Form 8-K

8-K — APi Group Corp

Accession: 0001193125-26-229096

Filed: 2026-05-18

Period: 2026-05-14

CIK: 0001796209

SIC: 7340 (SERVICES-TO DWELLINGS & OTHER BUILDINGS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — d69397d8k.htm (Primary)

EX-4.1 (d69397dex41.htm)

EX-10.1 (d69397dex101.htm)

EX-99.1 (d69397dex991.htm)

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GRAPHIC (g69397snap1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d69397d8k.htm · Sequence: 1

8-K

APi Group Corp false 0001796209 0001796209 2026-05-14 2026-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

05/14/2026

Date of Report (date of earliest event reported)

APi Group Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-39275

98-1510303

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1100 Old Highway 8 NW

New Brighton, MN 55112

(Address of principal executive offices and zip code)

(651) 636-4320

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

APG

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Amendment to Credit Agreement

On May 14, 2026 (the “Effective Date”), APi Group DE, Inc. (the “Borrower” or “Issuer”), a Delaware corporation and wholly owned subsidiary of APi Group Corporation (the “Company”), entered into and closed the transactions contemplated by that certain Amendment No. 9 to Credit Agreement (“Amendment No. 9”), by and among the Borrower, the Company, as a guarantor, certain subsidiaries of the Borrower party thereto, as guarantors, Citibank, N.A., as collateral agent and as administrative agent (in such collective capacities, the “Agent”), and the lenders party thereto, which amends that certain Credit Agreement, dated as of October 1, 2019, as amended by Amendment No. 1 to Credit Agreement, dated as of October 22, 2020, Amendment No. 2 to Credit Agreement, dated as of December 16, 2021, Amendment No. 3 to Credit Agreement, dated as of May 19, 2023, Amendment No. 4 to Credit Agreement, dated as of October 11, 2023, Amendment No. 5 to Credit Agreement, dated as of February 28, 2024, Amendment No. 6 to Credit Agreement, dated as of May 10, 2024, Amendment No. 7 to Credit Agreement, dated as of February 14, 2025, and Amendment No. 8 to Credit Agreement, dated as of May 20, 2025, by and among the Borrower, the Company, the subsidiary guarantors from time to time party thereto, the lenders and letter of credit issuers from time to time party thereto, and the Agent (as amended, supplemented or modified from time to time, the “Existing Credit Agreement”, and as amended by Amendment No. 9, the “Credit Agreement”).

Pursuant to Amendment No. 9, among other things: (i) the revolving credit commitments under the Credit Agreement were increased from $750 million to $1.0 billion, through a $250 million incremental revolving credit facility (the “Revolving Credit Facility”); (ii) the maturity date of the Revolving Credit Facility was extended to May 14, 2031; (iii) the letter of credit sublimit under the Revolving Credit Facility was increased from $250 million to $300 million; (iv) the maturity date of the Borrower’s existing term loan was extended to May 14, 2033; and (v) certain negative covenants, baskets and thresholds under the Credit Agreement were modified to provide the Borrower with additional operational flexibility.

The obligations under the Credit Agreement continue to be guaranteed by the Company and certain of its direct and indirect U.S., Canadian, U.K., Dutch and Hong Kong subsidiaries, and continue to be secured by substantially all of the assets of the Borrower and the guarantors, subject to customary exceptions.

The foregoing description of Amendment No. 9 is qualified in its entirety by reference to the full text of Amendment No. 9, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and is incorporated by reference into this Item 1.01.

Notes Offering

On May 14, 2026, the Issuer completed its offering of $500,000,000 in aggregate principal amount of 5.750% Senior Notes due 2034 (the “Notes”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

The Notes were issued under an indenture, dated as of May 14, 2026 (the “Indenture”), by and among the Issuer, the guarantors party thereto and Computershare Trust Company, N.A., as trustee. The Notes mature on June 1, 2034, and bear interest at a rate of 5.750% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026. The Company intends to use the net proceeds from the offering for general corporate purposes, including funding previously announced acquisitions and related fees and expenses.

Guarantees

The Notes are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the Company, as parent guarantor, and certain of the Company’s existing and future direct and indirect subsidiaries that guarantee the Credit Agreement, subject to certain permitted exceptions.

Ranking

The Notes and the guarantees are senior unsecured obligations and rank equally in right of payment with all existing and future senior unsecured indebtedness of the Issuer and the guarantors, respectively, including the Issuer’s existing 4.125% Senior Notes due 2029 and 4.750% Senior Notes due 2029. The Notes and the guarantees are effectively subordinated to the Issuer’s and the guarantors’ existing and future secured indebtedness, including indebtedness under the Credit Agreement, to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Notes.

Certain Covenants

The Indenture contains customary negative covenants that limit the ability of the Company and its restricted subsidiaries to engage in specified categories of transactions, including incurring additional indebtedness exceeding certain thresholds, making certain restricted payments and investments, disposing of assets subject to certain exceptions, incurring unpermitted liens, entering into transactions with affiliates, and consolidating, merging or selling all or substantially all of their assets. Many of these covenants will cease to apply if the Notes achieve investment grade ratings from at least two of Moody’s Investors Service, Inc., S&P Global Ratings and Fitch, Inc., subject to customary conditions, and will not be reinstated upon any subsequent downgrade. The Indenture also contains customary events of default and remedies.

Optional Redemption

Prior to June 1, 2029, the Issuer may redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount redeemed, plus a make-whole premium and accrued and unpaid interest. On or after June 1, 2029, the Issuer may redeem all or a portion of the Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest. In addition, prior to June 1, 2029, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes at 105.750% of the principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds of certain equity offerings, subject to customary conditions set forth in the Indenture.

Change of Control

Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the Notes will have the right to require the Issuer to repurchase its Notes at 101% of the principal amount thereof, plus accrued and unpaid interest.

The foregoing description is qualified in its entirety by reference to the full text of the Indenture and the form of the Notes, copies of which are filed as Exhibits 4.1 and 4.2 to this Report and are incorporated by reference into this Item 1.01.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.

Item 8.01

Other Events.

On May 15, 2026, the Company announced the closing of Amendment No. 9 and the offering of the Notes. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference.

Item 9.01

Financial Statements and Exhibits

(d): The following exhibits are being filed or furnished herewith:

Exhibit

No.

Description

4.1

Indenture, dated as of May 14, 2026, by and between APi Group DE, Inc., as issuer, the guarantors party thereto, and Computershare Trust Company, N.A., as trustee.

4.2

Form of 5.750% Senior Notes due 2034 (included in Exhibit 4.1).

10.1

Amendment No. 9 to Credit Agreement, dated as of May 14, 2026, among APi Group DE, Inc., as borrower, APi Group Corporation, the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent and collateral agent.

99.1

Press Release issued by APi Group Corporation on May 15, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

API GROUP CORPORATION

Date: May 18, 2026

By:

/s/ Louis B. Lambert

Name:

Louis B. Lambert

Title:

Senior Vice President, General Counsel and Secretary

EX-4.1

Filename: d69397dex41.htm · Sequence: 2

EX-4.1

Exhibit 4.1

API GROUP DE, INC.

AND EACH OF

THE GUARANTORS PARTY HERETO

5.750% SENIOR NOTES DUE 2034

INDENTURE

Dated as of

May 14, 2026

Computershare Trust Company, N.A.,

as Trustee

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01

Certain Definitions

Section 1.02

Other Definitions

Section 1.03

Rules of Construction

ARTICLE 2 THE NOTES

Section 2.01

Form and Dating

Section 2.02

Execution and Authentication

Section 2.03

Registrar and Paying Agent

Section 2.04

Paying Agent to Hold Money in Trust

Section 2.05

Holder Lists

Section 2.06

Transfer and Exchange

Section 2.07

Replacement Notes

Section 2.08

Outstanding Notes

Section 2.09

Treasury Notes

Section 2.10

Temporary Notes

Section 2.11

Cancellation

Section 2.12

Defaulted Interest

Section 2.13

Additional Notes

ARTICLE 3 REDEMPTION AND PREPAYMENT

Section 3.01

Notices to Trustee

Section 3.02

Selection of Notes to Be Redeemed or Purchased

Section 3.03

Notice of Redemption

Section 3.04

Effect of Notice of Redemption

Section 3.05

Deposit of Redemption or Purchase Price

Section 3.06

Notes Redeemed or Purchased in Part

Section 3.07

Optional Redemption

Section 3.08

Mandatory Redemption

Section 3.09

Offer to Purchase by Application of Excess Proceeds

Section 3.10

Redemption for Changes in Taxes

ARTICLE 4 COVENANTS

Section 4.01

Payment of Notes

Section 4.02

Maintenance of Office or Agency

Section 4.03

Reports

Section 4.04

Compliance Certificate

Section 4.05

[Reserved]

Section 4.06

Stay, Extension and Usury Laws

Section 4.07

Restricted Payments

Section 4.08

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Section 4.09

Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

Section 4.10

Asset Sales

Section 4.11

Transactions with Affiliates

Section 4.12

Liens

Section 4.13

Corporate Existence

Section 4.14

Offer to Repurchase Upon Change of Control

Section 4.15

Payments for Consent

Section 4.16

Additional Note Guarantees

Section 4.17

Designation of Restricted and Unrestricted Subsidiaries

Section 4.18

Covenant Fall-Away Event

Section 4.19

Additional Amounts

Section 4.20

Limited Condition Transactions.

100

ARTICLE 5 SUCCESSORS

101

Section 5.01

Merger, Consolidation or Sale of Assets

101

Section 5.02

Successor Corporation Substituted

103

ARTICLE 6 DEFAULTS AND REMEDIES

104

Section 6.01

Events of Default

104

Section 6.02

Acceleration

106

Section 6.03

Other Remedies

106

Section 6.04

Waiver of Past Defaults

107

Section 6.05

Control by Majority

107

Section 6.06

Limitation on Suits

107

Section 6.07

Rights of Holders of Notes to Receive Payment

108

Section 6.08

Collection Suit by Trustee

108

Section 6.09

Trustee May File Proofs of Claim

108

Section 6.10

Priorities

109

Section 6.11

Undertaking for Costs

109

ARTICLE 7 TRUSTEE

109

Section 7.01

Duties of Trustee

109

Section 7.02

Rights of Trustee and Agents

111

Section 7.03

Individual Rights of Trustee

112

Section 7.04

Trustee’s Disclaimer

112

Section 7.05

Notice of Defaults

113

Section 7.06

[Reserved]

113

Section 7.07

Compensation and Indemnity

113

Section 7.08

Replacement of Trustee

114

Section 7.09

Successor Trustee by Merger, etc.

115

Section 7.10

Eligibility; Disqualification

115

Section 7.11

Resignation of Agents

115

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

115

Section 8.01

Option to Effect Legal Defeasance or Covenant Defeasance

115

Section 8.02

Legal Defeasance and Discharge

116

Section 8.03

Covenant Defeasance

116

Section 8.04

Conditions to Legal or Covenant Defeasance

117

Section 8.05

Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions

118

Section 8.06

Repayment to Company

119

Section 8.07

Reinstatement

119

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER

120

Section 9.01

Without Consent of Holders of Notes

120

Section 9.02

With Consent of Holders of Notes

121

Section 9.03

Revocation and Effect of Consents

123

Section 9.04

Notation on or Exchange of Notes

123

Section 9.05

Trustee to Sign Amendments, etc.

123

ARTICLE 10 NOTE GUARANTEES

124

Section 10.01

Guarantee

124

Section 10.02

Limitation on Guarantor Liability

125

Section 10.03

Execution and Delivery of Note Guarantee

125

Section 10.04

Releases

126

ARTICLE 11 SATISFACTION AND DISCHARGE

127

Section 11.01

Satisfaction and Discharge

127

Section 11.02

Application of Trust Money

128

ARTICLE 12 MISCELLANEOUS

129

Section 12.01

Notices

129

Section 12.02

Certificate and Opinion as to Conditions Precedent

130

Section 12.03

Statements Required in Certificate or Opinion

131

Section 12.04

Rules by Trustee and Agents

131

Section 12.05

No Personal Liability of Directors, Officers, Employees and Stockholders

131

Section 12.06

Governing Law

131

Section 12.07

No Adverse Interpretation of Other Agreements

132

Section 12.08

Successors

132

Section 12.09

Severability

132

Section 12.10

Counterpart Originals

132

Section 12.11

Table of Contents, Headings, etc.

133

iii

Section 12.12

Currency of Account; Conversion of Currency; Foreign Exchange Restrictions

133

Section 12.13

Calculations

135

Section 12.14

Compliance with European Sanctions and International Embargoes

135

Section 12.15

Note Purchases by Company and Affiliates

135

EXHIBITS

Exhibit A

FORM OF NOTE

Exhibit B

FORM OF CERTIFICATE OF TRANSFER

Exhibit C

FORM OF CERTIFICATE OF EXCHANGE

Exhibit D

FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Exhibit E

FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

INDENTURE dated as of May 14, 2026 between APi Group DE, Inc., a Delaware corporation

(the “Company”), the Guarantors (as defined below), and Computershare Trust Company, N.A. as Trustee.

The Company, the

Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 5.750% Senior Notes due 2034 (the “Notes”).

ARTICLE 1

DEFINITIONS AND

INCORPORATION BY REFERENCE

Section 1.01 Certain Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend

and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule

144A.

“Acquired Indebtedness” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted

Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with

Sections 2.13 and 4.09 hereof, as part of the same series as the Initial Notes.

“Advisory Agreement” means the

Advisory Services Agreement, dated as of October 1, 2019 between Holdings and Mariposa Capital, LLC.

“Affiliate”

of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with

correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or

cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, transfer agent, Paying Agent, authenticating agent or additional Paying Agent.

“Applicable Currency Equivalent” means, with respect to any monetary

amount in a currency other than U.S. dollars, at any time for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the

purchase of U.S. dollars with the applicable foreign currency as quoted by Reuters at approximately 10:00 A.M. (New York time) on the date not more than two Business Days prior to such determination.

“Applicable Premium” means, as calculated by the Company with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; or

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at

June 1, 2029 (such redemption price being set forth in the table appearing in Section 3.07(d) hereof), plus (ii) all required interest payments due on such Note through June 1, 2029 (excluding accrued but unpaid interest to the

Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note,

the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset

Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a

series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of Holdings or any Restricted Subsidiary (each referred to in this definition as a

“disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other than

Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 herein), whether in a single transaction or a series of related transactions;

in each case, other than:

(a)

any disposition of Cash Equivalents or Investment Grade Securities or surplus, excess, obsolete, damaged, unnecessary, unsuitable or worn-out property, equipment or other assets in the ordinary course of

business or any disposition of property or assets in connection with scheduled turnarounds, maintenance and equipment and facility updates or any disposition of any inventory, immaterial assets or goods (or other assets) held for sale or no longer

used in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of Holdings in

a manner permitted pursuant to, the provisions of Section 5.01 herein or any disposition that constitutes a Change of Control under this Indenture;

Section 4.07 herein or under the definition of “Permitted Investment”;

(d) any disposition of

assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $50.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to Holdings or by Holdings or a

Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Code or

comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment, sub-lease, license or

sub-license of any real or personal property in the ordinary course of business;

(h) any issuance, sale or pledge of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures, condemnations, eminent domain or any similar action with respect to any property or other assets;

(j) the granting of Liens not prohibited by this Indenture;

(k) sales or discounts of accounts receivable, or participations therein, in connection with any Receivables Facility and any

transactions in connection with the Factoring Program;

(l) any financing transaction with respect to the acquisition or

construction of property by Holdings or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted under this Indenture;

(m) the licensing and sub-licensing of intellectual property or other general

intangibles in the ordinary course of business or consistent with past practice;

(n) the sale, lease, assignment, license,

sublease or discount or other disposition of inventory, equipment, accounts receivable, notes receivable or other current assets in the ordinary course of business or the conversion of accounts receivable to notes receivable or other dispositions of

accounts receivable in connection with the collection or compromise thereof;

(o) any surrender, termination or waiver of contract rights or the

settlement, release, recovery on or surrender of contract rights or other litigation claims in the ordinary course of business;

(p) any liquidation or dissolution of a Restricted Subsidiary of Holdings, provided that such Restricted Subsidiary’s

direct parent is also either Holdings or a Restricted Subsidiary of Holdings and immediately becomes the owner of such Restricted Subsidiary’s assets;

(q) the sale, transfer, termination, unwinding or other disposition of any Hedging Obligations;

(r) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to,

customary buy/sell or put/call arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(s) the lapse, cancellation or abandonment of intellectual property rights in the ordinary course of business, which in the

reasonable good faith determination of the Company are not material to the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole;

(t) the issuance of directors’ qualifying shares and shares issued to foreign nationals or other third parties as

required by applicable law;

(u) any trade-in of equipment by Holdings or any

Restricted Subsidiary of Holdings in exchange for other equipment; provided that in the good faith judgment of the Company, the Company or such Restricted Subsidiary receives equipment having a fair market value equal or greater than the equipment

being traded in;

(v) dispositions of assets (including, without limitation, assets of acquired Subsidiaries) after the

acquisition thereof (or, as applicable, the acquisition of such acquired Subsidiary) if such assets are not used or useful in the core or principal business of the Company and its Restricted Subsidiaries (in the good faith determination of the

Company, whose determination shall be conclusive); and

(w) any disposition deemed to occur with creating, granting or

perfecting a Lien not otherwise prohibited by this Indenture.

“Asset Sale Offer” has the meaning set forth in

Section 4.10(c) under this Indenture.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or

state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in

Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such

right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“board of directors” means, with respect to a corporation, the board of directors of the corporation, and with respect to

any other Person, the board or committee of such Person, or board of directors of the general partner or general manager of such Person serving a similar function.

“Business Day” means each day which is not a Legal Holiday.

“Calculation Date” means the date on which the event for which the calculation of the Senior Secured Leverage Ratio, Total

Net Leverage Ratio or the Fixed Charge Coverage Ratio, as applicable, shall occur.

“Canadian Pension Plan” means a

“registered pension plan”, as that term is defined in subsection 248(1) of the Income Tax Act (Canada), which is sponsored, administered or contributed to, or required to be contributed to by, any primary obligor or under which any

primary obligor has any liability.

“Capital Stock” means:

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

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other

equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company,

partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers

on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in

respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that any obligations of Holdings or any

Restricted Subsidiary either existing on the Issue Date or created prior to any recharacterization described below (i) that were not included on the consolidated balance sheet of Holdings as capital lease obligations and (ii) that are

subsequently recharacterized as capital lease obligations due to a change in accounting treatment or otherwise, shall for all purposes under this Indenture (including, without limitation, the calculation of Consolidated Net Income and EBITDA) not be

treated as capital lease obligations, Capitalized Lease Obligations or Indebtedness.

“Captive Insurance Subsidiary” means (i) any Subsidiary established

by Holdings for the primary purpose of insuring the business or properties owned or operated by Holdings or any of its Subsidiaries or (ii) any Subsidiary of any such insurance subsidiary established for the same primary purpose described in

clause (i) above.

“Cash Equivalents” means:

(1) United States Dollars;

(2) (a) Canadian Dollars, pounds sterling, yen and euros; or (b) such local currencies held by Holdings or any Restricted

Subsidiary from time to time in the ordinary course of business;

(3) securities issued or directly and fully and

unconditionally guaranteed or insured by the U.S. government (or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of the U.S. government), with maturities of

24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and Eurodollar time deposits

with maturities of 24 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than

$500.0 million in the case of U.S. banks and $100.0 million (or the U.S. Dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) above entered into with

any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at

least P-1 by Moody’s or at least A-1 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from

another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P,

respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any

political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of

“A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

(11) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses

(1) and (2) above; provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“CFC Holdco” means a Subsidiary that has no material assets other than equity interests or equity interests and

indebtedness in one or more CFCs or other CFC Holdcos.

“CFC” means a “controlled foreign corporation”

within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended.

“Change of Control” means the

occurrence of any of the following after the Issue Date:

(1) the sale, lease or transfer, in one or a series of related

transactions, of all or substantially all of the assets of Holdings and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) Holdings becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy,

vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of

acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions,

by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the

total voting power of the Voting Stock of Holdings or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of Holdings.

“Clearstream” means Clearstream Banking, S.A., or any successor securities clearance agency.

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

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total

amount of depreciation and amortization expense and capitalized fees related to any Receivables Facility and amortization of intangible assets, debt issuance costs, commissions, fees and expenses, including the amortization of deferred financing

fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any

period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries

for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all

commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any

non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease

Obligations and (e) net payments, if any, made (less net payments, if any, received) pursuant to interest rate Hedging Obligations with respect to Indebtedness and excluding (t) penalties and interest relating to taxes; (u) accretion

or accrual of discounted liabilities not constituting Indebtedness, (v) any expense resulting from the discounting of any outstanding Indebtedness in connection with the application of purchase accounting in connection with any acquisition,

(w) any “additional interest” with respect to other securities, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing

fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

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

less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably

determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person

and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of

accounting policies during such period shall be excluded,

(2) any after-tax effect

of income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued

operations shall be excluded,

(3) any after-tax effect of gains or

losses (less all fees and expenses relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business, as determined in good faith by

Holdings, shall be excluded,

(4) the Net Income for such period of any Person that is not a Subsidiary or is an

Unrestricted Subsidiary or that is accounted for by the equity method of accounting, shall be excluded; provided, however, that such income or loss of such Person shall be included for such period to the extent Consolidated Net Income and

consolidated EBITDA are being calculated on a pro forma basis in accordance with this Indenture; and provided, further, that Consolidated Net Income of Holdings shall be increased by the amount of dividends or distributions or other payments

that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(5) solely for the purpose of determining the amount available for Restricted Payments under Section 4.07(a)(III)(A)

hereof, the Net Income for such period of any Restricted Subsidiary (other than any Subsidiary Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net

Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree,

order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that

Consolidated Net Income of Holdings will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to Holdings or a Restricted Subsidiary thereof

in respect of such period, to the extent not already included therein,

(6) any

after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(7) any impairment charge or asset write-off or

write-down, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets or investments in debt and equity securities or as a result of a change in law or regulation, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be

excluded,

(8) any non-cash compensation or similar charge or expense or reduction

of revenue, including any such charge or amount arising from grants of stock appreciation or similar rights, stock options, restricted stock or other rights and any cash charges associated with the rollover, acceleration or payout of Equity

Interests by management, other employees or business partners of Holdings or any of its direct or indirect parent companies or subsidiaries shall be excluded,

(9) any fees, expenses or charges incurred during such period, or any

amortization thereof for such period, in connection with any acquisition, disposition, recapitalization, Investment, Asset Sale, issuance, repayment or amendment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or

modification of any debt instrument (in each case, including, without limitation, any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed), any non-cash

expenses or charges recorded in accordance with GAAP relating to currency valuation of foreign denominated debt and any charges or non-recurring merger costs incurred during such period as a result of any such

transaction including, without limitation, any non-cash expenses or charges recorded in accordance with GAAP relating to equity interests issued to non-employees in

exchange for services provided in connection with any acquisition or business arrangement (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) shall be excluded,

(10) all extraordinary, unusual or non-recurring charges, gains and losses

(including, without limitation, all restructuring costs, facilities relocation costs, acquisition integration costs and fees, including cash severance payments made in connection with acquisitions, and any expense or charge related to the repurchase

of Capital Stock or warrants or options to purchase Capital Stock), and the related tax effects according to GAAP shall be excluded,

(11) inventory purchase accounting adjustments and amortization and impairment charges resulting from other purchase accounting

adjustments in connection with acquisition transactions shall be excluded,

(12) the income of any Person (other than a

Restricted Subsidiary) in which any other Person (other than a wholly-owned Restricted Subsidiary or any director holding qualifying shares in accordance with applicable law) has an interest, except to the

extent of the amount of dividends or other distributions actually paid to a wholly-owned Restricted Subsidiary by such Person shall be excluded,

(13) the following items shall be excluded:

(a) any net unrealized gain or loss (after any offset) resulting in such period from Hedging Obligations and the application of

ASC 815 Derivatives and Hedging; and

(b) foreign currency and other non-operating

gain or loss and foreign currency gain (loss) included in other operating expenses including any net unrealized gain or loss (after any offset) resulting in such period from currency translation gains or losses related to currency remeasurements of

Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

In addition, to the extent not already included in the Consolidated Net Income of such

Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds actually received from business interruption insurance and reimbursements of any expenses

and charges that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture.

Notwithstanding the foregoing, for purposes of Section 4.07 only (other than Section 4.07(a)(III)(D)), there shall be excluded from

Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by Holdings and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from Holdings and its Restricted

Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by Holdings or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted

Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to Section 4.07(a)(III)(D).

For the avoidance of doubt, cash amounts used by Holdings or its Subsidiaries to make purchases of debt (including, without limitation,

purchases of term loans or Notes) shall not reduce Consolidated Net Income, nor will any non-cash gain associated with the cancellation of such purchased debt increase Consolidated Net Income.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases,

dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any

obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property

constituting direct or indirect security therefor,

(2) to advance or supply funds

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

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

the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner

of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default, as the case may

be, has not been cured or waived.

“Corporate Trust Office of the Trustee” means the address of the Trustee specified

in Section 12.01 hereof or such other address as to which the Trustee may designate from time to time by notice to the Company.

“Covenant Fall-Away Event” has the meaning set forth in Section 4.18.

“Credit Facilities” means, with respect to Holdings or any of its

Restricted Subsidiaries, one or more debt facilities, including the Senior Secured Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures), providing for revolving credit loans,

term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments,

supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or

commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is

permitted under Section 4.09 herein) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of

Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in

accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note”

attached thereto.

“Derivative Instrument” with respect to a Person, means any contract, instrument or other right to

receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a

party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the

Company and/or any one or more of the Guarantors (the “Performance References”).

“Depositary”

means, with respect to the Notes issuable or issued, in whole or in part, in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary

hereunder and having become such pursuant to the applicable provisions of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by Holdings or a Restricted Subsidiary in connection with an Asset Sale that is

so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of Holdings, less the

amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of Holdings or any

parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by Holdings or any of its Subsidiaries) and is so

designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of Holdings or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash

proceeds of which are excluded from the calculation set forth in Section 4.07(a)(III).

“Disqualified Stock”

means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is

mandatorily redeemable (other than solely as a result of a change of control, asset sale or ceasing to be listed for trading on a national securities exchange or ceasing to be traded in contemplation thereof or other than redeemable for Capital

Stock of such Person that is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control, asset sale or ceasing to be

listed for trading on a national securities exchange or ceasing to be traded in contemplation thereof or other than redeemable for Capital Stock of such Person that is not itself Disqualified Stock), in whole or in part, in each case prior to the

date 91 days after the maturity date of the Notes and if and to the extent that any of the foregoing would appear as a liability upon a balance sheet (excluding footnotes thereto) of such Person prepared in accordance with GAAP; provided,

however, that if such Capital Stock is issued to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be

required to be repurchased by Holdings or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary that is organized or existing under the laws of the United

States, any state thereof, or the District of Columbia other than any such Restricted Subsidiary that is a CFC Holdco or a Subsidiary of a Foreign Subsidiary that is a CFC.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1) increased (without duplication) by the following, in each case (other than clause (g) below) to the extent deducted

(and not added back) in determining Consolidated Net Income for such period:

(a) provision for taxes based on income or

profits or capital gains, including, without limitation, state, franchise and similar taxes (such as the Delaware franchise tax, the Pennsylvania capital tax, Texas margin tax and provincial capital taxes paid in Canada) and foreign withholding

taxes and penalties and interest relating to taxes of such Person paid or accrued during such period deducted and not added back in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period (including (x) net losses on Hedging Obligations or other derivative

instruments entered into for the purpose of hedging interest rate risk and unrealized losses in respect of Obligations under swap contracts, (y) bank fees and (z) costs of surety bonds in connection with financing activities, in each case,

to the extent included in Fixed Charges), together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (1)(t) through (z) thereof to the extent the same were deducted (and not added

back) in calculating such Consolidated Net Income; plus

such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) the amount of any restructuring charges, integration, acquisition or disposition (or potential acquisition or disposition)

related costs (whether incurred prior to, or after, the consummation of any such acquisition or disposition (or potential acquisition or disposition)), retention or separation charges, stock option and any other

equity-based compensation expenses deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection

with acquisitions and dispositions (or potential acquisitions or dispositions) before or after the Issue Date and costs related to the closure, transfer, sale and/or consolidation of facilities; plus

(e) any other non-cash charges, expenses or losses (including, but not limited to, non-cash rent expense, impairment of goodwill or other intangible assets and exchange rate losses) of Holdings or any Restricted Subsidiary (including any write-offs or write-downs, reducing Consolidated Net Income for such period) (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in

any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(f) income attributable to non-controlling interests in Subsidiaries to the extent

deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(g) (i) the amount of net

cost savings, synergies and operating expense reductions, other operating improvements and initiatives projected by Holdings in good faith to be realized as a result of actions initiated or to be initiated or taken on or prior to the date that is 24

months after the Issue Date or 24 months after the consummation or initiation, as the case may be, of any acquisition, amalgamation, merger, disposition, operational change or initiative or other action, plan or transaction and prior to or during

such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions plus (ii) corporate operating

costs allocated out of Holdings and its Restricted Subsidiaries to Unrestricted Subsidiaries; provided that (x) such cost savings are reasonably identifiable and quantifiable and (y) no cost savings shall be added pursuant to this

clause (g) to the extent duplicative of any expenses or charges relating to such cost savings that are either excluded in computing Consolidated Net Income or included (i.e., added back) in computing “EBITDA” for such period;

provided, further, that the adjustments pursuant to this clause (g) may be incremental to (but not duplicative of) pro forma adjustments made pursuant to the definition

of “Fixed Charge Coverage Ratio”; provided, further, that the aggregate amount of add backs made pursuant to this clause (g) shall not exceed an amount equal to 20% of EBITDA for the period of four consecutive

fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (g)); plus

(h) any costs or expense incurred by Holdings or a Restricted Subsidiary pursuant to any management equity plan or stock option

plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Holdings or net cash proceeds

of an issuance of Equity Interests of Holdings (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in Section 4.07(a)(III); plus

(i) the amount of management, monitoring, consulting, customary transaction and advisory fees (including termination fees) and

related indemnities and expenses paid or accrued in such period under the Advisory Agreement or otherwise to Permitted Holders to the extent otherwise permitted under Section 4.11 and similar fees paid by Holdings, the Company and their

Affiliates (prior to the Issue Date) and deducted (and not added back) in such period in computing Consolidated Net Income; plus

(j) the amount of any earn-out payments, contingent consideration or deferred purchase

price of any kind in conjunction with acquisitions; plus

(k) losses to the extent reimbursable by third parties in

connection with any acquisition permitted hereunder, as determined in good faith by Holdings; plus

(l) expenses

during such period in connection with the settlement of any litigation or claim involving Holdings or a Restricted Subsidiary; plus

(m) expenses and charges related to the incurrence of the Notes, any refinancing of the Existing Notes, and amending or

incurring additional financing in connection therewith; plus

(n) non-cash

charges or amounts recorded in connection with purchase accounting (including, without limitation, any applicable to future acquisitions that are permitted by this Indenture); plus

(o) non-cash purchase accounting adjustments during such period relating to the

writedown of deferred revenue (whether billed or unbilled) that are the result of accounting for any acquisition; plus

(p) the amount of any expense related to the minority interests; plus

(q) any non-cash expenses or charges

recorded in accordance with GAAP relating to currency valuation of foreign denominated debt, any non-cash expenses or charges recorded in accordance with GAAP relating to equity interests issued to non-employees in exchange for services provided in connection with any acquisition or business arrangement (in each case, including, without limitation, any such transaction undertaken but not completed);

plus

(r) debt discount and debt issuance costs, fees, charges, commissions or other related or similar costs during

such period, in each case incurred in connection with Indebtedness permitted to be incurred hereunder (whether or not such Indebtedness has been incurred); plus

(s) fees, costs and expenses incurred under the Senior Secured Credit Facilities for such period; plus

(t) fees, costs and expenses incurred under the Existing Notes for such period; plus

(u) transaction fees, costs and expenses during such period in connection with any investment (including, without limitation,

any acquisitions permitted by this Indenture), disposition, recapitalization or issuance of Equity Interests and incurrence of Indebtedness or similar transactions, in each case, to the extent permitted under this Indenture and whether or not such

investment, disposition, recapitalization, issuance of Equity Interests or Indebtedness or acquisition shall have been consummated; and

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net

Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period.

“Equity Interests” means Capital Stock and all warrants, options or other rights, including, without limitation, restricted

stock, restricted stock units or performance units, to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of Holdings (excluding Disqualified

Stock) or any of its direct or indirect parent companies to the extent contributed to Holdings as equity (other than Disqualified Stock), other than:

(1) public offerings with respect to Holdings’ or any direct or indirect parent company’s common stock registered

on Form S-4 or Form S-8;

(2) issuances to

any Subsidiary of Holdings; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system, or any successor securities clearance

agency.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and

the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds,

marketable securities or Qualified Proceeds received by Holdings from

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of Holdings or to any management equity plan or stock option plan or any other

management or employee benefit plan or agreement of Holdings) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of Holdings,

in each case after the Issue Date and in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by the principal

financial officer of Holdings on the date such capital contributions are made or the date such Capital Stock is sold, as the case may be, which are excluded from the calculation set forth in Section 4.07(a)(III) hereof.

“Existing Notes” means the $350 million aggregate principal amount of 4.125% Senior Notes due 2029 issued on

June 22, 2021 and the $300 million aggregate principal amount of 4.750% Senior Notes due 2029 issued on October 21, 2021.

“Factoring Program” means any agreements or facilities entered into by Holdings or any of its Subsidiaries for the purpose

of factoring its receivables or payables for cash distribution.

“fair market value” means, with respect to any asset

or liability, the fair market value of such asset or liability as determined by Holdings in good faith.

“Family”

means, with respect to any Person, (i) the current and former spouses of such Person and (ii) the ancestors, siblings and descendants, whether by blood or adoption, of such Person.

“Fitch” means Fitch Ratings and any successor to its rating agency business.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such

period to the Fixed Charges of such Person for such period. In the event that Holdings or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving

credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is

being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall

be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at

the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions,

dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by Holdings or any of its Restricted Subsidiaries during the four-quarter reference

period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis, assuming that all such Investments, acquisitions, dispositions,

mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter

reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into Holdings or any of its Restricted Subsidiaries since the beginning of such period shall have made any

Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for

such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to an Investment, acquisition, disposition, merger or

consolidation or any other transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Holdings (and may include, for the avoidance of doubt and without duplication, cost savings,

synergies and operating expense resulting from such Investment, acquisition, disposition, merger or consolidation or other transaction, in each case calculated in the manner described in the definition of “EBITDA” herein). 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 Fixed Charge Coverage Ratio Calculation Date had been the applicable

rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or

accounting officer of Holdings to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility

computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally

be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate

chosen as Holdings may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred

Stock during such period; and

(3) all cash dividends or other distributions paid or accrued (excluding items eliminated in

consolidation) on any series of Disqualified Stock during such period.

“Foreign Plan” means each employee benefit plan maintained or contributed

to by Holdings, the Company or any Restricted Subsidiary that is not subject to United States law or Canadian law.

“Foreign

Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, or the District of Columbia and any Restricted Subsidiary of

such Foreign Subsidiary.

“GAAP” means (1) generally accepted accounting principles in the United States of

America which are in effect on the Issue Date or (2) if elected by the Company by written notice to the Trustee in connection with the delivery of financial statements and information, the accounting standards and interpretations

(“IFRS”) adopted by the International Accounting Standard Board, as in effect during the period for which the Company is making such election; provided, that (a) all financial statements and reports required to be

provided after such election pursuant to this Indenture shall be prepared on the basis of IFRS and (b) from and after such election, all ratios, computations and other determinations based on GAAP contained in this Indenture shall be computed

in conformity with IFRS.

“Global Note Legend” means the legend set forth in Section 2.06(f)(2) hereof, which is

required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and

collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears the

Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), or 2.06(d) hereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged;

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of

America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America which are not callable or redeemable at the option of the issuers thereof, and shall also include a depository

receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such

custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any

amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt; or

(3) AAA rated money market mutual funds, where 100% of the holdings are in securities described in clauses (1) or (2) of

this definition of Government Securities or repurchase agreements that are fully collateralized by securities described in clauses (1) or (2) of this definition of Government Securities.

