amount of such Letter of Credit shall be deemed to be the Dollar Amount of the maximum amount of

such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is

available to be drawn at such time.

SECTION 1.08.Divisions. For all purposes under the Loan Documents, in connection

with any division or plan of division under Delaware law (or any comparable event under a different

jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right,

obligation or liability of a different Person, then it shall be deemed to have been transferred from the

original Person to the subsequent Person, and (b) if any new Person comes into existence, such new

Person shall be deemed to have been organized and acquired on the first date of its existence by the

holders of its Equity Interests at such time.

SECTION 1.09.Exchange Rates; Currency Equivalents.

(a)The Administrative Agent or the Issuing Bank, as applicable, shall determine the

Dollar Amount of Term Benchmark Borrowings, RFR Borrowings or Letters of Credit denominated in

Foreign Currencies. Such Dollar Amount shall become effective as of such Computation Date and shall

be the Dollar Amount of such amounts until the next Computation Date to occur. Except for purposes of

financial statements delivered by the Company hereunder or calculating financial covenants hereunder or

except as otherwise provided herein, the applicable amount of any Agreed Currency (other than Dollars)

for purposes of the Loan Documents shall be such Dollar Amount as so determined by the Administrative

Agent or the Issuing Bank, as applicable.

(b)Wherever in this Agreement in connection with a Borrowing, conversion,

continuation or prepayment of a Term Benchmark Loan or an RFR Loan or the issuance, amendment or

extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed

in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in a Foreign Currency, such

amount shall be the Dollar Amount of such amount (rounded to the nearest unit of such Foreign Currency,

with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Issuing Bank,

as the case may be.

SECTION 1.10.Limited Condition Acquisitions. As it relates to any action being taken

solely or primarily in connection with a Limited Condition Acquisition, for purposes of:

(a)determining compliance with any provision of this Agreement which requires the

calculation of any financial ratio or financial test (other than actual (and not pro forma) compliance with

Section 6.13 or in the case of any determination under Section 4.02 with respect to obligation of each

Revolving Lender to make a Revolving Loan or Swingline Loan on the occasion of any Borrowing, or of

the Issuing Banks to issue, amend or extend any Letter of Credit);

(b)testing availability under baskets set forth in this Agreement (including baskets

determined by reference to Consolidated EBITDA) or;

(c)testing whether a Default or Event of Default has occurred or would result

therefrom (other than for any determination under Section 4.02 with respect to obligation of each

Revolving Lender to make a Revolving Loan or Swingline Loan on the occasion of any Borrowing, or of

the Issuing Banks to issue, amend or extend any Letter of Credit),

in each case, at the option of the Company (the Company’s election to exercise such option in connection

with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any

such action is permitted hereunder, any such provision is complied with, any such tested availability is

sufficient, and any such Default or Event of Default exists, in each case, shall be deemed to be the date

the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”),

and if, after giving effect to the Limited Condition Acquisition on a pro forma basis (and the other

transactions to be entered into in connection therewith, including any incurrence of Indebtedness and the

use of proceeds thereof, as if they had occurred on the first day of the most recently ended Test Period

prior to the LCA Test Date), the Company or the applicable Subsidiary would have been permitted to take

such action on the relevant LCA Test Date in compliance with such provision, ratio, test or basket, such

provision, ratio, test or basket shall be deemed to have been complied with or if no such Default or Event

of Default shall exist on such LCA Test Date, then such condition shall be deemed satisfied on the date of

consummation of such Limited Condition Acquisition; provided, that, if financial statements for one or

more subsequent fiscal periods shall have become available, the Company may elect, in its sole

discretion, to redetermine all such ratios, tests or baskets on the basis of such financial statements, in

which case, such date of redetermination shall thereafter be deemed to be the applicable LCA Test Date.

For the avoidance of doubt, if the Company has made an LCA Election and any of the provisions, ratios,

tests or baskets for which compliance was determined or tested as of the LCA Test Date would have

failed to have been complied with as a result of fluctuations in any such provision, ratio, test or basket,

including due to fluctuations in Consolidated EBITDA of the Company or the Person subject to such

Limited Condition Acquisition or at or prior to the consummation of the relevant transaction or any

Default or Event of Default has occurred and is continuing on the date of such Limited Condition

Acquisition, such provisions, baskets, tests or ratios or requirement will not be deemed to have failed to

have been complied with as a result of such circumstance; however, if any provisions or ratios improve or

baskets increase as a result of such fluctuations, such improved provisions, ratios or baskets may be

utilized. If the Company has made an LCA Election for any Limited Condition Acquisition, then in

connection with any calculation of any ratio, test or basket availability with respect to any transaction

permitted hereunder (each, a “Subsequent Transaction”) following the relevant LCA Test Date and prior

to the earliest of the date on which such Limited Condition Acquisition is consummated, the date that the

definitive agreement for such Limited Condition Acquisition is terminated or expires without

consummation of such Limited Condition Acquisition, for purposes of determining whether such

Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required

to be satisfied on a pro forma basis (i) assuming such Limited Condition Acquisition and other

transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds

thereof) have been consummated and (ii) solely in the case of a Subsequent Transaction constituting a

Restricted Payment, assuming such Limited Condition Acquisition and other transactions in connection

therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been

consummated.

SECTION 1.11.Danish Terms.

(a)In this Agreement, where it relates to any Danish Borrower or any subsidiary of a

Loan Party incorporated or organized in Denmark, a reference to (i) bankruptcy, insolvency, receivership,

liquidation, relief of debtors, reorganization or similar shall include, without limitation, “rekonstruktion”

and “konkurs” under Danish law, (ii) a receiver, custodian, conservator, trustee, administrator, liquidator,

sequestrator, assignee for the benefit of creditors or similar shall include, without limitation, a

“rekonstruktør” and a “kurator” under Danish law, (iii) an attachment, decree or similar shall include,

without limitation, a “udlæg” under Danish law, (iv) a merger, consolidation, amalgamation or similar

shall include, without limitation, a “fusion” under Danish law and (v) a dissolution or similar shall

include, without limitation, a “spaltning” under Danish law.

(b)If any party to this Agreement or any other Loan Document that is incorporated

in Denmark (the “Danish Obligated Party”) is required to hold an amount on trust on behalf of another

party (the “Beneficiary”), the Danish Obligated Party shall hold such money as agent for the Beneficiary

on a separate account and shall promptly pay or transfer the same to the Beneficiary or as the Beneficiary

may direct.

ARTICLE II

The Credits

SECTION 2.01.Commitments.

(a)Subject to the terms and conditions set forth herein:

(i)each Global Tranche Revolving Lender (severally and not jointly) agrees to make

Global Tranche Revolving Loans to the Global Borrowers in Agreed Global Tranche Currencies

from time to time during the Global Tranche Revolving Credit Availability Period in an aggregate

principal amount that will not result (after giving effect to any application of proceeds of such

Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) in, subject to

Sections 2.04 and 2.11(b), (A) the Dollar Amount of such Lender’s Global Tranche Revolving

Credit Exposure exceeding such Lender’s Global Tranche Revolving Commitment, (B) the Dollar

Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving

Commitments, (C) the Dollar Amount of the total Global Tranche Revolving Credit Exposures

exceeding the aggregate Global Tranche Revolving Commitments or (D) the Dollar Amount of

the Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments, by

making immediately available funds available to the Administrative Agent’s designated account,

not later than the time specified by the Administrative Agent. Within the foregoing limits and

subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and

reborrow Global Tranche Revolving Loans; and

(ii)each Danish Tranche Revolving Lender (severally and not jointly) agrees to

make Danish Tranche Revolving Loans to the Danish Borrowers in Agreed Danish Currencies

from time to time during the Danish Tranche Revolving Credit Availability Period in an

aggregate principal amount that will not result in, subject to Sections 2.04 and 2.11(b), (A) the

Dollar Amount of such Lender’s Danish Tranche Revolving Credit Exposure exceeding such

Lender’s Danish Tranche Revolving Commitment, (B) the Dollar Amount of such Lender’s

Revolving Credit Exposure exceeding such Lender’s Revolving Commitments, (C) the Dollar

Amount of the total Danish Tranche Revolving Credit Exposures exceeding the aggregate Danish

Tranche Revolving Commitments or (D) the Dollar Amount of the Total Revolving Credit

Exposure exceeding the aggregate Revolving Commitments, by making immediately available

funds available to the Administrative Agent’s designated account, not later than the time specified

by the Administrative Agent. Within the foregoing limits and subject to the terms and conditions

set forth herein, the Borrowers may borrow, prepay and reborrow Danish Tranche Revolving

Loans.

(b)Subject to the terms and conditions set forth herein, each Term A-1 Lender with a

Term A-1 Loan Commitment (severally and not jointly) agrees to make a Term A-1 Loan to the Company

in Dollars in a single drawing during the Term A-1 Loan Availability Period, in an amount not to exceed

such Lender’s Term A-1 Loan Commitment (as such Term A-1 Loan Commitment has been reduced

pursuant to Section 2.09(a)(i)(x), if applicable) on the date the conditions for funding such Term A-1

Loan have been satisfied in accordance with Section 4.03 (subject to the last paragraph thereof) (such

date, the “Term A-1 Loan Funding Date”), by making immediately available funds available to the

Administrative Agent’s designated account (or any other account as may be specified by the

Administrative Agent), not later than the time specified by the Administrative Agent. Amounts repaid or

prepaid in respect of Term A-1 Loans may not be reborrowed.

(c)Subject only to the satisfaction of the conditions set forth in Section 4.03 (subject

to the last paragraph thereof), each Term A-2 Lender with a Term A-2 Loan Commitment (severally and

not jointly) agrees to make a Term A-2 Loan to the Company in euro in a single drawing during the Term

A-2 Loan Availability Period, in an amount not to exceed such Lender’s Term A-2 Loan Commitment on

the Julius Funding Date, by making immediately available funds available to the Administrative Agent’s

designated account (or any other account as may be specified by the Administrative Agent), not later than

the time specified by the Administrative Agent on the Julius Funding Date. Amounts repaid or prepaid in

respect of Term A-2 Loans may not be reborrowed.

SECTION 2.02.Loans and Borrowings. (a) Each Loan (other than a Swingline Loan)

shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the

applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. The

failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its

obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be

responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall be made

in accordance with the procedures set forth in Section 2.05. The Term Loans shall amortize as set forth in

Section 2.10.

(b)Subject to Section 2.14, each Revolving Borrowing and Term Loan Borrowing

shall be comprised (i) in the case of Borrowings in Dollars, entirely of ABR Loans or Term Benchmark

Loans and (ii) in the case of Borrowings in any other Agreed Currency, entirely of Term Benchmark

Loans or RFR Loans, as applicable, in each case of the same Agreed Currency, as the applicable

Borrower may request in accordance herewith; provided that each ABR Loan shall only be made in

Dollars. Each Swingline Loan shall be (x) an ABR Loan in the case of a Swingline Loan denominated in

Dollars or (y) an RFR Loan in the case of a Swingline Loan denominated in euro. Each Lender at its

option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to

make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall

apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option

shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms

of this Agreement.

(c)At the commencement of each Interest Period for any Term Benchmark

Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the

Dollar Amount of $250,000 and not less than the Dollar Amount of $1,000,000. At the time that each

ABR Revolving Borrowing or RFR Revolving Borrowing is made, such Borrowing shall be in an

aggregate amount that is an integral multiple of the Dollar Amount of $500,000 and not less than the

Dollar Amount of $1,000,000; provided that an ABR Revolving Borrowing may be in an aggregate

amount that is equal to the entire unused balance of the aggregate Global Tranche Revolving

Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by

Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and

not less than $500,000. Borrowings of more than one Type and Class may be outstanding at the same

time; provided that there shall not at any time be more than a total of seventeen (17) Term Benchmark

Borrowings or RFR Borrowings outstanding.

(d)Notwithstanding any other provision of this Agreement, no Borrower shall be

entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with

respect thereto would end after the Applicable Maturity Date.

SECTION 2.03.Requests for Borrowings. To request a Borrowing, the applicable

Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of

such request (a) by irrevocable written notice (via a written Borrowing Request signed by a Responsible

Officer of the applicable Borrower, or the Company on behalf of the applicable Borrower) (i) in the case

of a Term Benchmark Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time,

three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing, (ii) in the

case of a Term Benchmark Borrowing denominated in euro, Danish Kroner or Canadian Dollars, not later

than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing,

(iii) in the case of an RFR Borrowing denominated in Pounds Sterling, not later than 11:00 a.m., New

York City time, five (5) RFR Business Days before the date of the proposed Borrowing and (iv) in the

case of an RFR Borrowing denominated in Swiss Francs, not later than 11:00 a.m., New York City time,

five (5) RFR Business Days before the date of the proposed Borrowing or (b) by irrevocable written

notice (via a written Borrowing Request signed by a Responsible Officer of the applicable Borrower, or

of the Company on behalf of the applicable Borrower) in the case of an ABR Borrowing, not later than

11:00 a.m., New York City time, on the date of the proposed Borrowing; provided that, if such Borrowing

Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be

waived at the sole discretion of the Administrative Agent. Each such Borrowing Request shall specify the

following information in compliance with Section 2.02:

(i)the name of the applicable Borrower;

(ii)the Agreed Currency and the aggregate principal amount of the requested

Borrowing;

(iii)the date of such Borrowing, which shall be a Business Day;

(iv)whether such Borrowing is to be an ABR Borrowing, a Term Benchmark

Borrowing or an RFR Borrowing and whether such Borrowing is a Global Tranche Revolving

Borrowing, a Danish Tranche Revolving Borrowing, a Term A-1 Loan Borrowing or a Term A-2

Loan Borrowing;

(v)in the case of a Term Benchmark Borrowing, the initial Interest Period to be

applicable thereto, which shall be a period contemplated by the definition of the term “Interest

Period”; and

(vi)the location and number of the applicable Borrower’s account to which funds are

to be disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the currency of a Borrowing is specified, then the requested Borrowing shall be made

in Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be

an ABR Borrowing made in Dollars. If no election as to the Class of Revolving Borrowing is specified,

then the requested Revolving Borrowing shall be a Global Tranche Revolving Borrowing. If no Interest

Period is specified with respect to any requested Term Benchmark Borrowing, then the applicable

Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly

following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall

advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of

the requested Borrowing.

Notwithstanding the foregoing, in no event shall any Borrower be permitted to request pursuant to this

Section 2.03 (i) a CBR Loan, (ii) any Revolving Loan bearing interest at Daily Simple ESTR or (iii) prior

to a Benchmark Transition Event and Benchmark Replacement Date with respect to (x) the Term SOFR

Rate, an RFR Loan bearing interest based on Daily Simple SOFR or (y) Term CORRA, an RFR Loan

bearing interest based on Daily Simple CORRA (it being understood and agreed that (A) a Central Bank

Rate, the Canadian Prime Rate, Daily Simple SOFR and Daily Simple CORRA shall only apply to the

extent provided in Sections 2.08(e) (solely with respect to the Central Bank Rate and the Canadian Prime

Rate), 2.14(a) and 2.14(f), as applicable and (ii) Daily Simple ESTR shall only apply to the extent

provided in Section 2.05).

SECTION 2.04.Determination of Dollar Amounts. The Administrative Agent will

determine the Dollar Amount of:

(a)any Loan denominated in a Foreign Currency, on each of the following: (i) the

date of the Borrowing of such Loan and (ii)(A) with respect to any Term Benchmark Loan, each date of a

conversion or continuation of such Loan pursuant to the terms of this Agreement and (B) with respect to

any RFR Loan, each date that is on the numerically corresponding day in each calendar month that is one

month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such

month, then the last day of such month),

(b)any Letter of Credit denominated in a Foreign Currency, on each of the

following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar

month and (iii) the date of any amendment of such Letter of Credit that has the effect of increasing the

face amount thereof, and

(c)any Credit Event, on any additional date as the Administrative Agent may

determine at any time when an Event of Default exists.

Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the

preceding clauses (a), (b) and (c) is herein described as a “Computation Date” with respect to each Credit

Event for which a Dollar Amount is determined on or as of such day.

SECTION 2.05.Swingline Loans. (a) Subject to the terms and conditions set forth

herein, the Swingline Lender may agree, but shall have no obligation, to make Swingline Loans in Dollars

or euro to the Company from time to time during the Global Tranche Revolving Credit Availability

Period, in an aggregate principal Dollar Amount at any time outstanding that will not result in (i) the

aggregate principal Dollar Amount of outstanding Swingline Loans exceeding the Swingline Sublimit, (ii)

the aggregate principal Dollar Amount of outstanding Swingline Loans denominated in euro exceeding

$10,000,000, (iii) the Swingline Lender’s (x) Global Tranche Revolving Credit Exposure exceeding its

Global Tranche Revolving Commitment or (y) Revolving Credit Exposure exceeding its Revolving

Commitments or (iv) the Dollar Amount of the Total Revolving Credit Exposure exceeding the aggregate

Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline

Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms

and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans.

(b)To request a Swingline Loan, the Company shall notify the Administrative Agent

of such request by irrevocable written notice (via a written Borrowing Request in a form approved by the

Administrative Agent and signed by a Responsible Officer of the Company or by transmission by

electronic communication including an Approved Borrower Portal, if arrangements for such transmission

have been approved by the Administrative Agent), not later than (i) 2:00 p.m., New York City time, in

respect of a request for a Swingline Loan denominated in Dollars and (ii) 9:15 a.m., New York City time,

in respect of a request for a Swingline Loan denominated in euro, in each case on the day of a proposed

Swingline Loan. Each such notice shall be in a form approved by the Administrative Agent, shall be

irrevocable and shall specify the requested date (which shall be a Business Day), applicable currency,

Type and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the

Swingline Lender of any such notice received from the Company. The Swingline Lender shall make each

Swingline Loan available to the Company by means of a credit to an account of the Company with the

Administrative Agent designated for such purpose (or, in the case of a Swingline Loan made to finance

the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the Issuing

Bank) (i) by 3:00 p.m., New York City time, in respect of a Swingline Loan denominated in Dollars and

(ii) by 11:45 a.m., New York City time, in respect of a Swingline Loan denominated in euro, in each case

on the requested date of such Swingline Loan.