“Governmental Authority” means the government of the United States or any

other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or

administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central bank).

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of

business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

“Guarantee” means the guarantee by any Guarantor of the Company’s Obligations under this Indenture and the Notes.

“Guarantor” means Holdings, each Subsidiary of Holdings (other than the Company) that Guarantees the Notes and any

other Person that becomes a Guarantor in accordance with the terms of this Indenture.

“Hedging Obligations” means,

with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign

exchange contract, currency swap agreement or similar agreement providing for the transfer, modification or mitigation of interest rate, commodity or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Holdings” means APi Group Corporation, a Delaware corporation.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or,

without duplication, reimbursement agreements in respect thereof);

purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and

(ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

(d) representing net obligations under any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance

sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise

included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise on, the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet

of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured

by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person, the amount of such obligation being deemed to be the lesser of the value of such asset or the amount of the obligation so secured;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred

in the ordinary course of business or (b) any obligations under or in respect of Receivables Facilities, Factoring Program, operating leases, or Sale and Lease-Back Transactions (except any resulting

Capitalized Lease Obligations).

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of Holdings,

qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a

beneficial interest in a Global Note through a Participant.

“Initial Notes” means the first $300,000,000 aggregate

principal amount of Notes issued under this Indenture on the Issue Date.

“Initial Purchasers” means Citigroup Global

Markets Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp., CIBC World Markets Corp., HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Santander US

Capital Markets LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc., UBS Securities LLC and Wells Fargo Securities, LLC.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule

501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

“Intermediate Parent” means any

Subsidiary of Holdings that, directly or indirectly, owns any Equity Interest of the Company.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or

the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or

instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade

Rating, but excluding any debt securities or instruments constituting loans or advances among Holdings and its Subsidiaries;

(3) investments in any fund that invests at least 95% of its assets in investments of the type described in clauses (1), (2) or

(4) of this definition, which fund may also hold immaterial amounts of cash pending investment and/or distribution; and

(4) corresponding instruments of the general type described in clauses (1), (2) or (3) of this definition in countries

other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to

any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees of Indebtedness), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers,

commission, travel and similar advances to directors, officers, employees and consultants in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities

issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of Holdings in the same manner as the other investments included in this definition to the extent such transactions

involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 herein:

(1) “Investments” shall include the portion (proportionate to Holdings’ equity interest in such Subsidiary)

of the fair market value of the net assets of a Subsidiary of Holdings at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted

Subsidiary, Holdings shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) Holdings’ “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to Holdings’ equity interest in such Subsidiary) of the fair market value of the net

assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted

Subsidiary shall be valued at its fair market value at the time of such transfer.

The amount of any Investment outstanding at any time shall be the original cost of such

Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in Cash Equivalents by Holdings or a Restricted Subsidiary in respect of such Investment.

“Issue Date” means May 14, 2026.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in

the State of New York or a Place of Payment with respect to the Notes.

“Lien” means, with respect to any asset, any

mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale

or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent

statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Limited Condition Transaction” shall mean any acquisition by way of merger, amalgamation or consolidation, by the Company

or one or more of its Restricted Subsidiaries, the consummation of which is not conditioned on the availability of, or on obtaining, third party financing.

“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the

payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase,

with negative changes to the Performance References.

“LTM EBITDA” means EBITDA of Holdings and its Restricted

Subsidiaries on a consolidated basis for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such LTM EBITDA is being calculated determined on a pro forma

basis in a manner consistent with the definition of Fixed Charge Coverage Ratio.

“Market Capitalization” means,

with respect to the making of any Restricted Payment, an amount equal to the product of:

(a) the total number of issued

and outstanding shares of common Equity Interests of Holdings on the date of declaration of such Restricted Payment multiplied by

(b) the arithmetic mean of the closing prices per share of such Equity Interests on the principal securities exchange on which

such Equity Interests are listed for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

“Moody’s” means Moody’s Investors Service, Inc. and any

successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such

Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net

Proceeds” means the aggregate cash proceeds and Cash Equivalents received by Holdings or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash and Cash Equivalents received upon the sale or other disposition

of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated

Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result

thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of Indebtedness secured by a Lien on such assets (other than required by

Section 4.10(b)(1) herein) and any deduction of appropriate amounts to be provided by Holdings or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such

transaction and retained by Holdings or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related

to environmental matters or against any indemnification obligations associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note

Guarantee” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, set forth in Article 10 of this Indenture.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and any Additional Notes shall

be treated as a single class for all purposes under this Indenture; provided that if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN

number, if applicable. Unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

“Net Short” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value

of its Short Derivative Instruments exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been

the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Company or any Guarantor immediately prior to such date of determination.

“Obligations” means any principal, interest (including any interest

accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal

or foreign law), premium, penalties, fees, expenses, costs, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of

payment of such principal, interest, penalties, fees, expenses, costs, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum dated as of May 7, 2026 relating to the initial offering of the

Notes.

“Officer” means the Executive Chairman of the board of directors, Chief Executive Officer, Chief Financial

Officer, Chief Operating Officer, President, any Executive Vice President, Senior Vice President or Vice President, Treasurer or Secretary of the Company or a Guarantor or any manager, member, general partner or other authorized person that is

authorized to act on behalf of a Guarantor.

“Officer’s Certificate” means a certificate signed on behalf of

Holdings, the Company or a Subsidiary by an Officer of Holdings, the Company or a Subsidiary (or alternatively (i) if such Subsidiary is a general partnership, one of the partners of such Subsidiary and (ii) if such Subsidiary is a limited

liability company, one or more members of such Subsidiary).

“Opinion of Counsel” means a written opinion from legal

counsel who is acceptable to the Trustee, that meets the requirements of Section 12.02 hereof; provided, however, that the counsel may be an employee of or counsel to Holdings, the Company or a Subsidiary of the Company.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the

Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC (as defined herein), shall include Euroclear and Clearstream).

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a

combination of Related Business Assets and cash and Cash Equivalents between Holdings or any of its Restricted Subsidiaries and another Person; provided, that any cash and Cash Equivalents received are applied in accordance with

Section 4.10 herein.

“Permitted Holders” means each of (i) Sir Martin E. Franklin or Ian G.H. Ashken;

(ii) any member of the Family of Sir Martin E. Franklin or Ian G.H. Ashken; (iii) any conservatorship, custodianship or decedent’s estate of any Person specified in the foregoing clauses (i) or (ii); (iv) any trust established

for the benefit of any Person specified in the foregoing clauses (i) or (ii); or (v) any corporation, limited liability company, partnership or other entity, the controlling equity interests in which are held by or for the benefit of any

one or more Person specified in the foregoing clauses (i) or (ii).

“Permitted Investment” means:

(1) any Investment in Holdings or any of its Restricted Subsidiaries or any entity that will become a Restricted Subsidiary as

a result of such Investment;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by Holdings or any of its Restricted Subsidiaries in a

Person (including, to the extent constituting an Investment, in assets of a Person that represent substantially all of its assets or a division, business unit or product line, including research and development and related assets in respect of any

product) that is engaged directly or through entities that will be Restricted Subsidiaries if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into,

or transfers or conveys substantially all of its assets (or such division, business unit or product line) to, or is liquidated into, Holdings or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment held by such Person was not acquired by such Person in

contemplation of such acquisition, merger, amalgamation, consolidation or transfer;

(4) any Investment in securities or

other assets, including earn-outs, not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to Section 4.10(a) herein or any other

disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date or made pursuant to

binding commitments in effect on the Issue Date and any Investment consisting of any extension, modification, renewal , replacement, refunding or refinancing of any such Investment or binding commitment existing on the Issue Date; provided,

that the amount of any such Investment may be increased in such extension, modification or renewal only (a) as required by the terms of such Investment or binding commitment as in existence on the Issue Date (including as a result of the

accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (b) as otherwise permitted hereunder;

(6) any Investment acquired by Holdings or any of its Restricted Subsidiaries:

(a) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade

credit in the ordinary course of business;

(b) in exchange for any other Investment or accounts receivable, endorsements

for collection or deposit held by Holdings or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable (including any

trade counterparty or customer);

(d) as a result of a foreclosure by Holdings or any of its Restricted Subsidiaries with respect to any secured Investment or

other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under Section 4.09(b)(10) herein;

(8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of Holdings, or any

of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under Section 4.07(a)(III) herein;

(9) guarantees of Indebtedness or other obligations of Holdings and any Restricted Subsidiary permitted under Section 4.09

herein;

(10) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the

provisions of Section 4.11(b) (except transactions described in clauses (2), (4) and (7) thereof);

(11)

Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(12) additional

Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the

proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $425.0 million and (y) 40% of LTM EBITDA at the time of such Investment (with the fair market value of each Investment being measured at

the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (12) is made in any Person that is not a Restricted Subsidiary of Holdings at the date of

the making of such Investment and such Person becomes a Restricted Subsidiary of Holdings after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to

this clause (12) for so long as such Person continues to be a Restricted Subsidiary of Holdings;

(13) Investments

relating to a Receivables Subsidiary or a Factoring Program that, in the good faith determination of Holdings are necessary or advisable to effect any Receivables Facility or a Factoring Program or any transaction in connection therewith;

(14) loans and advances to officers, directors and employees, in each case incurred in the ordinary course of business or

consistent with past practices or to fund such Person’s purchase of Equity Interests of Holdings or any direct or indirect parent company thereof;

(15) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization

of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of

title with respect to any secured Investment;

(16) Investments in joint ventures of Holdings or any of its Restricted

Subsidiaries existing on the Issue Date or created after the Issue Date in an aggregate amount not to exceed the greater of (x) $450.0 million and (y) 25% of LTM EBITDA;

(17) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made

pursuant to this clause (17) that are at that time outstanding, not to exceed the greater of (x) $450.0 million and (y) 34% of LTM EBITDA at the time of such Investment (with the fair market value of each Investment being measured at the

time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (17) is made in any Person that is not a Restricted Subsidiary of Holdings at the date of the

making of such Investment and such Person becomes a Restricted Subsidiary of Holdings after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this

clause (17) for so long as such Person continues to be a Restricted Subsidiary of Holdings;

(18) advances to, or

guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate;

(19) advances, loans or extensions of trade credit in the ordinary course of business by Holdings or any of its Restricted

Subsidiaries;

(20) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management

arrangements or related activities arising in the ordinary course of business;

(21) Investments consisting of purchases

and acquisitions of assets or services in the ordinary course of business;

(22) Investments made in the ordinary course of

business in connection with obtaining, maintaining or renewing client contracts;

(23) Investments in prepaid expenses,

negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business;

(24) repurchases of Notes;

(25) guarantees made in the ordinary course of business of obligations owed to landlords, suppliers, customers, franchisees and

licensees of Holdings or its Subsidiaries;

(26) Investments consisting of

non-exclusive licenses of patents, trademarks, trade secrets, and other intellectual property rights granted by Holdings or any Restricted Subsidiary in the ordinary course of business, which do not interfere

in any material respect with the business of Holdings or any Restricted Subsidiary;

(27) Investments in the ordinary course of business consisting of Uniform

Commercial Code Article 3 endorsements for collection of deposit and Article 4 customary trade arrangements with customers consistent with past practices;

(28) Investments (i) by a Captive Insurance Subsidiary made in the ordinary course of business or consistent with past

practice, and (ii) in a Captive Insurance Subsidiary in the ordinary course of business or required under statutory or regulatory authority applicable to such Captive Insurance Subsidiary;

(29) Investments in joint ventures in the fire safety industry or a Similar Business, in the ordinary course of business, where

applicable law requires equity ownership and supervision of regulated activities by licensed individuals employed by the Restricted Subsidiary and the Restricted Subsidiary maintains either majority or less than majority ownership of Equity

Interests of the joint venture and the right to prohibit the joint venture from engaging in material transactions and transactions outside of the ordinary course of business;

(30) Investments not to exceed $75.0 million in the aggregate consisting of Guarantees in favor of customers of Holdings,

the Restricted Subsidiaries or joint ventures to which Holdings, the Company or a Restricted Subsidiary is a party; and

(31) If the Total Net Leverage Ratio is less than or equal to 3.25:1.00 on a pro forma basis, additional Investments by the

Company and the Guarantors in Restricted Subsidiaries that are not Subsidiary Guarantors (other than (i) (x) investments in Equity Interests and (y) intercompany loans and advances, in each case, from the Company or a Guarantor to a

Restricted Subsidiary that is not a Subsidiary Guarantor the proceeds of which are used solely to finance an acquisition that is permitted by this Indenture and (ii) intercompany loans and advances from a Company or a Guarantor to Restricted

Subsidiaries that are not Subsidiary Guarantors having a term not exceeding 90 days (inclusive of any roll over or extensions of terms) made in the ordinary course of business and consistent with past practice).

For purposes of this definition, in the event that a proposed Investment (or portion thereof) meets the criteria of more than one of the

categories of Permitted Investments described in clauses (1) through (31) above, or is otherwise entitled to be incurred or made under the covenant described in Section 4.07 herein, the Company will be entitled to classify, or later

reclassify, such Investment (or portion thereof) in one or more of such categories set forth above or under the covenant described in Section 4.07 herein.

“Permitted Liens” means, with respect to any Person:

(1) pledges, deposits or security by such Person under workmen’s compensation laws, unemployment insurance

employers’ health tax, and other social security laws, or similar legislation or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments

thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property,

casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or

deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety, stay, customs, appeal or similar bonds to which such Person is a party, or deposits as security for contested taxes

or import duties or for the payment of rent, performance and return-of-money bonds and other similar obligations (including letters of credit issued in lieu of any such

bonds or to support the issuance thereof and including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business;

(2) Liens imposed by law or regulation, such as carriers’, warehousemen’s, materialmen’s, repairmen’s,

mechanics’, contractors’, architects’ and other similar Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of

judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with

GAAP, or for property taxes on property the Company or one of its Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or not yet

payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds, trade contracts and leases (other than capital

leases), indemnity agreements in connection therewith or with respect to other regulatory requirements or letters of credit or bankers’ acceptances issued, and completion guarantees provided for, in each case pursuant to the request of and for

the account of such Person in the ordinary course of its business;

(5) survey exceptions, encumbrances, ground leases,

easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television

lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens

incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or

materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to

be incurred pursuant to clauses (4), (10) (12)(B) and (18) of Section 4.09(b) herein;

(7) Liens existing on the Issue Date (other than Liens securing Indebtedness

permitted to be incurred under Sections 4.09(b)(1), 4.09(b)(2), 4.09(b)(4), 4.09(b)(10), 4.09(b)(12)(B) or 4.09(b)(18) herein);

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided,

however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by

Holdings or any of its Restricted Subsidiaries;

(9) Liens on property at the time Holdings or a Restricted Subsidiary

acquired the property, including any acquisition by means of a merger or consolidation with or into Holdings or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or

in contemplation of, such acquisition, merger or consolidation; provided further, however, that the Liens may not extend to any other property owned by Holdings or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Holdings or another Restricted

Subsidiary permitted to be incurred in accordance with Section 4.09 herein;

(11) Liens securing Hedging Obligations

so long as related Indebtedness is, and is permitted to be hereunder;

(12) Liens on specific items of inventory or other

goods and proceeds thereof (including documents, instruments, accounts, chattel paper, letter of credit rights, general intangibles, supporting obligations, and claims under insurance policies relating thereto) 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;

(13) leases, subleases, licenses or sublicenses (including licenses or sublicenses of software and other technology or

intellectual property) granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of Holdings or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Holdings

and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of Holdings or any Subsidiary

Guarantor;

(16) Liens on inventory or equipment of Holdings or any of its Restricted Subsidiaries granted in the ordinary

course of business to clients of Holdings or any of its Restricted Subsidiaries;

(17) Liens on accounts receivable and related assets incurred in connection

with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or

successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9) to the extent that the Indebtedness secured by

such new Lien is an amount equal to the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under the foregoing clauses (6), (7), (8) and (9) at the time the original Lien became a

Permitted Lien hereunder, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; provided, however, that in each case such new Lien

shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property);

(19) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations not to exceed the greater of (x) $425.0 million and (y) 40% of LTM EBITDA at

any one time outstanding;

(21) Liens securing Indebtedness or other obligations of any

non-Guarantor Restricted Subsidiary permitted to be incurred under this Indenture, to the extent such Liens relate only to the assets and properties of a non-Guarantor

Restricted Subsidiary (and for the avoidance of doubt, any Liens permitted by this clause (21) shall continue to be permitted by this clause (21) if such non-Guarantor Restricted Subsidiary later

provides a Guarantee of the Notes);

(22) Liens securing judgments for the payment of money not constituting an Event of

Default under Section 6.01(5) so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such

proceedings may be initiated has not expired;

(23) Liens 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;

(24) Liens (i) of a collection bank arising under Section 4-210 of the

Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (ii) attaching to pooling, commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and

(iii) in favor of banking or other financial institutions or electronic payment services providers arising as a matter of law encumbering deposits (including the right of setoff) and which are within the general parameters customary in the

banking or finance industry;

(25) Liens deemed to exist in connection with Investments in repurchase

agreements permitted under Section 4.07 herein; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(26) 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;

(27) Liens that are contractual rights of setoff and similar customary provisions (i) relating to the establishment of

depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar

obligations incurred in the ordinary course of business of Holdings and its Restricted Subsidiaries including, for the avoidance of doubt, any customary pledge of accounts entered into in connection therewith or (iii) relating to purchase

orders and other agreements entered into with customers of Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(28) Liens securing Indebtedness and other obligations to the extent permitted to be incurred under Credit Facilities,

including any letter of credit facility relating thereto, that was incurred pursuant to Section 4.09(b)(1) herein;

(29) any encumbrance or restriction (including put and call arrangements) with respect to capital stock of any joint venture or

similar arrangement pursuant to any joint venture or similar agreement;

(30) Liens arising out of conditional sale, title

retention, consignment or similar arrangements for the sale or purchase of goods entered into by Holdings or any of its Restricted Subsidiaries in the ordinary course of business;

(31) Liens solely on any cash earnest money deposits made by Holdings or any of its Restricted Subsidiaries in connection with

any letter of intent or purchase agreement permitted hereunder;

(32) Liens securing the Notes;

(33) ground leases in respect of real property on which facilities owned or leased by Holdings or any of its Subsidiaries are

located;

(34) Liens on insurance policies and the proceeds thereof, or other deposits, securing the financing of the

premiums with respect thereto;

(35) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other

obligations of such Unrestricted Subsidiary;

(36) Liens on cash advances in favor of the seller of any property to be

acquired in an Investment permitted under this Indenture to be applied against the purchase price for such Investment;

(37) any interest or title of a lessor,

sub-lessor, licensor or sub-licensor or secured by a lessor’s, sub-lessor’s, licensor’s or sub-licensor’s interest under leases or licenses entered into by Holdings or any of the Restricted Subsidiaries in the ordinary course of business;

(38) deposits of cash with the owner or lessor of premises leased and operated by Holdings or any of its Subsidiaries in the

ordinary course of business of Holdings and such Subsidiary to secure the performance of Holdings’ or such Subsidiary’s obligations under the terms of the lease for such premises;

(39) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the

disposition of such assets otherwise permitted under this Indenture for so long as such agreements are in effect;

(40)

customary Liens granted in favor of a trustee (including the Trustee) to secure fees and other amounts owing to such trustee under an indenture or other agreement pursuant to which Indebtedness not prohibited by this Indenture;

(41) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by

Holdings or any of its Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(42) restrictive covenants affecting the use to which real property may be put; provided that the covenants are complied with;

(43) zoning by-laws and other land use restrictions, including, without

limitation, site plan agreements, development agreements and contract zoning agreements;

(44) prior to the date on which a

Permitted Investment is consummated, Liens arising from any escrow arrangement pursuant to which the proceeds of any equity issuance or other funds used to finance all or a portion of such Permitted Investment are required to be held in escrow

pending release to consummate such Permitted Investment;

(45) Liens on cash in an aggregate amount up to

$100.0 million pledged in lieu of issuance of a letter of credit in favor of an insurance company;

(46) Liens on cash

and Cash Equivalents securing letters of credit, bonds, support contracts, guarantees or similar instruments permitted pursuant to Sections 4.09(b)(11) and 4.09(b)(27);

(47) Liens securing obligations of Guarantors that are Foreign Subsidiaries not to exceed the greater of (x)

$300.0 million and (y) 20% of LTM EBITDA at any one time outstanding;

(48) Liens in favor of Foreign Plans arising in

the ordinary course of business; and

(49) Liens in favor of Canadian Pension Plans arising in the ordinary course

of business that would not reasonably be expected to result in a material adverse effect.

For purposes of determining compliance with

this definition, (x) Permitted Liens need not be incurred solely by reference to one category of Permitted Liens described above but are permitted to be incurred in part under any combination thereof and (y) in the event that a Lien (or

any portion thereof) meets the criteria of one or more categories of Permitted Liens described above, the Company will be entitled to classify, or later reclassify, such item of Permitted Liens (or portion thereof) in any manner that complies with

this definition.

“Person” means any individual, corporation, limited liability company, partnership, joint venture,

association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

“Place of Payment” means, with respect to the Notes of any series, the place or places where the principal of (and premium,

if any) and interest on the Notes of that series are payable as specified in accordance with this Indenture.

“Preferred

Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution or winding up.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar

Business.

“Rating Agencies” means Moody’s, S&P and Fitch or if Moody’s, S&P or Fitch or all three

shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by Holdings which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more customary market receivables financing facilities, as amended,

supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in

connection with such facilities) to Holdings or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which Holdings or any of its Restricted Subsidiaries sells its accounts receivable to either (a) a Person that

is not an Affiliate of Holdings or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not an Affiliate of Holdings.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts

receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more

Receivables Facilities and other activities reasonably related thereto.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global

Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903

of Regulation S.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a

Similar Business, provided that any assets received by Holdings or a Restricted Subsidiary in exchange for assets transferred by Holdings or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of

securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the corporate trust group of the

Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by such officer and also means, with respect to a particular corporate trust matter, any other officer to

whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Restricted Cash” means cash and Cash Equivalents held by Holdings or any of its Restricted Subsidiaries that would appear

as “restricted” on a consolidated balance sheet of Holdings or any of its Restricted Subsidiaries.

“Restricted

Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note”

means a Global Note bearing the Private Placement Legend. “Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in

Regulation S.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of Holdings (including any

Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of

“Restricted Subsidiary.”

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means S&P Global Ratings, a division of S&P Global, Inc., and any successor to its rating agency

business.

“Sale and Lease-Back

Transaction” means any arrangement providing for the leasing by Holdings or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by Holdings or such

Restricted Subsidiary to a third Person in contemplation of such leasing.

“Screened Affiliate” means any Affiliate of

a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any

other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other

Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such

Holder that is acting in concert with such Holders in connection with its investment in the Notes.

“SEC” means the

U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of Holdings or any of its

Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the

rules and regulations of the SEC promulgated thereunder.

“Senior Indebtedness” means any Indebtedness of the Company

or any Guarantor that ranks pari passu in right of payment with the Notes or the Guarantee of such Guarantor, as the case may be. For the avoidance of doubt, any Indebtedness of the Company or any Guarantor that is permitted to be incurred

under the terms of this Indenture shall constitute Senior Indebtedness for the purposes of this Indenture unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinate in right of payment to the Notes or

any related Guarantee.

“Senior Secured Credit Facilities” means the Credit Agreement, dated as of October 1,

2019, among APi Group DE, Inc., Holdings, the several lenders and other parties from time to time parties thereto and Citibank, N.A., as administrative agent and collateral agent, including any guarantees, collateral documents, instruments and

agreements executed in connection therewith (as amended by Amendment No. 1 to Credit Agreement, dated as of October 22, 2020, Amendment No. 2 to Credit Agreement, dated as of December 16, 2021, Amendment No. 3 to Credit

Agreement, dated as of May 19, 2023, Amendment No. 4 to Credit Agreement, dated as of October 11, 2023, Amendment No. 5 to Credit Agreement, dated as of February 28, 2024, Amendment No. 6 to Credit Agreement, dated as

of May 10, 2024, Amendment No. 7 to Credit Agreement, dated as of February 14, 2025, and Amendment No. 8 to Credit Agreement, dated as of May 20, 2025), and any other amendments, supplements, modifications, extensions,

renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes,

other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in

borrowings is permitted under Section 4.09 herein).

“Senior Secured Leverage Ratio” means, as of the date of determination,

the ratio of (a) the Secured Indebtedness of Holdings and its Restricted Subsidiaries as of such date of determination (determined after giving pro forma effect to such incurrence of Indebtedness, and each other incurrence, assumption,

guarantee, redemption, retirement and extinguishment of Indebtedness as of such date of determination) to (b) EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such

date for which internal financial statements are available. For purposes of determining the “Senior Secured Leverage Ratio,” “EBITDA” shall be subject to the adjustments applicable to “EBITDA”

as provided for in the definition of “Fixed Charge Coverage Ratio.”

“Short Derivative Instrument”

means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which

generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in

Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by Holdings and its Restricted Subsidiaries on

the Issue Date or any business that is similar, reasonably related, incidental, ancillary, complementary or corollary thereto or a reasonable extension, development or expansion of such business.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date

on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the first date it was incurred in compliance with the terms of this Indenture, and will not include any contingent

obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Company which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of

the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company

or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of

determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar

entity of which

(a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or

general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general,

special or limited partnership or otherwise, and

(b) such Person or any Restricted Subsidiary of such Person is a general

partner or otherwise controls such entity.

“Subsidiary Guarantor” means each Restricted Subsidiary that Guarantees the

Notes in accordance with the terms of this Indenture.

“Tax” means any tax, duty, levy, impost, assessment or other

governmental charge (including penalties, interest and any other liabilities related thereto, and, for the avoidance of doubt, including any withholding or deduction for or on account of any of the foregoing). “ Taxes” shall be

construed to have a corresponding meaning.

“Total Net Leverage Ratio” means, as of the date of determination, the

ratio of (a) the Indebtedness of Holdings and its Restricted Subsidiaries as of such date of determination, less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of Holdings and

its Restricted Subsidiaries on a consolidated basis as of such date of determination (in each case, determined after giving pro forma effect to such incurrence of Indebtedness, and each other incurrence, assumption, guarantee, redemption,

retirement and extinguishment of Indebtedness as of such date of determination), to (b) EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal

financial statements are available. For purposes of determining the “Total Net Leverage Ratio,” “EBITDA” shall be subject to the adjustments applicable to “EBITDA” as provided for in the

definition of “Fixed Charge Coverage Ratio.”

“Transactions” means the issuance of the Notes,

borrowings under the agreement governing the Senior Secured Credit Facilities, the payment of fees and expenses relating thereto, other related transactions as described in the Offering Memorandum and the consummation of any other transaction in

connection with the foregoing.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such

Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the

Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to June 1, 2029; provided, however, that if

the period from the Redemption Date to June 1, 2029 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” means Computershare Trust Company, N.A., until a successor

replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“U.S. dollar” means the lawful currency of the United States of America.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private

Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the

Private Placement Legend.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of Holdings (other than the Company and any Intermediate Parent) which at the time of determination is an

Unrestricted Subsidiary (as designated by Holdings, as provided below); and

(2) any Subsidiary of an Unrestricted

Subsidiary.

The Company may designate any Subsidiary of Holdings (including any existing Subsidiary and any newly acquired or newly

formed Subsidiary, but excluding the Company and any Intermediate Parent) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of,

Holdings or any Subsidiary of Holdings (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the

votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by Holdings;

(2) such designation complies with the covenant described under Section 4.07 herein;

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or

otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Holdings or any Restricted Subsidiary; and

(4) provided that notwithstanding any provision of this Indenture to

the contrary, if there are any transactions or a series of transactions occurring contemporaneously with a designation of a Subsidiary as an Unrestricted Subsidiary, such designation shall be deemed made simultaneously with the occurrence of such

contemporaneous transactions.

The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that,

immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1)

Holdings could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 4.09(a); or

(2) the Fixed Charge Coverage Ratio for Holdings and its Restricted Subsidiaries would be greater than such ratio for Holdings

and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the

resolution of the board of directors of the Company or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

Actions taken by an Unrestricted Subsidiary will not be deemed to have been taken, directly or indirectly, by Holdings or any Restricted

Subsidiary.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time

entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means,

when applied to any Indebtedness or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled

principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

Section 1.02 Other Definitions.

Term

Defined in

Section

“Acceptable Commitment”

4.10

“Additional Amounts”

4.19

“Affiliate Transaction”

4.11

“Asset Sale Offer”

4.10

“Authentication Order”

2.02

“Base Currency”

12.12

“Change of Control Offer”

4.14

“Change of Control Payment”

4.14

“Change of Control Payment Date”

4.14

“Covenant Defeasance”

8.03

“Covenant Fall-Away Event”

4.18

“DTC”

2.06

“Event of Default”

6.01

“Excess Proceeds”

4.10

“incur”

4.09

“Judgment Currency”

12.12

“Legal Defeasance”

8.02

“OFAC”

12.14

“Offer Amount”

3.09

“Offer Period”

3.09

“Pari Passu Indebtedness”

4.10

“Paying Agent”

2.03

“Permitted Debt”

4.09

“Purchase Date”

3.09

“Redemption Date”

3.07

“Registrar”

2.03

“Refinancing Indebtedness”

4.09

“Refunding Capital Stock”

4.07

“Restricted Payments”

4.07

“Successor Company”

5.01

“Successor Person”

5.01

“Terminated Covenants”

4.18

“Treasury Capital Stock”

4.07

Section 1.03 Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) “including” is not limiting;

(5) words in the singular include the plural, and in the plural include the singular;

(6) “will” shall be interpreted to express a command;

(7) provisions apply to successive events and transactions;

(8) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor

sections or rules adopted by the SEC from time to time; and

(9) references to payment of amounts based upon the principal

amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee of any Guarantor, such mention shall be deemed to include mention of the payment of Additional Amounts to

the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

ARTICLE 2

THE NOTES

Section 2.01

Form and Dating.

(a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the

form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage (but which shall not affect the rights, duties, obligations or immunities of the Trustee without the consent

of the Trustee). Each Note will be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the

Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this

Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Global Notes. Notes issued in global form will be substantially in the form of

Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A (but

without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each

shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased,

as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Registrar or the

Custodian, at the direction of the Registrar, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System”

and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in

the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream; provided, that the Trustee and the Paying Agent and Registrar for the Notes shall not have any duty or obligations with respect to any such

procedures.

Section 2.02 Execution and Authentication.

At least one Officer must sign the Notes for the Company by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be

valid.

A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence

that the Note has been authenticated and delivered under this Indenture.

The Trustee, or an authenticating agent, will, upon receipt of a

written order of the Company signed by an Officer (an “Authentication Order”), authenticate the Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. Such written order shall

specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated and whether the Notes are to be in global or definitive form. The aggregate principal amount of Notes outstanding at any

time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. The aggregate principal amount of Notes that may be

issued under this Indenture is unlimited.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate

the Notes, or the Company may appoint an authenticating agent. An authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such

agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

The Company will maintain (i) one or more offices or agencies where the Notes may be presented for registration of transfer or for

exchange (each, a “Registrar”) and one or more offices or agencies where the Notes may be presented for payment (each, a “Paying Agent”). The Company may appoint one or more

co-Registrars and one or more additional Paying Agents. The term “Registrar” includes any co-Registrar and the term “Paying Agent”

includes any additional Paying Agent. The Company will give prompt written notice to the Trustee of any such co-Registrar or additional Paying Agents and of any change in the name or address of any such

Registrar or Paying Agent. The Company may change any Paying Agent or Registrar without prior notice to any Holder. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. Holdings or

any of its Subsidiaries may act as a Paying Agent or Registrar with respect to the Notes. The Company initially appoints the Trustee as the Registrar and Paying Agent for the Notes.

The Company initially appoints DTC to act as Depositary with respect to the Notes.

The Company initially appoints the Trustee to act as Custodian with respect to the Notes held in global form.

Section 2.04 Paying Agent to Hold Money in Trust.

The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit

of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium on, if any, or interest, if any, on, the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any

such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying

Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by

it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of

all Holders. If the Trustee is not the Registrar for any series of Notes, the Company will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in

such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes.

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the

Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Notes in the form of Global Notes

will be exchanged by the Company for Notes in the form of Definitive Notes if:

(1) DTC (a) notifies the Company that

it is unwilling or unable to continue as Depositary for the Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary;

(2) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Notes in the form

of Definitive Notes; or

(3) there has occurred and is continuing an Event of Default with respect to the Notes and DTC

notifies the Trustee of its decision to exchange the Notes in the form of Global Notes for Notes in the form of Definitive Notes.

Upon

the occurrence of any of the preceding events in clauses (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as

provided in Sections 2.07 and 2.10 hereof. Except as otherwise expressly provided in this Section 2.06(a), every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this

Section 2.06(a) or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a),

however, beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b), (c) or (e) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global

Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set

forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either clause (1) or (2) below, as applicable, as well as one or more of the other following

clauses, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any

Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend;

provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person

(other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions

shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global

Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable

Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account

to be credited with such increase; or

(B) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable

Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such

Definitive Note shall be registered to effect the transfer or exchange referred to in clause (1) above.

Upon satisfaction of all of

the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Registrar shall adjust the principal amount of the relevant Global

Note(s) pursuant to Section 2.06(g) hereof.

(3) Transfer of Beneficial Interests to Another Restricted Global

Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of

Section 2.06(b)(2) above and the Registrar receives the following:

(A) if the transferee will take delivery in the

form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B) if the transferee will take delivery in the form of a beneficial

interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted

Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial

interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a

beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a

Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (4), an Opinion of Counsel stating that such exchange or transfer is in compliance with the

Securities Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to clause (4) above at a time when an Unrestricted Global Note has not yet been issued, the

Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal

amount of beneficial interests transferred pursuant to clause (4) above.

Beneficial interests in an Unrestricted Global Note cannot

be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If, in accordance with

Section 2.06(a), any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in

the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note

proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set

forth in Exhibit B hereto, including the certifications in item (1) thereof;

being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in

item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration

requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from

the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of

Counsel required by item (3)(d) thereof, if applicable;

(F) if such beneficial interest is being transferred to the

Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act,

a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Registrar shall cause the

aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company shall execute and the Trustee, upon receipt of an Authentication Order shall authenticate and deliver to the

Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall be registered in

such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall

deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private

Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests in Restricted Global Notes to Unrestricted

Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form

of an Unrestricted Definitive Note only if the Registrar receives the following:

(A) if the holder of such beneficial

interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a

Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this Section 2.06(c)(2), an Opinion of Counsel stating that such exchange or transfer is in

compliance with the Securities Act and state “blue sky” laws and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial

interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of

the conditions set forth in Section 2.06(b)(2) hereof, the Registrar will cause the aggregate principal amount of the applicable Unrestricted Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company will

execute and the Trustee, upon receipt of an Authentication Order, will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a

beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from

or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest

pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for

Beneficial Interests.

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If

any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial

interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the

Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in

accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the

Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption

from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of

Counsel required by item (3)(d) thereof, if applicable;

(F) if such Restricted Definitive Note is being transferred to the

Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the

Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the

Trustee will cancel the Restricted Definitive Note, the Registrar will increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause

(B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note.

(2)

Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive

Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global

Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(B) the Holder of such Definitive Notes proposes to transfer such Notes to a

Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (2), an Opinion of Counsel stating that such exchange or transfer is in compliance with the

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the

Definitive Notes and the Registrar shall increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted

Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.

Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to clause (2) or (3)

above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global

Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of

Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes.

Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly

executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this

Section 2.06(e).

(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive

Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A, then the transferor

must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form

of Exhibit B hereto, including the certifications in item (2) thereof; and

pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required

by item (3)(d) thereof, if applicable.

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any

Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a

certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(B) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery

thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this clause (2), an Opinion of Counsel stating that such exchange or transfer is in compliance with the

Securities Act and state “blue sky” laws that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may

transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the

instructions from the Holder thereof.

(f) Legends. The following legends will appear on the face of all Global Notes and Definitive

Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in

exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY (OR ITS PREDECESSOR) WAS

ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH

REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

BY ITS ACQUISITION HEREOF, THE HOLDER OF THIS SECURITY (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS

ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT.