(c)The Swingline Lender may, by written notice given to the Administrative Agent

(i) in respect of a Swingline Loan denominated in Dollars, on any Business Day and (ii) in respect of a

Swingline Loan denominated in euro, three (3) Business Days prior to the date of the proposed

acquisition of participations, require the Global Tranche Revolving Lenders to acquire participations in all

or a portion of the Swingline Loans outstanding in the applicable Agreed Currency of such Swingline

Loan or Loans. Such notice shall specify the aggregate amount and the applicable Agreed Currency of

Swingline Loan or Loans in which Global Tranche Revolving Lenders will participate. Promptly upon

receipt of such notice, the Administrative Agent will give notice thereof to each Global Tranche

Revolving Lender, specifying in such notice such Lender’s Global Tranche Applicable Percentage of such

Swingline Loan or Loans. Each Global Tranche Revolving Lender hereby absolutely and unconditionally

agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such

notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New

York City time, on such Business Day and if received after 12:00 noon, New York City time, on a

Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business

Day), to pay in the applicable Agreed Currency to the Administrative Agent, for the account of the

Swingline Lender, such Lender’s Global Tranche Applicable Percentage of such Swingline Loan or

Loans. Each Global Tranche Revolving Lender acknowledges and agrees that its obligation to acquire

participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not

be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or

reduction or termination of the Commitments, and that each such payment shall be made without any

offset, abatement, withholding or reduction whatsoever. Each Global Tranche Revolving Lender shall

comply with its obligation under this paragraph by wire transfer of immediately available funds, in the

same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07

shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent

shall promptly pay to the Swingline Lender the amounts so received by it from the Global Tranche

Revolving Lenders. The Administrative Agent shall notify the Company of any participations in any

Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline

Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received

by the Swingline Lender from the Company (or other party on behalf of the Company) in respect of a

Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein

shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative

Agent shall be promptly remitted by the Administrative Agent to the Global Tranche Revolving Lenders

that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their

interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender

or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded

to the Company for any reason. The purchase of participations in a Swingline Loan pursuant to this

paragraph shall not relieve the Company of any default in the payment thereof.

(d)The Swingline Lender may be replaced at any time by written agreement among

the Company, the Administrative Agent, the replaced Swingline Lender and the successor Swingline

Lender. The Administrative Agent shall notify the Global Tranche Revolving Lenders of any such

replacement of the Swingline Lender. At the time any such replacement shall become effective, the

Company shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant

to Section 2.13(a). From and after the effective date of any such replacement, (i) the successor Swingline

Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement

with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender”

shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and

all previous Swingline Lenders, as the context shall require. After the replacement of a Swingline Lender

hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the

rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made

by it prior to its replacement, but shall not be required to make additional Swingline Loans.

(e)Subject to the appointment and acceptance of a successor Swingline Lender, the

Swingline Lender may resign as a Swingline Lender at any time upon thirty (30) days’ prior written

notice to the Administrative Agent, the Company and the Global Tranche Revolving Lenders, in which

case, such Swingline Lender shall be replaced in accordance with Section 2.05(d) above.

SECTION 2.06.Letters of Credit. (a) General. Subject to the terms and conditions set

forth herein, the Company may request the Issuing Bank to issue Letters of Credit denominated in Agreed

Currencies as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form

reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to

time during the Global Tranche Revolving Credit Availability Period; provided that there shall not at any

time be more than a total of twenty (20) Letters of Credit outstanding.

(b)Notice of Issuance, Amendment, Extension; Certain Conditions. To request the

issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit), the

Company shall hand deliver or telecopy (or transmit by electronic communication, including an Approved

Borrower Portal, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing

Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment

or extension, but in any event no less than three (3) Business Days) a written notice requesting the

issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and

specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on

which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the

amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the

beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such

Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, the Company shall have

entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of

credit and/or shall submit a letter of credit application, in each case, as required by the Issuing Bank and

using the Issuing Bank’s standard form (each, a “Letter of Credit Agreement”). In the event of any

conflict between the terms and conditions of this Agreement and the terms and conditions of any Letter of

Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be

issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit

the Company shall be deemed to represent and warrant that), after giving effect to such issuance,

amendment or extension subject to Sections 2.04 and 2.11(b), (i) the Dollar Amount of the LC Exposure

shall not exceed $25,000,000, (ii) the Dollar Amount of each Global Tranche Revolving Lender’s Global

Tranche Revolving Credit Exposure shall not exceed such Global Tranche Revolving Lender’s Global

Tranche Revolving Commitment, (iii) the Dollar Amount of the Total Revolving Credit Exposure shall

not exceed the aggregate Revolving Commitments, (iv) the Dollar Amount of each Revolving Lender’s

Revolving Credit Exposure shall not exceed such Lender’s Revolving Commitments and (v) the Dollar

Amount of the aggregate face amount of all Letters of Credit issued and then outstanding by any Issuing

Bank shall not exceed such Issuing Bank’s Applicable LC Sublimit.

The Issuing Bank shall not be under any obligation to issue, amend or extend any Letter

of Credit if:

(i)any order, judgment or decree of any Governmental Authority or

arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing, amending

or extending such Letter of Credit, or request that such Issuing Bank refrain from issuing,

amending or extending such Letter of Credit, or any law applicable to the Issuing Bank shall

prohibit, the issuance, amendment or extension of letters of credit generally or such Letter of

Credit in particular, or any such order, judgment or decree, or law shall impose upon the Issuing

Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity

requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on

the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense

that was not applicable on the Effective Date and that the Issuing Bank in good faith deems

material to it; or

(ii)the issuance, amendment or extension of such Letter of Credit would

violate one or more policies of the Issuing Bank applicable to letters of credit generally.

(c)Expiration Date. Each Letter of Credit shall expire (or be subject to termination

by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the

earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any

extension of the expiration date thereof, one year after such extension) and (ii) the date that is five

(5) Business Days prior to the Revolving Credit Maturity Date; provided that any Letter of Credit with a

one-year tenor may contain customary automatic extension provisions agreed upon by the Company and

the Issuing Bank that provide for the extension thereof for additional one-year periods (which shall in no

event extend beyond the date referenced in clause (ii) above), subject to a right on the part of the Issuing

Bank to prevent any such extension from occurring by giving notice to the beneficiary in advance of any

such extension.

(d)Participations. By the issuance of a Letter of Credit (or an amendment to a Letter

of Credit increasing the amount or extending the term thereof) and without any further action on the part

of the Issuing Bank or the Global Tranche Revolving Lenders, the Issuing Bank hereby grants to each

Global Tranche Revolving Lender, and each Global Tranche Revolving Lender hereby acquires from the

Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Global Tranche Applicable

Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration

and in furtherance of the foregoing, each Global Tranche Revolving Lender hereby absolutely and

unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such

Lender’s Global Tranche Applicable Percentage of each LC Disbursement made by the Issuing Bank and

not reimbursed by the Company on the date due as provided in paragraph (e) of this Section, or of any

reimbursement payment required to be refunded to the Company for any reason, including after the

Revolving Credit Maturity Date. Each such payment shall be made without any offset, abatement,

withholding or reduction whatsoever. Each Global Tranche Revolving Lender acknowledges and agrees

that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit and to

make payments in respect of such acquired participations are absolute and unconditional and shall not be

affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit

or the occurrence and continuance of a Default or reduction or termination of the Commitments.