THE HOLDER OF THIS SECURITY

AGREES FOR THE BENEFIT OF API GROUP DE, INC. THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO API GROUP DE, INC. OR ITS SUBSIDIARIES, (II) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER

REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE

904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH

OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE

RESTRICTIONS REFERRED TO IN (A) ABOVE.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note

issued pursuant to clauses (b)(4), (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or paragraph (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS

NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE OR THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION

2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE

INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT

IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE

DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”),

TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, (AND ANY

PAYMENT IS MADE TO CEDE & CO., OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED

OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(g) Cancellation and/or Adjustment of Global Notes. At such time

as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled, in whole and not in part, each such Global Note will be returned to or retained

and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a

beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Registrar or by the Depositary

at the direction of the Registrar to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other

Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Registrar or by the Depositary at the direction of the Registrar to reflect such increase.

(h) General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes

and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2) No service charge will be made to a Holder of a beneficial interest in a

Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or similar governmental charge payable in connection therewith (other than any

such taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and 9.04 hereof).

(3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or

in part, except the unredeemed portion of any Note being redeemed in part.

(4) All Global Notes and Definitive Notes

issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or

Definitive Notes surrendered upon such registration of transfer or exchange.

(5) None of the Trustee or the Registrar or

the Company will be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning

at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Note selected for redemption, in whole or in part, except the unredeemed

portion of any Note being redeemed in part; or

and the next succeeding interest payment date.

(6) Prior to due presentment for the registration of a transfer of any

Note, the Trustee, any Agent, the Registrar, the Transfer Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest

on such Notes and for all other purposes, and none of the Trustee, any Agent, the Registrar, the Transfer Agent or the Company shall be affected by notice to the contrary.

(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02

hereof.

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to

this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or e-mail.

(9) Neither the Trustee, the Registrar nor any transfer agent shall have any obligation or duty to monitor, determine or

inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect

to any transfer or exchange of any Note (including any transfers between or among participants or other beneficial owners of interests in any Global Note) other than to require delivery of such

certificates and other documentation or evidence as are expressly required by the terms of this Indenture and to examine the same to determine substantial compliance as to form with the express requirements thereof.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Company or the Trustee, and the Trustee receives evidence to its satisfaction of the destruction,

loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity

bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The

Company may charge for its expenses (including any charge that may be imposed in connection therewith and the fees and expenses of the Trustee) in replacing a Note.

In case any such mutilated, destroyed, lost or stolen Note had become or is about to become due and payable, the Company, in its discretion,

may, instead of issuing a new Note, pay such Note, upon satisfaction of the conditions set forth in this Section 2.07.

Every

replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder

with respect to the replacement or payment of mutilated, destroyed, lost or stolen Note.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it

or the Registrar for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in

Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a

Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases

to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or

maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

For purposes of determining whether the Holders of the requisite principal amount of Notes

have taken any action as herein described, the principal amount of Notes shall be deemed to be the U.S. Dollar equivalent of such principal amount of Notes as of (i) if a record date has been set with respect to the taking of such action,

such date or (ii) if no such record date has been set, the date the taking of such action by the Holders of such requisite principal amount is certified to the Trustee by the Company.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned

by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the

purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee (or authenticating agent, as

applicable), upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and

as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee (or authenticating agent, as applicable) will authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11 Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any

Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. Certification of the cancelled

Notes will be delivered to the Company upon request. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation other than Notes that are surrendered or replaced pursuant to

Sections 2.06 or 2.07 hereof.

Section 2.12 Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent

lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company will fix or cause to be fixed each

such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15

days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the

related payment date and the amount of such interest to be paid. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and shall make arrangements

satisfactory to the Trustee to deposit with the Trustee or Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest prior to the date of the proposed payment, such money when so

deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12.

Section 2.13 Additional Notes.

The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under this Indenture in an

unlimited aggregate principal amount which shall have identical terms as the Initial Notes, other than with respect to the date of issuance and issue price and first payment of interest.

With respect to any Additional Notes issued hereunder, the Company shall set forth in a resolution of its board of directors and an

Officer’s Certificate, a copy of each of which shall be delivered to the Trustee and Paying Agent, the following information:

(1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and

(2) the issue price, the issue date and the CUSIP of such Additional Notes.

ARTICLE 3

REDEMPTION AND

PREPAYMENT

Section 3.01 Notices to Trustee.

If the Company elects to redeem the Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the

Trustee, at least 3 Business Days (or such shorter time as the Trustee may agree to) before notice is sent to Holders, an Officer’s Certificate setting forth:

(a) the clause of this Indenture pursuant to which the redemption shall occur;

(b) the redemption date;

principal amount of the Notes to be redeemed; and

(d) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, in the case of physical Notes, the Trustee

will select the Notes for redemption or purchase (i) if the Company does not give written notice to the Trustee that the Notes are listed in a securities exchange, then on a pro rata basis in the case of physical notes or, in the case of

Notes issued in global form, in accordance with the requirements of the Depositary or (ii) if the Company gives written notice to the Trustee that the Notes are so listed, in compliance with the requirements of such securities exchange.

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise

provided herein, not less than 10 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase. In the case of global Notes, the Depositary shall select

such Notes.

The Trustee will select for redemption or purchase and, in the case of any Note selected for partial redemption or purchase,

the principal amount thereof to be redeemed or purchased in accordance with its policies and procedures. No Notes of a principal amount of $2,000 shall be redeemed or purchased in part, except that if all of the Notes of a Holder are to be redeemed

or purchased, the entire outstanding amount of the Notes held by such Holder shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to the Notes called for redemption or purchase also

apply to portions of the Notes called for redemption or purchase. Neither the Depositary nor the Trustee shall be liable for the selection made in accordance with this Section 3.02.

Section 3.03 Notice of Redemption.

Subject to the provisions of Section 3.09 hereof, at least 10 days but not more than 60 days before a redemption date, the Company will

transmit or cause to be transmitted, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be transmitted more than 60 days prior to a redemption date if the notice is

issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof.

The notice will identify the Notes to be redeemed and will state:

(a) the redemption date;

(b) the

redemption price;

after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that the Notes called for redemption must be surrendered to the Paying Agent to collect

the redemption price;

(f) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption

ceases to accrue on and after the redemption date;

(g) the paragraph of the Notes and/or Section of this Indenture pursuant to which

the Notes called for redemption are being redeemed; and

(h) that no representation is made as to the correctness or accuracy of the CUSIP

number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee will give the notice of

redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least three Business Days prior to the date that a notice of redemption is to be transmitted, unless the

Trustee has agreed to a shorter period, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in this Section 3.03.

Any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including any related Equity

Offering or a Change of Control. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the Company’s

discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such redemption date be delayed to a date later than 60 days after the date on which

such notice was transmitted), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is transmitted in accordance with Section 3.03 hereof, the Notes called for redemption become irrevocably due

and payable on the redemption date at the redemption price, subject to satisfaction of any condition permitted pursuant to Section 3.03 or 3.07 hereof.

Section 3.05 Deposit of Redemption or Purchase Price.

One Business Day prior to the redemption or purchase date, unless the Trustee has agreed to a shorter period, the Company will deposit with the

Trustee or with the applicable Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest on all Notes (or portions of Notes) to be redeemed or purchased on that date.

The Trustee or the applicable Paying Agent shall promptly return to the Company any money so deposited with the Trustee or such Paying Agent

by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest on, all Notes to be redeemed or purchased.

If the Company complies with the provisions of this Section 3.05, on and after the

redemption or purchase date, interest will cease to accrue on the Notes or the portions of the Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest

payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for

redemption or purchase because of the failure of the Company to comply with this Section 3.05, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any

interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the

Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07 Optional Redemption.

(a) At any time prior to June 1, 2029, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of

Notes issued under this Indenture, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 105.750% of the principal amount of the Notes redeemed, plus Additional Amounts and accrued and unpaid interest, if any, to,

but excluding, the date of redemption (the “Redemption Date”) (subject to the rights of Holders of record of Notes on the relevant record date to receive interest on the relevant interest payment date), in an amount equal to the

net proceeds from an Equity Offering or a contribution to the Company’s common equity capital made with the net cash proceeds of an Equity Offering; provided that:

(1) at least 50% of the aggregate principal amount of such applicable Notes originally issued under this Indenture (calculated

after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

(b) At any time prior to June 1, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than

10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of such applicable Notes redeemed, plus the Applicable Premium as of, and Additional Amounts and accrued and unpaid interest, if any, to, but

excluding, the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

prior to June 1, 2029.

(d) On or after June 1, 2029, the Company may on any one or more occasions redeem all

or a part of the Notes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus Additional Amounts and accrued and unpaid interest, if any, on the Notes

redeemed, to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on June 1 of the years indicated below, subject to the rights of Holders on the

relevant record date to receive interest on the relevant interest payment date:

Year

Percentage

2029

102.875

2030

101.438

2031 and thereafter

100.000

(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the

Notes or portions thereof called for redemption on the applicable redemption date.

Notwithstanding anything to the contrary in this

Article 3, in connection with any tender offer for the Notes at a price of at least 100% of the principal amount of such applicable Notes tendered, plus Additional Amounts and accrued and unpaid interest thereon to, but excluding, the

applicable tender settlement date, if Holders of not less than 90% in aggregate principal amount of the outstanding applicable Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such a

tender offer in lieu of the Company, purchases all of such applicable Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 15 nor more than 60 days’ prior notice,

given not more than 30 days following such purchase date, to redeem all such applicable Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not

included in the tender offer payment, Additional Amounts and accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date.

Notice of any redemption pursuant to this Article 3 may, at the Company’s discretion, be given prior to the completion of a

transaction (including an Equity Offering, an incurrence of Indebtedness, a Change of Control or other transaction) and any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not

limited to, completion of a related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the

Company’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be

satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the

Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.

Notwithstanding anything to the contrary in this Article 3, Holdings, the Company and

their Affiliates may acquire the Notes by any means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise.

(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

Other than as outlined below under Section 3.09, the Company is not required to make mandatory redemption or sinking fund payments with

respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an Asset Sale Offer, it will follow the procedures

specified below.

The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with

the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days

following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer

Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis based on the

principal amount of Notes and such other pari passu Indebtedness surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any

Notes so purchased will be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record

date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable

to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company will transmit a

notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer,

will state:

(1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof

and the length of time the Asset Sale Offer will remain open;

(2) the Offer Amount, the purchase price and the Purchase

Date;

(3) that any Note not tendered or accepted for payment will continue to

accrue interest;

(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to

the Asset Sale Offer will cease to accrue interest after the Purchase Date;

(5) that Holders electing to have a Note

purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or an integral multiple of $1,000 in excess thereof;

(6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with

the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying

Agent at the address specified in the notice at least three days before the Purchase Date;

(7) that Holders will be

entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, an electronic transmission, facsimile transmission or letter setting forth the

name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof

exceeds the Offer Amount, the Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such

adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased); and

(9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased

portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the

Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount

has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the

Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering

Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, will authenticate

and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the

Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on or about the Purchase Date.

Section 3.10 Redemption for Changes in Taxes.

The Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 30 nor more than 60

days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to, but not including, the date of redemption (a “Tax Redemption Date”) (subject to the right

of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date), if on the next date on which any amount would be payable in respect of the

Notes, the Company is or would be required to pay Additional Amounts and cannot avoid any such payment obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new paying agent), and the

requirement arises as a result of:

(a) any change in, or amendment to, the laws and treaties (or any regulations, or rulings promulgated

thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the Issue Date (or if the relevant Tax Jurisdiction has changed

since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under this Indenture); or

(b) any change in, or amendment to, the existing official published position regarding the application, administration or interpretation of

such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment has not been publicly announced as formally proposed before and becomes

effective on or after the Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under this Indenture).

The Company will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Company would be

obligated to make such payment or withholding if a payment in respect of the Notes were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the mailing of any notice of redemption

of the Notes pursuant to this Section 3.10, the Company will deliver to the Trustee an opinion of independent tax counsel (which counsel will be reasonably acceptable to the Trustee) to the effect that there has been such change or amendment

which would entitle the Company to redeem the Notes under this Indenture. In addition, before the Company mails a notice of redemption of the Notes pursuant to this Section 3.10, it will deliver to the Trustee an Officer’s Certificate to

the effect that it cannot avoid its obligation to pay Additional Amounts by the Company taking reasonable measures available to it.

The

Trustee will accept and will be entitled to conclusively rely on such Officer’s Certificate and opinion of independent tax counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it

will be conclusive and binding on the Holders of the Notes.

ARTICLE 4

COVENANTS

Section 4.01

Payment of Notes.

The Company will pay or cause to be paid the principal of, premium on, if any, and interest, if any, on, the

Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.

Eastern Time on the due date (or such other time as the Company and the Paying Agent may mutually agree from time to time), money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal,

premium, if any, and interest, if any, then due.

If default is made by the Company in respect of any payment, unless and until the full

amount of the payment has been made under the terms of this Indenture (except as to the time of making the same) or other arrangements satisfactory to the Paying Agent have been made, the Paying Agent shall not be bound to act as Paying Agent.

The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy

Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under

any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Notes, an office or agency (which may be an office of the Trustee or an

affiliate of the Trustee, Registrar or co-Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and

this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or

fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any

or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in each Place

of Payment for any series of Notes for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office

or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03 Reports.

(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, Holdings will furnish to the Holders

of such Notes (or file with the SEC for public availability), within the time periods specified in the SEC’s rules and regulations (including after giving effect to any extension permitted by Rule 12b-25

under the Exchange Act or any special order of the SEC):

(1) all quarterly and annual reports that would be required to be

filed with the SEC on Forms 10-Q and 10-K if Holdings were required to file such reports, including a “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if

Holdings were required to file such reports.

All such reports will be prepared in all material respects in accordance with all of the

rules and regulations applicable to such reports. In addition, Holdings will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and

regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

Notwithstanding any of the foregoing, at any time when Holdings does not otherwise file such reports with the SEC, (a) no certifications,

reports or attestations concerning the financial statements, disclosure controls and procedures or internal controls that would otherwise be required pursuant to the Sarbanes-Oxley Act of 2002, as amended, and the SEC rules and regulations

implementing that Act, will be required; (b) no financial schedules specified in Regulation S-X under the Securities Act will be required; (c) compliance with the requirements of Item 10(e) of

Regulation S-K under the Securities Act will not be required; (d) information specified in Rules 13-01 and 13-02 of

Regulation S-X under the Securities Act with respect to Subsidiaries and Affiliates will not be required; and (e) no exhibits pursuant to Item 601 of Regulation S-K

under the Securities Act will be required

(b) Holdings and the Company agree that, for so long as any Notes remain outstanding, if at any

time they are not required to file with the SEC the reports required by clauses (1) and (2) of Section 4.03(a), they will furnish to the Holders and prospective investors, upon their request, the information required to be delivered

pursuant to Rule 144A(d)(4) under the Securities Act.

Each report or document required to be furnished or delivered pursuant to this

Indenture shall be deemed to have been so furnished or delivered on the date on which Holdings posts such document on its website, or when such document is posted on the SEC’s website at www.sec.gov.

The Trustee shall have no responsibility to determine whether filing of reports under this Section 4.03 has occurred. In the absence of

written notification from the Company or the Holders,

the Trustee shall be entitled to presume that such filings were made. Delivery, if any, of such reports, information and documents to the Trustee is for informational purposes only and the

Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holdings’ or the Company’s, as applicable, compliance with any of

its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Section 4.04

Compliance Certificate.

(a) The Company and each Guarantor shall deliver to the Trustee, within 90 days after the end of each

fiscal year, beginning with the fiscal year ended December 31, 2026, an Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision

of the signing Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her

knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and whether or not is in default in the performance or observance of any of the terms, provisions and conditions of this Indenture

(or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his

or her knowledge whether or not any event has occurred and remains in existence by reason of which payments on account of the principal of, premium on, if any, or interest, if any, on the Notes is prohibited or if such event has occurred, a

description of the event and what action the Company is taking or proposes to take with respect thereto.

(b) So long as any of the Notes

are outstanding, the Company will deliver to the Trustee, within 30 Business Days of any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the

Company is taking or proposes to take with respect thereto.

Section 4.05 [Reserved].

Section 4.06 Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or

in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and

each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein

granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

(a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any payment or distribution on account of Holdings’, or any of its Restricted

Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than (a) dividends or distributions by Holdings payable solely in Equity Interests (other than

Disqualified Stock) of Holdings; or (b) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted

Subsidiary, Holdings or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(2) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of Holdings, or any direct or

indirect parent of Holdings, including any purchase, redemption, defeasance, acquisition or retirement, in connection with any merger or consolidation;

(3) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior

to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than (a) Indebtedness permitted under Section 4.09(b)(7) and (8) or (b) the purchase, repurchase or other acquisition of Subordinated

Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(4) make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above (other than any exceptions thereof) being collectively referred to as

“Restricted Payments”), unless, at the time of such Restricted Payment:

(I) no Default shall have

occurred and be continuing or would occur as a consequence thereof;

(II) immediately after giving effect to such

transaction on a pro forma basis, Holdings could incur $1.00 of additional Indebtedness under Section 4.09(a) herein; and

(III) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holdings and its

Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock (as defined below) pursuant to paragraph (b) thereof only), (6)(c),

(7), (9) and (13) (to the extent not deducted in calculating Consolidated Net Income) of Section 4.07(b), but excluding all other Restricted Payments permitted by Section 4.07(b)), is less than the sum of (without duplication):

(A) 50% of the Consolidated Net Income of Holdings for the period (taken as one accounting period) from July 1, 2021 to

the end of Holdings’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such

deficit; plus

(B) 100% of the aggregate net cash proceeds and the fair market value of

marketable securities or other property received by Holdings since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, or issue Disqualified Stock or Preferred

Stock pursuant to Section 4.09(b)(12)(A)) from the issue or sale of:

(i) Equity Interests of Holdings, including

Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of:

(x) Equity Interests to any present, former or future employees, directors, officers, managers or consultants of Holdings, any

direct or indirect parent company of Holdings and Holdings’ Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b); and

(y) Designated Preferred Stock; and

(ii) debt securities of Holdings that have been converted into or exchanged for such Equity Interests of Holdings;

provided, however, that this clause (B) shall not include the proceeds from (W) Refunding Capital Stock (as defined

below), (X) Equity Interests or convertible debt securities of Holdings (or any direct or indirect parent company of Holdings) sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been

converted into Disqualified Stock or (Z) Excluded Contributions; plus

received in cash and the fair market value of marketable securities or other property received by Holdings or any Restricted Subsidiary by means of:

(i) the sale or other disposition (other than to Holdings or a Restricted Subsidiary) of Restricted Investments made by

Holdings or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from Holdings or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted

Investments by Holdings or its Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than

to Holdings or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by Holdings or a Restricted Subsidiary pursuant to clause (7) of

Section 4.07(b) or to the extent such Investment constituted a Permitted Investment) or a distribution or dividend from an Unrestricted Subsidiary, in each case, after the Issue Date; plus

(D) in the case of the redesignation of an Unrestricted Subsidiary as a

Restricted Subsidiary after the Issue Date, the fair market value (as determined in good faith by Holdings), provided that if such fair market value may exceed lesser of (x) the fair market value (as determined in good faith by Holdings)

of the investments of Holdings and any Restricted Subsidiary in such Unrestricted Subsidiary at the time of such re-designation or merger or consolidation and (y) the fair market value (as determined in

good faith by Holdings, such determination shall be made by the board of directors of Holdings and evidenced by a board resolution) of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as

a Restricted Subsidiary other than to the extent the Investment in such Unrestricted Subsidiary was made by Holdings or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) or to the extent such Investment constituted a

Permitted Investment; plus

(E) $200.0 million.

(b) The provisions of Section 4.07(a) hereof will not prohibit:

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date

of declaration thereof or the giving of the irrevocable redemption notice, as applicable, if at the date of declaration or notice such payment would have complied with the provisions of this Indenture;

(2) (a) the redemption, repurchase, defeasance, retirement or other acquisition of any Equity Interests (“Treasury

Capital Stock”) or Subordinated Indebtedness of Holdings or any Equity Interests of any direct or indirect parent company of Holdings, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted

Subsidiary) of, Equity Interests of Holdings or any direct or indirect parent company of Holdings to the extent contributed to Holdings (in each case, other than any Disqualified Stock or Designated Preferred Stock) (“Refunding Capital

Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under Section 4.07(b)(6), the declaration and payment of dividends on the Refunding

Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of Holdings) in an aggregate amount no greater than

the aggregate amount per year of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness or Disqualified

Stock of the Company or a Guarantor made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Subordinated Indebtedness of the Company or a Guarantor or Disqualified Stock, as the case may be, that in each case which

is incurred in compliance with Section 4.09 herein but only:

(A) to the extent that the principal amount (or accreted value, if

applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value,

plus the amount of any reasonable premium to be paid, defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness, and any excess amount is otherwise permitted under this Indenture;

(B) if such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent, if at all,

as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value;

scheduled maturity date of the Subordinated Indebtedness or Disqualified Stock being so redeemed, repurchased, defeased, acquired or retired; and

(D) if such new Indebtedness or Disqualified Stock has a Weighted Average Life to Maturity equal to or greater than the

remaining Weighted Average Life to Maturity of the Subordinated Indebtedness or Disqualified Stock being so redeemed, repurchased, defeased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, redemption or other acquisition or retirement for value of Equity Interests

(other than Disqualified Stock) of Holdings or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of Holdings, any of its Restricted Subsidiaries or any of its direct or indirect

parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement (x) upon the death or disability of such employee, director or consultant or (y) upon the

resignation or other termination of employment of such employee, director or consultant; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $40.0 million

(with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $60.0 million in any calendar year); provided further that such amount in

any calendar year may be increased by an amount not to exceed:

(A) the cash proceeds from the sale of Equity Interests

(other than Disqualified Stock) of Holdings and, to the extent contributed to Holdings, Equity Interests of any of Holdings’ direct or indirect parent companies, in each case to members of management, directors or consultants of Holdings, any

of its Restricted Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted

Payments by virtue of clause (3) of this Section 4.07(b); plus

(B) the cash proceeds of key man life

insurance policies received by Holdings or its Restricted Subsidiaries after the Issue Date; less

proceeds described in clauses (A) and (B) of this clause (4);

and provided further that (i) cancellation of Indebtedness owing to

Holdings or any of its Restricted Subsidiaries from any future, present or former employers, directors, officers, members of management or consultants of Holdings, any of its direct or indirect parent companies or any of Holdings’ Restricted

Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any of its direct or indirect parent companies and (ii) the repurchase of Equity Interests deemed to occur upon the exercise of options, warrants or similar

instruments if such Equity Interests represents all or a portion of the exercise price thereof or payments, in lieu of the issuance of fractional Equity Interests or withholding to pay other taxes payable in connection therewith, in the case of each

of foregoing clauses (i) and (ii), will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of Holdings or any of its

Restricted Subsidiaries and of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 4.09 herein to the extent such dividends are included in the definition of “Fixed Charges”;

(6) (A) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than

Disqualified Stock) issued by Holdings after the Issue Date;

(B) the declaration and payment of dividends to a direct or

indirect parent company of Holdings, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the

Issue Date, provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to Holdings from the sale of such Designated Preferred Stock; or

(C) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends

declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of

subparagraphs (A) and (B) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the

declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, Holdings and its Restricted Subsidiaries on a consolidated basis would have had a

Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market

value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash

or marketable securities, not to exceed the greater of (x) $350.0 million and (y) 27% of LTM EBITDA at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to

subsequent changes in value);

(8) the purchase, repurchase, redemption, acquisition or retirement of Equity Interests

deemed to occur upon (a) the exercise of stock options, warrants or other equity-based awards if such Equity Interests represent a portion of the exercise price of such options, warrants or awards

(b) the withholding of Equity Interests in connection with an arrangement to satisfy withholding or similar taxes required by the exercise of stock options, warrants or other equity-based awards or vesting or settlement of other awards or

(c) the cancellation of stock options, warrants or awards and, so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom;

(9) the declaration and payment of dividends on Holdings’ common stock (or payments of dividends to any direct or

indirect parent entity) to fund payments of dividends on such entity’s common stock following any public offering of Holdings’ common stock or the common stock of any direct or indirect parent company of Holdings after the Issue Date, in

an amount not to exceed 6.0% per annum of the amount of net cash proceeds received by or contributed to Holdings in or from any such public offering, other than public offerings with respect to Holdings’ common stock registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;

(10) Restricted Payments that are made in an amount equal to the amount of Excluded Contributions previously received;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this

clause (11) not to exceed in each case since the date of this Indenture the greater of (x) $325.0 million and (y) 30% of LTM EBITDA;

(12) distributions or payments of Receivables Fees or any payments in connection with a Factoring Program;

(13) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness in accordance

with the provisions similar to those described in Sections 4.10 and 4.14 herein; provided that all Notes tendered in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have first been repurchased, redeemed or

acquired for value;

(14) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed

to Holdings or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(15) payments made or expected to be made by Holdings or any Restricted Subsidiary in respect of withholding or similar taxes

payable by any present, former or future employees, director, officers, managers or consultants of Holdings or any Restricted Subsidiary;

(16) other Restricted Payments so long as, immediately after giving effect

to such Restricted Payment, the Total Net Leverage Ratio for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available preceding such Restricted Payment is not greater

than (x) in the case of any Restricted Investment, 3.25 to 1.00 and (y) for any Restricted Payment other than a Restricted Investment, 2.75 to 1.00, each on a pro forma basis; and

(17) Restricted Payments by Holdings or any Restricted Subsidiary to the holders of its Equity Interests in an aggregate amount

per annum not to exceed 7.0% of Market Capitalization;

provided, however, that at the time of, and after giving effect to, any Restricted

Payment permitted under clauses (7), (9), (11), (14), (16) and (17), no Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) For purposes of determining compliance with Section 4.07(b) above, in the event that a proposed Restricted Payment (or a portion

thereof) meets the criteria of clauses (1) through (17) of Section 4.07(b) or is entitled to be made pursuant to Section 4.07(a) hereof, Holdings will be entitled to classify or later reclassify (based on circumstances existing on the

date of such reclassification) such Restricted Payment (or a portion thereof) between such clauses (1) through (17) of Section 4.07(b) and Section 4.07(a) in any manner that otherwise complies with this Section 4.07; and

(d) If Holdings or any of its Restricted Subsidiaries become contractually obligated to make any Restricted Payment at the time the

requirements set forth in Section 4.07(a)(I) and (II) continue to be satisfied, then Holdings or such Restricted Subsidiary, as the case may be, may continue to make such Restricted Payments, even if such requirements cease to be satisfied

at the time such Restricted Payment is actually made and the amount available for Restricted Payments pursuant to Section 4.07(a)(III) on or after the date on which such requirements cease to be satisfied shall be equal to the amount that would

have been available for Restricted Payments pursuant to Section 4.07(a)(III) on such date without giving effect to any Restricted Payments made on such date pursuant to and in compliance with this sentence.

(e) Holdings will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate sentence of the

definition of “Unrestricted Subsidiary”. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Holdings and its Restricted Subsidiaries (except to the extent repaid) in

the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in

such amount would be permitted at such time, whether pursuant to Section 4.07(a) or under clauses (7), (10), (11) or (16) of Section 4.07(b), or pursuant to the definition of “Permitted Investment,” and if such

Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Indenture. Holdings will not be permitted to designate the Company or any

Intermediate Parent as an “Unrestricted Subsidiary”.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted

Subsidiaries.

(a) Holdings will not, and will not permit any of its Restricted Subsidiaries (other than the Company) that are not

Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary that is not a Guarantor to:

(1) (a) pay dividends or make any other distributions to Holdings or any Restricted Subsidiary on its Capital Stock, or

(b) pay any Indebtedness owed to Holdings or any Restricted Subsidiary;

(2) make loans or advances to Holdings or any

Restricted Subsidiary; or

(3) sell, lease or transfer any of its properties or assets to Holdings or any Restricted

Subsidiary.

(b) The restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason

of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Secured

Credit Facilities and the related documentation and Hedging Obligations and any related documentation (or, in each case, any amendment, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings);

(2) this Indenture, the Notes and the Note Guarantees;

(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature

discussed in Section 4.08(a)(3) herein on the property so acquired;

(4) applicable law or any applicable rule,

regulation or order;

(5) any agreement or other instrument (including an instrument governing Capital Stock or

Indebtedness) of a Person acquired by Holdings or any Restricted Subsidiaries in existence at the time of such acquisition or at the time it merges with or into Holdings or any of its Restricted Subsidiaries or assumed in connection with the

acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its

Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired or the property or assets so assumed;

(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Holdings pursuant to an

agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) Secured Indebtedness and other Credit Facilities otherwise permitted to

be incurred subsequent to the Issue Date pursuant to Sections 4.09 and 4.12 herein;

(8) restrictions on cash or other

deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other

Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09 herein;

(10) customary provisions in joint venture agreements and other similar agreements or arrangements relating solely to such

joint venture;

(11) customary provisions contained in leases, licenses or similar agreements, including with respect to

intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(12)

restrictions created in connection with any Receivables Facility or Factoring Program that, in the good faith determination of Holdings are necessary or advisable to effect the transactions contemplated under such Receivables Facility or Factoring

Program;

(13) non-assignment provisions of any contract or any lease of any

Restricted Subsidiary entered into in the ordinary course of business;

(14) restrictions on the transfer of assets subject

to any Lien permitted under this Indenture imposed by the holder of such Lien;

(15) any agreement or instrument governing

Capital Stock of any Person that is acquired;

(16) restrictions or conditions contained in any trading, netting,

operating, construction, service, supply, purchase, sale or other agreement to which Holdings or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the

encumbrance of solely the property or assets of Holdings or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of

Holdings or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;

(17) any encumbrances

or restrictions of the type referred to in clauses (1) and (2) of Section 4.08(a) to the extent that such encumbrances or restrictions do not materially adversely affect the consolidated cash position of the Company or Guarantors;

(18) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) imposed

by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (16) of Section 4.08(b); provided

that such amendments, modifications, restatements, renewals,

increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings, either (i) not materially more restrictive with respect to such encumbrance and

other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, or (ii) ordinary and customary with respect to such instruments and

obligations at the time of such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(19) restrictions and conditions on any Restricted Subsidiary organized in jurisdictions where such restrictions are customary,

including the People’s Republic of China, or any state or other political subdivision thereof;

(20) provisions in

any customary indenture in connection with Indebtedness permitted hereunder, and any contractual obligations relating thereto; or

(21) restrictions in a surety or performance bond entered into in the ordinary course of business.

Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,

guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Holdings will not issue

any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that Holdings may incur Indebtedness (including Acquired Indebtedness) or

issue shares of Disqualified Stock, and subject to the second provision in this paragraph, any of its Restricted Subsidiaries may incur indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred

Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for Holdings and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on

which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds

therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.

(b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence

of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the Senior Secured

Credit Facilities plus the incurrence of Indebtedness pursuant to Credit Facilities by Holdings or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of

credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount at the time of incurrence not exceeding the sum of (a) the greater of $1,100.0 million and

100% of LTM EBITDA and (b) additional indebtedness if, after giving effect to the incurrence of such amount, the Senior Secured Leverage Ratio is less than or equal to 3.50 to 1.00;

(2) the incurrence by the Company and any Guarantor of Indebtedness under

the Notes (including Guarantees thereof) (other than any Additional Notes) and any notes (including Guarantees thereof) issued in exchange for the Notes pursuant to a registration rights agreement;

(3) Indebtedness and Disqualified Stock of Holdings and its Restricted Subsidiaries in existence on the Issue Date (other than

Indebtedness permitted in clauses (1) and (2) above);

(4) Indebtedness (including Capitalized Lease Obligations) and

Disqualified Stock incurred or issued by Holdings or any of its Restricted Subsidiaries, and the issuance of Preferred Stock by any Restricted Subsidiary of Holdings, to finance the purchase, lease or improvement of property (real or personal) or

equipment (other than software) that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount at the date of such incurrence

(including all Refinancing Indebtedness incurred to refinance any other Indebtedness incurred pursuant to this clause (4)) not to exceed the greater of (x) $425.0 million and (y) 40% of LTM EBITDA; provided, however, that such

Indebtedness exists at the date of such purchase or transaction or is created within 365 (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of installation and the beginning of the full

productive use of such asset) days thereafter (it being understood that any Indebtedness incurred or Disqualified Stock or Preferred Stock issued, pursuant to this clause (4) shall cease to be deemed incurred or outstanding for purposes of this

clause (4) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which Holdings or such Restricted Subsidiary could have incurred such Indebtedness or issued such Disqualified

Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (4));

(5) Indebtedness

incurred by Holdings or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bankers’ acceptances, bank guarantees, warehouse receipts or similar facilities issued or entered into in the

ordinary course of business, including letters of credit in respect of workers’ compensation claims, or supporting indemnity, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other

Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; provided, however,

that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of Holdings or its Restricted

Subsidiaries providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of

Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that such Indebtedness is not reflected on the balance sheet of

Holdings or any of its Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this

clause (6));

(7) Indebtedness of Holdings to a Restricted Subsidiary; provided that any such Indebtedness owing to

a Restricted Subsidiary (other than the Company) that is not a Guarantor shall be deemed to be subordinated in right of payment to the Notes unless the terms of such Indebtedness expressly provide otherwise (in which case such Indebtedness shall not

be permitted by this clause); provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in the Restricted Subsidiary holding such Indebtedness ceasing to be a Restricted Subsidiary or any

other subsequent transfer of any such Indebtedness (except to Holdings or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) Indebtedness of a Restricted Subsidiary to Holdings or another Restricted Subsidiary; provided that if the Company

or a Guarantor incurs such Indebtedness to a Restricted Subsidiary (other than the Company) that is not a Guarantor, such Indebtedness shall be deemed to be subordinated in right of payment to the Notes (in the case of the Company) or to the

Guarantee of the Notes of such Guarantor (in the case of a Guarantor) unless the terms of such Indebtedness expressly provide otherwise (in which case such Indebtedness shall not be permitted by this clause); provided further that any

subsequent issuance or transfer of any Capital Stock or any other event which results in any such Indebtedness being held by a person other than Holdings or a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to

Holdings or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8);

(9) shares of Preferred Stock of a Restricted Subsidiary issued to Holdings or another Restricted Subsidiary, provided

that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except

to Holdings or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting

(a) interest rate risk with respect to any Indebtedness of Holdings or any Restricted Subsidiary permitted to be incurred pursuant to this Section 4.09, (b) exchange rate risk or (c) commodity pricing risk;

(11) obligations arising under any performance, bid, appeal or surety bond

or completion guarantees and similar obligations or obligations in respect of letters of credit related thereto, provided by Holdings or any of its Restricted Subsidiaries, in each case entered into in the ordinary course of business, which for the

avoidance of doubt includes for purposes of this section, but is not limited to, bonding provided with respect to contracts and projects, including to support contracts and projects of permitted joint ventures of Holdings and its Restricted

Subsidiaries, and where Holdings or any Restricted Subsidiary is co-bonding a project where a Restricted Subsidiary or permitted joint venture is a subcontractor on the contract or project;

(12) (A) Indebtedness or Disqualified Stock of Holdings and Indebtedness, Disqualified Stock or Preferred Stock of any

Restricted Subsidiary equal to 100.0% of the net cash proceeds received by Holdings since immediately after the Issue Date from the issue or sale of Equity Interests of Holdings or cash contributed to the capital of Holdings (in each case, other

than proceeds of Disqualified Stock, Designated Preferred Stock or sales of Equity Interests to Holdings or any of its Subsidiaries) as determined in accordance with Section 4.07(a) (III)(C) to the extent such net cash proceeds or cash have not

been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant Section 4.07(b) or to make Permitted Investments specified in clauses (10), (12), (14), (16), (17) or (18) of

the definition thereof and (B) Indebtedness or Disqualified Stock of Holdings and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation

preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock or Preferred Stock then outstanding and incurred pursuant to this subclause (12)(B), does not at any one time

outstanding exceed the greater of (x) $400.0 million and (y) 40% of LTM EBITDA (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this subclause (12)(B) shall cease to be deemed incurred or

outstanding for purposes of this subclause (12)(B) but shall be deemed incurred for the purposes of Section 4.09(a) from and after the first date on which Holdings or such Restricted Subsidiary could have incurred such Indebtedness,

Disqualified Stock or Preferred Stock under Section 4.09(a) without reliance on this subclause (12)(B));

(13) the

incurrence or issuance by Holdings or any Restricted Subsidiary of Indebtedness or Disqualified Stock, and the issuance by any Restricted Subsidiary of Preferred Stock, in each case which serves to refund, refinance, replace, renew, extend or

defease any Indebtedness or Disqualified Stock of Holdings or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiary incurred or issued as permitted under Section 4.09(a) and Sections 4.09(b)(2), (3), (4), (12)(A), (13)

and (14) or any Indebtedness, Disqualified Stock or Preferred Stock previously incurred or issued to so refund, refinance, replace, renew, extend or defease such Indebtedness or Disqualified Stock or Preferred Stock, including additional

Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to pay premiums (including tender premiums), defeasance costs, accrued interest, fees and expenses in connection therewith (the “Refinancing Indebtedness”)

prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing

Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness or Disqualified Stock or Preferred Stock being refunded, refinanced, replaced, renewed, extended or defeased (or requires no or

nominal payments in cash prior to the date that is 91 days after the maturity date of the Notes);

(B) to the extent such

Refinancing Indebtedness refunds, refinances, replaces, renews, extends or defeases (i) Indebtedness subordinated in right of payment to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated in right of payment to

the Notes or the Guarantee thereof at least to the same extent as the Indebtedness being refunded, refinanced, replaced, renewed, extended or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be

Disqualified Stock or Preferred Stock, respectively; and

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Holdings (other than the Company) that is not a

Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company;

(ii) Indebtedness,

Disqualified Stock or Preferred Stock of a Subsidiary of Holdings (other than the Company) that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(iii) Indebtedness or Disqualified Stock of Holdings or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted

Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and, provided, further, that

Section 4.09(b)(13)(A) will not apply to any refunding, refinancing, replacement, renewal, extension or defeasance of any Credit Facilities or Secured Indebtedness;

(14) (x) Indebtedness or Disqualified Stock of Holdings and Indebtedness, Disqualified Stock or Preferred Stock of a Restricted

Subsidiary, incurred or issued to finance an acquisition (or other purchase of assets) or (y) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by Holdings or any Restricted Subsidiary or merged into or

consolidated with Holdings or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that in the case of (x) and (y) after giving effect to such acquisition, merger or consolidation, either (a) Holdings

would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant or (b) the Fixed Charge Coverage Ratio of Holdings and the Restricted

Subsidiaries is greater than it was immediately prior to such acquisition or merger;

(15) Indebtedness arising from the honoring by a bank or other financial

institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(16) Indebtedness of Holdings or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to Credit

Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(17) (A) any guarantee by

Holdings or a Restricted Subsidiary of Indebtedness or other obligations of Holdings or any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by Holdings or such Restricted Subsidiary is permitted under the terms of this

Indenture, or

(B) any guarantee by a Restricted Subsidiary of Indebtedness of Holdings;

(18) Indebtedness of Holdings or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums

or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(19) Indebtedness consisting of Indebtedness issued by Holdings or any of its Restricted Subsidiaries to current or former

officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of Holdings or any direct or indirect parent company of Holdings to the extent

described in Section 4.07(b)(4) herein;

(20) Indebtedness consisting of cash management services incurred in the

ordinary course of business;

(21) customer deposits and advance payments received in the ordinary course of business from

customers for goods purchased in the ordinary course of business;

(22) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of Holdings and its Restricted Subsidiaries with such banks or financial institutions

that arises in connection with ordinary banking arrangements to manage cash balances of Holdings and its Restricted Subsidiaries;

(23) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of

exchange or the discounting or factoring of receivables or payables for credit management purposes, in each case incurred or undertaken consistent with past practice or in the ordinary course of business;

(24) Indebtedness of Foreign Subsidiaries of Holdings in an amount not to exceed, at any one time outstanding and together with

any other Indebtedness incurred under this clause (24), the greater of (x) $325.0 million and (y) 30% of LTM EBITDA;

(25) Indebtedness consisting of Guarantees in favor of customers of

Holdings, its Restricted Subsidiaries or joint ventures to which Holdings or a Restricted Subsidiary is a party not to exceed $20.0 million in the aggregate;

(26) Indebtedness of any Person that is not a Restricted Subsidiary not to exceed $150.0 million at any time (without

giving effect to any write-offs or write-downs of such Indebtedness); and

(27) Indebtedness of Holdings or any Restricted Subsidiary:

(A) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs,

appeal, performance and/or return of money bonds or other similar obligations incurred in the ordinary course of business; and

(B) in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments to support any of

the foregoing items.

Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (27) of

Section 4.09(b) or is entitled to be incurred pursuant to Section 4.09(a), Holdings, in its sole discretion, may divide, classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and

will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses of Section 4.09(b) or under Section 4.09(a); and (2) at the time of incurrence, Holdings will

be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.09(a) and Section 4.09(b); provided that all Indebtedness outstanding under the Senior Secured Credit

Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) and shall not be reclassified. Notwithstanding the above, Restricted Subsidiaries that are not Subsidiary Guarantors may not

incur Indebtedness or issue Disqualified Stock or Preferred Stock in the aggregate pursuant to Section 4.09(a) and clauses (12), (13), (14) and (24) of Section 4.09(b) if, after giving pro forma effect to such incurrence or

issuance (including a pro forma application of the net proceeds therefrom), the aggregate amount of Indebtedness or Disqualified Stock and Preferred Stock of Restricted Subsidiaries that are not Subsidiary Guarantors incurred or issued

pursuant to this Section 4.09(a) and clauses (12), (13), (14) and (24) of Section 4.09(b) at any one time outstanding would exceed the greater of (x) $425.0 million and (y) 40% of LTM EBITDA.

(d) Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of

interest in the form of additional Indebtedness and the payment of dividends in the form of additional Disqualified Stock or Preferred Stock, as applicable, will in each case not be deemed to be an incurrence of Indebtedness or Disqualified Stock or

Preferred Stock for purposes of this Section 4.09.

(e) For purposes of determining compliance with any

U.S. Dollar-denominated restriction on the incurrence of Indebtedness, the U.S. Dollar-equivalent principal amount of Indebtedness denominated in a foreign

currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such

Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. Dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate

in effect on the date of such refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not

exceed (a) the principal amount of such Indebtedness being refinanced, plus (b) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums) and other costs and expenses (including original issue discount,

upfront fees or similar fees) incurred in connection with such refinancing.

(f) The principal amount of any Indebtedness incurred to

refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that

is in effect on the date of such refinancing. Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be

deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

(g) The amount of any Indebtedness

outstanding as of any date will be, in respect to Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(1) the fair market value of such assets at the date of determination; and

(2) the amount of the Indebtedness of the other Person.

Section 4.10 Asset Sales.

(a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) Holdings or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least

equal to the fair market value (as determined in good faith by Holdings at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by Holdings or such

Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the following shall be deemed to be cash for purposes of this provision and for no other purpose:

(A) any liabilities (as reflected in Holdings’ or such Restricted Subsidiary’s most recent balance sheet or in the

footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on Holdings’ or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such

incurrence or increase had taken place on the date of such balance sheet, as determined by Holdings) of Holdings or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the

transferee of any such assets pursuant to a written agreement which releases or indemnifies Holdings or such Restricted Subsidiary from such liabilities;

(B) any securities, notes or other similar obligations received by Holdings

or such Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days of the receipt thereof; and

Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding,

not to exceed the greater of (i) $400 million and (ii) 40% of LTM EBITDA at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

(b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale, Holdings or such Restricted Subsidiary, at its option, may apply

the Net Proceeds from such Asset Sale,

(1) to permanently reduce Indebtedness as follows:

(A) to permanently reduce Secured Indebtedness, including, without limitation, under the Senior Secured Credit Facilities, in

each case, which is secured by a Lien that is permitted by this Indenture and to correspondingly reduce commitments with respect thereto;

(B) to permanently reduce Obligations under other Senior Indebtedness of the Company or a Guarantor (and to correspondingly

reduce commitments with respect thereto), provided that the Company or such Guarantor shall equally and ratably reduce (or offer to reduce, as applicable) Obligations under the Notes on a pro rata basis to the extent the Obligations being

reduced were incurred after the Issue Date; provided further that all reductions of Obligations under the Notes shall be made as provided under Section 3.07 herein or through open-market purchases

(to the extent such purchases are at or above 100% of the principal amount thereof plus accrued and unpaid interest) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to

purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or

(C) if the assets subject of such Asset Sale are the property or assets of a Restricted Subsidiary (other than the Company)

that is not a Guarantor, to permanently reduce Indebtedness of (i) a Restricted Subsidiary (other than the Company) that is not a Guarantor, other than Indebtedness owed to Holdings or any Restricted Subsidiary, or (ii) the Company or a

Guarantor.

(2) to make (A) an Investment in any one or more businesses;

provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in Holdings or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such

that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, in each of (A), (B) and (C), used or useful in a Similar Business;

(3) to make an Investment in (A) any one or more businesses; provided that such Investment in any business is in

the form of the acquisition of Capital Stock and results in Holdings or any of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary,

(B) properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale; or

(4) any combination of the foregoing;

provided that, in the case of clauses (2) and (3) above, a binding commitment entered into not later than such

450-day period shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as Holdings, or such other Restricted Subsidiary enters into such commitment with the

good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated

for any reason before the Net Proceeds are applied in (x) connection therewith or (y) such Net Proceeds are not actually so invested or paid in accordance with clause (2) or (3) above by the end of such

180-day period, then such Net Proceeds shall constitute Excess Proceeds.

Pending the final

application of any Net Proceeds, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited

by this Indenture.

forth in Section 4.10(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Company shall make an offer to all Holders of the Notes and if required by

the terms of any Indebtedness that is pari passu with the Notes or any Guarantee (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the

maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $1,000 (but in minimum amounts of $2,000) that may be purchased out of the Excess Proceeds at an offer price, in the case of the

Notes, in cash in an amount equal to 100% of the principal amount thereof, plus Additional Amounts and accrued and unpaid interest, to the date fixed for the closing of such offer, and in the case of any Pari Passu Indebtedness at the offer

price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any, in accordance with the procedures set forth herein. The Company will commence

an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $100.0 million by transmitting the notice required pursuant to the

terms of this Indenture, with a copy to the Trustee. The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the

relevant 450 days or with respect to Excess Proceeds of $100.0 million or less.

(d) To the extent that the aggregate amount of Notes

and such Pari Passu Indebtedness, as the case may be, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, Holdings may use any remaining Excess Proceeds for any purposes not otherwise prohibited under this Indenture. If

the aggregate principal amount of Notes or Pari Passu Indebtedness, as the case may be, surrendered by such holders thereof exceeds the amount of Excess Proceeds, such Notes or Pari Passu Indebtedness, as the case may be, will be

purchased on a pro rata basis based on the accreted value or principal amount of such Notes or Pari Passu Indebtedness, as the case may be, tendered (and the Registrar will select the tendered Notes (in the case of physical Notes) of

tendering holders on a pro rata basis, or such other basis in accordance with DTC procedures (in the case of global Notes) based on the amount of Notes tendered). Additionally, the Company may, at its option, make an Asset Sale Offer using proceeds

from any Asset Sale at any time after consummation of such Asset Sale. Upon consummation or expiration of any Asset Sale Offer, any Net Proceeds not used to purchase Notes or Pari Passu Indebtedness in such Asset Sale Offer shall not be

deemed Excess Proceeds and Holdings may use any Net Proceeds not required to be used for general corporate purposes, subject to other covenants contained herein.

(e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other

securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or

regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of such compliance.

The provisions under this Indenture relative to the Company’s obligation to make an offer to repurchase the Notes as a result of an

Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

Section 4.11 Transactions with Affiliates.

(a) Holdings will not, and will not permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or otherwise

dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of

Holdings (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to Holdings or its relevant Restricted

Subsidiary than those that would have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Company delivers to the Trustee, with respect to any Affiliate

Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50.0 million, a resolution adopted by the majority of the board of directors of Holdings (or a resolution of the Audit Committee

of the board of directors of Holdings approved by a majority of the members of the Audit Committee) approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause

(1) above.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the

provisions of Section 4.11(a) hereof:

(1) transactions between or among Holdings or any of its Restricted

Subsidiaries;

(2) Restricted Payments permitted by Section 4.07 herein and the definition of “Permitted

Investment”;

(3) the payment of reasonable and customary compensation and fees paid to, and indemnities provided

for the benefit of, former, current or future officers, directors, employees or consultants of Holdings, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

(4) transactions in which Holdings or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter

from an Independent Financial Advisor either stating that such transaction is fair to Holdings or such Restricted Subsidiary from a financial point of view or stating that such terms are not materially less favorable to Holdings or its relevant

Restricted Subsidiary than those that would have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(5) any agreement as in effect as of the Issue Date, or any amendment thereto or any transaction contemplated thereby

(including pursuant to any amendment thereto) or by any replacement agreement thereto (so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect when taken as a whole as compared to the

applicable agreement as in effect on the Issue Date as determined in good faith by Holdings);

(6) the existence of, or the

performance by Holdings or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the

Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by Holdings or any of its Restricted Subsidiaries of obligations under any future amendment to any

such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (6) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous in any

material respect in the good faith judgment of the board of directors or management of Holdings to the Holders when taken as a whole;

(7) transactions with customers, clients, suppliers, or purchasers or

sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to Holdings and its Restricted Subsidiaries, in the reasonable determination of the board of

directors of Holdings or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(8) the sale and issuance of Equity Interests of Holdings to any Permitted Holder or to any director, officer, employee or

consultant of Holdings or its direct or indirect parent entities or its Restricted Subsidiaries or any Affiliates thereof otherwise in compliance with the terms of this Indenture;

(9) sales of accounts receivable, or participations therein, in connection with any Receivables Facility or Factoring Program;

(10) payments by Holdings or any of its Restricted Subsidiaries to any of the investors made for any financial advisory,

financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of

Holdings in good faith;

(11) any issuances of securities or other payments, awards, grants in cash, securities or

otherwise or loans (or cancellation of loans) to employees or consultants of Holdings, any of its direct or indirect parent entities or any of its Restricted Subsidiaries pursuant to, or for the funding of, employment arrangements or agreements,

stock option plans, stock ownership plans and other similar arrangements with such employees or consultants which, in each case, are approved by Holdings in good faith;

(12) the pledge of Equity Interests of any Unrestricted Subsidiary to lenders to support the Indebtedness of such Unrestricted

Subsidiary owed to such lenders;

(13) any transaction with a joint venture which would constitute an Affiliate Transaction

solely because Holdings or any Restricted Subsidiary owns an equity interest or otherwise controls such joint venture or similar entity; and

(14) the payment of management, consulting, monitory and advisory fees and related expenses pursuant to the Advisory Agreement

pursuant to the terms of the Advisory Agreement as in effect on the Issue Date or pursuant to any amendment thereto or a new or replacement agreement (so long as any such amendment or new or replacement agreement is not materially more

disadvantageous to the Holders when taken as a whole as compared to the Advisory Agreement in effect on the Issue Date).

Section 4.12 Liens.

Holdings will not, and will not permit the Company or any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or otherwise

cause or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related Guarantee of the Company or any Guarantor, on any asset or property of the Company or any Guarantor, or any income or profits

therefrom, or assign or convey any right to receive income therefrom, unless:

(a) in the case of any Liens securing Subordinated

Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and

(b) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to or restrict

Liens securing obligations in respect of the Notes (and exchange notes with respect thereto) and the related Guarantees.

Any Lien created

for the benefit of the Holders of the Notes pursuant to this Section 4.12 shall be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (a) and (b) above.

If Holdings, the Company or any Subsidiary Guarantor should require the Trustee to execute any document in connection with such release and discharge of a Lien, the Company shall provide an Officer’s Certificate and Opinion of Counsel each

stating that (i) such release and discharge is authorized or permitted by the terms of this Indenture and the Notes, and (ii) that all conditions precedent to such release and discharge have been satisfied.

Section 4.13 Corporate Existence.

Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect

its corporate existence.

Section 4.14 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, unless the Company has previously or concurrently transmitted a redemption notice with respect to all the

outstanding Notes as described under Section 3.07, the Company will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of

Control Payment”) equal to 101% of the aggregate principal amount thereof plus Additional Amounts and accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of the Notes of record on

the relevant record date to receive interest due on the relevant interest payment date. Except as set forth in the preceding sentence, within 30 days following any Change of Control, the Company will transmit notice of such Change of Control Offer,

with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered

pursuant to such Change of Control Offer will be accepted for payment by the Company;

(2) the purchase price and the purchase date, which will be no earlier than

10 days nor later than 60 days from the date such notice is transmitted (the “Change of Control Payment Date”), except in the case of a conditional Change of Control Offer made in advance of a Change of Control as described below;

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant

to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders

electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent

specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such

Notes; provided that the Paying Agent receives, not later than the close of business on the expiration date of the Change of Control Offer, an electronic transmission, facsimile transmission or letter setting forth the name of the Holder of

the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Company is purchasing less than all of the Notes, the remaining Notes will be equal in principal amount to the

unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;

(8) the other instructions, as determined by the Company, consistent with the covenant described hereunder, that a Holder must

follow; and

(9) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of

Control Offer is conditional upon the occurrence of such Change of Control.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of

Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have

breached its obligations in this Indenture by virtue of such compliance.

(b) On the Change of Control Payment Date, the Company will, to

the extent permitted by law:

(1) accept for payment all Notes issued by it or portions thereof properly

tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the aggregate

Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be

delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to, and purchased by, the Company.

The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of

Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will, upon receipt of an Authentication Order, promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in

principal amount to any unpurchased portion of the Notes surrendered, if any. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(c) Notwithstanding anything to the contrary in this Section 4.14, the Company will not be required to make a Change of Control Offer

following a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes properly tendered and

not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.

(d) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control,

conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. In such a case, the related notice shall describe such condition, and if

applicable, shall state that, in the Company’s discretion, the purchase date may be delayed until such time as such condition shall be satisfied, or such purchase may not occur and such notice may be rescinded in the event that such condition

shall not have been satisfied by the purchase date, or by the purchase date as so delayed.

(e) Notwithstanding anything to the contrary

contained herein, in connection with any Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third

party making such a Change of Control Offer in lieu of the Company, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’

prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer; plus, to the

extent not included in the Change of Control Offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date.

Section 4.15 Payments for Consent.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any

consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to

all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Section 4.16 Additional Note Guarantees.

(a) The Company will cause each Domestic Restricted Subsidiary that incurs material Indebtedness, has Indebtedness under Credit Facilities or

guarantees Indebtedness of the Company or any Guarantor to execute and deliver to the Trustee a supplemental indenture (in the form attached as Exhibit E hereto) in which such Restricted Subsidiary will unconditionally

guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior unsecured basis and to deliver an Opinion of Counsel to

the Trustee within 30 days of the date on which such Domestic Restricted Subsidiary incurred material Indebtedness, had Indebtedness under the Credit Facilities or guaranteed Indebtedness of the Company or any Guarantor, stating that such

supplemental indenture has been duly authorized, executed and delivered by that Domestic Restricted Subsidiary and constitutes a valid and binding agreement of that Domestic Restricted Subsidiary, enforceable in accordance with its terms (subject to

customary exceptions). The Company will cause each Restricted Subsidiary that is a Foreign Subsidiary that guarantees the Senior Secured Credit Facility to execute and deliver to the Trustee a supplemental indenture (in the form attached as

Exhibit E hereto) in which such Restricted Subsidiary will unconditionally guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other

obligations under this Indenture on a senior unsecured basis and to deliver an Opinion of Counsel to the Trustee within 30 days of the date on which such Restricted Subsidiary that is a Foreign Subsidiary guaranteed the Senior Secured Credit

Facilities, stating that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a valid and binding agreement of such Restricted Subsidiary, enforceable in accordance with its terms

(subject to customary exceptions including those specified in Section 4.16(c) below). Notwithstanding the foregoing, (i) in the event that any Domestic Restricted Subsidiary, which is a Guarantor, has no material Indebtedness, has no

Indebtedness under Credit Facilities and is released and discharged in full from all of its obligations under guarantees of the Company or any Guarantor, then the Guarantee of such Guarantor shall be automatically and unconditionally released or

discharged; provided, that such Restricted Subsidiary has not incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09 hereof unless such Guarantor’s obligations under such Indebtedness so incurred are

satisfied in full and discharged or are otherwise permitted under one of the exceptions available at the time of such release to Restricted Subsidiaries pursuant to Section 4.09 hereof and (ii) in the event that any Foreign Subsidiary,

which is a Guarantor, has no Indebtedness under the Senior Secured Credit Facilities and is released and discharged in full from all of its obligations under guarantees thereunder, then the Guarantee of such Guarantor shall be automatically and

unconditionally released or discharged.

(b) Each Guarantee will be limited to an amount not to exceed the maximum amount that can be

guaranteed by that Guarantor without rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

(c) The guarantee obligations of a Guarantor under its Note Guarantee may further be limited, modified, delayed or withheld as necessary or

appropriate (i) to be consistent with the limitations of its guarantee or obligations under the Senior Secured Credit Facilities, (ii) if in certain jurisdictions it is either impossible or impractical to grant guarantees; provided

that the Company shall use commercially reasonable endeavors to overcome any such obstacle, (iii) to avoid any general legal limitations such as general statutory limitations, financial assistance, corporate benefit, “thin

capitalization” rules, retention of title claims or similar matters, (iv) to avoid a conflict with (A) the fiduciary duties of directors, (B) the contravention of any legal prohibition or regulatory condition, (C) a

material risk of personal or criminal liability for any officers or directors, in each case as determined by the Company in good faith, (v) avoid negotiations with pension trustees or regulators where such Note Guarantee would have a materially

negative financial or cash effect on a pension obligation or (vi) avoid a material income inclusion under Section 951(a)(1)(B) of the Code.

Section 4.17 Designation of Restricted and Unrestricted Subsidiaries.

The board of directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not

cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an

Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted

Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The board of

directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a

certified copy of a resolution of the board of directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by

Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any

Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in

default of such covenant. The board of directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of

Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated

on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Section 4.18 Covenant Fall-Away Event.

(a) If on any date following the Issue Date (i) the Notes have Investment Grade Ratings from at least two Rating Agencies, and

(ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Fall-Away Event”), the

covenants specifically listed under the following Sections of this Indenture will not be applicable to the Notes:

Section 4.07;

Section 4.08;

Section 4.09;

Section 4.10;

Section 4.11;

Section 4.16; and

Section 5.01(a)(4);

(collectively, the “Terminated Covenants”).

(b) In the event that a Covenant Fall-Away Event occurs, Holdings and its Subsidiaries will no longer be subject to the Terminated Covenants,

regardless of whether on any subsequent date one or more Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating.

(c) The Company shall provide an Officer’s Certificate to the Trustee indicating the occurrence of a Covenant Fall-Away Event (the date

of such occurrence, the “Fall-Away Date”). The Trustee shall not be deemed to have knowledge of the ratings of the Notes and shall have no obligation to monitor the ratings of the Notes or to independently determine or verify if

such events have occurred or notify the Holders of any Fall-Away Date. The Trustee may deliver a copy of such Officer’s Certificate to the Holders upon request.

Section 4.19 Additional Amounts.

(a) All payments made by or on behalf of the Company or any of the Guarantors under or with respect to the Notes or any Note Guarantee will be

made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any

Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Company or any Guarantor (including any successor entity) is then incorporated, engaged in business, organized or resident for tax purposes or any political

subdivision thereof or therein or

(2) any jurisdiction from or through which payment is made by or on behalf of the Company or any Guarantor (including, without limitation, the jurisdiction of any paying agent) or any political

subdivision thereof or therein (each of (1) and (2), a “ Tax Jurisdiction”), will at any time be required to be made from any payments under or with respect to the Notes or any Note Guarantee, including, without limitation,

payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the

net amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes after such withholding, deduction or imposition will equal the respective amounts of cash that would have been received and retained in respect

of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:

(1) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or

a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or

resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the

exercise or enforcement of rights under such Note or this Indenture or under a Note Guarantee of a Guarantor or the receipt of payments in respect of such Note or a Note Guarantee of a Guarantor;

(2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation

is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period);

(3) any estate, inheritance, gift, sale, transfer, personal property or

similar Taxes;

(4) any Note presented for payment (where presentation is required) by or on behalf of a Holder of Notes

who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a member state of the European Union;

(5) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect

to any Note Guarantee of a Guarantor;

(6) any Taxes to the extent such Taxes are imposed or withheld by reason of the

failure of the Holder or beneficial owner of Notes, following the Company’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to the Holder or

beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from,

or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to

the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation;

(7) any Taxes imposed or withheld by reason of the failure of the Holder or

beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the Code, the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to

Section 1471(b) of the Code;

(8) any withholding Tax imposed by the United States or a political subdivision thereof;

(9) any combination of clauses (1) through (8) above.

(b) In addition to the foregoing, the Company and any Guarantors will also pay and indemnify the Holder for any present or future stamp, issue,

registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any jurisdiction on the

execution, delivery, issuance or registration of any of the Notes, this Indenture, any Note Guarantee of a Guarantor or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes

or any Note Guarantee of a Guarantor.

pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee of a Guarantor, the Company or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days

prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or the relevant Guarantor shall notify the Trustee promptly thereafter) an

Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the paying

agents to pay Additional Amounts to holders on the relevant payment date. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The

Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any such Officer’s

Certificate.

(d) The Company or the relevant Guarantor will make all withholdings and deductions (within the time period and in the

minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Company or the relevant Guarantor will use their reasonable efforts to obtain Tax receipts from

each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company or the relevant Guarantor will furnish to the Trustee (or to a holder upon request), within 60 days after the date the payment of any Taxes so deducted or

withheld is made, certified copies of Tax receipts evidencing payment by the Company or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments

(reasonably satisfactory to the Trustee) by such entity.

(e) The obligations in this Section 4.19 will survive any termination, defeasance or

discharge of this Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business

for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes (or any Note Guarantee of a Guarantor) and any department or political subdivision thereof or therein.

Section 4.20 Limited Condition Transactions.

When calculating the availability under any basket or ratio under this Indenture, in each case in connection with a Limited Condition

Transaction and any related transactions (including any incurrence of Indebtedness and the use of proceeds thereof), the date of determination of such basket or ratio and/or absence of any Default or Event of Default shall, at the option of the

Company, be the date the definitive agreements for such Limited Condition Transaction are entered into, and such baskets or ratios shall be calculated with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment

provisions set forth in the definition of Fixed Charge Coverage Ratio after giving effect to such Limited Condition Transaction 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 occurred at the beginning of the most recent period of four consecutive fiscal quarters for which internal financial statements are available immediately preceding the date of the event for which the calculation

is made ending prior to such date and, for the avoidance of doubt, (x) if any of such baskets or ratios are exceeded as a result of fluctuations in such basket or ratio (including due to fluctuations in consolidated EBITDA of the Company or the

target company) subsequent to such date of determination and at or prior to the consummation of the relevant Limited Condition Transaction, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for

purposes of determining whether the Limited Condition Transaction is permitted under this Indenture and (y) such baskets or ratios shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions;

provided, further, that if the Company elects to have such determinations occur at the time of entry into such definitive agreement, any such transactions (including any incurrence of Indebtedness and the use of proceeds thereof) shall be deemed to

have occurred on the date the definitive agreements are entered into and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited

Condition Transaction unless and until such Limited Condition Transaction has been abandoned, as determined by the Company, prior to the consummation thereof; provided, further, that in connection with the making of Restricted Payments prior to the

consummation of such Limited Condition Transaction, the calculation of Consolidated Net Income and consolidated EBITDA (and any defined term a component of which is Consolidated Net Income or consolidated EBITDA) shall not, in any case, assume such

Limited Condition Transaction has been consummated.

100

Notwithstanding anything to the contrary, each Trustee shall have no responsibility, nor

shall it have any liability to the Company, the Guarantors, any Holder or any third party, for calculating any basket, ratio or other financial metrics under this Indenture, determining whether any Default or Event of Default has occurred, is

continuing or would result from any action, or determining the Company’s compliance with any other condition precedent to any action or transaction, in connection with a Limited Condition Acquisition, any actions or transactions related

thereto, or otherwise.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of Assets.

(a) Neither Holdings nor the Company may, directly or indirectly, consolidate or merge with or into or wind up into (whether or not Holdings or

the Company, as applicable, is the surviving corporation) or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of Holdings’ or the Company’s properties or assets, as applicable, in one or more related

transactions, to any Person unless:

(1) Holdings or the Company, as applicable, is the surviving entity or the Person

formed by or surviving any such consolidation or merger (if other than Holdings or the Company, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership

(including a limited partnership), trust or limited liability company organized or existing under the laws of the jurisdiction of organization of Holdings or the Company, as applicable, or the laws of the United States, any state thereof, the

District of Columbia or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is the successor to the Company and is not

a corporation, a co-obligor of the Notes is a corporation;

(2) the Successor

Company, if other than Holdings or the Company, expressly assumes all the obligations of Holdings or the Company, as applicable, under this Indenture and the Guarantee or the Notes, as applicable, pursuant to a supplemental indenture or other

documents or instruments;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such

transactions had occurred at the beginning of the applicable four-quarter period,

(A) Holdings or the Successor Company (if the successor to Holdings), as applicable, would be permitted to incur at least $1.00

of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a), or

(B) the

Fixed Charge Coverage Ratio for Holdings or the Successor Company (if the successor to Holdings) and its Restricted Subsidiaries would be equal to or greater than such Ratio for Holdings and its Restricted Subsidiaries immediately prior to such

transaction;

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(5) each Guarantor, unless (i) it is the other party to the

transactions described above, in which case Section 5.01(b)(1)(B) shall apply or (ii) Holdings is the surviving entity, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under

this Indenture and the Notes; and

(6) the Company or the Successor Company (if the successor to the Company) shall have

delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, complies with this Indenture.

The Successor Company will succeed to, and be substituted for, Holdings or the Company, as the case may be, under this Indenture, the

Guarantees and the Notes, as applicable. Notwithstanding the foregoing clauses (3) and (4) of this Section 5.01(a),

(1) any Restricted Subsidiary (other than the Company) may consolidate with or merge into or transfer all or part of its

properties and assets to Holdings, the Company or a Guarantor, and

(2) Holdings or the Company may merge with an Affiliate

of Holdings or the Company, as the case may be, solely for the purpose of reincorporating Holdings or the Company in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of

Holdings and its Restricted Subsidiaries is not increased thereby.

(b) No Subsidiary Guarantor will, and Holdings will not permit any

Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its

properties or assets, in one or more related transactions, to any Person unless:

(1) (A) such Guarantor is the surviving

entity or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, trust

or limited liability company organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia or any territory thereof (such

Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(B) the

Successor Person, if other than a Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to a supplemental indenture or other documents or instruments;

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(D) the Company shall have delivered to the Trustee an Officer’s

Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, complies with this Indenture;

(2) except in the case of an Intermediate Parent, the transaction is made in compliance with Section 4.10 herein, if

applicable; or

(3) in the case of assets comprised of Equity Interests of Subsidiaries that are not Guarantors, such

Equity Interests are sold, assigned, transferred, leased, conveyed or otherwise disposed of to one or more Restricted Subsidiaries.

Subject to Section 5.02 herein, the Successor Person will succeed to, and be substituted for, such Guarantor under this Indenture and

such Guarantor’s Guarantee and such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may

(1) merge or consolidate with or into, wind up into or transfer all or part of its properties and assets to another Guarantor or the Company, (2) merge with an Affiliate of Holdings or the Company solely for the purpose of reincorporating

or reorganizing the Subsidiary Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof, (3) convert into a corporation, partnership, limited partnership, limited liability company or trust organized

or existing under the laws of the jurisdiction of organization of such Subsidiary Guarantor, or (4) liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of Holdings, in

each case, without regard to the requirements set forth in this Section 5.01(b).

Section 5.02 Successor Corporation

Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or

substantially all of the properties or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, in which the Company is not the continuing corporation, the successor Person formed

by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such

consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may

exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the

obligation to pay the principal of, premium on, if any, and interest, if any, on, the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of,

Section 5.01 hereof.

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ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

Each of the following is an “Event of Default”:

(1) default in payment when due and payable (whether at maturity, upon redemption, acceleration or otherwise) of principal of,

or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest on or with respect

to the Notes;

(3) failure by Holdings, the Company or any Subsidiary Guarantor for 60 days after receipt of written notice

given by the Trustee or the Holders of not less than 30% of the aggregate principal amount of the then outstanding Notes (with a copy to the Trustee) to comply with any of its other obligations, covenants or agreements (other than a default referred

to in clauses (1) and (2) above) contained in this Indenture or the Notes;

(4) default under any mortgage, indenture

or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Holdings or any of its Restricted Subsidiaries or the payment of which is guaranteed by Holdings or any of its Restricted

Subsidiaries other than Indebtedness owed to the Company or a Guarantor, if both:

(A) such default either results from the

failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final

maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for

failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $300.0 million or more at any one time outstanding;

(5) failure by Holdings, the Company or any Significant Subsidiary to pay final judgments aggregating in excess of

$300.0 million (net of amounts covered by applicable insurance policies), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final and

non-appealable, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) Holdings, the Company or any of Holdings’ Restricted Subsidiaries that is a Significant Subsidiary or any group of

Restricted Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

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(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in an involuntary case,

(D) makes a general assignment for the benefit of its creditors;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against Holdings, the Company or any of Holdings’ Restricted Subsidiaries that is a Significant

Subsidiary or any group of Restricted Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B) appoints a custodian of Holdings, the Company or any of Holdings’ Restricted Subsidiaries that is a Significant

Subsidiary or any group of Restricted Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Holdings, the Company or any of Holdings’ Restricted Subsidiaries

that is a Significant Subsidiary or any group of Restricted Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary; or

Subsidiary or any group of Restricted Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary;

(D) and the order or decree remains unstayed and in effect for 60 consecutive days; and

(8) the Guarantee of Holdings or any Significant Subsidiary shall for any reason cease to be in full force and effect or be

declared null and void or any responsible officer of Holdings or any Subsidiary Guarantor that is a Significant Subsidiary, as the case may be, denies in writing that it has any further liability under its Guarantee or gives notice to such effect,

other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

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Section 6.02 Acceleration.

In the case of an Event of Default specified in clause (6) or (7) of Section 6.01 hereof, with respect to the Company, any Restricted

Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without

further action or notice.

If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate

principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Such acceleration will not be effective until the earlier of (1) the acceleration of Indebtedness under the Credit Facilities or

(2) five Business Days after receipt by the Company of written notice of such acceleration, at which time the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes will become due and payable

immediately.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may,

on behalf of all of the Holders of all the Notes, rescind an acceleration and its consequences under this Indenture, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of

principal of, premium on, if any, or interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived and the Company has paid all sums owing to the Trustee pursuant to Section 7.07 hereof.

In the event of any Event of Default specified in Section 6.01(4) hereof, such Event of Default and all consequences thereof (excluding

any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event

of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium

on, if any, or interest, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee

may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default

shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

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Section 6.04 Waiver of Past Defaults.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the

Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the

Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any

related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such

waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by

Majority.

Subject to the restrictions contained in this Indenture, Holders of a majority in aggregate principal amount of the then

outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that

conflicts with law or this Indenture, that is unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper

by the Trustee that is not inconsistent with such direction.

Prior to taking any action under this Section 6.05, the Trustee shall receive

indemnification from the Holders satisfactory to it against all loss, liability and expense caused by taking or not taking such action.

Section 6.06 Limitation on Suits.

Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy

with respect to this Indenture or the Notes unless:

(a) such Holder has previously given the Trustee written notice that an Event of

Default is continuing;

(b) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to

the Trustee to pursue the remedy;

satisfactory to the Trustee against any loss, liability or expense;

(d) the Trustee does not comply with such request within 60 days after

receipt of the request and the offer of security or indemnity; and

(e) during such 60-day period,

Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request.

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A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a

Note or to obtain a preference or priority over another Holder of a Note (it being understood that the Trustee shall not have any affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal of, premium on, if

any, or interest, if any, on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall

not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Sections 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover

judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium on, if any, and interest, if any, remaining unpaid on the Notes and interest on overdue principal and, to the extent

lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts

owing to the Trustee pursuant to Section 7.07 hereunder.