(e)Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect

of a Letter of Credit, the Company shall reimburse such LC Disbursement by paying to the

Administrative Agent an amount in the currency of such LC Disbursement equal to such LC

Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is

made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York

City time, on such date, or, if such notice has not been received by the Company prior to such time on

such date, then not later than 12:00 noon, New York City time, on the Business Day immediately

following the day that the Company receives such notice, if such notice is not received prior to such time

on the day of receipt; provided that, if such LC Disbursement is not less than the Dollar Amount of

$1,000,000, the Company may, subject to the conditions to borrowing set forth herein, request in

accordance with Section 2.03 or 2.05 that such payment be financed with (i) to the extent such LC

Disbursement was made in Dollars, an ABR Revolving Borrowing, a Term Benchmark Revolving

Borrowing or a Swingline Loan in Dollars in an amount equal to such LC Disbursement or (ii) to the

extent that such LC Disbursement was made in a Foreign Currency, a Term Benchmark Revolving

Borrowing or an RFR Revolving Borrowing in such Foreign Currency in an amount equal to such LC

Disbursement and, in each case, to the extent so financed, the Company’s obligation to make such

payment shall be discharged and replaced by the resulting ABR Revolving Borrowing, Term Benchmark

Revolving Borrowing, RFR Revolving Borrowing or Swingline Loan, as applicable. If the Company fails

to make such payment when due, the Administrative Agent shall notify each Global Tranche Revolving

Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof

and such Lender’s Global Tranche Applicable Percentage thereof. Promptly following receipt of such

notice, each Global Tranche Revolving Lender shall pay to the Administrative Agent its Global Tranche

Applicable Percentage of the payment then due from the Company, in the same manner as provided in

Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis,

to the payment obligations of the Global Tranche Revolving Lenders), and the Administrative Agent shall

promptly pay to the Issuing Bank the amounts so received by it from the Global Tranche Revolving

Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company

pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or,

to the extent that Global Tranche Revolving Lenders have made payments pursuant to this paragraph to

reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any

payment made by a Global Tranche Revolving Lender pursuant to this paragraph to reimburse the Issuing

Bank for any LC Disbursement (other than the funding of Global Tranche Revolving Loans or a

Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company of

its obligation to reimburse such LC Disbursement.

(f)Obligations Absolute. The Company’s obligation to reimburse LC

Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and

irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and

all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of

Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein or herein,

(ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or

invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) any payment

by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does

not comply with the terms of such Letter of Credit, (iv) any other event or circumstance whatsoever,

whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute

a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations

hereunder, or (v) any adverse change in the relevant exchange rates or in the availability of the relevant

Foreign Currency to the Company or any Subsidiary or in the relevant currency markets generally.

Neither the Administrative Agent, the Global Tranche Revolving Lenders nor the Issuing Bank, nor any

of their respective Related Parties, shall have any liability or responsibility by reason of or in connection

with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment

thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error,

omission, interruption, loss or delay in transmission or delivery of any draft, document, notice or other

communication under or relating to any Letter of Credit (including any document required to make a

drawing thereunder), any error in interpretation of technical terms, any error in translation or any

consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall

not be construed to excuse the Issuing Bank from liability to the Company to the extent of any direct

damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which

are hereby waived by the Company to the extent permitted by applicable law) suffered by the Company

that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other

documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly

agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as

finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have

exercised care in each such determination. In furtherance of the foregoing and without limiting the

generality thereof, the parties agree that, with respect to documents presented which appear on their face

to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole

discretion, either accept and make payment upon such documents without responsibility for further

investigation, regardless of any notice or information to the contrary, or refuse to accept and make

payment upon such documents if such documents are not in strict compliance with the terms of such

Letter of Credit.

(g)Disbursement Procedures. The Issuing Bank shall, within the time allowed by

applicable law or the specific terms of the Letter of Credit following its receipt thereof, examine all

documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank

shall promptly after such examination notify the Administrative Agent and the Company by telephone

(confirmed by telecopy or electronic mail) of such demand for payment and whether the Issuing Bank has

made or will make an LC Disbursement thereunder; provided that such notice need not be given prior to

payment by the Issuing Bank and any failure to give or delay in giving such notice shall not relieve the

Company of its obligation to reimburse the Issuing Bank and the Global Tranche Revolving Lenders with

respect to any such LC Disbursement.

(h)Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,

unless the Company shall reimburse such LC Disbursement in full in the applicable currency on the date

such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and

including the date such LC Disbursement is made to but excluding the date that the reimbursement is due

and payable, at the rate per annum then applicable to ABR Revolving Loans and such interest shall be due

and payable on the date when such reimbursement is payable; provided that, if the Company fails to

reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d)

shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank,

except that interest accrued on and after the date of payment by any Global Tranche Revolving Lender

pursuant to paragraph (e) of this Section to reimburse the Issuing Bank for such LC Disbursement shall be

for the account of such Lender to the extent of such payment.

(i)Replacement and Resignation of Issuing Bank. (A) The Issuing Bank may be

replaced at any time by written agreement among the Company, the Administrative Agent, the replaced

Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Global Tranche

Revolving Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall

become effective, the Company shall pay all unpaid fees accrued for the account of the replaced Issuing

Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the

successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement

with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing

Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor

and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank

hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights

and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then

outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters

of Credit or extend or otherwise amend any existing Letter of Credit.

(B) Subject to the appointment and acceptance of a successor Issuing Bank, the

Issuing Bank may resign as the Issuing Bank at any time upon thirty days’ prior written notice to the

Administrative Agent, the Company and the Global Tranche Revolving Lenders, in which case, the

resigning Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.

(j)Cash Collateralization. If any Event of Default shall occur and be continuing, on

the Business Day that the Company receives notice from the Administrative Agent or the Required

Lenders (or, if the maturity of the Loans has been accelerated, Global Tranche Revolving Lenders with

LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash

collateral pursuant to this paragraph, the Company shall deposit in an account or accounts with the

Administrative Agent, in the name of the Administrative Agent and for the benefit of the Global Tranche

Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 103% of the LC Exposure

in the applicable currencies as of such date plus any accrued and unpaid interest thereon; provided that the

obligation to deposit such cash collateral shall become effective immediately, and such deposit shall

become immediately due and payable, without demand or other notice of any kind, upon the occurrence

of any Event of Default with respect to any Borrower described in Section 7.01(h) or 7.01(i). The

Company also shall deposit cash collateral pursuant to this paragraph as and to the extent required by

Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and

performance of the Secured Obligations. In addition, and without limiting the foregoing or Section

2.06(c), if any LC Exposure remains outstanding after the expiration date specified in Section 2.06(c), the

Company shall immediately deposit into the LC Collateral Account an amount in cash equal to 103% of

such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative

Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such

account. Other than any interest earned on the investment of such deposits, which investments shall be

made at the option and sole discretion of the Administrative Agent and at the Company’s risk and

expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall

accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to

reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed, together with

related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for

the satisfaction of the reimbursement obligations of the Company for the LC Exposure at such time or, if

the maturity of the Loans has been accelerated (but subject to the consent of Global Tranche Revolving

Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy

other Secured Obligations. If the Company is required to provide an amount of cash collateral hereunder

as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid)

shall be returned to the Company within three (3) Business Days after all Events of Default have been

cured or waived.

(k)Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a

Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a

Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,”

or the like of or for such Letter of Credit, and without derogating from any rights of the Issuing Bank

(whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such

Letter of Credit, the Company (i) shall reimburse, indemnify and compensate the Issuing Bank hereunder

for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of

Credit had been issued solely for the account of the Company and (ii) irrevocably waives any and all

defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of

such Subsidiary in respect of such Letter of Credit. The Company hereby acknowledges that the issuance

of such Letters of Credit for its Subsidiaries inures to the benefit of the Company, and that the Company’s

business derives substantial benefits from the businesses of such Subsidiaries.

(l)Existing Letters of Credit. Each Existing Letter of Credit shall be deemed to be a

Letter of Credit issued for the account of the Company on the Effective Date (whether or not the

Company was the applicant with respect thereto or otherwise responsible for reimbursement obligations

with respect thereto prior to the Effective Date) under this Agreement and all the provisions of this

Agreement shall apply to such Existing Letter of Credit as being a Letter of Credit issued hereunder by

the applicable Issuing Bank, without need for any further action by the Company or any other Person.

SECTION 2.07.Funding of Borrowings. (a) Each Lender shall make each Loan to be

made by it hereunder on the proposed date thereof solely by wire transfer of immediately available funds

(i) in the case of Loans denominated in Dollars, by 12:00 noon, New York City time, to the account of the

Administrative Agent most recently designated by it for such purpose by notice to the Lenders and (ii) in

the case of each Loan denominated in a Foreign Currency, by 12:00 noon, Local Time, in the city of the

Administrative Agent’s Foreign Currency Payment Office for such currency and at such Foreign

Currency Payment Office for such currency; provided that (i) Term A-1 Loans shall be made as provided

in Section 2.01(b), (ii) Term A-2 Loans shall be made as provided in Section 2.01(c) and (iii) Swingline

Loans shall be made as provided in Section 2.05. Except in respect of the provisions of this Agreement

covering the reimbursement of Letters of Credit, the Administrative Agent will make such Loans

available to the applicable Borrower by promptly crediting the funds so received in the aforesaid account

of the Administrative Agent to (x) an account of such Borrower maintained with the Administrative

Agent in New York City or Chicago and designated by such Borrower in the applicable Borrowing

Request, in the case of Loans denominated in Dollars and (y) an account of such Borrower in the relevant

jurisdiction and designated by such Borrower in the applicable Borrowing Request, in the case of Loans

denominated in a Foreign Currency; provided that Global Tranche Revolving Loans made to finance the

reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the

Administrative Agent to the Issuing Bank.