Section 6.09 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the

claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and other amounts owing to the Trustee under Section 7.07 hereof) and the Holders of the

Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or

deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the

Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent

that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall not be made

in full for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether

in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,

arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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Section 6.10 Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all

compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second: to the Agents, their agents and attorneys for all amounts due for payment of all compensation, expenses and

liabilities incurred, and all advances made, by the Agents and the costs and expenses of collection;

Third: to

Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any,

and interest, if any, respectively; and

Fourth: to the Company or to such party as a court of competent

jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this

Section 6.10.

Section 6.11 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted

by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including attorneys’ fees,

against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to

Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this

Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

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(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need

perform only those duties that are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the

correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such certificates and opinions which by any provision hereof or

thereof are specifically required to be furnished to the Trustee, the Trustee will be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy

of mathematical calculations or other facts stated therein).

from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.01;

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved

that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee will not be liable with respect to any

action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof; and

(4) no provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee

will be under no obligation to exercise any of its rights or powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to

this Section 7.01.

(e) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in

writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(f) The permissive authorizations, entitlements, powers and rights (including the right to request that the Company take an action or deliver a

document and the exercise of remedies following an Event of Default) granted to the Trustee herein shall not be construed as duties.

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Section 7.02 Rights of Trustee and Agents.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person.

The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may

require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may

consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it under this Indenture in good faith and in

reliance thereon.

any agent appointed with due care. No Depositary shall be deemed an agent of the Trustee, and the Trustee shall not be responsible for any act or omission by any Depositary.

(d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the

rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request,

direction or notice from the Company will be sufficient if signed by an Officer of the Company.

(f) The Trustee will be under no

obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to the Trustee against

the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g) Except for a default

under Section 6.01(1) or Section 6.01(2) hereof, the Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice is received by a Responsible Officer of the Trustee at the Corporate Trust Office of

the Trustee, and such notice references the Notes and this Indenture and states that it is a notice of Default or Event of Default.

(h) In

no event shall the Trustee be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been

advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities

and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act

hereunder; provided, however, that (i) an agent, custodian or other Person shall only be liable to extent of its gross negligence, willful misconduct or bad faith; and (ii) in and during an Event of Default, only the Trustee,

and not any agent, custodian or other Person, shall be subject to the prudent person standard.

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(j) The Trustee shall not be required to give any bond or surety in respect of the

performance of its powers and duties hereunder.

(k) The Trustee may request that the Company deliver a certificate setting forth the names

of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(l) In no event

shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, (i) provision of

any present or future law or regulation or act of any governmental authority, (ii) act of God, (iii) natural disaster, (iv) war, (v) terrorism, (vi) civil unrest, (vii) utility failure, (viii) labor dispute,

(ix) disease, (x) epidemic or pandemic, (xi) quarantine, (xii) national emergency, (xiii) computer hardware or software failure, (xiv) communications system failure, (xv) malware or ransomware attack or

(xvi) unavailability of the Federal Reserve Bank wire or telex system or other applicable wire or funds transfer system, or (xvii) unavailability of any securities clearing system; in the event of any such delay, performance shall be

extended for so long as such period of delay.

(m) The Trustee shall not be bound to make any investigation into the facts or matters

stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make

such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company,

personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(n) Notwithstanding anything herein to the contrary, the Trustee shall have no responsibility for preparing, recording, filing, re-recording, or re-filing any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensuring the

perfection or maintenance of any security interest granted pursuant to this Indenture or any related document.

Section 7.03

Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may

otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.10 herein.

Section 7.04 Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not

be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any

money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture

other than its certificate of authentication.

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Section 7.05 Notice of Defaults.

If a Default or Event of Default occurs and is continuing and a Responsible Officer of the Trustee has received written notice thereof, the

Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days, unless such Default or Event of Default has been cured or waived. Except in the case of a Default or Event of Default in payment of principal of,

premium on, if any, or interest, if any, on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the

Notes.

Section 7.06 [Reserved].

Section 7.07 Compensation and Indemnity.

(a) The Company will pay to the Trustee and the Agents from time to time reasonable compensation for their acceptance of this Indenture and for

all services rendered by it hereunder. The Trustee’s and Agents’ compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse the Trustee and the Agents promptly upon request

for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents,

counsel, court costs, accountants and experts (including any applicable value added tax).

(b) The Company and the Guarantors jointly and

severally will indemnify each of the Trustee and the Agents and each of their officers, directors, employees and agents, against any and all losses, liabilities or expenses (including attorneys’ fees and expenses) incurred by it arising out of

or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself

against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties under this Indenture, except to the extent any such loss,

liability or expense may be attributable to its negligence or willful misconduct . Each of the Trustee and the Agents will notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee or the Agents to so notify

the Company will not relieve the Company or any of the Guarantors of their obligations under this Indenture.

Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.

(d) To secure the Company’s and the Guarantors’ obligations in this Section 7.07, the Trustee will have a Lien prior to the

Notes on all money or property held or collected by the Trustee or any Paying Agent, except that held in trust to pay principal of, premium on, if any, or interest, if any, on, particular Notes. Such Lien will survive the satisfaction and discharge

of this Indenture and the resignation or removal of the Trustee.

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(e) When the Trustee incurs expenses or renders services after an Event of Default specified

in clause (6) or (7) of Section 6.01 hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy

Law.

Section 7.08 Replacement of Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor

Trustee’s acceptance of appointment as provided in this Section 7.08.

(b) The Trustee may resign in writing at any time and be

discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company

may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 hereof;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any

Bankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a

successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the

Company.

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring

Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10

hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the

resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will transmit a notice of its succession to

Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee under this Indenture have been paid and subject to the Lien provided for in

Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s and the Guarantors’ obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

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Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, sells or transfers all or substantially all of its corporate trust business to, another

Person, the successor Person without any further act will be the successor Trustee.

Section 7.10 Eligibility;

Disqualification.

There will at all times be a Trustee under this Indenture that is a Person organized and doing business under the

laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trust powers, that is subject to supervision or examination by federal or state authorities and that has a combined capital and

surplus (together with its Affiliates) of at least $50.0 million as set forth in its most recent published annual report of condition.

Section 7.11 Resignation of Agents.

Any Agent may resign and be discharged from its duties under this Indenture at any time by giving 30 days’ prior written notice of such

resignation to the Trustee and the Company. The Trustee or the Company may remove any Agent at any time by giving 30 days’ prior written notice to any Agent. Upon such notice, a successor Agent shall be appointed by the Company, who shall

provide written notice of such to the Trustee. Such successor Agent shall become the Agent under this Indenture upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within 30 days

after such notice, the Agent may, in its sole discretion, appoint a successor Agent on the Company’s behalf, deliver any funds then held under this Indenture in its possession to the Trustee or may apply to a court of competent jurisdiction

for the appointment of a successor Agent or for other appropriate relief. The costs and expenses (including its counsels’ fees and expenses and any applicable value added tax) incurred by the Agent in connection with such proceeding shall be

paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall delivery any funds then held under this Indenture to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the

Agent. Upon its resignation and delivery any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture; provided that Section 7.07 hereof shall survive.

ARTICLE 8

LEGAL DEFEASANCE AND

COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may at any time, at the option of its board of directors evidenced by a resolution set forth in an Officer’s Certificate,

elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

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Section 8.02 Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of

the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the

conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness

represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in

clauses (a) and (b) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments

acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged under this Indenture:

(a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium on, if any, or interest, if any, on

such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(b) the Company’s obligations with

respect to such Notes under Article 2 and Section 4.02 hereof;

and the Company’s and the Guarantors’ obligations in connection therewith; and

(d) this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior

exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of

the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.04, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12,

4.13, 4.14, 4.15, 4.16, 4.17 and 4.18 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter,

“Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection

with such covenants, but will continue to be deemed “outstanding” for all other purposes under this Indenture (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant

Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant,

whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant

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to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified

above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the

satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), (4), (5), (6), (7) and (8) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government

Securities or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium, if any, on and

interest, if any, on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a

particular redemption date;

(b) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an

Opinion of Counsel confirming that, subject to customary assumptions and exclusions:

(1) the Company has received from, or

there has been published by, the Internal Revenue Service a ruling; or

(2) since the date of this Indenture, there has

been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that,

subject to customary assumptions and exclusions, the Holders and the beneficial owners of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes , as applicable, as a result of such Legal Defeasance

and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that,

subject to customary assumptions and exclusions, the Holders and beneficial owners of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to

federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default

resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings);

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(e) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation

of, or constitute a default under, the Senior Secured Credit Facilities or any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the

Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than that resulting with respect to any Indebtedness being defeased from any borrowing of funds to be applied to make the deposit required to effect such

Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to such Indebtedness and the granting of Liens in connection therewith);

(f) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent

of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company, any Guarantor or others; and

(g) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject

to customary assumptions and exclusions), each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) with respect to a Legal Defeasance need not be delivered if

all Notes not therefore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the

Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for

the benefit of the Holders of the Notes, cash in U.S. Dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire

indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption.

Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the

proceeds thereof) deposited with the Trustee (or other qualifying trustee or paying agent, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding

Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may

determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the

account of the Holders of the outstanding Notes.

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Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or

pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally

recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be

required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to

Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the

principal of, premium on, if any, or interest, if any, on any Note and remaining unclaimed for two years after such principal, premium, if any, or interest, if any, has become due and payable shall be paid to the Company on its request or (if then

held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust

money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be

published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or

publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07

Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. dollars or

non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or

otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to

Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes

any payment of principal of, premium on, if any, or interest, if any, on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held

by the Trustee or Paying Agent.

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ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee

may amend or supplement this Indenture, the Notes or the Note Guarantees:

(a) to cure any ambiguity, omission, mistake, defect or

inconsistency;

(b) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of this

Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder (as determined by Holdings) (provided that, in each case, the resulting Notes are issued in

registered form for purposes of Section 163(f) of the Code);

(d) to provide for the assumption of the Company’s or any Guarantor’s obligations to the Holders;

(e) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights

under this Indenture of any such Holder (as determined by Holdings);

(f) to add covenants for the benefit of the Holders or to surrender

any right or power conferred upon the Company or any Guarantor;

(g) to evidence and provide for the acceptance and appointment under this

Indenture of a successor Trustee pursuant to the requirements hereof;

(h) to provide for the issuance of exchange notes or private

exchange notes, which are identical to exchange notes except that they are not freely transferable;

(i) to provide for the issuance of

Additional Notes in accordance with this Indenture;

(j) to add a Guarantor under this Indenture and to allow a Guarantor to execute a

supplemental indenture and/or guarantee the Notes or to release a Guarantor in accordance with the terms of this Indenture;

(k) to conform

the text of this Indenture, the Guarantees or the Notes to any provisions of the “Description of Notes” in the Offering Memorandum (as determined by Holdings);

(l) make any provision with respect to matters or questions arising under this Indenture that the Company may deem necessary or desirable and

that shall not be inconsistent with the provisions of this Indenture; provided that such change or modification does not adversely affect the interests of the Holders in any material respect (as determined by Holdings);

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(m) to make any amendment to the provisions of this Indenture relating to the transfer and

legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not

result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes (in each case, as determined by

Holdings); or

(n) to provide for the issuance of the Notes in a manner consistent with the terms of this Indenture.

Upon the request of the Company accompanied by a resolution of its board of directors authorizing the execution of any such amended or

supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.05 hereof, the Trustee will join with the Company and the Guarantors party thereto in the execution of such amended or supplemental indenture unless

such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or

supplemental Indenture. Any supplemental indenture, the sole effect of which is to add one or more new Guarantors, is not required to be executed and delivered by any then-existing Guarantor.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture

(including, without limitation, Sections 3.09, 4.10 and 4.14 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without

limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof,

any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest, if any, on, the Notes, except a payment default resulting from an acceleration that has been

rescinded, unless held by a non-consenting Holder) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in

aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or

exchange offer for, or the Notes); provided that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders of a

majority in principal amount of the Notes of such series then outstanding (including, in each case, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) shall be required and (y) if any such

amendment or waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects other series of Notes, then the consent of the Holders of a majority in principal

amount of the Notes of each such series then outstanding (including, in each case, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) shall be required. Section 2.08 hereof shall determine

which Notes are considered to be “outstanding” for purposes of this Section 9.02.

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Upon the request of the Company accompanied by a resolution of its board of directors

authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the

documents described in Section 9.05 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s

own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed

amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or

waiver under this Section 9.02 becomes effective, the Company will transmit to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to transmit such notice, or any

defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes

then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each Holder affected, an amendment,

supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(b) reduce the principal of or change the fixed final maturity of any such Note or change the date on which any Notes may be subject to

redemption or reduce the redemption price therefor;

(d) (x) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the

Notes by the Holders of a majority in aggregate principal amount of all then outstanding Notes, and a waiver of the payment default that resulted from such acceleration, or (y) waive a Default in respect of a covenant or provision contained in

this Indenture or any Subsidiary Guarantee which cannot be amended or modified without the consent of all Holders;

(e) make any Note

payable in money other than U.S. Dollars;

(f) make any change to the provisions of Sections 9.01 or 9.02 hereof;

(g) impair the right of any Holder to receive payment of principal of, premium, if any, or interest on such Holder’s Notes on or after

the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or the Subsidiary Guarantees;

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(h) make any change to or modify the ranking of the Notes that would adversely affect the

Holders; or

(i) except as expressly permitted by this Indenture, modify the Guarantee of Holdings in any manner materially adverse to the

Holders of such Notes.

For purposes of determining whether the Holders of the requisite principal amount of Notes have taken any action

under this Indenture, the principal amount of Notes shall be deemed to be the U.S. Dollar equivalent of such principal amount of Notes as of (i) if a record date has been set with respect to the taking of such action, such date or

(ii) if no such record date has been set, the date the taking of such action by the Holders of such requisite principal amount is certified to the Trustee by the Company.

Section 9.03 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a

Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a

Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms

and thereafter binds every Holder.

Section 9.04 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in

exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.05 Trustee to Sign Amendments, etc.

The Company may not sign an amended or supplemental indenture until the board of directors of the Company approves it. In executing any amended

or supplemental indenture, the Trustee shall receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 12.02 hereof, an Officer’s Certificate and an Opinion

of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and is valid and binding upon the Company and the Guarantors.

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ARTICLE 10

NOTE GUARANTEES

Section 10.01 Guarantee.

(a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note

authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(1) the principal of, premium, if any, on, and interest, if any, on the Notes will be promptly paid in full when due, whether

at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any, on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or

thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in

case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by

acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the

Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(1) The Guarantors hereby agree that their obligations under this Indenture are unconditional, irrespective of the validity,

regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the

Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims

with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by

complete performance of the obligations contained in the Notes and this Indenture.

(2) If any Holder or the Trustee is

required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such

Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

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(3) Each Guarantor agrees that it will not be entitled to any right of

subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and

the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition

preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable)

will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of

such right does not impair the rights of the Holders under the Note Guarantee.

Section 10.02 Limitation on Guarantor

Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties

that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or foreign law to

the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after

giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on

behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Notwithstanding anything to the contrary contained in this Indenture, including this Section 10.02, any Foreign Subsidiary’s guarantee and the requirements of this Indenture applicable to such Foreign Subsidiary, may also be subject to

other limitations specified in the applicable supplemental indenture as contemplated by Section 4.16.

Section 10.03

Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor

hereby agrees that this Indenture will be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that

its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates

the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee,

after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Subsidiary after the date of this Indenture, if

required by Section 4.16 hereof, the Company will cause such Subsidiary to comply with the provisions of Section 4.16 hereof and this Article 10, to the extent applicable.

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Section 10.04 Releases.

The obligations of any Subsidiary Guarantor (other than any Intermediate Parent) under its Note Guarantee will be automatically and

unconditionally released and discharged when any of the following occurs:

(1) upon any sale, exchange or transfer (by

merger or otherwise) of the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, if such sale, exchange or transfer is made in compliance with the applicable provisions of

this Indenture;

(2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor

otherwise in accordance with the terms of this Indenture;

(3) upon the release of such Subsidiary Guarantor from its

guarantee, if any, and of all pledges and security, if any, granted by such Subsidiary Guarantor in connection with the Senior Secured Credit Facilities;

(4) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of Section 4.07

hereof and the definition of “Unrestricted Subsidiary” herein;

(5) if the Company exercises its Legal

Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or if the Company’s obligations under this Indenture are discharged in accordance with this Indenture;

(6) the release or discharge of the guarantee by such Guarantor of all Indebtedness that resulted in the creation of such

Guarantee except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision); or

(7) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of

such Guarantor following the transfer of all of its assets to the Company or another Guarantor;

in the case of clauses (1) and (2) of this

Section 10.04, other than to the Company or an Affiliate and as permitted by this Indenture, and the Company must comply with Section 4.10 hereof in respect of such disposition.

Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.04 will remain liable for the

full amount of principal of, premium on, if any, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. At the request and expense of the Company, the Trustee

shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 10.04.

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The obligations of Holdings and any Intermediate Parent under its Note Guarantee will be

automatically and unconditionally released and discharged upon:

(1) the exercise by the Company of its legal defeasance

option or covenant defeasance option as described under Article 8 or the discharge of the Company’s obligations under this Indenture in accordance with the terms of this Indenture as described under “Satisfaction and

Discharge” or the consolidation or merger of the Company with Holdings or an Intermediate Parent in a manner permitted pursuant to, the provisions described above under Section 5.01; and

(2) such Guarantor delivering to the Trustee an Officer’s Certificate, each stating that all conditions precedent

provided for in this Indenture relating to such release and discharge have been complied with and that such release is authorized or permitted by the terms of this Indenture.

ARTICLE 11

SATISFACTION AND

DISCHARGE

Section 11.01 Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(a) either:

(1)

all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for

cancellation; or

(2) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by

reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the

Trustee in the name, and at the expense, of the Company and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in

U.S. Dollars, Government Securities, or a combination thereof, which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee in such amounts as will

be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date

of maturity or redemption;

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(b) in respect of Section 11.01(a)(2), no Default or Event of Default has occurred and

is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to

secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (other than

with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to

secure such borrowings);

(d) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity

or on the redemption date, as the case may be.

In addition, the Trustee will acknowledge the satisfaction and discharge of this Indenture

if the Company delivers an Officer’s Certificate and an Opinion of Counsel to the Trustee each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with and

that such release is authorized or permitted by the terms of this indenture.

Notwithstanding the satisfaction and discharge of this

Indenture, if money has been deposited with the Trustee pursuant to subclause (a)(2) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to

discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held

in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the

Persons entitled thereto, of the principal, premium, if any, and interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of

any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and

the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal of, premium on, if any, or interest, if any, on, any Notes

because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

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ARTICLE 12

MISCELLANEOUS

Section 12.01 Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or

by first class mail (registered or certified, return receipt requested), facsimile transmission, e-mail or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company:

APi Group DE,

Inc.

1100 Old Highway Eight NW, New Brighton, MN 55112

Attention: General Counsel and Secretary, Louis Lambert, Esq.

Vice President—Treasurer & Corporate Finance, Rezai Islam

E-mail: [ ]

If to any Guarantor:

APi Group

Corporation

1100 Old Highway Eight NW, New Brighton, MN 55112

Attention: General Counsel and Secretary, Louis Lambert, Esq.

Vice President—Treasurer & Corporate Finance, Rezai Islam

E-mail: [ ]

In each case, with a copy to (which shall not constitute notice):

Greenberg Traurig, P.A.

401 East

Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 33301

Attention: Flora R. Perez, Esq.; Brian J. Gavsie, Esq.; Grant J. Levine,

Esq.

E-mail: [ ]

If to the Trustee:

Computershare

Trust Company, N.A.

1505 Energy Park Drive, St. Paul, MN 55108

Attention: Corporate Trust Services – APi Group Administrator

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With a copy to (which shall not constitute notice):

Perkins Coie LLP

1155 Avenue of

the Americas, 22nd Floor

New York, NY 10036

Email: [ ]

Attention: Ronald Sarubbi and Nina Varughese

The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or

communications.

All notices and communications will be deemed to have been duly given: at the time delivered by hand, if personally

delivered; five calendar days after being mailed by first class mail, postage prepaid; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Notices and communications given

by publication or electronic delivery will be deemed to have been duly given on the first date on which publication or electronic delivery is made.

If a notice or communication is transmitted in the manner provided above within the time prescribed, it is duly given, whether or not the

addressee receives it.

In addition to the foregoing, the Trustee agrees to accept and act upon notice, instructions or directions

pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the party elects to give the Trustee e-mail

or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall

not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written

instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including, without limitation, the risk of the Trustee acting

on unauthorized instructions, and the risk or interception and misuse by third parties.

If the Company transmits a notice or

communication to Holders, it will transmit a copy to the Trustee and each Agent at the same time.

Notwithstanding any other provisions of

this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the

Depositary for such Note (or its designee) pursuant to the customary procedures of such Depositary.

Section 12.02

Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any

action under this Indenture, the Company shall furnish to the Trustee:

(a) an Officer’s Certificate (which must include the

statements set forth in Section 12.03 hereof) stating that, in the opinion of the signer, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and

130

(b) an Opinion of Counsel, subject to customary assumptions and exclusions (which must

include the statements set forth in Section 12.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

Section 12.03 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such

certificate or opinion are based;

investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 12.04 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set

reasonable requirements for its functions.

Section 12.05 No Personal Liability of Directors, Officers, Employees and

Stockholders.

No past, present, or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, or

any of their direct or indirect parent companies, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture or the Note Guarantees, or for any claim based on, in respect of, or by reason

of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive

liabilities under the federal securities laws.

Section 12.06 Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING

EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT

TO ITS OBLIGATIONS, LIABILITIES OR ANY OTHER MATTER ARISING OUT OF OR IN CONNECTION WITH THIS INDENTURE, THE NOTES OR THE NOTE GUARANTEES

131

MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK AND HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF EACH SUCH COURT IN

PERSONAM, GENERALLY AND UNCONDITIONALLY WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING FOR ITSELF AND IN RESPECT OF ITS PROPERTIES, ASSETS AND REVENUES. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.07 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other

Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.08

Successors.

All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee

in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.04 hereof.

Section 12.09 Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the

remaining provisions will not in any way be affected or impaired thereby.

Section 12.10 Counterpart Originals.

The parties may sign any number of copies of this Indenture, including in electronic.pdf format. Each signed copy will be deemed an original,

but all of them together represent the same agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed

in connection with this Indenture (including, without limitation, the Notes, the Guarantee and any Officer’s Certificate) shall be deemed to include electronic signatures, including, without limitation, digital signature provided by Docusign

or Adobe (or such other digital signature provider as specified in writing to Trustee by the authorized representative), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature. The Company agrees

to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to Trustee, including, without limitation, the risk of Trustee acting on unauthorized instructions, and the risk of interception

and misuse by third parties. This Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the

federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC

(collectively, “Signature Law”); (ii) an original manual

132

signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same

validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature,

or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Indenture may be executed in any number of counterparts, each of which shall be deemed to be an

original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due

to the character or intended character of the writings.

Section 12.11 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of

this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 12.12 Currency of Account; Conversion of Currency; Foreign Exchange Restrictions.

(a) U.S. dollars are the sole currency of account and payment for all sums payable by the Company and the Guarantors under or in

connection with the Notes, the Guarantees of the Notes or this Indenture, including damages related thereto. Any amount received or recovered in a currency other than U.S. dollars by a Holder of Notes (whether as a result of, or on the

enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Company, any Guarantor or otherwise) in respect of any sum expressed to be due to it from the Company

shall only constitute a discharge to the Company to the extent of the U.S. dollar amount, as the case may be, which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or

recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that U.S. dollar amount is less than the U.S. dollar amount expressed to be due to the recipient under

the applicable Notes and the Company shall indemnify it against any loss sustained by it as a result as set forth in Section 12.12(b). In any event, the Company shall indemnify the recipient against the cost of making any such purchase. For the

purposes of this Section 12.12, it will be sufficient for the Holder of a Note to certify in a satisfactory manner (indicating sources of information used) that it would have suffered a loss had an actual purchase of U.S. dollars, as the

case may be, been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. dollars on such date had not been practicable, on the first date on which it would have been practicable, it

being required that the need for a change of date be certified in the manner mentioned above).

(b) The Company covenants and agrees that

the following provisions shall apply to conversion of currency in the case of the Notes, the Guarantees and this Indenture:

(1) (A) If for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes

necessary to convert into a currency (the “Judgment Currency”) an amount due in any other currency (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day

before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).

133

(B) If there is a change in the rate of exchange prevailing between the

Business Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Company will pay such additional (or,

as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally

due.

(2) In the event of the winding-up of the Company or any Guarantor at any

time while any amount or damages owing under the Notes, the Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Company shall indemnify and hold the Holders and the Trustee harmless

against any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the Applicable Currency Equivalent of the amount due or contingently due under the Notes, the Guarantees and this Indenture

(other than under this clause (2)) is calculated for the purposes of such winding-up and (ii) the final date for the filing of proofs of claim in such winding-up.

For the purpose of this clause (2), the final date for the filing of proofs of claim in the winding-up of the Company or any Guarantor shall be the date fixed by the liquidator or otherwise in accordance with

the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Company may be ascertained for such winding-up prior to payment by the liquidator or otherwise in

respect thereto.

constitute separate and independent obligations from the other obligations of the Company under this Indenture, shall give rise to separate and independent causes of action against the Company, shall apply irrespective of any waiver or extension

granted by any Holder or the Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up

of the Company or any Guarantor for a liquidated sum in respect of amounts due hereunder (other than under clause (b)(2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by

the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Company or the liquidator or otherwise or any of them. In the case of clause (b)(2) above, the amount of such deficiency shall not

be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

(d) The term “rate(s) of exchange” shall mean the rate of exchange quoted by Reuters at 10:00 a.m. (New York time) for spot

purchases of the Base Currency with the Judgment Currency other than the Base Currency referred to in clauses (b)(1) and (b)(2) above and includes any premiums and costs of exchange payable.

134

The Trustee shall have no duty or liability with respect to any currency exchange or

conversion or monitoring or enforcing this Section 12.12.

Section 12.13 Calculations.

The Company will be responsible for making all calculations called for under this Indenture or the Notes. The Company will make all such

calculations in good faith and, absent manifest error, its calculations will be final and binding on Holders. The Company will provide a schedule of its calculations to the Trustee when applicable, and the Trustee is entitled to rely conclusively

upon the accuracy of such calculations without independent verification. The Trustee will deliver a copy of any such schedule to any Holder upon the written request of such Holder.

Section 12.14 Compliance with European Sanctions and International Embargoes.

(a) Each party to this Indenture hereby certifies that it does not and will not have, directly or indirectly, any financial link to entities

targeted by the sanctions and/or embargoes established by the European Union or the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. It is understood that funds received in relation to the

issuance of Notes, shall and will not be used in any manner whatsoever to circumvent the sanctions established against entities sanctioned by the European Union or OFAC.

(b) For the avoidance of doubt, any breach of this Section 12.14 by one of the parties hereto is not a breach of this Indenture, but will

unequivocally authorize the other parties hereto to resign from their respective capacities with respect to this Indenture with immediate effect.

(c) The parties hereto agree and acknowledge that the provisions of the above paragraphs shall automatically apply as soon as one of the

parties is or becomes targeted by the sanctions and/or embargoes established by the European Union or OFAC.

Section 12.15

Note Purchases by Company and Affiliates.

The Company and its Affiliates shall be permitted to purchase Notes, whether through

private purchase, open market purchase, tender offer, or otherwise. Such purchase or acquisition shall not operate as or be deemed for any purpose to be a redemption of the Indebtedness represented by such Notes. Any Notes purchased or acquired by

the Company may be delivered to the Trustee and, upon such delivery, the Indebtedness represented thereby shall be deemed to be satisfied.

[Signatures on following page]

135

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed and attested,

all as of the date first above written.

COMPANY:

API GROUP DE, INC.

By:

/s/ David Jackola

Name: David Jackola

Title: Executive Vice President and Chief Financial Officer

GUARANTORS:

API GROUP CORPORATION

By:

/s/ David Jackola

Name: David Jackola

Title: Executive Vice President and Chief Financial Officer

[Signature Page to

Indenture]

3S INCORPORATED

A.P.I. GARAGE DOOR, INC.

ALLEGIANT FIRE PROTECTION LLC

AMERICAN FIRE PROTECTION GROUP, INC.

API GROUP LIFE SAFETY USA LLC

API HVAC SERVICES, INC.

API NATIONAL SERVICE GROUP, INC.

API REAL ESTATE, LLC

CLASSIC INDUSTRIAL SERVICES, INC.

DAVIS-ULMER SPRINKLER COMPANY, INC.

ENDEAVOR FIRE PROTECTION HOLDINGS LLC

ICS, INC.

INTERNATIONAL FIRE PROTECTION, INC.

J. FLETCHER CREAMER & SON, INC.

JOMAX CONSTRUCTION COMPANY, INC. LEJEUNE STEEL COMPANY

MMC HOLDINGS, LLC

MP NEXLEVEL, LLC

MP NEXLEVEL HOLDINGS, INC,

MP NEXLEVEL OF CALIFORNIA, INC.

MP TECHNOLOGIES, LLC

NEXLEVEL INC.

ORACLE ELEVATOR HOLDCO, INC.

SPRINKLER ACQUISITION, LLC

START ELEVATOR LLC

TECHNOLOGIES INC.

TEXAS SPRINKLER HOLDINGS, INC.

THE JAMAR COMPANY

TL NEXLEVEL COMPANIES, LLC

TLR CONSULTING, INC.

UNITED PIPING, INC.

UNITED STATES ALLIANCE FIRE PROTECTION, INC.

VALLEY FIRE PROTECTION SYSTEMS, LLC

VIKING AUTOMATIC SPRINKLER COMPANY

WRIGHT SERVICE CENTER, LLC

API GROUP HOLDINGS CANADA ULC

VIPOND INC.

CHUBB FIRE & SECURITY CANADA CORPORATION

SMC MONITORING CORPORATION

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Indenture]

API GROUP, INC.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

T.TEXAS SPRINKLER, LP

By: Sprinkler Acquisition, LLC, its General Partner

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

PALMETTO AUTOMATIC SPRINKLER CO LLC

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

API ELEVATOR, LLC

By: API GROUP, INC., its sole member

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

API GROUP UK HOLDCO LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Indenture]

KNOWSLEY SK HOLDING LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

KNOWSLEY S.K. LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB GROUP LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB INTERNATIONAL HOLDINGS LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB FIRE LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Indenture]

CHUBB GROUP SECURITY LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB FIRE & SECURITY LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

SECURITY MONITORING CENTRES LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

MENTOR BUSINESS SYSTEMS LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

API GROUP DUTCH HOLDCO B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

BRANDBEVEILIGING ALKMAAR B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Indenture]

DE VRIES BRANDBEVEILIGING B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

FIRE SAFETY FIRST B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

HUGEN BRANDBEVEILIGING EN ADVIESBUREAU B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

SIMPLUS BRANDBLUSAPPARATEN B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

SK FIRESAFETY GROUP B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB INTERNATIONAL (NETHERLANDS) B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Indenture]

CHUBB NEDERLAND B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

AED – PARTNER INTERNATIONAL B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

VIVON NEDERLAND B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

BLUSGROEP B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

ACCESS CONTROL SYSTEMS LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB CHINA HOLDINGS LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Indenture]

CHUBB HONG KONG LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Indenture]

TRUSTEE:

COMPUTERSHARE TRUST COMPANY, N.A., AS TRUSTEE

By:

/s/ Corey J. Dahlstrand

Name: Corey J. Dahlstrand

Title: Vice President

[Trustee Signature Page

to Indenture]

EXHIBIT A

[Face of Note]

CUSIP/CINS

ISIN

5.750% Senior Notes due 2034

No. ___

$________

API GROUP DE, INC.

promises to pay to or its registered assigns,

the principal sum of

DOLLARS (which amount may from time to time be increased or decreased to such other principal

amounts by adjustments made on the records of the Registrar as set forth in the Schedule attached hereto) on June 1, 2034.

Interest Payment

Dates: June 1 and December 1

Record Dates: May 15 and November 15

Dated:

API GROUP DE, INC.

By:

Name:

Title:

This is one of the Notes referred to

in the within-mentioned Indenture:

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee

By:

Authorized Signatory

A-1

[Back of Note]

5.750% Senior Notes due 2034

[Insert

the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if

applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in

the Indenture referred to below unless otherwise indicated.

1. INTEREST. The Company promises to pay or cause to be paid interest

on the principal amount of this Note at 5.750% per annum from May 14, 2026 until maturity. The Company will pay interest, if any, semi-annually in arrears on June 1 and December 1 of each

year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has

been paid, from the date of issuance; provided that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment

Date; provided further that the first Interest Payment Date shall be December 1, 2026. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on

overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any

Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except

defaulted interest), if any, to the Persons who are registered Holders of Notes at the close of business on the May 15 or November 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on

or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest, if any, at the office or agency of the

Paying Agent and Registrar maintained for such purpose, or, at the option of the Company, payment of interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire

transfer of immediately available funds will be required with respect to principal of, premium on, if any, and interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the

Company or the Paying Agent. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, Computershare Trust Company, N.A., the Trustee under the Indenture, will act as Paying Agent

and Registrar.

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4. INDENTURE. The Company issued the Notes under an Indenture dated as of

May 14, 2026 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a

statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company. The

Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

5. OPTIONAL REDEMPTION.

a. At any time prior to June 1, 2029, the Company may on any one or more occasions redeem up to 40% of the aggregate

principal amount of Notes issued under the Indenture, upon not less than 10 nor more than 60 days’ notice, at a redemption price in the case of Notes equal to 105.750% of the principal amount of the Notes redeemed, plus Additional Amounts and

accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), in an amount equal to the net proceeds

from an Equity Offering or a contribution to the Company’s common equity capital made with the net cash proceeds of an Equity Offering; provided that:

1. at least 50% of the aggregate principal amount of such applicable Notes originally issued under the Indenture (calculated

after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of such redemption; and

2. the redemption occurs within 90 days of the date of the closing of such Equity Offering.

b. At any time prior to June 1, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, upon

not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of such applicable Notes redeemed, plus the Applicable Premium as of, and Additional Amounts and accrued and unpaid interest, if

any, to, but excluding, the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

c. Except pursuant to the preceding paragraphs (a) or (b) or paragraph 8 below, the Notes will not be redeemable at

the Company’s option prior to October 15, 2024.

d. On or after June 1, 2029, the Company may on any one or

more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus Additional Amounts and accrued and unpaid

interest, if any, on the Notes redeemed, to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on June 1 of the years indicated below, subject to the

rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date:

Year

Percentage

2029

102.875

2030

101.438

2031 and thereafter

100.000

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Unless the Company defaults in the payment of the redemption price, interest will cease to

accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

6. MANDATORY REDEMPTION. The

Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. REDEMPTION FOR CHANGES IN

TAXES. The Company may redeem the Notes, in whole but not in part, at its discretion at any time upon giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes

redeemed plus accrued and unpaid interest to, but not including, the date of redemption (a “Tax Redemption Date”) (subject to the right of holders of the Notes on the relevant record date to receive interest due on the relevant interest

payment date if the Notes have not been redeemed prior to such date), if on the next date on which any amount would be payable in respect of the Notes, the Company is or would be required to pay Additional Amounts and cannot avoid any such payment

obligation by taking reasonable measures available (including, for the avoidance of doubt, the appointment of a new paying agent), and the requirement arises as a result of:

a. any change in, or amendment to, the laws and treaties (or any regulations, or rulings promulgated thereunder) of the

relevant Tax Jurisdiction affecting taxation which change or amendment has not been publicly announced as formally proposed before and becomes effective on or after the Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue

Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under this Indenture); or

b. any change in, or amendment to, the existing official published position regarding the application, administration or

interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment has not been publicly announced as formally proposed

before and becomes effective on or after the Issue Date (or if the relevant Tax Jurisdiction has changed since the Issue Date, on or after the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under this

Indenture).

The Company will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Company

would be obligated to make such payment or withholding if a payment in respect of the Notes were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Prior to the mailing of any notice of

redemption of the Notes pursuant to this paragraph 8 and Section 3.10 of the Indenture, the Company will deliver to the Trustee an opinion of independent tax counsel (which counsel will be reasonably acceptable to the Trustee) to the effect

that there has been such change or amendment which would entitle the Company to redeem the Notes under this Indenture. In addition, before the Company mails a notice of redemption of the Notes pursuant to this paragraph 8 and Section 3.10

of the Indenture, it will deliver to the Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company taking reasonable measures available to it.

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8. REPURCHASE AT THE OPTION OF HOLDER.

a. Upon the occurrence of a Change of Control, the Company will be required to make an offer (a “Change of Control

Offer”) to each Holder to repurchase all of that Holder’s Notes at a purchase price in cash equal to 101% of aggregate principal amount of Notes repurchased, plus Additional Amounts and accrued and unpaid interest, if any, on the Notes

repurchased to, but excluding, the date of purchase, subject to the rights of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within thirty days following any Change of Control,

the Company will transmit a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

b. If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within ten Business Days of each date

on which the aggregate amount of Excess Proceeds exceeds $100.0 million, the Company will make an Asset Sale Offer to all Holders of Notes, and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to

those set forth in the Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, in accordance with the Indenture to purchase, prepay or redeem the maximum principal amount of Notes and such other pari

passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price

in any Asset Sale Offer, in the case of Notes, will be equal to 100% of the principal amount, plus Additional Amounts and accrued and unpaid interest, if any, to the date fixed for the closing of such offer, subject to the rights of Holders of Notes

on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Holdings may use those Excess Proceeds for any purpose

not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess

Proceeds, the Notes and such other pari passu Indebtedness, as the case may be, will be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed. Upon completion or expiration of each Asset Sale Offer, the

amount of Excess Proceeds will be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by

completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

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9. NOTICE OF REDEMPTION. At least 10 days but not more than 60 days before a

redemption date, the Company will transmit or cause to be transmitted, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be transmitted more than 60 days prior to a

redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles 8 or 11 thereof. No Notes of a principal amount of $2,000 shall be redeemed or purchased

in part; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased. In addition, the Company may provide in such notice that payment of the

redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another person.

Any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including any related

Equity Offering or a Change of Control. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the

Company’s discretion, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such date of redemption be delayed to a date later than 60 days

after the date on which such notice was transmitted), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the date of redemption, or by the date of

redemption as so delayed.

10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form in denominations of $2,000

and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate

endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for

redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period

between a record date and the next succeeding Interest Payment Date.

11. PERSONS DEEMED OWNERS. The registered Holder of a

Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

12. AMENDMENT,

SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding

Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a

majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of Notes, the Indenture, the Notes or the Note Guarantees may be amended or

supplemented, among other things, to cure any ambiguity, omission, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to comply with

A-6

Section 5.01 of the Indenture, to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes, to make any change that would provide any

additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder, to conform the text of the Indenture, the Notes, or the Note Guarantees to any provision of the

“Description of Notes” section of the Offering Memorandum, as determined by Holdings, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to

execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

13. DEFAULTS AND

REMEDIES. Events of Default include: (i) default in payment when due and payable (whether at maturity, upon redemption, acceleration or otherwise) of principal of, or premium, if any, on the Notes; (ii) default for 30 days or more

in the payment when due of interest on or with respect to the Notes, (iii) failure by Holdings, the Company or any Subsidiary Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30% of the

aggregate principal amount of the then outstanding Notes (with a copy to the Trustee) to comply with any of its other obligations, covenants or agreements (other than a default referred to in clauses (i) and (ii) above) contained in the

Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Holdings or any of its Restricted Subsidiaries or the

payment of which is guaranteed by Holdings or any of its Restricted Subsidiaries other than Indebtedness owed to the Company or Guarantor, if both: (A) such default either results from the failure to pay any principal of such Indebtedness at

its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such

Indebtedness causing such Indebtedness to become due prior to its stated maturity; and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at

stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $300.0 million or more at any one time outstanding; (v) failure by Holdings, the Company or any Significant

Subsidiary to pay final judgments aggregating in excess of $300.0 million (net of amounts covered by applicable insurance policies), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment

becomes final and non-appealable, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(vi) certain events of bankruptcy or insolvency with respect to Holdings, the Company or any Significant Subsidiary as described in the Indenture; and (vii) the Guarantee of Holdings or any Significant Subsidiary shall for any reason cease

to be in full force and effect or be declared null and void or any responsible officer of Holdings or any Subsidiary Guarantor that is a Significant Subsidiary, as the case may be, denies in writing that it has any further liability under its

Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

However, a Default under clause (iv) or (v) of this paragraph will not constitute an Event of Default until the Trustee or the

Holders of at least 30% in principal amount of the outstanding Notes notify the Company of the Default (with a copy to the Trustee, if notice is given by the Holders) and, with respect to clause (v), Holdings, the Company or any Significant

Subsidiary does not cure such Default within the time specified in clause (v) of this paragraph after receipt of

A-7

such notice; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default.

Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (each a

“Directing Holder”) must be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is

being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a

continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide

the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification

Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC shall

be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee.

If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there

is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation in a court of

competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default or acceleration (or notice thereof) that resulted from the

applicable Noteholder Direction, the Trustee shall refrain from acting in accordance with such Noteholder Direction and the cure period with respect to such Event of Default shall be automatically stayed and the cure period with respect to such

Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to

acceleration of the Notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and

the cure period with respect to any Default or Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the

Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such

Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered to the Trustee), with the effect that

such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall not be deemed to have received such Noteholder Direction or any notice of such Default or Event of Default. If the Directing Holder has satisfied

the Verification Covenant, then the Trustee shall be permitted to act in accordance with such Noteholder Direction upon its receipt of written notice from such Directing Holder or the Company that the Verification Covenant has been satisfied. The

Trustee shall be entitled to conclusively rely on any Noteholder Direction or Officer’s Certificate or any written notice that it receives from a Directing Holder or the Company that the applicable Directing Holder has or has not satisfied its

Verification Covenant delivered to it in accordance with the Indenture without verification, investigation or otherwise as to the statements made therein.

A-8

Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder

Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs.

For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with

the Indenture and shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or

otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee will be fully protected for any actions taken (or

not taken) pursuant to any Noteholder Direction under the Indenture, even if noteholder’s holdings are later disregarded because of a breach of, or failure to comply with, the Position Representation or Verification Covenant. The Trustee shall

have no liability to the Holdings, the Company, any Holder or any other Person in acting in good faith on a Noteholder Direction.

In the

case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that,

taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least

25% in aggregate principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the Notes to be due and payable, such acceleration will not be effective until the earlier

of (1) the acceleration of Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration. Holders may not enforce the Indenture or the Notes except as provided in the

Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or

exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or

interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders of Notes, rescind an

acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes

(including in connection with an offer to purchase). Holdings or the Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event

of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

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14. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may

make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

15. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator or stockholder of the Company or any

Guarantor, or any of their direct or indirect parent companies, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture or the Note Guarantees, or for any claim based on, in respect of, or

by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to

waive liabilities under the federal securities laws.

16. AUTHENTICATION. This Note will not be valid until authenticated by the manual

signature of the Trustee or an authenticating agent.

17. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder

or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company

has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as

contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

19. GOVERNING

LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF

ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS, LIABILITIES OR ANY OTHER MATTER ARISING OUT OF OR IN CONNECTION WITH THE

INDENTURE, THIS NOTE OR THE NOTE GUARANTEES MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK AND HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF EACH SUCH COURT IN PERSONAM,

GENERALLY AND UNCONDITIONALLY WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING FOR ITSELF AND IN RESPECT OF ITS PROPERTIES, ASSETS AND REVENUES. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE OR THIS NOTE.

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The Company will furnish to any Holder upon written request and without charge a copy of the

Indenture. Requests may be made to:

APi Group DE, Inc.

1100 Old Highway Eight NW

New Brighton, MN 55112

Attention: Investor Relations

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:

Your Signature: _____________________________

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to

the Trustee).

A-12

Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate

box below:

☐ Section 4.10 ☐ Section 4.14

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the

Indenture, state the amount you elect to have purchased:

Date:

Your Signature: _____________________________

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*: ____________________

Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to

the Trustee).

A-13

SCHEDULE OF EXCHANGES OF

INTERESTS IN THE GLOBAL NOTE*

The following exchanges of a

part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange

Amount of

decrease in

Principal Amount

of this Global

Note

Amount of

increase in

Principal Amount

of this Global

Note

Principal Amount

of this Global

Note following

such decrease (or

increase)

Signature of

authorized officer

of Trustee or

Custodian

This schedule should be included only if the Note is issued in global form.

A-14

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

APi Group DE,

Inc.

1100 Old Highway Eight NW

New Brighton, MN 55112

Computershare Trust Company, N.A., as Trustee and Registrar

Attn: Corporate Trust Services—DAPS Reorg

1505 Energy Park

Drive

St. Paul, MN 55108

Phone: (800) 344-5128

Email: #NACCTDAPSReorg@computershare.com

Re:

[fill in full title of notes]

Reference is hereby made to the Indenture, dated as of May 14, 2026 (the

“Indenture”), among APi Group DE, Inc., as issuer (the “Company”), the Guarantors and Computershare Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to

them in the Indenture.

, (the “Transferor”) owns and proposes

to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of [$] in such Note[s] or interests (the “Transfer”), to (the

“Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

☐ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A

under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor

reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a

“qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on

the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

B-1

2. ☐ Check if Transferee will take delivery of a beneficial interest in the

Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby

further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its

behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person

acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the

Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the

transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred

beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities

Act.

3. ☐ Check and complete if Transferee will take delivery of a beneficial interest in the Restricted Definitive Note

pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and

Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ☐ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

(b) ☐

such Transfer is being effected to the Company or a subsidiary thereof;

compliance with the prospectus delivery requirements of the Securities Act;

(d) ☐ such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the

registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the

Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the

B-2

requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) if such

Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the

effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions

on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Notes and in the Indenture and the Securities Act.

4. ☐ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted

Definitive Note.

(a) ☐ Check if Transfer is pursuant to Rule 144. (i) The Transfer is

being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and

(ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of

the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in

the Indenture.

(b) ☐ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected

pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and

the Indenture.

effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any

applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.

Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the

B-3

Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)

☐ a beneficial interest in the:

(i)

☐ 144A Global Note (CUSIP ), or

(ii)

☐ Regulation S Global Note (CUSIP ), or

(b)

☐ a Restricted Definitive Note.

After the Transfer the Transferee will hold:

[CHECK ONE]

(a)

☐ a beneficial interest in the:

(i)

☐ 144A Global Note (CUSIP ), or

(ii)

☐ Regulation S Global Note (CUSIP ), or

(iii)

☐ Unrestricted Global Note (CUSIP ); or

(b)

☐ a Restricted Definitive Note; or

(c)

☐ an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

APi Group DE,

Inc.

1100 Old Highway Eight NW

New Brighton, MN 55112

Computershare Trust Company, N.A., as Trustee and Registrar

Attn: Corporate Trust Services - DAPS Reorg

1505 Energy Park

Drive

St. Paul, MN 55108

Phone: (800) 344-5128

Email: #NACCTDAPSReorg@computershare.com

Re:

[fill in full title of notes]

(CUSIP [ ])

Reference is hereby made to the Indenture, dated as of May 14, 2026 (the “Indenture”), between APi Group DE, Inc., as

issuer (the “Company”), the Guarantors and Computershare Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

, (the “Owner”) owns and proposes to exchange the Note[s] or interest in

such Note[s] specified herein, in the principal amount of [$] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or

Beneficial Interests in an Unrestricted Global Note.

(a) ☐ Check if Exchange is from beneficial

interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global

Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer

restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private

Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state

of the United States.

C-1

(b) ☐ Check if Exchange is from beneficial interest in a Restricted

Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is

being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities

Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with

any applicable blue sky securities laws of any state of the United States.

Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies

(i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to

and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial

interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) ☐ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the

Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such

Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the

Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United

States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive

Notes or Beneficial Interests in Restricted Global Notes.

(a) ☐ Check if Exchange is from

beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount,

the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive

Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

C-2

(b) ☐ Check if Exchange is from Restricted Definitive Note to

beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ☐ 144A Global Note, ☐ Regulation S Global Note, the Owner

hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global

Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the

Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Owner]

By:

Name:

Title:

Dated:

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

APi

Group DE, Inc.

1100 Old Highway Eight NW

New Brighton, MN

55112

Computershare Trust Company, N.A., as Trustee and Registrar

Attn: Corporate Trust Services—DAPS Reorg

1505 Energy Park

Drive

St. Paul, MN 55108

Phone: (800) 344-5128

Email: #NACCTDAPSReorg@computershare.com

Re: [fill in full title of notes]

Reference is hereby made to the Indenture, dated as of May 14, 2026 (the “Indenture”), between APi Group DE, Inc., as

issuer (the “Company”), the Guarantors and Computershare Trust Company, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $ aggregate principal amount of:

(a) ☐ a beneficial interest in a Global Note, or

(b) ☐ a Definitive Note, we confirm that:

1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and

conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the

U.S. Securities Act of 1933, as amended (the “Securities Act”).

2. We understand that the offer and sale

of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which

we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a

“qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than

$250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the

Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive

Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

D-1

3. We understand that, on any proposed resale of the Notes or beneficial interest therein,

we will be required to furnish to you and the Company (or its respective successors and/or assigns) such certifications, legal opinions and other information as you and the Company (or its respective successors and/or assigns) may reasonably require

to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under

the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear

the economic risk of our or its investment.

5. We are acquiring the Notes or beneficial interest therein purchased by us for our own

account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company (and its respective successors and/or assigns) are entitled to rely upon this letter and are irrevocably authorized to

produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

[Insert Name of Accredited Investor]

By:

Name:

Title:

Dated:

D-2

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE

BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of [ ⚫ ], 20[ ⚫ ], among [ ⚫ ] (the “Guaranteeing Subsidiary”), a subsidiary of APi Group

Corporation (or its permitted successor), a Delaware corporation (“Holdings”), APi Group DE, Inc., a Delaware corporation and a subsidiary of Holdings (the “Company”), and Computershare Trust Company, N.A., as

trustee under the Indenture referred to below (the “Trustee”).1

I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the

“Indenture”), dated as of May 14, 2026, providing for the issuance of U.S. dollar-denominated 5.750% Senior Notes due 2034 (the “Notes”);2

WHEREAS, the Indenture provides that under certain circumstances the

Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the

terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the

Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the

foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary, the Company, and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes

as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the

Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and

subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

Any Foreign Subsidiary’s guarantee and the requirements of Article 10 and the Indenture applicable

to such Foreign Subsidiary, may also be subject to other limitations as contemplated by Section 4.16 of this Indenture and those limitations may be specified in the applicable supplemental indenture.

Subsequent amendments to be described here.

E-1

3. NO RECOURSE AGAINST OTHERS. No past, present, or future director, officer, employee,

incorporator or stockholder of the Company or any Guarantor, or any of their direct or indirect parent companies, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture or the Note

Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for

issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

4. NEW YORK LAW TO GOVERN.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD

BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS, LIABILITIES OR ANY OTHER MATTER ARISING OUT OF OR IN CONNECTION WITH THIS SUPPLEMENTAL INDENTURE MAY BE

BROUGHT IN THE COURTS OF THE STATE OF NEW YORK AND HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF EACH SUCH COURT IN PERSONAM, GENERALLY AND UNCONDITIONALLY WITH RESPECT TO ANY

SUCH ACTION, SUIT OR PROCEEDING FOR ITSELF AND IN RESPECT OF ITS PROPERTIES, ASSETS AND REVENUES. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY

LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.

COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple

counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmissions shall constitute effective execution and

delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission shall

be deemed to be their original signatures for all purposes. This Supplemental Indenture shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of

(i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including

relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned,

or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability

with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Supplemental Indenture

may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for

execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

E-2

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and

shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect

of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

[Signature pages follow]

E-3

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly

executed and attested, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]

By:

Name:

Title:

API GROUP DE, INC.

By:

Name:

Title:

COMPUTERSHARE TRUST COMPANY, N.A.,

as Trustee

By:

Name:

Title:

E-4

EX-10.1

Filename: d69397dex101.htm · Sequence: 3

EX-10.1

Exhibit 10.1

AMENDMENT NO. 9 TO CREDIT AGREEMENT

This AMENDMENT NO. 9 TO CREDIT AGREEMENT, dated as of May 14, 2026 (together with all exhibits and schedules hereto, this

“Amendment”), is entered into by and among APi Group DE, Inc., a Delaware corporation (the “Borrower”), APi Group Corporation, a Delaware corporation (“Holdings”), certain

subsidiaries of the Borrower party hereto, Citibank, N.A., as collateral agent and administrative agent (in such respective capacities, the “Collateral Agent” and the “Administrative Agent”;

collectively, the “Agent”), the Amendment No. 9 Revolving Lenders (as defined below) and the Amendment No. 9 Term Lenders (as defined below) party hereto. Capitalized terms used and not otherwise defined herein

shall have the meanings assigned to them in the Existing Credit Agreement (as defined below).

RECITALS

A. Reference is made to that certain Credit Agreement, dated as of October 1, 2019, by and among Holdings, the Borrower, the Agent, the

lending institutions parties thereto and the other agents and entities party thereto (as amended by Amendment No. 1 to Credit Agreement, dated as of October 22, 2020, Amendment No. 2 to Credit Agreement, dated as of December 16,

2021, Amendment No. 3 to Credit Agreement, dated as of May 19, 2023, Amendment No. 4 to Credit Agreement, dated as of October 11, 2023, Amendment No. 5 to Credit Agreement, dated as of February 28, 2024, Amendment

No. 6 to Credit Agreement, dated as of May 10, 2024, Amendment No. 7 to Credit Agreement, dated as of February 14, 2025, and Amendment No. 8 to Credit Agreement, dated as of May 20, 2025, the “Existing

Credit Agreement” and the Existing Credit Agreement as amended hereby, the “Amended Credit Agreement”).

B. Pursuant to Section 2.14 of the Existing Credit Agreement, the Borrower has requested to establish a tranche of (i) Term

Loans to refinance the Existing Term Loans (such Term Loans, the “Amendment No. 9 Term Loans” and the commitments in respect thereof, the “Amendment No. 9 Term Loan Commitments”),

(ii) “Refinancing Incremental Revolving Credit Commitments” and (iii) an “Incremental Revolving Credit Facility” in an aggregate amount of $250,000,000 (the foregoing clauses (ii) and (iii), together, the

“Amendment No. 9 Revolving Credit Commitments”, and the Revolving Credit Loans in respect thereof, the “Amendment No. 9 Revolving Credit Loans”; the Amendment No. 9 Term Loan

Commitments and the Amendment No. 9 Revolving Credit Commitments, collectively, the “Amendment No. 9 Commitments” and the Amendment No. 9 Term Loans and the Amendment No. 9 Revolving Credit Loans,

collectively, the “Amendment No. 9 Loans”), in each case, as set forth on Schedule I hereto, to refinance all Term Loans, Revolving Credit Commitments and Revolving Credit Loans respectively under the Existing

Credit Agreement as of immediately prior to the Amendment No. 9 Effective Date (as defined below) (respectively, the “Existing Term Loans”, the “Existing Revolving Credit Commitments” and the

“Existing Revolving Credit Loans”; the lenders in respect of the Existing Term Loans, Existing Revolving Credit Commitments and the Existing Revolving Credit Loans, the “Existing Lenders”) and each

Lender party hereto has agreed to provide the Amendment No. 9 Commitments set forth opposite such Lender’s name on Schedule I hereto. The Borrower has requested that (a)(i) each Lender party hereto holding Amendment No. 9 Term

Loan Commitments (each, an “Amendment No. 9 Replacement Term Lender”) and (ii) the Existing Lenders holding Existing Term Loans that have selected the “Cashless Settlement Option” on a continuing

lender election substantially in the form of Annex I hereto (a “Continuing Lender Election” and such Lender choosing the “Cashless Settlement Option” on a Continuing Lender Election prior to the date

hereof, a “Cashless Settlement Term Lender”; the Cashless Settlement Term Lenders and Amendment No. 9 Replacement Term Lenders, collectively, the “Amendment No. 9 Term Lenders”), and

(b) each Lender party hereto holding Amendment No. 9 Revolving Credit Commitments (collectively, the “Amendment No. 9 Revolving Lenders”) agree to the terms of this Amendment.

C. In order to effect the Amendment No. 9 Commitments and the Amendment No. 9

Loans, the Borrower and the other Loan Parties party hereto and the Lenders party hereto have agreed to enter into an Incremental Amendment (together with the Amendment No. 9 Amendments (as defined below), the “Amendment No. 9

Transactions”).

D. Each of the Borrower and the other Loan Parties party hereto (each, a “Reaffirming

Party” and, collectively, the “Reaffirming Parties”) expects to realize substantial direct and/or indirect benefits as a result of this Amendment (including the agreements set forth in Section 2

hereof becoming effective and the consummation of the transactions contemplated thereby) and desires to reaffirm its obligations pursuant to the Collateral Documents to which it is a party.

NOW THEREFORE, in consideration of the promises and covenants contained herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

SECTION 1.

Commitments.

(a) Amendment No. 9 Term Loans.

(i) Cashless Term Loans. Subject to the terms and conditions hereof and Section 2.14 of the Existing Credit

Agreement, each Cashless Settlement Term Lender hereby agrees to make Amendment No. 9 Term Loans in an aggregate principal amount equal to such Lender’s Existing Term Loans (or such lesser amount corresponding to the amount of Amendment

No. 9 Term Loans as may be allocated to such Cashless Settlement Term Lender by the Administrative Agent, if any) the proceeds of which shall be applied to the repayment of such Existing Term Loans, in each case, on the Amendment No. 9

Effective Date and approves the Amendment No. 9 Amendments (as defined below). Each Cashless Settlement Term Lender consents to the foregoing exchange in lieu of repayment in immediately available funds as set forth in

Section 2.12(a) of the Existing Credit Agreement.

(ii) New Term Loans. Subject to the terms and

conditions hereof and Section 2.14 of the Existing Credit Agreement, each Amendment No. 9 Replacement Term Lender with an Amendment No. 9 Term Loan Commitment agrees to make, in a single draw on the Amendment No. 9

Effective Date, Amendment No. 9 Term Loans, in each case, in Dollars to the Borrower in the aggregate principal amount set forth on Schedule I hereto and approves the Amendment No. 9 Amendments (as defined below).

(iii) Same Terms. The Amendment No. 9 Term Loans shall have the same terms as the Existing Term Loans, in each

case, other than as amended as set forth in Section 2 hereof (the “TL Amendments”).

(iv) Use of Proceeds. The cash proceeds of the Amendment No. 9 Term Loans made by the applicable Amendment

No. 9 Term Lenders party hereto shall be applied toward repayment of the aggregate outstanding principal amount of the Existing Term Loans that are not exchanged for Amendment No. 9 Term Loans.

(v) Credit Agreement Governs. Effective as of the Amendment No. 9 Effective Date, the Amendment No. 9 Term

Loans shall be “Term Loans” under and as defined in the Loan Documents.

(vi) Notice. The Borrower shall provide the Administrative Agent

notice prior to 11:00 a.m. (or such shorter period as may be agreed to by the Administrative Agent in its reasonable discretion), New York City time, one Business Day prior to the Amendment No. 9 Effective Date specifying the amount of the

Amendment No. 9 Term Loans to be borrowed on the Amendment No. 9 Effective Date. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender party hereto with an Amendment No. 9 Term Loan Commitment and the

Cashless Settlement Term Lenders thereof. Each Lender party hereto with an Amendment No. 9 Term Loan Commitment will make the amount of the Amendment No. 9 Term Loans set forth on Schedule I available for the account of the Borrower

at the office of the Administrative Agent prior to 11:00 a.m., New York City time (or, if the time period for the Borrower’s delivery of notice was extended, such later time as agreed to by the Borrower and the Administrative Agent in their

reasonable discretion), on the Amendment No. 9 Effective Date in funds immediately available to the Administrative Agent. For the avoidance of doubt the foregoing notice shall be deemed to satisfy the notice requirements set forth in

Section 2.05(a) and Section 2.14 of the Existing Credit Agreement.

(vii) Repayment of

Principal. The principal amount of the Amendment No. 9 Term Loans shall be payable as set forth in Section 2.07(a) of the Amended Credit Agreement.

(viii) Interest. For the avoidance of doubt, all interest accrued on the Existing Term Loans prior to the Amendment

No. 9 Effective Date shall be paid on the Amendment No. 9 Effective Date (provided that, for the avoidance of doubt, interest shall not accrue on Amendment No. 9 Effective Date on the Existing Term Loans). Interest will accrue

on the Amendment No. 9 Term Loans from and after the Amendment No. 9 Effective Date as provided in the Amended Credit Agreement. The initial Interest Period applicable to the Amendment No. 9 Term Loans that are Term SOFR Loans shall

be the period identified by the Borrower in the borrowing notice relating to the Amendment No. 9 Term Loans referenced in Section 1(a)(vi) of this Amendment. For the avoidance of doubt, the Amendment No. 9 Transactions shall

not result in any increased costs, premiums, make-whole amounts, breakage or other compensation except as expressly provided herein.

(ix) Waiver of Breakage. Each Lender party hereto with Existing Term Loans waives the right to the payment of any

amounts pursuant to Section 3.05 of the Existing Credit Agreement with respect to the Existing Term Loans with respect to such Loans that are repaid on the Amendment No. 9 Effective Date.

(b) Amendment No. 9 Revolving Credit Commitments. Subject to the terms and conditions hereof and

Section 2.14 of the Existing Credit Agreement, each Amendment No. 9 Revolving Lender with an Amendment No. 9 Revolving Credit Commitment agrees to establish Amendment No. 9 Revolving Credit Commitments for the Borrower in

the aggregate principal amount set forth next to such Amendment No. 9 Revolving Lender’s name on Schedule I hereto and approves the Amendment No. 9 Amendments (as defined below).

(i) Same Terms. The Amendment No. 9 Revolving Credit Commitments shall have the same terms as the Existing

Revolving Credit Commitments and the Amendment No. 9 Revolving Credit Loans shall have the same terms as the Existing Revolving Credit Loans, in each case, other than as amended as set forth in Section 2 hereof (the “RCF

Amendments” and together with the TL Amendments, the “Amendment No. 9 Amendments”).

(ii) Credit Agreement Governs. Effective as of the Amendment No. 9 Effective Date, the Amendment No. 9

Revolving Credit Commitments shall be “Revolving Credit Commitments” and “Initial Revolving Credit Commitments”, and the Amendment No. 9 Revolving Credit Loans shall be “Revolving Credit Loans” and

“Initial Revolving Credit Loans”, in each case under and as defined in the Loan Documents.

(iii) Commitment Fees. All Commitment Fees accrued on the Existing

Revolving Credit Loans through the day immediately preceding the Amendment No. 9 Effective Date shall be paid on the Amendment No. 9 Effective Date (provided that, for the avoidance of doubt, Commitment Fees shall not accrue on the

Amendment No. 9 Effective Date on the Existing Revolving Credit Loans). Commitment Fees will accrue on the Amendment No. 9 Revolving Credit Commitments from and including the Amendment No. 9 Effective Date as provided in the Amended

Credit Agreement.

(iv) From and after the Amendment No. 9 Effective Date, each of the Amendment No.9 Revolving

Lenders that are Revolving Credit Lenders immediately prior to giving effect to this Amendment (collectively, the “Existing Revolving Credit Lenders”) will, automatically and without further act, be deemed to have assigned

to the Amendment No. 9 Revolving Lenders holding Amendment No. 9 Revolving Credit Commitments consisting of Incremental Commitments (collectively, the “New Revolving Credit Lenders”), and each New Revolving Credit

Lender will purchase from each of the Existing Revolving Credit Lenders, at the principal amount thereof, such interests in any Revolving Credit Loans and participations in Letters of Credit outstanding as of the Amendment No. 9 Effective Date

such that, after giving effect to each such deemed assignment and assumption of (A) the Revolving Credit Loans and participations, the percentage of the aggregate outstanding Revolving Credit Loans and (B) participations in Letters of

Credit held by each Amendment No.9 Revolving Lender (including, for the avoidance of doubt, the New Revolving Credit Lenders) will equal such Revolving Credit Lender’s Pro Rata Share of the Amendment No.9 Revolving Credit Commitments.

SECTION 2. Incremental Amendment of the Existing Credit Agreement as of the Amendment No. 9 Effective Date.

(a) The Parties hereto agree that this Amendment (including the Amendment No. 9 Amendments) shall be an “Incremental

Amendment”.

(b) In connection with the incurrence of the Amendment No. 9 Commitments, the Borrower, the other

Loan Parties party hereto, the Lenders party hereto and the Administrative Agent hereby agree that effective as of the Amendment No. 9 Effective Date, the Existing Credit Agreement shall be amended in accordance with the provisions of

Section 2.14 and Section 11.01 of the Existing Credit Agreement, in the form of the Amended Credit Agreement set forth on Exhibit A hereto (i) by deleting each term thereof which is reflected in red strike-through

font ( or ) and (ii) by inserting each term thereof which is reflected in blue double underlined font (by way of

an example or by way of an example), in each case in the place where such term appears therein, such that, on the Amendment No. 9 Effective Date, the terms and provisions set forth in the

Amended Credit Agreement shall replace the terms and provisions of the Existing Credit Agreement in their entirety.

each such Lender’s successors and assignees (including assignees pursuant to Section 11.06 of the Amended Credit Agreement).

SECTION 3. Representations and Warranties. Subject to Section 12 hereof, the

Borrower and the other Loan Parties party hereto represent and warrant to the Agent and the Lenders as of the Amendment No. 9 Effective Date that:

(a) The execution, delivery and performance by each Loan Party party hereto of this Amendment, the Amended Credit Agreement and

other documents executed in connection herewith to which such Person is a party, and the consummation of the transactions contemplated herein, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary

corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any material

Lien under, or require any material payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or

(ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law that would adversely affect the rights of the Lenders, the

Administrative Agent or the Collateral Agent under the Loan Documents.

(b) This Amendment and each other document executed

in connection herewith have been duly executed and delivered by each Loan Party that is a party hereto and thereto. This Amendment and each other document executed in connection herewith constitute a legal, valid and binding obligation of such Loan

Party, enforceable against each Loan Party that is a party hereto and thereto in accordance with their terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other

similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

and is continuing, and (ii) all representations and warranties of the Borrower and each other Loan Party contained in Article VI of the Existing Credit Agreement or similar provisions in any other Loan Document are true and correct in

all material respects on and as of the Amendment No. 9 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of

such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification

therein) in all respects on such respective dates.

(d) Neither the Amended Credit Agreement effected on the Amendment

No. 9 Effective Date pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment: (i) impairs (or will impair as of the Amendment No. 9 Effective Date) the validity, effectiveness or priority

of the Liens granted pursuant to any Loan Document (as defined in the Amended Credit Agreement), and such Liens continue unimpaired with the same priority to secure repayment of the Obligations (as defined in the Amended Credit Agreement), whether

heretofore or hereafter incurred or (ii) requires (or will require as of the Amendment No. 9 Effective Date) that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens (other than any filings

in connection with the addition of new Loan Parties and any actions contemplated by Section 7.12 and Section 7.14(b) of the Amended Credit Agreement).

SECTION 4. Conditions to the Amendment No. 9 Effective Date. Subject to

Section 12 hereof, this Amendment shall become a binding agreement of the parties hereto and the agreements set forth herein and the Amendment No. 9 Amendments shall each become effective on the date (the “Amendment No. 9

Effective Date”) on which each of the following conditions is satisfied or waived:

(a) The Administrative

Agent shall have received from (i) the Borrower and each other Loan Party, a counterpart to this Amendment signed on behalf of such party, (ii) each Amendment No. 9 Replacement Term Lender party hereto, a counterpart of this Amendment

signed on behalf of such party, (iii) each Amendment No. 9 Revolving Lender party hereto, a counterpart of this Amendment signed on behalf of such party and (iv) each of the Cashless Settlement Term Lenders, a duly executed Continuing

Lender Election.

(b) The Administrative Agent shall have received a customary closing certificate from a secretary,

assistant secretary or other similar officer or foreign representative of the Borrower and each other Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the (if applicable) board of directors,

board of supervisory directors and/or shareholders (or equivalent governing body) and, if applicable, a copy of any request for works council advice and positive and unconditional works council advice of the Borrower and each such Loan Party

authorizing the execution, delivery and performance of this Amendment (and the Loan Documents or other documents executed in connection therewith or herewith in each case as amended on the Amendment No. 9 Effective Date), (ii) the accuracy

and completeness of copies of the certificate or articles of incorporation, association or organization (or memorandum of association or other equivalent thereof) of each Loan Party party hereto certified by the relevant authority of the

jurisdiction of organization of such Loan Party (to the extent relevant and available in the jurisdiction of organization of such Loan Party) and copies of the by-laws or operating, management, partnership or similar agreement (to the extent

applicable and/or relevant and available in the jurisdiction of organization of such Loan Party) of each Loan Party party hereto and that such documents or agreements have not been amended (except as otherwise attached to such certificate and

certified therein as being the only amendments thereto as of such date) (or, if applicable, a certification that there has been no change to the organizational documents of such entity previously delivered to the Administrative Agent, and that such

organizational documents remain in full force and effect as of the Amendment No. 9 Effective Date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative executing any

Loan Document on behalf of the Borrower and each such Loan Party and (iv) the good standing (or subsistence or existence) of the Borrower and each such Loan Party from the Secretary of State (or similar state, province or foreign official) of

the state, province or other jurisdiction of such Loan Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party); provided that, with respect to Loan Parties organized outside of

the United States, to the extent the foregoing cannot be provided on the Amendment No. 9 Effective Date after the Borrower’s exercise of commercially reasonable efforts to do so, the foregoing may be provided within thirty (30) days

after the Amendment No. 9 Effective Date (or such longer period as agreed by the Administrative Agent in its reasonable discretion).

Administrative Agent all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent required in connection with this Amendment pursuant to Section 11.04 of the Existing Credit Agreement and (ii) to the

Lead Arrangers (as defined below) all reasonable and documented out-of-pocket costs, expenses and fees (including any payment of fees separately agreed to in writing by Holdings and each applicable Lead Arranger) that are due on or before to the

Amendment No. 9 Effective Date, including reasonable and documented expenses associated with the arrangement, negotiation and preparation of this Amendment, and the reasonable and documented fees, disbursements and other charges of one firm of

counsel, Latham & Watkins LLP, plus one local counsel in each appropriate jurisdiction.

(d) The Administrative Agent shall have received the executed legal opinions

of (i) Greenberg Traurig, LLP, counsel to the Borrower, and the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the other Loan Parties party hereto (or the Lenders if customary in the

relevant jurisdiction), as customary for transactions of this type; provided that, with respect to Loan Parties organized outside of the United States, to the extent the foregoing cannot be provided on the Amendment No. 9 Effective Date

after the Borrower’s exercise of commercially reasonable efforts to do so, the foregoing may be provided within thirty (30) days after the Amendment No. 9 Effective Date (or such longer period as agreed by the Administrative Agent in

its reasonable discretion).

(e) Each relevant Lender shall have received, if requested at least five (5) Business

Days in advance of the Amendment No. 9 Effective Date, a Note, payable to the order of such Lender, duly executed by the Borrower.

(f) To the extent requested at least ten (10) Business Days prior to the Amendment No. 9 Effective Date, the Lenders

shall have received (i) all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the

Patriot Act, and (ii) a Beneficial Ownership Certification in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five (5) Business Days prior

to the Amendment No. 9 Effective Date.

(g) The Administrative Agent shall have received a solvency certificate from a

financial officer of Holdings substantially in the form of Exhibit D attached to the Existing Credit Agreement, to the effect that, immediately before and after giving effect to the Amendment No. 9 Transactions and the other transactions

contemplated hereby, Holdings and its Subsidiaries, taken as a whole, are Solvent (as defined in the Amended Credit Agreement).

(h) The Administrative Agent shall have received an officer’s certificate certifying that (i) the representations

and warranties of the Loan Parties contained in Section 3 of this Amendment shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of

the Amendment No. 9 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such

representation or warranty is already qualified by materiality) as of such earlier date and (ii) at the time of the Amendment No. 9 Effective Date (and after giving effect thereto) no Default or Event of Default shall exist.

(i) Substantially concurrently with the Amendment No. 9 Effective Date, the Borrower shall pay all accrued but unpaid

Commitment Fees in respect of the Existing Revolving Credit Commitments through the day immediately preceding the Amendment No. 9 Effective Date.