(b)Unless the Administrative Agent shall have received notice from a Lender prior

to the proposed date of any Borrowing (or in the case of an ABR Borrowing, prior to 12:00 noon, New

York City time, on the date of such Borrowing) that such Lender will not make available to the

Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that

such Lender has made such share available on such date in accordance with paragraph (a) of this Section

and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding

amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to

the Administrative Agent, then the applicable Lender and such Borrower severally agree to pay to the

Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day

from and including the date such amount is made available to such Borrower to but excluding the date of

payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the applicable

Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry

rules on interbank compensation or (ii) in the case of such Borrower, the interest rate applicable to ABR

Loans, or in the case of Foreign Currencies, in accordance with such market practice, in each case, as

applicable. If such Lender pays such amount to the Administrative Agent, then such amount shall

constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08.Interest Elections. (a) Each Borrowing initially shall be of the Type

and Agreed Currency specified in the applicable Borrowing Request and, in the case of a Term

Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.

Thereafter, the applicable Borrower may elect to convert such Borrowing to a different Type or to

continue such Borrowing and, in the case of a Term Benchmark Borrowing, may elect Interest Periods

therefor, all as provided in this Section. A Borrower may elect different options with respect to different

portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the

Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall

be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may

not be converted or continued.

(b)To make an election pursuant to this Section, a Borrower, or the Company on its

behalf, shall notify the Administrative Agent of such election (by irrevocable written notice via an Interest

Election Request signed by a Responsible Officer of such Borrower, or the Company on its behalf) by the

time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a

Borrowing of the Type resulting from such election to be made on the effective date of such election;

provided that, if such Interest Election Request is submitted through an Approved Borrower Portal, the

foregoing signature requirement may be waived at the sole discretion of the Administrative Agent.

Notwithstanding any contrary provision herein, this Section shall not be construed to permit any

Borrower to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Term Benchmark

Loans that does not comply with Section 2.02(d), (iii) convert any Borrowing to a Borrowing of a Type

not available under the Class of Commitments pursuant to which such Borrowing was made or (iv)

convert any Borrowing of one Class to a Borrowing of another Class.

(c)Each Interest Election Request shall specify the following information in

compliance with Section 2.02:

(i)the name of the applicable Borrower and the Agreed Currency and principal

amount of the Borrowing to which such Interest Election Request applies and, if different options

are being elected with respect to different portions thereof, the portions thereof to be allocated to

each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii)

and (iv) below shall be specified for each resulting Borrowing);

(ii)the effective date of the election made pursuant to such Interest Election Request,

which shall be a Business Day;

(iii)whether the resulting Borrowing is to be an ABR Borrowing (in the case of

Borrowings denominated in Dollars), a Term Benchmark Borrowing or an RFR Borrowing and,

in the case of a Borrowing consisting of Revolving Loans, whether such Borrowing is to be a

Global Tranche Revolving Borrowing or a Danish Tranche Revolving Borrowing; and

(iv)if the resulting Borrowing is a Term Benchmark Borrowing, the Interest Period to

be applicable thereto after giving effect to such election, which Interest Period shall be a period

contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Term Benchmark Borrowing but does not specify an

Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one

month’s duration.

Notwithstanding the foregoing, in no event shall any Borrower be permitted to request pursuant to this

Section 2.08(c) (i) a CBR Loan, (ii) any Revolving Loan bearing interest at Daily Simple ESTR or (iii)

prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to (x) the Term

SOFR Rate, an RFR Loan bearing interest based on Daily Simple SOFR or (y) Term CORRA, an RFR

Loan bearing interest based on Daily Simple CORRA (it being understood and agreed that (A) a Central

Bank Rate, the Canadian Prime Rate, Daily Simple SOFR and Daily Simple CORRA shall only apply to

the extent provided in Sections 2.08(e) (solely with respect to the Central Bank Rate and the Canadian

Prime Rate), 2.14(a) and 2.14(f), as applicable and (ii) Daily Simple ESTR shall only apply to the extent

provided in Section 2.05).

(d)Promptly following receipt of an Interest Election Request, the Administrative

Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting

Borrowing.

(e)If the applicable Borrower fails to deliver a timely Interest Election Request with

respect to a Term Benchmark Borrowing denominated in Dollars prior to the end of the Interest Period

applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest

Period such Borrowing shall be deemed to have an Interest Period that is one (1) month. If the applicable

Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term

Benchmark Borrowing denominated in a Foreign Currency prior to the end of the Interest Period therefor,

then, unless such Term Benchmark Borrowing is repaid as provided herein, such Borrower shall be

deemed to have selected that such Term Benchmark Borrowing shall automatically be continued as a

Term Benchmark Borrowing in its original Agreed Currency with an Interest Period of one month at the

end of such Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has

occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so

notifies the Company, then, so long as an Event of Default is continuing (i) no outstanding Borrowing

may be converted to or continued as a Term Benchmark Borrowing or an RFR Borrowing and (ii) unless

repaid, (x)(A) each Term Benchmark Borrowing denominated in Dollars shall be converted to an ABR

Borrowing at the end of the Interest Period applicable thereto and (B) each RFR Borrowing denominated

in Dollars shall be converted to an ABR Borrowing immediately and (y) each Term Benchmark

Borrowing and each RFR Borrowing, in each case denominated in a Foreign Currency shall bear interest

at the Central Bank Rate (or in the case of Canadian Dollars, the Canadian Prime Rate) for the applicable

Agreed Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which

determination shall be conclusive and binding absent manifest error) that the Central Bank Rate (or in the

case of Canadian Dollars, the Canadian Prime Rate) for the applicable Agreed Currency cannot be

determined, any outstanding affected Term Benchmark Loans or RFR Loans denominated in any Foreign

Currency shall either be (A) converted to an ABR Borrowing denominated in Dollars (in an amount equal

to the Dollar Amount of such Foreign Currency) at the end of the applicable Interest Period or on the next

applicable Interest Payment Date, as applicable, therefor or (B) prepaid at the end of the applicable

Interest Period or on the next applicable Interest Payment Date, as applicable, in full; provided that if no

election is made by the applicable Borrower by the earlier of (x) the date that is three (3) Business Days

after receipt by the Company of such notice and (y) the last day of the current Interest Period for the

applicable Term Benchmark Loan, such Borrower shall be deemed to have elected clause (A) above.

SECTION 2.09.Termination and Reduction of Commitments. (a) Unless previously

terminated, (i) (x) $100,000,000 of the Term A-1 Loan Commitments shall terminate on the Term A-1

Loan Commitment Expiration Date and (y) the remaining $100,000,000 of the Term A-1 Loan

Commitments shall terminate on the last day of the Term A-1 Loan Availability Period, (ii) the Term A-1

Loan Commitments shall terminate immediately upon the Term A-1 Loans being advanced to the

Company pursuant to Section 2.01(b), (iii) the Term A-2 Loan Commitments shall terminate on the Term

A-2 Loan Commitment Expiration Date, (iv) the Term A-2 Loan Commitments shall terminate

immediately upon the Term A-2 Loans being advanced to the Company pursuant to Section 2.01(c) and

(v) the Revolving Commitments shall terminate on the Revolving Credit Maturity Date.

(b)The Company may at any time terminate, or from time to time reduce, the

Revolving Commitments of any Class, the Term A-1 Loan Commitments and/or the Term A-2 Loan

Commitments; provided that (i) each reduction of the Revolving Commitments of any Class, the Term

A-1 Loan Commitments or the Term A-2 Loan Commitments shall be in an amount that is an integral

multiple of $5,000,000 (or, solely in the case of the Danish Tranche Revolving Commitments,

$1,000,000) and not less than $10,000,000 (or, solely in the case of the Danish Tranche Revolving

Commitments, $1,000,000) and (ii) the Company shall not terminate or reduce the Revolving

Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with

Section 2.11, (A) the Dollar Amount of any Lender’s Global Tranche Revolving Credit Exposure would

exceed such Lender’s Global Tranche Revolving Commitment, (B) the Dollar Amount of any Lender’s

Danish Tranche Revolving Credit Exposure would exceed such Lender’s Danish Tranche Revolving

Commitment, (C) the Dollar Amount of any Lender’s Revolving Credit Exposure exceeding such

Lender’s Revolving Commitments, (D) the Dollar Amount of the total Global Tranche Revolving Credit

Exposures would exceed the aggregate Global Tranche Revolving Commitments, (E) the Dollar Amount

of the total Danish Tranche Revolving Credit Exposures would exceed the aggregate Danish Tranche

Revolving Commitments or (F) the Dollar Amount of the Total Revolving Credit Exposure would exceed

the aggregate Revolving Commitments.

(c)The Company shall notify the Administrative Agent of any election to terminate

or reduce the Revolving Commitments of any Class, the Term A-1 Loan Commitments and/or the Term

A-2 Loan Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the

effective date of such termination or reduction, specifying such election and the effective date thereof.

Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of

the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable;

provided that a notice of termination of any Commitments of any Class delivered by the Company may

state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions

specified therein, in which case such notice may be revoked by the Company (by notice to the

Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any

termination or reduction of any Commitments of any Class (including the termination of $100,000,000 of

the Term A-1 Loan Commitments on the Term A-1 Loan Commitment Expiration Date, the termination

of the remaining $100,000,000 of the Term A-1 Loan Commitments on the last day of the Term A-1 Loan

Availability Period and the termination of the Term A-2 Loan Commitments on the Term A-2 Loan

Commitment Expiration Date) shall be permanent. Each reduction of the Revolving Commitments of any

Class shall be made ratably among the Revolving Lenders of such Class in accordance with their

respective Revolving Commitments in respect of such Class, each reduction of the Term A-1 Loan

Commitments (including the automatic reduction of $100,000,000 of Term A-1 Loan Commitments on

the Term A-1 Loan Commitment Expiration Date) shall be made ratably among the Term A-1 Lenders in

accordance with their respective Term A-1 Loan Commitments and each reduction of the Term A-2 Loan

Commitments shall be made ratably among the Term A-2 Lenders in accordance with their respective

Term A-2 Loan Commitments.

SECTION 2.10.Repayment and Amortization of Loans; Evidence of Debt.

(a) Each Borrower hereby unconditionally promises to pay (i) to the Administrative

Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving

Loan made to such Borrower on the Revolving Credit Maturity Date in the currency of such Loan and

(ii) in the case of the Company, to the Administrative Agent for the account of the Swingline Lender the

then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Credit Maturity

Date and the fifth (5th) Business Day after such Swingline Loan is made; provided that on each date that a

Global Tranche Revolving Borrowing is made, the Company shall repay all Swingline Loans then

outstanding and the proceeds of any such Borrowing shall be applied by the Administrative Agent to

repay any Swingline Loans outstanding.

(b)The Company shall repay the outstanding Term A-1 Loans on the last day of

each fiscal quarter of the Company occurring after the Term A-1 Loan Funding Date (commencing with

the last day of the first full fiscal quarter following the Term A-1 Loan Funding Date) in an amount equal

to the Applicable Term A-1 Loan Amortization Percentage of the aggregate principal amount of Term

A-1 Loans borrowed on the Term A-1 Loan Funding Date (as adjusted from time to time pursuant to

Section 2.11(a) and Section 2.11(d)). To the extent not previously repaid, all unpaid Term A-1 Loans

shall be paid in full in Dollars by the Company on the Term A-1 Loan Maturity Date.

(c)The Company shall repay the outstanding Term A-2 Loans on the last day of

each fiscal quarter of the Company occurring after the Julius Funding Date (commencing with the last day

of the first full fiscal quarter following the Julius Funding Date) in an amount equal to the Applicable

Term A-2 Loan Amortization Percentage of the aggregate principal amount of Term A-2 Loans borrowed

hereunder (as adjusted from time to time pursuant to Section 2.11(a) and Section 2.11(d)). To the extent

not previously repaid, all unpaid Term A-2 Loans shall be paid in full in euro by the Company on the

Term A-2 Loan Maturity Date.

(d)Each Lender shall maintain in accordance with its usual practice an account or

accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by

such Lender, including the amounts of principal and interest payable and paid to such Lender from time to

time hereunder.

(e)The Administrative Agent shall maintain accounts in which it shall record (i) the

amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest

Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due

and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by

the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(f)The entries made in the accounts maintained pursuant to paragraph (b) or (c) of

this Section shall be prima facie evidence of the existence and amounts of the obligations recorded

therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or

any error therein shall not in any manner affect the Obligations (including, without limitation, the

obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement).

(g)Any Lender may request that Loans made by it to any Borrower be evidenced by

a promissory note. In such event, the applicable Borrower shall prepare, execute and deliver to such

Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its

registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced

by such promissory note and interest thereon shall at all times (including after assignment pursuant to

Section 9.04) be represented by one or more promissory notes in such form.

SECTION 2.11.Prepayment of Loans.

(a)Any Borrower shall have the right at any time and from time to time to prepay

any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this

Section 2.11(a). The applicable Borrower, or the Company on behalf of the applicable Borrower, shall

notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline

Lender) by written notice (which may be transmitted by electronic communication, including an

Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative agent

and, if relevant, the Swingline Lender) of any prepayment hereunder (i) (x) in the case of prepayment of a

Term Benchmark Borrowing denominated in Dollars, not later than 11:00 a.m., New York City time,

three (3) Business Days before the date of prepayment, (y) in the case of prepayment of a Term

Benchmark Borrowing denominated in euro, Danish Kroner or Canadian Dollars, not later than 12:00

p.m., New York City time, three (3) Business Days before the date of prepayment and (z) in the case of

prepayment of an RFR Borrowing, not later than 11:00 a.m., New York City time, five (5) RFR Business

Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not

later than 11:00 a.m., New York City time, on the date of prepayment or (iii) in the case of prepayment of

a Swingline Loan, not later than 2:00 p.m., New York City time, on the date of prepayment. Each such

notice shall be irrevocable and shall specify the prepayment date and the principal amount of each

Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection

with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such

notice of prepayment may be revoked if such notice of termination is revoked in accordance with

Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative

Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall

be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as

provided in Section 2.02. Each prepayment of a Revolving Borrowing of any Class shall be applied

ratably to the Revolving Loans included in the prepaid Revolving Borrowing, each voluntary prepayment

of a Term A-1 Loan Borrowing shall be applied ratably to the Term A-1 Loans included in the prepaid

Term A-1 Loan Borrowing in such order of application as directed by the Company, each voluntary

prepayment of a Term A-2 Loan Borrowing shall be applied ratably to the Term A-2 Loans included in

the prepaid Term A-2 Loan Borrowing in such order of application as directed by the Company and each

mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(d).

Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and

(ii) any break funding payments required by Section 2.16.

(b)If at any time, (i) other than as a result of fluctuations in currency exchange rates,

(x) the aggregate principal Dollar Amount of the total Global Tranche Revolving Credit Exposures

(calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent

Computation Date with respect to each such Credit Event) exceeds the aggregate Global Tranche

Revolving Commitments, (y) the aggregate principal Dollar Amount of the total Danish Tranche

Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign

Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the

aggregate Danish Tranche Revolving Commitments or (z) the aggregate principal Dollar Amount of the

Total Revolving Credit Exposure (calculated, with respect to those Credit Events denominated in Foreign

Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the

aggregate Revolving Commitments or (ii) solely as a result of fluctuations in currency exchange rates, (x)

the aggregate principal Dollar Amount of the total Global Tranche Revolving Credit Exposures (so

calculated) exceeds 105% of the aggregate Global Tranche Revolving Commitments, (y) the aggregate

principal Dollar Amount of the total Danish Tranche Revolving Credit Exposures (so calculated) exceeds

105% of the aggregate Danish Tranche Revolving Commitments or (z) the aggregate principal Dollar

Amount of the Total Revolving Credit Exposure (so calculated) exceeds 105% of the aggregate

Revolving Commitments, the Borrowers shall in each case immediately repay Revolving Borrowings or

cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j),

as applicable, in an aggregate principal amount sufficient to cause (A) the aggregate principal Dollar

Amount of the total Global Tranche Revolving Credit Exposures (so calculated) to be less than the

aggregate Global Tranche Revolving Credit Commitments, (B) the aggregate principal Dollar Amount of

the total Danish Tranche Revolving Credit Exposures (so calculated) to be less than the aggregate Danish

Tranche Revolving Commitments, and (C) the aggregate principal Dollar Amount of the Total Revolving

Credit Exposure (so calculated) to be less than or equal to the aggregate Revolving Commitments.

(c)In the event and on each occasion that any Net Proceeds are received by or on

behalf of the Company or any of its Restricted Subsidiaries in respect of any Prepayment Event occurring

after the funding of any Term Loans, the Company shall, within five Business Days (in the case of any

event described in clause (a) or clause (b) of the definition of the term “Prepayment Event”) or one

Business Day (in the case of any event described in clause (c) of the definition of the term “Prepayment

Event”) after such Net Proceeds are received, prepay the Term A-1 Loans and Term A-2 Loans ratably as

set forth in Section 2.11(d) below in an aggregate amount equal to 100% of such Net Proceeds; provided

that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment

Event”, if the Company shall deliver to the Administrative Agent a certificate of a Financial Officer to the

effect that the Company or its relevant Restricted Subsidiaries intend to reinvest the Net Proceeds from

such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net

Proceeds, in assets useful in the business of the Company and/or its Restricted Subsidiaries, and certifying

that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this

Section 2.11(c) in respect of the Net Proceeds specified in such certificate; provided further that to the

extent of any such Net Proceeds therefrom that have not been so applied by the end of such 365-day

period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Company

or one or more Restricted Subsidiaries shall have entered into an agreement with an unaffiliated third

party to acquire (or replace, lease, improve or rebuild) such assets with such Net Proceeds), at which time

a prepayment shall be required in an amount equal to such Net Proceeds that have not been so applied;

provided, further, that the Company shall not be required to make a prepayment pursuant to this Section

2.11(c) in respect of any event described in clause (a) or (b) of the definition of the term “Prepayment

Event” during any fiscal year unless and until the aggregate amount of Net Proceeds received as a result

of such events during such fiscal year exceeds $15,000,000.