For the avoidance of doubt, no conditions precedent other than those expressly set forth in this Section 4 shall be required for the

Amendment No. 9 Effective Date. Each party hereto agrees that its respective signatures to this Amendment or a Continuing Lender Election, once delivered, are irrevocable and may not be withdrawn. Each Lender, by delivering its signature page

or Continuing Lender Election to this Amendment, shall be deemed to have consented to, approved and accepted each term of the Amended

Credit Agreement set forth in Section 2 hereof and shall be deemed satisfied with each document and each other matter required to be reasonably satisfactory to such Lender unless,

prior to the Amendment No. 9 Effective Date, the Administrative Agent receives written notice from such Lender specifying such Lender’s objections.

SECTION 5. Post-Closing Actions. Within thirty (30) days after the Amendment No. 9 Effective Date (or such longer period as

agreed by the Administrative Agent in its reasonable discretion), the Loan Parties party hereto shall enter into any additional or supplementary Collateral Documents as the Administrative Agent may reasonably require to ensure the continuing

Guaranty and the continuing grant, perfection and priority of the security interests under the Collateral Documents (and as may be necessary for counsel to give any opinions referred to in Section 4(d) hereof that are not delivered on the

Amendment No. 9 Effective Date), in each case, after giving effect to this Amendment.

SECTION 6. [Reserved].

SECTION 7. Counterparts. This Amendment and each other Loan Document may be executed in one or more counterparts, each of which shall

be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier or e-mail (including “.pdf,” “.tif” or “DocuSign” format) of an executed counterpart of a

signature page to this Amendment and each other Loan Document shall be effective as delivery of an original executed counterpart of this Amendment and such other Loan Document. The words “execution,” “execute”,

“signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment (including, for the avoidance of doubt, this Amendment) and the transactions contemplated hereby

(including without limitation, amendments, waivers and consents) shall be deemed to include electronic signatures (including the execution by means of “DocuSign” format or other similar platform or service approved by the Agent, or

digital copies of a signatory’s manual signature), the electronic matching of assignment terms and contract formations on electronic platforms approved by the Agent, or the keeping of records in electronic form, each of which shall be of the

same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures

in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 8. Applicable Law. THIS AMENDMENT AND ANY OTHER LOAN DOCUMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR

RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES

THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS).

SECTION 9. Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Amendment and

are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

SECTION 10. Effect of Amendment.

(a) Until this Amendment becomes effective in accordance with its terms and the Amendment No. 9 Effective Date shall have

occurred, the Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. On and after the Amendment No. 9 Effective Date, all obligations of the Borrower under the Existing Credit Agreement shall become

obligations of such Borrower under the Amended Credit Agreement and the provisions of the Existing Credit Agreement shall be superseded by the provisions of the Amended Credit Agreement.

(b) Except as expressly set forth in this Amendment or in the Amended Credit Agreement, this Amendment and the Amended Credit

Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent under the Existing Credit Agreement or any other Loan

Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of the Existing Credit Agreement or of any other

Loan Document, all of which (as amended by this Amendment and the Amended Credit Agreement) are ratified and affirmed in all respects and shall continue in full force and effect. Except as expressly set forth herein or in the Amended Credit

Agreement, nothing herein shall be deemed to entitle the Borrower, any Loan Party or any other Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements

contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances or be construed as a release or other discharge of any Borrower or any of its Subsidiaries under any Loan Document from any of its

obligations and liabilities as a “Borrower”, a “Grantor” or a “Guarantor” (or any similar term) under the Existing Credit Agreement or the Loan Documents. The parties hereto expressly acknowledge that it is not

their intention that this Amendment or any of the other Loan Documents executed or delivered pursuant hereto constitute a novation of any of the obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan

Document, but a modification thereof pursuant to the terms contained herein.

this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Secured Parties, the Administrative Agent, or the Collateral Agent, and shall not alter, modify, amend or

in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Collateral Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be

deemed to entitle the Borrower, any other Loan Party or any other person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Collateral

Documents in similar or different circumstances.

(d) As of the Amendment No. 9 Effective Date, each reference in the

Existing Credit Agreement (including the Exhibits and Schedules thereto) to “the Credit Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein,” or

words of like import, and each reference in the other Loan Documents to the Existing Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import),

shall mean and be a reference to the Amended Credit Agreement. This Amendment (including the Exhibits hereto) shall constitute a Loan Document (as defined in the Existing Credit Agreement after giving effect to the amendment thereof by this

Amendment and the Amended Credit Agreement).

SECTION 11. Reaffirmation.

Subject to Section 12 hereof:

(a) Each Reaffirming Party hereby acknowledges that it has reviewed the terms and provisions of the Existing Credit Agreement

and the Amended Credit Agreement and consents to (i) the amendment and restatement of the Existing Credit Agreement effected pursuant to this Amendment and the Amended Credit Agreement and (ii) the transactions contemplated by this

Amendment and the Amended Credit Agreement. Each Reaffirming Party hereby (i) reaffirms its obligations under the Loan Documents to which it is a party and (ii) reaffirms that, notwithstanding the effectiveness of this Amendment and the

consummation of the transactions contemplated hereby (including the amendment of the Existing Credit Agreement), the guarantees, pledges, grants of security interests, Liens and other agreements and obligations of such Reaffirming Party and the

terms of each of the Collateral Documents and each other Loan Document to which such Reaffirming Party is a party are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall accrue to the benefit

of the Secured Parties under the Amended Credit Agreement.

(b) Each Reaffirming Party hereby confirms and agrees that

(i) the Amendment No. 9 Commitments and Amendment No. 9 Loans (upon the funding thereof) shall constitute “Obligations” (or any word of like import) under each of the Amended Credit Agreement and Collateral Documents and

each other Loan Document, and (ii) the Obligations under the Amended Credit Agreement have been and will continue to be guaranteed pursuant to Article IV of the Amended Credit Agreement and secured pursuant to the Collateral Documents by a

legal, valid, binding and enforceable security interest in and a fully perfected continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all “Collateral” as defined in the Collateral Documents

and the other Loan Documents.

and file all documents, agreements and instruments and take all other actions necessary to satisfy the perfection requirements and to cause the Lien created by each applicable Collateral Document in respect of the Obligations to be duly perfected to

the extent required by such agreement in accordance with all applicable Laws, including the filing of financing statements in such jurisdictions as may be reasonably determined by the Administrative Agent or the Collateral Agent as necessary.

SECTION 12. Dutch Loan Parties.

In this section, the effective extension of the maturity of the portion of the Existing Loans that are refinanced with Amendment No. 9

Loans shall be referred to herein as the “Tenor Extension” and the maturity of such Loans prior to the Tenor Extension, the “Existing Maturity”. The effective increase in the amount of Existing

Revolving Credit Commitments on the Amendment No. 9 Effective Date shall be referred to herein as the “Revolving Credit Upsize”.

The obligations, reaffirmation, confirmation, acknowledgement and agreement under Section 11 above (the “Security and Guarantee

Confirmation”) shall, in relation to each of Saval B.V., Chubb Fire & Security B.V. and Security Monitoring Centre B.V. (each a “Works Council Loan Party” and collectively the “Works Council Loan

Parties”), be subject to obtaining positive and unconditional works council advice insofar as the Security and Guarantee Confirmation results in the Tenor Extension and the Revolving Credit Upsize being guaranteed and secured pursuant to

the Loan Documents by the Works Council Loan Parties (the “Works Council Condition”).

Subject to the terms of this Amendment, each of the Works Council Loan Parties will use

commercially reasonable efforts to timely satisfy or procure the satisfaction of the Works Council Condition as soon as reasonably possible and will notify the Agent in writing as soon as reasonably practicable after the satisfaction of the Works

Council Condition.

The Works Council Loan Parties shall provide the Agent with the reasonable opportunity to review any request for

advice to be submitted to the relevant works council in connection with the Loan Documents prior to submission thereof and shall take into account any reasonable comments raised by the Agent in this respect.

The Works Council Loan Parties shall inform the Agent in writing of any material developments and issues (including notifying the Agent in

writing of any request, commitment or condition raised by the relevant works council).

Prior to obtaining a positive and unconditional

works council advice from any Works Council Loan Party, such Works Council Loan Party shall not guarantee or secure pursuant to the Loan Documents the Tenor Extension, the Revolving Credit Upsize or the Loans subject thereto, in each case, for the

period of time after the Existing Maturity, and the maturity date of the relevant Loans shall, for the purposes of the guarantee and security interests granted by such Works Council Loan Party, be deemed to be the Existing Maturity.

The existing guarantees, security interests and Loan Documents granted by the Works Council Loan Parties for which positive and unconditional

advice from the relevant works council has been obtained prior to the date hereof will remain unaffected and will extend to the obligations as amended by this Amendment, except for the Tenor Extension and the Revolving Credit Upsize.

For the avoidance of doubt, any guarantee or security provided by a Works Council Loan Party pursuant to the Loan Documents in respect of the

Tenor Extension and the Revolving Credit Upsize shall only become effective upon satisfaction of the Works Council Condition.

SECTION 13.

Submission to Jurisdiction; WAIVERS OF JURY TRIAL. Sections 11.16(b) and (c) of the Existing Credit Agreement are hereby incorporated by reference herein. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING OR DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY

(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF

LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS

IN THIS SECTION.

SECTION 14. FATCA.

(a) For purposes of determining withholding Taxes imposed under FATCA, the Borrower and the Administrative Agent shall treat

(and the Lenders party hereto hereby authorize the Administrative Agent to treat) the Amendment No. 9 Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

(b) The Borrower and the Administrative Agent request each Lender to provide

the U.S. federal income tax documentation as required under Section 11.14 of the Existing Credit Agreement (including documentation required under Section 11.14(c) of the Existing Credit Agreement to allow the Borrower and

the Administrative Agent to comply with their obligations under FATCA and to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment).

SECTION 15. Lead Arrangers. The Borrower agrees that Citigroup Global Markets Inc., BofA Securities, Inc., JPMorgan Chase Bank, N.A.,

Barclays, BNP Paribas Securities Corp., CIBC World Markets Corp., CIBC Bank USA, HSBC Securities (USA) Inc., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Banco Santander, S.A., New York Branch, Sumitomo Mitsui Banking Corporation,

Truist Securities, Inc., U.S. Bank National Association, UBS Securities LLC and Wells Fargo Securities, LLC (the “Lead Arrangers”) (a) are hereby appointed as joint lead arrangers and joint bookrunners for the

Amendment No. 9 Commitments and Amendment No. 9 Loans and shall be entitled to the privileges, indemnification, immunities and other benefits afforded to the Arrangers pursuant to Article X and Section 11.04 of the

Amended Credit Agreement and (b) except as otherwise agreed to in writing by the Borrower and the Lead Arrangers, shall have no duties, responsibilities or liabilities with respect to this Amendment, the Amended Credit Agreement or any other

Loan Document.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of

the date first above written.

API GROUP CORPORATION, as Holdings

By:

/s/ David Jackola

Name: David Jackola

Title: Executive Vice President and Chief Financial Officer

API GROUP DE, INC., as Borrower

By:

/s/ David Jackola

Name: David Jackola

Title: Executive Vice President and Chief Financial Officer

[Signature Page to

Amendment No. 9]

SUBSIDIARY GUARANTORS:

3S INCORPORATED

A.P.I. GARAGE DOOR, INC.

ALLEGIANT FIRE PROTECTION LLC

AMERICAN FIRE PROTECTION GROUP, INC.

API GROUP LIFE SAFETY USA LLC

API HVAC SERVICES, INC.

API NATIONAL SERVICE GROUP, INC.

API REAL ESTATE, LLC

CLASSIC INDUSTRIAL SERVICES, INC.

DAVIS-ULMER SPRINKLER COMPANY, INC.

ENDEAVOR FIRE PROTECTION HOLDINGS LLC

ICS, INC.

INTERNATIONAL FIRE PROTECTION, INC.

J. FLETCHER CREAMER & SON, INC.

JOMAX CONSTRUCTION COMPANY, INC.

LEJEUNE STEEL COMPANY

MMC HOLDINGS, LLC

MP NEXLEVEL, LLC

MP NEXLEVEL HOLDINGS, INC.

MP NEXLEVEL OF CALIFORNIA, INC.

MP TECHNOLOGIES, LLC

NEXLEVEL INC.

ORACLE ELEVATOR HOLDCO, INC.

SPRINKLER ACQUISITION, LLC

START ELEVATOR LLC

TECHNOLOGIES INC.

TEXAS SPRINKLER HOLDINGS, INC.

THE JAMAR COMPANY

TL NEXLEVEL COMPANIES, LLC

TLR CONSULTING, INC.

UNITED PIPING, INC.

UNITED STATES ALLIANCE FIRE PROTECTION, INC.

VALLEY FIRE PROTECTION SYSTEMS, LLC

VIKING AUTOMATIC SPRINKLER COMPANY

WRIGHT SERVICE CENTER, LLC

API GROUP HOLDINGS CANADA ULC

VIPOND INC.

CHUBB FIRE & SECURITY CANADA CORPORATION

SMC MONITORING CORPORATION

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Amendment No. 9]

SUBSIDIARY GUARANTORS (cont.):

API GROUP, INC.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

T.TEXAS SPRINKLER, LP

By: Sprinkler Acquisition, LLC, its General Partner

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

PALMETTO AUTOMATIC SPRINKLER CO LLC

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

API ELEVATOR, LLC

By: API GROUP, INC., its sole member

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Amendment No. 9]

SUBSIDIARY GUARANTORS (cont.):

API GROUP UK HOLDCO LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

KNOWSLEY SK HOLDING LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

KNOWSLEY S.K. LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB GROUP LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Amendment No. 9]

SUBSIDIARY GUARANTORS (cont.):

CHUBB INTERNATIONAL HOLDINGS LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB FIRE LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB GROUP SECURITY LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB FIRE & SECURITY LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Amendment No. 9]

SUBSIDIARY GUARANTORS (cont.):

SECURITY MONITORING CENTRES LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

MENTOR BUSINESS SYSTEMS LIMITED

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Amendment No. 9]

SUBSIDIARY GUARANTORS (cont.):

API GROUP DUTCH HOLDCO B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

BRANDBEVEILIGING ALKMAAR B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

DE VRIES BRANDBEVEILIGING B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

FIRE SAFETY FIRST B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Amendment No. 9]

SUBSIDIARY GUARANTORS (cont.):

FOAMXPERT B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

HUGEN BRANDBEVEILIGING EN ADVIESBUREAU B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

SAVAL B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

SIMPLUS BRANDBLUSAPPARATEN B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

SK FIRESAFETY GROUP B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

SK NOORD BRANDBEVEILIGING B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Amendment No. 9]

SUBSIDIARY GUARANTORS (cont.):

CHUBB FIRE & SECURITY B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB INTERNATIONAL (NETHERLANDS) B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

CHUBB NEDERLAND B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

SECURITY MONITORING CENTRE B.V.

By:

/s/ David Jackola

Name: David Jackola

Title: Authorized Signatory

[Signature Page to

Amendment No. 9]

SUBSIDIARY GUARANTORS (cont.):

SIGNED, SEALED and DELIVERED as a

DEED by David Jackola

as attorney for and on behalf of

ACCESS CONTROL SYSTEMS LIMITED

(智達系統有限公司) under a power of attorney

dated

13 May 2026

in the presence of a witness:

)

/s/ David Jackola

Attorney

Signature of Witness:

/s/ Kelli Milner

Name of Witness:

Kelli Milner

Address of Witness:

1100 Old Hwy 8 NW

New Brighton, MN

55112

Occupation of Witness:

Executive Assistant

SIGNED, SEALED and DELIVERED as a

DEED by David Jackola

as attorney for and on behalf of

CHUBB CHINA HOLDINGS LIMITED

(集寶中國控股有限公司) under a power of attorney

dated 13 May 2026

in the presence of a witness:

)

/s/ David Jackola

Attorney

Signature of Witness:

/s/ Kelli Milner

Name of Witness:

Kelli Milner

Address of Witness:

1100 Old Hwy 8 NW

New Brighton, MN

55112

Occupation of Witness:

Executive Assistant

[Signature Page to

Amendment No. 9]

SUBSIDIARY GUARANTORS (cont.):

SIGNED, SEALED and DELIVERED as a

DEED by David Jackola

as attorney for and on behalf of

CHUBB HONG KONG LIMITED

(集寶香港有限公司) under a power of attorney

dated

13 May 2026

in the presence of a witness:

)

/s/ David Jackola

Attorney

Signature of Witness:

/s/ Kelli Milner

Name of Witness:

Kelli Milner

Address of Witness:

1100 Old Hwy 8 NW

New Brighton, MN

55112

Occupation of Witness:

Executive Assistant

[Signature Page to

Amendment No. 9]

CITIBANK, N.A.,

as Administrative Agent and Collateral Agent

By:

/s/ James Oleskewicz

Name:

James Oleskewicz

Title:

Vice President

[Signature Page to

Amendment No. 9]

BARCLAYS BANK PLC,

as Amendment No. 9 Revolving Lender

By:

/s/ Ritam Bhalla

Name:

Ritam Bhalla

Title:

Director

BNP PARIBAS,

as Amendment

No. 9 Revolving Lender and L/C Issuer

By:

/s/ Michael Lefkowitz

Name:

Michael Lefkowitz

Title:

Director

By:

/s/ Matthew Beauvais

Name:

Matthew Beauvais

Title:

Vice President

BANK OF AMERICA, N.A.,

Amendment No. 9 Revolving Lender, L/C Issuer and Swingline Lender

By:

/s/ Joseph Smith

Name:

Joseph Smith

Title:

Vice President

CIBC BANK USA,

as Amendment

No. 9 Revolving Lender

By:

/s/ Megan Ruzich

Name:

Megan Ruzich

Title:

Managing Director

[Signature Page to

Amendment No. 9]

HSBC BANK USA, NATIONAL ASSOCIATION,

as Amendment No. 9 Revolving Lender and L/C Issuer

By:

/s/ Renato Santos

Name:

Renato Santos

Title:

Director

JPMORGAN CHASE BANK, N.A.,

as Amendment No. 9 Revolving Lender, L/C Issuer and Swingline Lender

By:

/s/ Richard Barritt

Name:

Richard Barritt

Title:

Authorized Officer

MORGAN STANLEY BANK N.A.,

Amendment No. 9 Revolving Lender

By:

/s/ Michael King

Name:

Michael King

Title:

Authorized Signatory

ROYAL BANK OF CANADA,

Amendment No. 9 Revolving Lender

By:

/s/ Sinan Tarlan

Name:

Sinan Tarlan

Title:

Authorized Signatory

[Signature Page to

Amendment No. 9]

BANCO SANTANDER, S.A., NEW YORK BRANCH,

as Amendment No. 9 Revolving Lender

By:

/s/ D. Andrew Maletta

Name:

D. Andrew Maletta

Title:

Authorized Signatory

By:

/s/ Heesu Sin

Name:

Heesu Sin

Title:

Authorized Signatory

SUMITOMO MITSUI BANKING CORPORATION,

as Amendment No. 9 Revolving Lender

By:

/s/ Minxiao Tian

Name:

Minxiao Tian

Title:

Director

TRUIST BANK,

as Amendment

No. 9 Revolving Lender

By:

/s/ William P. Rutkowski

Name:

William P. Rutkowski

Title:

Director

UBS AG, STAMFORD BRANCH,

Lender

By:

/s/ Andrea Moore

Name:

Andrea Moore

Title:

Associate Director

By:

/s/ Blake Caruso

Name:

Blake Caruso

Title:

Director

[Signature Page to

Amendment No. 9]

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Amendment No. 9 Revolving Lender

By:

/s/ William D. Ivey

Name:

William D. Ivey

Title:

Vice President

[Signature Page to

Amendment No. 9]

SCHEDULE I

Lender

Amendment No. 9 Term Loan Commitments

Citibank, N.A.

$504,136,721.18

Total:

$504,136,721.18

Lender

Amendment No. 9 Term Loans

Cashless Settlement Term Lenders

$1,653,254,365.68

Total:

$1,653,254,365.68

Amendment No. 9 Revolving Lender

Amendment No. 9 Revolving

Credit Commitments

Pro Rata Share

Citibank, N.A.

$103,000,000.00

10.30%

Bank of America, N.A.

$90,000,000.00

9.00%

JPMorgan Chase Bank, N.A.

$75,000,000.00

7.50%

Barclays Bank PLC

$61,000,000.00

6.10%

BNP Paribas

$61,000,000.00

6.10%

CIBC Bank USA

$61,000,000.00

6.10%

HSBC Bank USA, National Association

$61,000,000.00

6.10%

Morgan Stanley Bank N.A.

$61,000,000.00

6.10%

Royal Bank of Canada

$61,000,000.00

6.10%

Banco Santander, S.A., New York Branch

$61,000,000.00

6.10%

Sumitomo Mitsui Banking Corporation

$61,000,000.00

6.10%

Truist Bank

$61,000,000.00

6.10%

U.S. Bank National Association

$61,000,000.00

6.10%

UBS AG, Stamford Branch

$61,000,000.00

6.10%

Wells Fargo Bank, National Association

$61,000,000.00

6.10%

Total:

$1,000,000,000

100%

LETTER OF CREDIT COMMITMENTS

L/C Issuers

Letter of Credit Commitments

Pro Rata Share

Citibank, N.A.

$80,000,000.00

26.66%

Bank of America, N.A.

$70,000,000.00

23.33%

JPMorgan Chase Bank, N.A.

$50,000,000.00

16.67%

BNP Paribas

$50,000,000.00

16.67%

HSBC Bank USA, National Association

$50,000,000.00

16.67%

Total

$300,000,000

100.0%

ANNEX I

Continuing Lender Election

WITNESS WHEREOF, the undersigned has caused this Continuing Lender Election to be executed and delivered by a duly authorized officer as of the date of the Amendment (as defined below).

Reference is made to (i) the Credit Agreement, dated as of October 1, 2019, by and among APi Group Corporation, a Delaware

corporation (“Holdings”), APi Group DE, Inc., a Delaware corporation (the “Borrower”), Citibank, N.A., as collateral agent and administrative agent (in such respective capacities, the

“Agent”), the lending institutions parties thereto and the other agents and entities party thereto (as amended by Amendment No. 1 to Credit Agreement, dated as of October 22, 2020, Amendment No. 2 to Credit

Agreement, dated December 16, 2021, Amendment No. 3 to Credit Agreement, dated May 19, 2023, Amendment No. 4 to Credit Agreement, dated October 11, 2023, Amendment No. 5 to Credit Agreement, dated February 28,

2024, Amendment No. 6 to Credit Agreement, dated May 10, 2024, Amendment No. 7 to Credit Agreement, dated as of February 14, 2025 and Amendment No. 8 to Credit Agreement, dated as of May 20, 2025 the “Credit

Agreement”) and (ii) Amendment No. 9 to Credit Agreement (the “Amendment”) to be entered into by Holdings, the Borrower, certain subsidiaries of the Borrower party hereto, the Agent, the lenders party thereto

(including the Cashless Settlement Term Lenders (as defined therein) party thereto). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amendment.

☐

Consent and Convert (Cashless Settlement Option): The undersigned hereby irrevocably and

unconditionally agrees to the conversion of the full principal amount (or such lesser amount as notified to the undersigned by the Administrative Agent prior to the Amendment No. 9 Effective Date) of its Existing Term Loans to a like principal

amount of Amendment No. 9 Term Loans effective as of the Amendment No. 9 Effective Date.

☐

Consent and Reallocation (Assignment Settlement Option): The undersigned hereby

irrevocably and unconditionally agrees to purchase, by way of assignment from the Amendment No. 9 Replacement Term Lender in accordance with the terms of the Amended Credit Agreement, Amendment No. 9 Term Loans in a principal amount equal

to the principal amount of its Existing Term Loans prepaid (or such lesser amount as notified and allocated to the undersigned by the Administrative Agent, as determined by the Borrower and the Administrative Agent in their sole discretion).

Any Existing Lender submitting a signature page (including, for the avoidance of doubt, any existing Lender that submits a signature

page but does not check either consent box) shall be deemed to have consented to the amendments to the Credit Agreement described in, and the other terms and provisions of, the Amendment and acknowledges that its execution and delivery of this

Continuing Lender Election shall be deemed to constitute execution and delivery of a counterpart signature to the Amendment.

(Name of Institution including branch if applicable)

By:

Name:

Title:

If a second signature is necessary:

By:

Name:

Title:

EXHIBIT A

Amended Credit Agreement

[see

attached]

CREDIT AGREEMENT

dated as of October 1, 2019,

as amended as of October 22, 2020,

as amended as of 2021 Incremental Amendment Funding Date (as defined herein),

as amended as of May 19, 2023,

as amended as of October 11, 2023,

as amended as of February 28, 2024,

as amended as of May 10, 2024,

as amended as of February 14, 2025,

as amended as of May 20, 2025, and

as amended as of May 14, 2026

by and among

API GROUP

DE, INC.,

as the Initial Borrower,

API GROUP CORPORATION,

as Holdings,

THE

GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE LENDERS AND L/C ISSUERS FROM TIME TO TIME PARTY HERETO,

and

CITIBANK, N.A.,

as Administrative Agent and Collateral Agent

TABLE OF CONTENTS

Page

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms

1.02

Other Interpretive Provisions

1.03

Accounting Terms

1.04

Rounding

1.05

References to Agreements and Laws

1.06

Times of Day

1.07

Letter of Credit Amounts

1.08

Conversion of Foreign Currencies

1.09

Divisions

1.10

Limited Condition Transactions

1.11

Dutch Terms

1.12

Belgian Terms

1.13

Rates

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS

2.01

The Loans

2.02

Borrowings, Conversions and Continuations of Loans

2.03

Letters of Credit

2.04

[Reserved]

2.05

Prepayments

2.06

Termination or Reduction of Commitments

100

2.07

Repayment of Loans

102

2.08

Interest

103

2.09

Fees

103

2.10

Computation of Interest and Fees

104

2.11

Evidence of Indebtedness

104

2.12

Payments Generally

105

2.13

Sharing of Payments

107

2.14

Incremental Facilities

107

2.15

Defaulting Lender

113

2.16

Extension of Term Loans and Revolving Credit Commitments

117

2.17

Interest Act (Canada)

120

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

123

3.01

Taxes

123

3.02

Illegality

126

3.03

Inability to Determine Rates

126

3.04

Increased Cost and Reduced Return; Capital Adequacy; Reserves on Loans

130

3.05

Funding Losses

131

3.06

Matters Applicable to all Requests for Compensation

131

3.07

Pro Rata Treatment

132

3.08

Survival

132

ARTICLE IV. GUARANTY

132

4.01

The Guaranty

132

4.02

Obligations Unconditional

132

4.03

Reinstatement

133

4.04

Certain Additional Waivers

133

4.05

Remedies

134

4.06

Rights of Contribution

134

4.07

Guarantee of Payment; Continuing Guarantee

134

4.08

Keepwell

134

4.09

Guarantee Limitations

134

ARTICLE V. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

135

5.01

Conditions to Initial Credit Extension

135

5.02

Conditions to all Credit Extensions after the Closing Date

137

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

138

6.01

Existence, Qualification and Power; Compliance with Laws

138

6.02

Authorization; No Contravention

139

6.03

Governmental Authorization; Other Consents

139

6.04

Binding Effect

139

6.05

Financial Statements; No Material Adverse Effect

140

6.06

Litigation

141

6.07

No Default

141

6.08

Properties

141

6.09

Environmental Compliance

141

6.10

Insurance

142

6.11

Taxes

142

6.12

ERISA Compliance

142

6.13

Subsidiaries; Equity Interests

144

6.14

Margin Regulations; Investment Company Act

144

6.15

Disclosure

144

6.16

Compliance with Laws

145

6.17

Intellectual Property; Licenses, Etc.

145

6.18

Solvency

145

6.19

Casualty, Etc.

145

6.20

Perfection, Etc.

145

6.21

Swap Obligations

146

6.22

Labor Matters

146

6.23

OFAC, Anti-Terrorism and Anti-Money Laundering Law and Anti-Corruption Laws

146

6.24

Senior Indebtedness

146

6.25

Canadian Defined Benefit Plans

147

6.26

Centre of Main Interests and Establishments

147

6.27

UK Pensions

147

ARTICLE VII. AFFIRMATIVE COVENANTS

148

7.01

Financial Statements

148

7.02

Certificates; Other Information

149

7.03

Notices

150

7.04

Payment of Obligations

151

7.05

Preservation of Existence, Etc.

151

7.06

Maintenance of Properties

151

7.07

Maintenance of Insurance

151

7.08

Compliance with Laws

152

7.09

Books and Records

152

7.10

Inspection Rights

152

7.11

Use of Proceeds

152

7.12

Additional Guarantees and Collateral; Guarantor Coverage Ratio

153

7.13

Compliance with Environmental Laws

157

7.14

Further Assurances

157

7.15

Collateral and Guarantee Limitations

158

7.16

Credit Rating

159

7.17

Post-Closing Matters

159

7.18

OFAC and Anti-Corruption Laws

159

7.19

Lender Calls

159

ARTICLE VIII. NEGATIVE COVENANTS

160

8.01

Liens

160

8.02

Indebtedness

163

8.03

Fundamental Changes

170

8.04

Dispositions

171

8.05

Restricted Payments

172

8.06

Change in Nature of Business

174

8.07

Transactions with Affiliates

174

8.08

Burdensome Agreements

175

8.09

Use of Proceeds

177

8.10

Financial Covenant

177

8.11

Amendments of Organization Documents and Certain Other Agreements

178

8.12

Accounting Changes

178

8.13

Sale and Leaseback Transactions

178

8.14

No Other “Designated Senior Indebtedness”

179

8.15

Centre of Main Interests and Establishments

179

8.16

Holding Covenant

179

ARTICLE IX. EVENTS OF DEFAULT AND REMEDIES

179

9.01

Events of Default

179

9.02

Remedies Upon Event of Default

182

9.03

Application of Funds

183

ARTICLE X. THE AGENTS AND THE ARRANGERS

184

10.01

Appointment and Authority

184

10.02

Delegation of Duties

184

iii

10.03

Rights as a Lender

184

10.04

Exculpatory Provisions

185

10.05

Reliance by Agents

186

10.06

Non-Reliance on Agents and Other Lenders

186

10.07

Resignation of Agent

186

10.08

Administrative Agent May File Proofs of Claim

187

10.09

Collateral and Guaranty Matters

187

10.10

No Other Duties, Etc.

188

10.11

Certain ERISA Matters

188

10.12

Parallel Debt

189

10.13

Intercreditor Agreement

190

10.14

Erroneous Payments

190

ARTICLE XI. MISCELLANEOUS

192

11.01

Amendments, Etc.

192

11.02

Notices and Other Communications; Facsimile Copies

194

11.03

No Waiver; Cumulative Remedies

196

11.04

Expenses; Indemnity; Damage Waiver

196

11.05

Payments Set Aside

198

11.06

Successors and Assigns

199

11.07

Confidentiality

207

11.08

Setoff

208

11.09

Interest Rate Limitation

208

11.10

Counterparts

209

11.11

Integration

209

11.12

Survival of Representations and Warranties

209

11.13

Severability

210

11.14

Tax Forms.

210

11.15

Replacement of Lenders

211

11.16

Governing Law

212

11.17

Binding Effect

213

11.18

Waiver of Right to Trial by Jury

213

11.19

USA PATRIOT Act Notice

213

11.20

Waiver of Notice of Termination

214

11.21

Headings

214

11.22

Joint and Several Obligations

214

11.23

Judgment Currency

215

11.24

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

216

11.25

Acknowledgement Regarding Any Supported QFCs

216

11.26

Canadian AML Legislation

217

SCHEDULES

1.01(a)

Existing Letters of Credit

1.01(c)

Mortgaged Properties

1.01(d)

Existing Investments

1.01(e)

Excluded Subsidiaries

1.01(f)

Subsidiary Guarantors

1.01(g)

Immaterial Subsidiaries

2.01

Commitments and Pro Rata Shares

6.05(a)

Financial Statement Matters

6.06

Litigation

6.09

Environmental Matters

6.12

ERISA

6.13

Subsidiaries

6.17

Intellectual Property Matters

6.22

Labor Matters

7.12

Agreed Security Principles

7.17

Post-Closing Matters

8.01(c)

Existing Liens

8.02

Existing Indebtedness

8.04

Certain Dispositions

11.02

Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Assignment and Assumption

Committed Loan Notice

Compliance Certificate

Solvency Certificate

Perfection Certificate

Subsidiary Joinder Agreement

G-1

Term Loan Note

G-2

Revolving Credit Note

Prepayment Notice

Designated Pari Passu Facility Notice

CREDIT AGREEMENT

This Credit Agreement is entered into as of October 1, 2019 by and among APi Group DE, Inc. (the “Initial

Borrower”), a Delaware corporation, APi Group Corporation, a Delaware corporation (“Holdings”), the Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the

“Lenders” and, individually, a “Lender”), the L/C Issuers from time to time party hereto and Citibank, N.A., as administrative agent (in such capacity and together with its successors, the

“Administrative Agent”) and collateral agent (in such capacity and together with its successors, the “Collateral Agent”).

WHEREAS, Holdings, in connection with the Closing Date, requested that substantially simultaneously with the consummation of the APi

Acquisition, (a) the Term Loan Lenders extend Initial Term Loans in an aggregate principal amount of $1,200,000,000, (b) the Revolving Credit Lenders provide Initial Revolving Credit Commitments in an aggregate principal amount of

$300,000,000 and (c) the L/C Issuers agree to issue Letters of Credit in an aggregate amount available to be drawn not in excess of the Letter of Credit Sublimit;

WHEREAS, the Borrower entered into that certain Amendment No. 1 to Credit Agreement, dated as of October 22, 2020 (the

“2020 Incremental Amendment”) by and among Holdings, the Borrower, the Guarantors party thereto, the 2020 Incremental Term Loan Lenders party thereto, the other Lenders party thereto and Citibank, N.A. pursuant to which the

2020 Incremental Term Loan Lenders agreed to extend credit to the Borrower in the form of the 2020 Incremental Term Loans in an aggregate principal amount of $250,000,000 and to make certain other amendments to the Credit Agreement as set forth

herein;

WHEREAS, the Borrower has entered into that certain Amendment No. 2 to Credit Agreement, dated as of December 16, 2021

(the “2021 Incremental Amendment”) by and among Holdings, the Borrower, the Guarantors party thereto, the 2021 Incremental Term Loan Lenders, the 2021 Incremental Revolving Credit Lenders and L/C Issuers party thereto and

Citibank, N.A. pursuant to which (i) the 2021 Incremental Term Loan Lender has agreed to extend credit to the Borrower in the form of the 2021 Incremental Term Loans in an aggregate principal amount of $1,100,000,000, (ii) the Revolving

Credit Lenders have agreed to increase the Initial Revolving Credit Commitments by an additional aggregate principal amount of $200,000,000 and to extend the Initial Revolving Credit Maturity Date, (iii) the L/C Issuers have agreed to increase

the Letter of Credit Sublimit by an additional aggregate principal amount of $100,000,000 and (iv) the Lenders have agreed to make certain other amendments to the Credit Agreement as set forth herein;

WHEREAS, the Borrower has entered into that certain Amendment No. 3 to Credit Agreement, dated as of May 19, 2023 (the

“2023 US LIBO Rate Replacement Amendment”) by and between the Borrower and Citibank, N.A. pursuant to which the US LIBO Rate was replaced by Term SOFR;

WHEREAS, the Borrower has entered into that certain Amendment No. 4 to Credit Agreement, dated as of October 11, 2023 (the

“2023 Repricing and Maturity Extension Amendment”) by and among the Borrower, the Administrative Agent and the other parties thereto, pursuant to which, among other things, the Applicable Rate applicable to the Initial Term

Loans and the 2021 Incremental Term Loans was reduced;

WHEREAS, the Borrower entered into that certain Amendment No. 5 to Credit

Agreement, dated as of February 28, 2024 (the “2024 Incremental Amendment”) by and among Holdings, the Borrower, the Guarantors party thereto, the 2024 Incremental Term Loan Lenders (as defined in the 2024 Incremental

Amendment) party thereto and Citibank, N.A., pursuant to which the 2024 Incremental Term Loan Lenders agreed to extend credit to the Borrower in the form of Incremental Term Loans in an aggregate principal amount of $300,000,000 and to make certain

other amendments to the Credit Agreement as set forth herein;

WHEREAS, the Borrower has entered into that certain Amendment No. 6 to Credit

Agreement, dated as of the 2024 Repricing and Maturity Extension Amendment Effective Date (the “2024 Repricing and Maturity Extension Amendment”) by and among the Borrower, the Administrative Agent and the other parties

thereto, pursuant to which, among other things, the Applicable Rate applicable to the 2021 Incremental Term Loans was reduced, Incremental Term Loans were incurred (which were fungible with and became part of the 2021 Incremental Term Loan tranche)

and the Initial Term Loans were repaid;

WHEREAS, the Borrower has entered into that certain Amendment No. 7 to Credit Agreement,

dated as of the 2025 Term Loan Repricing Amendment Effective Date (the “2025 Term Loan Repricing Amendment”) by and among the Borrower, the Administrative Agent and the other parties thereto, pursuant to which, among other

things, the Applicable Rate applicable to the 2021 Incremental Term Loans was reduced;

WHEREAS, the Borrower has entered into that

certain Amendment No. 8 to Credit Agreement, dated as of the 2025 Revolving Incremental Amendment Effective Date (the “2025 Revolving Incremental Amendment”) by and among the Borrower, the Administrative Agent and the

other parties thereto, pursuant to which, among other things, the Applicable Rate applicable to the Revolving Credit Loans was reduced and an Incremental Revolving Credit Facility was incurred;

WHEREAS, the Borrower has entered into that certain Amendment No. 9 to Credit Agreement, dated as of the Amendment No. 9

Effective Date (“Amendment No. 9”) by and among the Borrower, the Administrative Agent and the other parties thereto, pursuant to which, among other things, the Borrower incurred the Amendment No. 9

Commitments to refinance in full the existing Revolving Credit Commitments (and increase the Revolving Credit Commitments with the incurrence of an Incremental Revolving Credit Facility in the aggregate principal amount of $250,000,000) and the Term

Loans, in each case as was outstanding hereunder immediately prior to the occurrence of the Amendment No. 9 Effective Date; and

WHEREAS, the Lenders and the L/C Issuers are willing to provide such extensions of credit, subject to the terms and conditions of this

Agreement.