(d)All such amounts pursuant to Section 2.11(c) shall be applied to prepay the Term

A-1 Loans and the Term A-2 Loans ratably, in each case, in the inverse order of maturity.

(e)In the event that (x) the Julius Closing Date Loans were funded pursuant to

Section 2.01 prior to the satisfaction of all conditions precedent set forth in Section 4.03 and solely on the

basis of the satisfaction of the Julius Pre-Funding Conditions and (y) the conditions set forth in Section

4.03 are not satisfied on or prior to the Expected Acquisition Closing Date, the Company shall, no later

than one (1) Business Day following the Expected Acquisition Closing Date, repay all Julius Closing

Date Loans, together with accrued interest thereon and any break funding payments required by

Section 2.16. For the avoidance of doubt, failure to pay the amounts owed pursuant to this Section

2.11(e), if any, no later than one (1) Business Day following the Expected Acquisition Closing Date shall

constitute an immediate Event of Default pursuant to Section 7.01(a).

SECTION 2.12.Fees. (a) The Company agrees to pay to the Administrative Agent for

the account of each Global Tranche Revolving Lender a commitment fee, which shall accrue at the

Applicable Rate on the average daily amount of the Available Global Tranche Revolving Commitments

of any Global Tranche Revolving Lender that is not a Defaulting Lender during the period from and

including the Effective Date to but excluding the date on which such Global Tranche Revolving

Commitments terminate. The Danish Borrowers agree to pay to the Administrative Agent for the account

of each Danish Tranche Revolving Lender a commitment fee, which shall accrue at the Applicable Rate

on the average daily amount of the Available Danish Tranche Revolving Commitments of any Danish

Tranche Lender that is not a Defaulting Lender during the period from and including the Danish Borrower

Accession Date to but excluding the date on which such Danish Tranche Revolving Commitments

terminate. Accrued commitment fees accrued through and including the last day of March, June,

September and December of each year shall be payable in arrears on the fifteenth (15th) day following

such last day and on the date on which the Revolving Commitments terminate, commencing on the first

such date to occur after the date hereof; provided that any commitment fees accruing after the date on

which the Revolving Commitments terminate shall be payable on demand. All commitment fees shall be

computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed

(including the first day and the last day of each period but excluding the date on which the Revolving

Commitments terminate).

(b)The Company agrees to pay (i) to the Administrative Agent for the account of

each Global Tranche Revolving Lender a participation fee with respect to its participations in each

outstanding Letter of Credit, which shall accrue on the Dollar Amount of the daily maximum stated

amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to

determine the interest rate applicable to Term Benchmark Revolving Loans, during the period from and

including the Effective Date to but excluding the later of the date on which such Global Tranche

Revolving Lender’s Global Tranche Revolving Commitment terminates and the date on which such

Global Tranche Revolving Lender ceases to have any LC Exposure and (ii) to the Issuing Bank for its

own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the Dollar Amount of

the daily maximum stated amount then available to be drawn under such Letter of Credit, during the

period from and including the Effective Date to but excluding the later of the date of termination of the

Global Tranche Revolving Commitments and the date on which there ceases to be any LC Exposure, as

well as the Issuing Bank’s standard fees with respect to the issuance, amendment or extension of any

Letter of Credit and other processing fees, and other standard costs and charges, of the Issuing Bank

relating the Letters of Credit as from time to time in effect. Participation fees and fronting fees accrued

through and including the last day of March, June, September and December of each year shall be

payable on the fifteenth (15th) day following such last day, commencing on the first such date to occur

after the Effective Date; provided that all such fees shall be payable on the date on which the Global

Tranche Revolving Commitments terminate and any such fees accruing after the date on which the Global

Tranche Revolving Commitments terminate shall be payable on demand. Any other fees payable to the

Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All

participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be

payable for the actual number of days elapsed (including the first day but excluding the last day).

Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in

Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign

Currency shall be paid in Dollars in the Dollar Amount thereof.

(c)The Company agrees to pay to the Administrative Agent, (x) for the account of

each Term A-1 Lender, a ticking fee, which ticking fee shall accrue at the Applicable Rate on the amount

of such Term A-1 Lender’s Term A-1 Loan Commitment, which ticking fee shall accrue during the

period from and including the date that is 90 days after the Effective Date to but excluding the earlier to

occur of (i) the Julius Closing Date or (ii) the last day of the Term A-1 Loan Availability Period (such

earlier date, the “Term A-1 Commitment Termination Date”) and be payable in Dollars (y) for the

account of each Term A-2 Lender, a ticking fee, which ticking fee shall accrue at the Applicable Rate on

the amount of such Term A-2 Lender’s Term A-2 Loan Commitment, which ticking fee shall accrue

during the period from and including the date that is 90 days after the Effective Date to but excluding the

earlier to occur of (i) the Julius Closing Date or (ii) the Term A-2 Loan Commitment Expiration Date

(such earlier date, the “Term A-2 Commitment Termination Date”) and be payable in euro. Ticking fees

accrued through and including the last day of March, June, September and December of each year shall

be payable in arrears on the fifteenth (15th) day following such last day and on the Term A-1

Commitment Termination Date or Term A-2 Commitment Termination Date, as applicable, commencing

on the first such date to occur after the date hereof. All ticking fees shall be computed on the basis of a

year of 360 days and shall be payable for the actual number of days elapsed (including the first day and

the last day of each period but excluding the Term A-1 Commitment Termination Date and Term A-2

Commitment Termination Date).

(d)The Company agrees to pay to the Administrative Agent, for its own account,

fees payable in the amounts and at the times separately agreed upon between the Company and the

Administrative Agent.

(e)All fees payable hereunder shall be paid on the dates due, in Dollars (except as

otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative

Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment

fees, participation fees and ticking fees, to the applicable Lenders. Fees paid shall not be refundable

under any circumstances.

SECTION 2.13.Interest. (a) The Loans comprising each ABR Borrowing (including

each Swingline Loan denominated in Dollars) shall bear interest at the Alternate Base Rate plus the

Applicable Rate. Each Swingline Loan denominated in euro shall bear interest at Daily Simple ESTR

plus the “RFR Spread” set forth in the definition of Applicable Rate.

(b)The Loans comprising each Term Benchmark Borrowing shall bear interest at the

Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the Adjusted CIBO Rate, or the Adjusted Term

CORRA Rate, as applicable, for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c)Each RFR Loan shall bear interest at a rate per annum equal to the applicable

Adjusted Daily Simple RFR plus the Applicable Rate.

(d)Notwithstanding the foregoing, if any principal of or interest on any Loan or any

fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity,

upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment,

at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise

applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any

other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(e)Accrued interest on each Loan shall be payable in arrears on each Interest

Payment Date for such Loan and, in the case of Revolving Loans of any Class, (i) upon termination of the

Revolving Commitments in respect of such Class; provided that (i) interest accrued pursuant to

paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or

prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the

Global Tranche Revolving Credit Availability Period), accrued interest on the principal amount repaid or

prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any

conversion of any Term Benchmark Loan prior to the end of the current Interest Period therefor, accrued

interest on such Loan shall be payable on the effective date of such conversion.

(f)All interest hereunder shall be computed on the basis of a year of 360 days,

except that interest computed by reference to the Daily Simple RFR with respect to Pounds Sterling,

Term CORRA, Daily Simple CORRA (if applicable) or the Alternate Base Rate at times when the

Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or

366 days in a leap year). In each case interest shall be payable for the actual number of days elapsed

(including the first day but excluding the last day). All interest hereunder on any Loan shall be computed

on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of

determination. A determination of the applicable Alternate Base Rate, Adjusted Term SOFR Rate, Term

SOFR Rate, Adjusted EURIBO Rate, EURIBO Rate, Adjusted CIBO Rate, CIBO Rate, Adjusted Term

CORRA Rate, Term CORRA, Adjusted Daily Simple RFR, Daily Simple RFR or Daily Simple ESTR

shall be determined by the Administrative Agent, and such determination shall be conclusive absent

manifest error.

(g)Interest in respect of Loans denominated in Dollars shall be paid in Dollars, and

interest in respect of Loans denominated in a Foreign Currency shall be paid in such Foreign Currency.

SECTION 2.14.Alternate Rate of Interest.

(a)Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.14, if:

(i)the Administrative Agent determines (which determination shall be conclusive

absent manifest error) (A) prior to the commencement of any Interest Period for a Term

Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the

Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, the Adjusted CIBO Rate or the Adjusted

Term CORRA Rate (including because the Relevant Screen Rate is not available or published on

a current basis) for the applicable currency and such Interest Period or (B) at any time, that

adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple

RFR for the applicable Agreed Currency; or

(ii)the Administrative Agent is advised by the Required Lenders that (A) prior to the

commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term

SOFR Rate, the Adjusted EURIBO Rate, the Adjusted CIBO Rate or the Adjusted Term CORRA

Rate for the applicable Agreed Currency and such Interest Period will not adequately and fairly

reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing

for the applicable Agreed Currency and such Interest Period or (B) at any time, the applicable

Adjusted Daily Simple RFR for the applicable Agreed Currency will not adequately and fairly

reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing

for the applicable Agreed Currency;

then the Administrative Agent shall give notice thereof to the Company and the Lenders by telephone,

telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent

notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist

with respect to the relevant Benchmark and (y) the applicable Borrower delivers a new Interest Election

Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the

terms of Section 2.03, (A) for Loans denominated in Dollars, any Interest Election Request that requests

the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing

and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be an

Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing denominated

in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is not also the subject of

Section 2.14(a)(i) or (ii) above or (y) an ABR Borrowing if the Adjusted Daily Simple RFR for Dollar

Borrowings also is the subject of Section 2.14(a)(i) or (ii) above and (B) for Loans denominated in a

Foreign Currency, any Interest Election Request that requests the conversion of any Borrowing to, or

continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that

requests a Term Benchmark Borrowing or an RFR Borrowing, in each case, for the relevant Benchmark,

shall be ineffective; provided that if the circumstances giving rise to such notice affect only one Type of

Borrowing, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark

Loan or RFR Loan in any Agreed Currency is outstanding on the date of the Company’s receipt of the

notice from the Administrative Agent referred to in this Section 2.14(a) with respect to a Relevant Rate

applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies

the Company and the Lenders that the circumstances giving rise to such notice no longer exist with

respect to the relevant Benchmark and (y) the applicable Borrower delivers a new Interest Election

Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the

terms of Section 2.03, (A) for Loans denominated in Dollars, any Term Benchmark Loan shall on the last

day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not

a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR

Borrowing denominated in Dollars so long as the Adjusted Daily Simple RFR for Dollar Borrowings is

not also the subject of Section 2.14(a)(i) or (ii) above or (y) an ABR Loan if the Adjusted Daily Simple

RFR for Dollar Borrowings also is the subject of Section 2.14(a)(i) or (ii) above, on such day and (B) for

Loans denominated in a Foreign Currency, (1) any Term Benchmark Loan shall, on the last day of the

Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a

Business Day) bear interest at the Central Bank Rate (or in the case of Canadian Dollars, the Canadian

Prime Rate) for the applicable Foreign Currency plus the CBR Spread; provided that, if the

Administrative Agent determines (which determination shall be conclusive and binding absent manifest

error) that the Central Bank Rate (or in the case of Canadian Dollars, the Canadian Prime Rate) for the

applicable Foreign Currency cannot be determined, any outstanding affected Term Benchmark Loans

denominated in such Foreign Currency shall, at the Company’s election prior to such day: (A) be prepaid

by the applicable Borrower on such day or (B) solely for the purpose of calculating the interest rate

applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in such Foreign

Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest

at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time and

(2) any RFR Loan shall bear interest at the Central Bank Rate (or in the case of Canadian Dollars, the

Canadian Prime Rate) for the applicable Foreign Currency plus the CBR Spread; provided that, if the

Administrative Agent determines (which determination shall be conclusive and binding absent manifest

error) that the Central Bank Rate (or in the case of Canadian Dollars, the Canadian Prime Rate) for the

applicable Foreign Currency cannot be determined, any outstanding affected RFR Loans denominated in

any Foreign Currency, at the Company’s election, shall either (A) be converted into ABR Loans

denominated in Dollars (in an amount equal to the Dollar Amount of such Foreign Currency) immediately

or (B) be prepaid in full immediately.

(b)Notwithstanding anything to the contrary herein or in any other Loan Document,

if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the

Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark

Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement”

with respect to Dollars and/or Canadian Dollars for such Benchmark Replacement Date, such Benchmark

Replacement will replace such Benchmark (including any related adjustments) for all purposes hereunder

and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings

without any amendment to, or further action or consent of any other party to, this Agreement or any other

Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the

definition of “Benchmark Replacement” with respect to any Agreed Currency for such Benchmark

Replacement Date, such Benchmark Replacement will replace such Benchmark (including any related

adjustments) for all purposes hereunder and under any Loan Document in respect of any Benchmark

setting at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day after the date notice of

such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or

consent of any other party to, this Agreement or any other Loan Document so long as the Administrative

Agent has not received, by such time, written notice of objection to such Benchmark Replacement from

Lenders comprising the Required Lenders.

(c)(i) Notwithstanding anything to the contrary herein or in any other Loan

Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming

Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan

Document, any amendments implementing such Benchmark Replacement Conforming Changes will

become effective without any further action or consent of any other party to this Agreement or any other

Loan Document. (ii) Notwithstanding anything to the contrary herein or in any other Loan Document and

subject to the proviso below in this paragraph, with respect to a Loan denominated in Canadian Dollars, if

a Term CORRA Reelection Event and its related Benchmark Replacement Date have occurred prior to the

Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark

Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan

Document in respect of such Benchmark setting and subsequent Benchmark settings, without any

amendment to, or further action or consent of any other party to, this Agreement or any other Loan

Document; provided that, this clause (c)(ii) shall not be effective unless the Administrative Agent has

delivered to the Lenders and the Company a Term CORRA Notice. For the avoidance of doubt, the

Administrative Agent shall not be required to deliver a Term CORRA Notice after the occurrence of a

Term CORRA Reelection Event and may do so in its sole discretion.

(d)The Administrative Agent will promptly notify the Company and the Lenders of

(i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark

Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the

removal or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the

commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or

election that may be made by the Administrative Agent or, if applicable, any Lender (or group of

Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or

adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to

take or refrain from taking any action or any selection, will be conclusive and binding absent manifest

error and may be made in its or their sole discretion and without consent from any other party to this

Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this

Section 2.14.

(e)Notwithstanding anything to the contrary herein or in any other Loan Document,

at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the

then-current Benchmark is a term rate (including the Term SOFR Rate, the EURIBO Rate, the CIBO

Rate, or Term CORRA) and either (A) any tenor for such Benchmark is not displayed on a screen or other

information service that publishes such rate from time to time as selected by the Administrative Agent in

its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has

provided a public statement or publication of information announcing that any tenor for such Benchmark

is or will be no longer representative, then the Administrative Agent may modify the definition of

“Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-

representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is

subsequently displayed on a screen or information service for a Benchmark (including a Benchmark

Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be

representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent

may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate

such previously removed tenor.

(f)Upon the Company’s receipt of notice of the commencement of a Benchmark

Unavailability Period, the applicable Borrower may revoke any request for (i) a Term Benchmark

Borrowing, conversion to or continuation of Term Benchmark Loans to be made, converted or continued

or (ii) a RFR Borrowing or conversion to RFR Loans, during any Benchmark Unavailability Period and,

failing that, either (x) such Borrower will be deemed to have converted any request for a Term

Benchmark Borrowing or RFR Borrowing, as applicable, denominated in Dollars into a request for a

Borrowing of or conversion to (A) solely with respect to any such request for a Term Benchmark

Borrowing, an RFR Borrowing denominated in Dollars so long as the Adjusted Daily Simple RFR for

Dollar Borrowings is not the subject of a Benchmark Transition Event or (B) an ABR Borrowing if the

Adjusted Daily Simple RFR for Dollar Borrowings is the subject of a Benchmark Transition Event or (y)

any request relating to a Term Benchmark Borrowing or RFR Borrowing denominated in a Foreign

Currency shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for

the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based

upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in

any determination of the Alternate Base Rate. Furthermore, if any Term Benchmark Loan or RFR Loan

in any Agreed Currency is outstanding on the date of the Company’s receipt of notice of the

commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such

Term Benchmark Loan or RFR Loan, then until such time as a Benchmark Replacement for such Agreed

Currency is implemented pursuant to this Section 2.14, (A) for Loans denominated in Dollars any Term

Benchmark Loan shall on the last day of the Interest Period applicable to such Loan (or the next

succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent

to, and shall constitute, (x) an RFR Borrowing denominated in Dollars so long as the Adjusted Daily

Simple RFR for Dollar Borrowings is not the subject of a Benchmark Transition Event or (y) an ABR

Loan if the Adjusted Daily Simple RFR for Dollar Borrowings is the subject of a Benchmark Transition

Event, on such day and (B) for Loans denominated in a Foreign Currency, (1) any Term Benchmark Loan

shall, on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day

if such day is not a Business Day) bear interest at the Central Bank Rate (or in the case of Canadian

Dollars, the Canadian Prime Rate) for the applicable Foreign Currency plus the CBR Spread; provided

that, if the Administrative Agent determines (which determination shall be conclusive and binding absent

manifest error) that the Central Bank Rate (or in the case of Canadian Dollars, the Canadian Prime Rate)

for the applicable Foreign Currency cannot be determined, any outstanding affected Term Benchmark

Loans denominated in any Foreign Currency shall, at the Company’s election prior to such day: (A) be

prepaid by the applicable Borrower on such day or (B) solely for the purpose of calculating the interest

rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Foreign