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

as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“2020 Incremental Amendment” has the meaning specified in the recitals hereto.

“2020 Incremental Amendment Effective Date” shall mean October 22, 2020.

“2020 Incremental Lead Arrangers” shall mean the Lead Arrangers (as defined in the 2020 Incremental Amendment).

“2020 Incremental Term Loan Commitment” means, as to each 2020

Incremental Term Loan Lender, its obligation to make 2020 Incremental Term Loans to the Borrowers

(i) pursuant to

Section 2.01 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such 2020 Incremental Term Loan Lender’s name on Schedule 2.01 under the caption “2020

Incremental Term Loan Commitment”, and

(ii) in the Assignment and Assumption pursuant to which such 2020 Incremental Term Loan

Lender becomes a party hereto,

in each case, as such amount may be adjusted from time to time in accordance with this Agreement.

The aggregate amount of 2020 Incremental Term Loan Commitments on the 2020 Incremental Amendment Effective Date is $250,000,000.

“2020 Incremental Term Loan Facility” means the 2020 Incremental Term Loan Commitments and the 2020 Incremental Term

Loans made thereunder.

“2020 Incremental Term Loan Lenders” shall have the meaning assigned to such term in the

2020 Incremental Amendment.

“2020 Incremental Term Loan Maturity Date” means October 1, 2026.

“2020 Incremental Term Loans” shall have the meaning assigned to such term in the 2020 Incremental Amendment.

“2021 Incremental Amendment” has the meaning specified in the recitals hereto.

“2021 Incremental Amendment Funding Date” shall mean the Funding Date (as defined in the 2021 Incremental

Amendment).

“2021 Incremental Lead Arrangers” shall mean the Lead Arrangers (as defined in the 2021 Incremental

Amendment).

“2021 Incremental Term Loan Commitment” means, as to each 2021 Incremental Term Loan Lender, its

obligation to make 2021 Incremental Term Loans to the Borrower:

(i) pursuant to Section 2.01 in an aggregate principal

amount at any one time outstanding not to exceed the amount set forth opposite such 2021 Incremental Term Loan Lender’s name on Schedule 2.01 under the caption “2021 Incremental Term Loan Commitments” and

(ii) in the Assignment and Assumption pursuant to which such 2021 Incremental Term Loan Lender becomes a party hereto,

in each case, as such amount may be adjusted from time to time in accordance with this Agreement.

The aggregate amount of 2021 Incremental Term Loan Commitments on the 2021 Incremental Amendment Effective Date is $1,100,000,000, which shall

be deemed to be reduced to zero upon the funding of the 2021 Incremental Term Loans on the 2021 Incremental Amendment Funding Date.

“2021 Incremental Term Loan Facility” means the 2021 Incremental Term Loan Commitments and the 2021 Incremental Term

Loans made thereunder.

“2021 Incremental Term Loan Lenders” shall have the meaning

assigned to such term in the 2021 Incremental Amendment and shall include each Lender that holds any 2021 Incremental Term Loans through an Assignment and Assumption.

“2021 Incremental Term Loan Maturity Date” means the seventh anniversary of the 2021 Incremental Amendment Funding

Date.

“2021 Incremental Term Loans” shall have the meaning assigned to such term in the 2021 Incremental

Amendment.

“2021 Revolving Credit Lenders” shall have the meaning assigned to such term in the 2021 Incremental

Amendment and shall include each Lender that holds any Revolving Credit Loans through an Assignment and Assumption.

“2023

Repricing and Maturity Extension Amendment” has the meaning specified in the recitals hereto.

“2023 Repricing

and Maturity Extension Amendment Effective Date” shall mean October 11, 2023.

“2023 US LIBO Rate

Replacement Amendment” has the meaning specified in the recitals above.

“2024 Incremental

Amendment” has the meaning specified in the recitals hereto.

“2024 Repricing and Maturity Extension

Amendment” has the meaning specified in the recitals hereto.

“2024 Repricing and Maturity Extension Amendment

Effective Date” shall mean May 10, 2024.

“2025 Revolving Incremental Amendment” has the

meaning specified in the recitals hereto.

“2025 Revolving Incremental Amendment Effective Date” shall mean

May 20, 2025.

“2025 Term Loan Repricing Amendment” has the meaning specified in the recitals hereto.

“2025 Term Loan Repricing Amendment Effective Date” shall mean February 14, 2025.

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

“Acquired Entity” has the meaning specified in the definition of “Permitted Acquisition”.

“Acquired Indebtedness” means with respect to any specified Person

(i) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified

Person, provided such Indebtedness is not incurred (x) in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person or (y) for purposes of financing

the acquisition of such other Person; and

(ii) Indebtedness that is secured by a Lien encumbering any asset acquired by such specified

Person.

“Acquisition Step-Up Period” means the first eight consecutive fiscal quarters commencing with the

first fiscal quarter ending after the consummation of a Qualified Acquisition.

“Additional Borrower” has the

meaning specified in Section 2.14(a).

“Adjusted Eurocurrency Rate” means, for any Interest

Period, an interest rate per annum equal to the greater of:

(a) 0.00% per annum and

(b) the product of (A) the Eurocurrency Rate in effect for such Interest Period and (B) Statutory Reserves.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to Term SOFR for such

calculation; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be equal to the Floor.

“Administrative Agent” has the meaning specified in the preamble hereto.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as

set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify Holdings and the Lenders.

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

“Advisory Agreement” means the Advisory Services Agreement, dated as of October 1, 2019 between Holdings

and Mariposa Capital, LLC.

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

(b) any UK Financial Institution.

“Affiliate” means, with respect to any Person, another Person (other

than, in the case of the Loan Parties, a Subsidiary of such Person) that directly, or indirectly through one or more intermediaries, Governs or is Governed by or is under common Governance with the Person specified.

“Govern” 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.

“Governance”, “Governing” and “Governed” have meanings correlative thereto.

“Agent Parties” has the meaning specified in Section 11.02(c).

“Agents” has the meaning specified in Section 10.01(b).

“Agreed Security Principles” means the Agreed Security Principles attached as Schedule 7.12 hereto.

“Agreement” means this Credit Agreement.

“Alternate Currency LIBO Rate” has the meaning specified in the

definition of “Eurocurrency Rate”.

“Alternative Currency” means, (x) with respect to Revolving

Credit Loans, Euros and Pounds Sterling and (y) with respect to a New Term Loan Facility, Euros and Pounds Sterling.

“Amendment No. 9” has the meaning specified in the recitals hereto.

“Amendment No. 9 Effective Date” means May 14, 2026.

“Amendment No. 9 Lead Arrangers” shall mean the Lead Arrangers (as defined in Amendment No. 9).

“Amendment No. 9 Revolving Credit Commitments” shall have the meaning assigned to such term in Amendment No.

“Amendment No. 9 Revolving Lenders” shall have the meaning assigned to such term in Amendment

No. 9.

“Amendment No. 9 Revolving Credit Loans” shall have the meaning assigned to such term in

Amendment No. 9.

“Amendment No. 9 Term Lenders” shall have the meaning assigned to such term in

Amendment No. 9.

“Amendment No. 9 Term Loan Commitment” means, as to each Amendment No. 9 Term

Lender, its obligation to make Amendment No. 9 Term Loans to the Borrower pursuant to Amendment No. 9. The aggregate amount of Amendment No. 9 Term Loan Commitments on the Amendment No. 9 Effective Date is $2,157,391,086.86,

which shall be deemed to be reduced to zero upon the funding of the Amendment No. 9 Term Loans on the Amendment No. 9 Effective Date.

“Amendment No. 9 Term Loan Facility” means the Amendment No. 9 Term Loan Commitments and the Amendment

No. 9 Term Loans made thereunder.

“Amendment No. 9 Term Loan Maturity Date” means the seventh

anniversary of the Amendment No. 9 Effective Date.

“Amendment No. 9 Term Loans” shall have the

meaning assigned to such term in Amendment No. 9.

“AML Legislation” has the meaning specified in

Section 11.26.

“Anti-Corruption Laws” means the (i) United States Foreign Corrupt

Practices Act of 1977, as amended, (ii) the United Kingdom Bribery Act of 2010, (iii) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (iv) any applicable related provisions and/or anti-bribery, and

corruption and/or anti-money laundering laws, rules, or regulations of any jurisdiction in which a Borrower conducts business.

“Anti-Terrorism and Anti-Money Laundering Laws” means any laws or

regulations relating to terrorism or money laundering, including the Bank Secrecy Act of 1990, as amended by the USA PATRIOT ACT, the laws administered by the United States Treasury Department’s Office of Foreign Assets Control, the Criminal

Code (Canada), and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced), the U.S. Uniting and Strengthening America by Providing

Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended, the UK Proceeds of

Crime Act 2002 and the UK Terrorism Act 2000, as amended.

“Anticipated Cure Deadline” shall have the meaning

assigned to such term in Section 8.10(b).

“APi” means APi Group, Inc., a Minnesota

corporation.

“APi Acquisition” means the purchase of all of the capital stock of APi pursuant to the APi

Acquisition Agreement.

“APi Acquisition Agreement” means the Business Combination Agreement, dated as of

September 2, 2019, between Holdings, APi and the Sellers (as defined therein).

“A.P.I. Security Agreement”

has the meaning specified in clause (ix) of the definition of “Excluded Subsidiary.”

“Applicable Rate” means

(a) (i) with respect to any Initial Term Loan that is (A) a Term SOFR Loan, 2.25% per annum and (B) a Base Rate Loan,

1.25% per annum,

(ii) with respect to any 2020 Incremental Term Loan that is (A) a Term SOFR Loan,

2.75% per annum and (B) a Base Rate Loan, 1.75% per annum, and

(iii) with respect to any 2021 Incremental Term Loan that is (A) a Term SOFR Loan, 1.75% per annum and

(B) a Base Rate Loan, 0.75% per annum, and

(iv) with

respect to any Amendment No. 9 Term Loan that is (A) a Term SOFR Loan, 1.75% per annum and (B) a Base Rate Loan, 0.75%

per

annum,

(b) with respect to any Revolving Credit Loan that is (i) a Term SOFR Loan or a Eurocurrency Rate Loan or an RFR Loan, 1.50% per

annum and (ii) a Base Rate Loan, 0.50% per annum; provided, that commencing with the delivery of the Compliance Certificate for the first fiscal quarter ending after the 2025 Revolving Incremental Amendment

No. 9 Effective Date, pursuant to Section 7.02(a), the Applicable Rate shall be as set forth

in the chart below based upon the First Lien Net Leverage Ratio:

Level

First Lien Net Leverage Ratio

Term SOFR

Base Rate

> Equal to or greater than 3.50 to 1.00

2.00%

1.00%

< Less than 3.50 to 1.00 and

> equal to or greater than 2.50 to 1.00

1.75%

0.75%

< Less than 2.50 to 1.00 and

> equal to or greater than 1.50 to 1.00

1.50%

0.50%

< Less than 1.50 to 1.00

1.25%

0.25%

Any increase or decrease in the Applicable Rate resulting from a change in the First Lien Net Leverage Ratio

shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(a); provided, that if a Compliance Certificate is not delivered when due in

accordance with such Section, then the Applicable Rate shall be set at Level 1 from the first Business Day after the date on which such Compliance Certificate was required to have been delivered until the date that is the first Business Day

immediately after the date such Compliance Certificate is delivered; provided further that if an Event of Default or Default shall have occurred and be continuing then the Applicable Rate shall be set at Level 1.

(c) with respect to the Letter of Credit Fees, a percentage per annum equal to the “Applicable Rate” applicable to a Revolving

Credit Loan that is a Term SOFR Loan,

(d) with respect to the Commitment Fees,

(i) until delivery of a Compliance Certificate for the first full fiscal quarter ending after the ClosingAmendment No. 9 Effective

Date, 0.500.375% per

annum and

(ii) at any time thereafter,

(x) 0.50% per annum if the First Lien Net Leverage Ratio as of the most recent determination date is greater than 2.75 to 1.00 or (y) 0.375% per

annum if the First Lien Net Leverage Ratio as of the most recent determination date is greater than 2.75 to 1.00 or (y)

0.25%

per

annum

if the First Lien Net Leverage Ratio as of the most recent determination date is less than or equal to 2.75 to 1.00.

“Approved Fund” has the meaning specified in Section 11.06(g).

“Approved Member State” means each of the following: Belgium, Canada, France, Germany, Italy, Luxembourg, The

Netherlands, Spain, Sweden and the United Kingdom.

“Arrangers” means Citibank, N.A., BofA Securities, Inc.,

Barclays Bank PLC, UBS Securities LLC and U.S. Bank National Association.

“Asset Sale” means the Disposition

(by way of merger, casualty, condemnation or otherwise) by Holdings or any Restricted Subsidiary to any Person other than a Loan Party of

(a) any Equity Interests of any Restricted Subsidiary (other than directors’ qualifying shares and employee options granted in the

ordinary course of business) or

(b) any other assets of Holdings or any Restricted Subsidiary, including Equity Interests of any Person

that is not a Restricted Subsidiary (other than

(i) inventory disposed of in the ordinary course of business or the

disposition of excess, damaged, obsolete, worn out or no longer needed assets, scrap and Cash Equivalents,

(ii)

dispositions between Restricted Subsidiaries permitted by Section 8.04(c), clause (c) of the definition of “Permitted Intercompany Transaction” with respect to dispositions or acquisitions of any Subsidiary

of a Borrower that is not a Loan Party or clause (d) of the definition of “Permitted Intercompany Transaction” relating to Dispositions with respect to any Excluded Subsidiary,

(iii) dispositions permitted by Section 8.04(h) and

dispositions of non-core assets acquired in connection with any Permitted Acquisition or Investment permitted hereunder

(iv) dispositions contemplated by the Reorganization (as defined in the APi Acquisition Agreement) as set forth on

Schedule 8.04 and

(v) any Permitted Sale Leaseback Transaction);

provided that any asset sale or series of related asset sales described above having a value not in excess of $25,000,000

in any single transaction or series of related transactions shall be deemed not to be an “Asset Sale” for purposes of this Agreement.

“Assignee Group” means, with respect to any Lender, such Lender’s Affiliates and Approved Funds with respect

to such Lender.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of

Exhibit A or such other form approved by the Administrative Agent.

“Attorney Costs” means and

includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.

“Attributable

Indebtedness” means, on any date,

(a) in respect of any capital lease of any Person, the capitalized amount thereof that

would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and

(b) in respect of any Synthetic Lease

Obligation, as of any date of determination, the total obligation (discounted to present value at the rate of interest implicit in the lease included in such transaction) of the lessee for rental payments (other than accounts required to be paid on

account of property taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items which do not constitute payments for property rights) during the remaining portion of the term (including extensions which

are at the sole option of the lessor) of the lease included in such transaction (in the case of any lease which is terminable by the lessee upon the payment of a penalty, such rental obligation shall also include the amount of such penalty, but no

rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated).

“Audited Financial Statements of APi” means the audited consolidated balance sheets of APi for the fiscal years

ended December 31, 2017 and December 31, 2018 and, in each case, related consolidated statements of income, stockholders equity and cash flows for such fiscal year, including the notes thereto.

“Audited Financial Statements of Holdings” means the audited statement of financial position of Holdings for the

period commencing on incorporation (September 18, 2017) and ending August 31, 2018 and the related statements of comprehensive income, changes in equity and cash flows for such period, including the notes thereto.

“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Available Amount” means, on any date of determination (the

“Reference Date”), an amount (which shall not be less than zero) determined on a cumulative basis equal to the sum of (without duplication): an amount equal to

(a) $50,000,000200,000,000 plus

(b) Net Cash Proceeds from any sale or issuance of Equity Interests of Holdings (excluding Disqualified Stock) to the extent such Net Cash

Proceeds are received by Holdings after the Closing Date (other than any Net Cash Proceeds (w) that are Specified Equity Proceeds, (x) from any Cure Amount, (y) to the extent such Net Cash Proceeds have been used to build any other

basket for the incurrence of Indebtedness or the making of any Investment or Restricted Payment or (z) from the sale of any Equity Interests to any employee, director, officer, manager or consultant of Holdings, any direct or indirect parent of

Holdings and any Subsidiary of Holdings), plus

each case, issued after the Closing Date, which has been exchanged or converted into Equity Interests (excluding Disqualified Stock) of Holdings (other than with respect to any such exchange or conversion involving the sale or issuance of Equity

Interests to any employee, director, officer, manager or consultant of Holdings, any direct or indirect parent of Holdings and any Subsidiary of Holdings), plus

(d) (x) the cumulative amount of Excess Cash Flow for all fiscal years of Holdings completed after the Closing Date (commencing with the

fiscal year ending on December 31, 2020) and prior to the Reference Date minus

(y) the portion of such

Excess Cash Flow that has been (or will be) after the Closing Date and on or prior to the Reference Date required to be offered to prepay the Loans in accordance with Section 2.05(b) (without giving effect to any dollar-for-dollar

reduction in respect of voluntary prepayments of the Loans as therein provided), plus

(e) to the extent not

(A) included in Consolidated Net Income or (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the aggregate amount of all cash dividends and other cash

distributions received by Holdings or any Restricted Subsidiary from any Unrestricted Subsidiaries during the period from and including the Business Day immediately following the Closing Date and prior to the Reference Date in respect of Investments

made by Holdings or any Restricted Subsidiary in reliance on the Available Amount, plus

(f) to the extent not

(A) included in Consolidated Net Income or (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the Investments of Holdings and any Restricted Subsidiary in

any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged or consolidated with or into Holdings or any Restricted Subsidiary (up to the lesser of (x) the fair market value (as determined in good

faith by Holdings) of the investments of Holdings and any Restricted Subsidiary in such Unrestricted Subsidiary at the time of such re-designation or merger or consolidation and (y) the fair market value (as determined in good faith by

Holdings) of the original investments by Holdings and any Restricted Subsidiary in such Unrestricted Subsidiary) plus

(g)

to the extent not (A) included in Consolidated Net Income, (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment or (C) required to be applied to prepay

the Loans in accordance with Section 2.05(b), the aggregate amount of all Net Cash Proceeds received by Holdings or any Restricted Subsidiary in connection with the sale, transfer or other Disposition of its ownership interest in

any Unrestricted Subsidiary, to the extent that the original Investments in such Unrestricted Subsidiary were made in reliance on the Available Amount plus

(h) the aggregate amount of Retained Declined Proceeds minus

(i) the sum, without duplication, of the aggregate amount of Restricted Payments made pursuant to Section 8.05(k) after the

Closing Date and on or prior to the Reference Date.

“Available Tenor” means, as of any date of determination

and with respect to any then-current Benchmark for any currency, as applicable, (x) if any then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or

(y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority

in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with

respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time

which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United

Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of

(a) the Federal Funds Effective Rate in effect on such day plus

1⁄2 of 1.00%,

(b) the Prime Rate in effect on such

day;

(c) Adjusted Term SOFR determined on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a

Term SOFR Loan with a one-month Interest Period plus 1.00% and

(d) 0.00%.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Benchmark” means, initially, (i) with respect to amounts denominated in Dollars, Term SOFR, (ii) with

respect to amounts denominated in Pounds Sterling, SONIA and (iii) with respect to any amounts denominated in EURO, EURIBO Rate; provided that if a replacement of an initial or subsequent Benchmark has occurred pursuant to

Section 3.03(f), then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include,

as applicable, the published component used in the calculation thereof.

“Benchmark Replacement” means, for any

Available Tenor, for purposes of clause (f) of Section 3.03, the first alternative set forth below that can be determined by the Administrative Agent:

(1) solely if the relevant Benchmark is Term SOFR, the sum of: (i) Daily Simple SOFR

and (ii) 0.26161% (26.161 basis points); or

(2) the sum of (a) the alternate benchmark rate and (b) an adjustment (which

may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing

market convention, including any applicable recommendations made by the Relevant Governmental Body, for syndicated credit facilities at such time denominated in the applicable currency in the U.S. syndicated loan market;

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor,

the Benchmark Replacement will be deemed to be equal to the Floor for the purposes of this Agreement and the other Loan Documents.

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

technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “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, the applicability and length of lookback periods, the applicability of breakage provisions, the formula for calculating any

successor rates identified pursuant to the definition of “Benchmark Replacement”, the formula, methodology or convention for applying the successor Floor to the successor Benchmark Replacement and other technical, administrative or

operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof or of any Benchmark 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 or Benchmark Replacement 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 Transition Event” means, with respect to any then-current Benchmark, the occurrence of

one or more of the following events: a public statement or publication of information by or on behalf of the administrator of any then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of

the Federal Reserve System, the Federal Reserve Bank of New York, the central bank for the currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with

jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease

on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of

such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative and that representativeness will not be restored.

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

Ownership Regulation.

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

“Benefit Plan” means any of

(a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I

of ERISA,

(b) a “plan” as defined in and subject to Section 4975 of the Code or

(c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or

Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act

Affiliate” has the meaning specified in Section 11.25(b).

“Borrower Equity

Contribution” means a contribution by Holdings to the capital of the Initial Borrower in an amount not less than $1,250,000,000.

“Borrower Materials” has the meaning specified in Section 7.02.

“Borrowers” means the Initial Borrower and each Additional Borrower (and each, a

“Borrower”).

“Borrowing” means each of a Term Loan Borrowing, a Revolving

Credit Borrowing or a Swingline Borrowing, as the context may require.

“Business Companies Act” means

the BVI Business Companies Act 2004, as amended.

“Business Day” means

(a) any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact

closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurocurrency Rate Loan, on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurocurrency market

and

(b) (i) when such term is used for the purposes of determining the date on which the Eurocurrency Rate is determined for any Term

Loan denominated in Euros or Pounds Sterling for any Interest Period therefor and for purposes of determining the first and last day of any Interest Period, a Target Operating Day or a day of the year on which banks are not required or authorized to

close in New York; and

(ii) for notices, determinations, fundings and payments in connection with any Term Loan

denominated in Euros, a Target Operating Day or a day of the year on which banks are not required or authorized to close in New York;

(c)

if such day relates to any interest rate settings as to a RFR Loan, any fundings, disbursements, settlements and payments in respect of any such RFR Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such RFR

Loan, means a day that is an RFR Business Day; and

(d) if such day relates to any interest rate settings as to a Term SOFR Loan, any

fundings, disbursements, settlements and payments in respect of any such Term SOFR Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Term SOFR Loan, means a day that is a “U.S. Government

Securities Business Day”.

“BVI Debenture” means the BVI Debenture, dated as of the Closing

Date, executed by Holdings and the Administrative Agent for the benefit of the holders of the Obligations, as may be further amended or modified from time to time in accordance with the terms hereof.

“Canadian Defined Benefit Pension Plan” means a Canadian Pension Plan that contains a “defined benefit

provision” as that term is defined in subsection 147.1(1) of the Income Tax Act (Canada), other than a multi-employer Canadian Pension Plan.

“Canadian IP Security Agreement” means each Canadian Patent Security Agreement, Canadian Trademark Security

Agreement and Canadian Copyright Security Agreement to be executed and delivered by a Loan Party, substantially in the form of Exhibits A, B and C to the Canadian Pledge and Security Agreement, respectively,

or such other form approved by the Administrative Agent.

“Canadian Loan Parties” means any Loan Party (as

defined herein) incorporated or otherwise organized under the laws of Canada or any province or territory thereof.

“Canadian

Pension Plan” means a “registered pension plan”, as that term is defined in subsection 248(1) of the Income Tax Act (Canada), which is sponsored, administered or contributed to, or required to be contributed to by, any

primary obligor or under which any primary obligor has any liability.

“Canadian Pledge and Security Agreement”

means the Canadian Pledge and Security Agreement, dated as of the Closing Date, executed by each of the Canadian Loan Parties and the Administrative Agent for the benefit of the holders of the Obligations, as may be further amended or modified from

time to time in accordance with the terms hereof.

“Canadian Subsidiary” means any Restricted Subsidiary that is

organized under the laws of Canada or any political subdivision thereof.

“Capital Expenditures” means, for any

period, with respect to any Person, without duplication

(a) the net additions to property, plant and equipment and other capital

expenditures of such Person and its consolidated subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of such Person for such period prepared in accordance with GAAP and

(b) capital lease obligations incurred by such Person and its consolidated subsidiaries during such period.

“Captive Insurance Subsidiary” means a Subsidiary established by Holdings, Borrower or any of their particular

Subsidiaries for the sole purpose of insuring the business, facilities and/or employees of Holdings and/or any Subsidiary of Holdings.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means any of the following types of Investments, to the extent owned by Holdings or any

Restricted Subsidiary free and clear of all Liens:

(a) (i) readily marketable obligations issued or directly and fully guaranteed or

insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America

is pledged in support thereof;

(ii) securities issued by any state or municipality within the United States

of America (or, in the case of securities arising from student loans, approved by any such state or municipality) that are rated “A-2” or better by S&P or

“P-2” or better by Moody’s or the equivalent rating from any other nationally recognized rating agency; and

(iii) securities issued or fully guaranteed or insured by any Approved Member State, or an agency or instrumentality thereof

(provided, that the full faith and credit of the applicable Approved Member State is pledged in support of those securities) and having maturities of not more than one year;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that

(i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District

of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System,

(ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this

definition and

(iii) has combined capital and surplus of at least $250,000,000, in each case with maturities of not more

than one year from the date of acquisition thereof;

the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than

270 days from the date of acquisition thereof;

(d) solely with respect to any Captive Insurance Subsidiary, any investment that a Captive

Insurance Subsidiary is not prohibited to make in accordance with applicable law; and

(e) Investments classified in accordance with GAAP

as Current Assets of Holdings or any Restricted Subsidiary, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either

Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition.

“Change of Control” means, an event or series of events by which:

(a) a “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,

but excluding (x) any employee benefit plan of such Person or its subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (y) Martin E. Franklin and/or his

Affiliates) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended, except that a person or group shall be deemed to have “beneficial ownership” of all

securities that such person or group has the fully vested right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 50% of

the equity securities of Holdings entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully-diluted basis (and taking into account all such securities that such person or group has the right to

acquire pursuant to any option right);

(b) any Borrower (other than Holdings, if a Borrower) shall cease to be a Wholly-Owned

Restricted Subsidiary or if any Subsidiary of Holdings that directly or indirectly owns any portion of the Equity Interests of any Borrower shall cease to be a Guarantor;

(c) APi shall cease to be a Wholly-Owned Restricted Subsidiary unless all Equity Interests not owned directly or indirectly by Holdings are

owned by passive holding companies; or

(d) any change of control (or similar event, however denominated) with respect to Holdings or any

Restricted Subsidiary shall occur under any indenture or agreement to which Holdings or any Restricted Subsidiary is a party, the effect of which is to cause Indebtedness having an aggregate principal amount (including undrawn committed or available

amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) in excess of the Threshold Amount after taking into account any amount paid or payable under Section 2.05(b) to (i) be

demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise) prior to its stated maturity date, or (ii) become subject to the requirement that Holdings or any Restricted Subsidiary make an offer to

repurchase, prepay, defease or redeem such Indebtedness prior to its stated maturity date.

“Chubb Acquisition

Agreement” means the Stock Purchase Agreement, dated July 26, 2021, among Holdings, as the purchaser, Carrier Global Corporation, Chubb Limited and Carrier Investments UK Limited, as amended or modified by the parties thereto from

time to time.

“Chubb Group Acquisition” means the acquisition of Chubb Limited and its subsidiaries by Holdings

from Carrier Investments UK Limited pursuant to the Chubb Acquisition Agreement.

“Chubb UK Plans” means the

Chubb Security Pension Fund and the Chubb Pension Plan.

“Class”, when used in reference to any Loan or

Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans or Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment or Term Loan

Commitment.

“Closing Date” means October 1, 2019.

“Code” means the Internal Revenue Code of 1986, as amended from time to time (unless as specifically provided

otherwise).

“Collateral” means all of the “Collateral” or “Pledged

Collateral” referred to in the Collateral Documents, the Mortgaged Property and all of the other property and assets that are or are intended under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral

Agent for the benefit of the Secured Parties.

“Collateral Agent” has the meaning specified in the preamble

hereto.

“Collateral Documents” means, collectively, the Pledge and Security Agreement, the Canadian Pledge and

Security Agreements, the BVI Debenture, the Mortgages, the Intellectual Property Security Agreements, the Canadian IP Security Agreements, or other similar agreements delivered to the Collateral Agent and the Lenders pursuant to

Section 7.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of any Secured Party.

“Commitment” means, with respect to any Lender, such

Lender’s Revolving Credit Commitment and Term Loan Commitment.

“Commitment Fee” has the meaning specified

in Section 2.09(a).

“Committed Loan Notice” means a notice of (a) a Borrowing,

(b) a conversion of Loans from one Type to the other, or (c) a continuation of Term SOFR Loans or Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of

Exhibit B or such other form approved by the Administrative Agent.

“Committed

Warrant Exchange and Rollover” means

(i) the exercise of certain warrants of the Warrant Exchange Parties

(as defined in the APi Acquisition Agreement) in exchange for at least $119,500,000 in cash proceeds and

(ii) the exchange of the

Aggregate Share Consideration (as defined in the APi Acquisition Agreement) in accordance with the APi Acquisition Agreement for all the equity interests in APi of the Continuing Shareholders (as defined in the APi Acquisition Agreement).

“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.

“Compliance Certificate” means a certificate substantially in the form of

Exhibit C or such other form approved by the Administrative Agent and acceptable to Holdings.

“Consolidated

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

(a) without duplication and to the

extent deducted in determining such Consolidated Net Income, the sum of

(i) Consolidated Interest Charges for such period,

(ii) consolidated income tax expense for such period (including any franchise taxes imposed in lieu of income taxes and

any income taxes that would be payable if the entity were to become a taxable entity for purposes of federal, state or local income taxes),

(iii) all amounts attributable to depreciation and amortization for such period (including those related to any Receivables

Facility),

(iv) any non-cash charges, expenses or losses (including, but not limited to, non-cash rent expense, impairment

of goodwill or other intangible assets and exchange rate losses) of Holdings or any Restricted Subsidiary for such period (excluding any such charge, expense or loss incurred that constitutes an accrual of or a reserve for cash charges for any

future period or an amortization of a prepaid cash expense paid in a prior period or writeoff or writedown of reserves with respect to current assets); provided, however, that cash payments made in such period or in any

future period in respect of such non-cash items (excluding any non-cash items to the extent representing an accrual for a future cash expenditure) shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in the period when

such payments are made,

(v) any extraordinary, unusual, or non-recurring cash charges or expenses

for such period (including business optimization expenses, restructuring charges, integration, acquisition and disposition (or potential acquisition or disposition) related costs (whether incurred prior to, or after, the consummation of any such

acquisition)) and severance, retention bonuses, separation payments or other similar one time compensation payments made to employees of Holdings or any Restricted Subsidiary or made in connection with a Permitted Acquisition,

(vi) deferred compensation, stock-option or employee benefits-based and other equity-based compensation expenses for such

period,

(vii) transaction fees and expenses in connection with the Transactions for such period,

(viii) transaction fees, costs and expenses during such period in connection with any investment (including any Permitted

Acquisition), Disposition, recapitalization or issuance of Equity Interests and incurrence of Indebtedness or similar transactions, in each case, to the extent permitted under this Agreement and whether or not such investment, Disposition,

recapitalization, issuance of Equity Interests or Indebtedness or acquisition shall have been consummated,

(ix) losses or

price adjustments to the extent reimbursable by third parties in connection with any Permitted Acquisition, as determined in good faith by Holdings, for such period; provided, however, that if the Administrative Agent,

acting reasonably, determines in such period or the immediately succeeding period that such losses or price adjustments, or any portion thereof (which, in each case, were included in Consolidated EBITDA in such period or such immediately preceding

period pursuant to this clause (ix)), are no longer reimbursable or are not likely to be reimbursed, then such losses, or any portion thereof, shall be subtracted from Consolidated Net Income in calculating Consolidated EBITDA in each

such applicable period,

(x) unrealized losses in respect of Obligations under Swap Contracts during such period,

(xi) any loss or expense during such period from a disposition or discontinued operations or any loss or expense incurred in

connection with the disposal of a business or product line, whether or not treated as discontinued operations in accordance with GAAP (or if not in accordance with GAAP as otherwise reasonably acceptable to the Administrative Agent) and whether or

not such disposition or discontinuance shall have been consummated or completed,

(xii) fees paid during such period in

accordance with the Advisory Agreement as in effect on the Closing Date,

(xiii) non-cash charges or amounts recorded in

connection with purchase accounting for such period (including any applicable to future Permitted Acquisitions),

(xiv)

non-cash purchase accounting adjustments during such period relating to the writedown of deferred revenue (whether billed or unbilled) that are the result of accounting for any acquisition,

(xv) fees, costs and expenses incurred under this Agreement for such period,

(xvi) the cumulative effect of a change in accounting principles for such period and to the extent permitted by

Section 1.03(b),

(xvii) expenses during such period in connection with the settlement of any

litigation or claim involving Holdings or any Restricted Subsidiary,

(xviii) debt discount and debt issuance costs, fees,

charges, commissions or other related or similar costs during such period, in each case incurred in connection with Indebtedness permitted to be incurred hereunder (whether or not such Indebtedness has been incurred),

(xix) the amount of net cost savings, operating expense reductions, other operating improvements or initiatives and acquisition

synergies projected by the Borrowers in good faith to be realized during such period (calculated on a Pro Forma Basis as though such items had been realized on the first day of such period) as a result of actions taken or to be taken in connection

with any established cost reduction program, restructuring, acquisition, operation change, initiative or disposition by Holdings or any Restricted Subsidiary, net of the amount of actual benefits realized during such period that are otherwise

included in the calculation of Consolidated EBITDA from such actions, provided that

(A) a duly completed

certificate signed by a Responsible Officer of the Borrowers shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to Section 7.02(a), certifying that

(x) such cost savings, operating expense reductions and synergies are reasonably expected and factually supportable as

determined in good faith by Holdings, and

(y) such actions are to be taken within 24 months after the consummation

or initiation, as the case may be, of the relevant action, which is expected to result in such cost savings, expense reductions or synergies,

(B) no cost savings, operating expense reductions and synergies shall be added pursuant to this clause

(xix) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period,

clause (xix) to the extent occurring more than eight full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions and synergies and

(D) the aggregate amount of add backs made pursuant to this clause (xix) shall not exceed an amount equal to

20% of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (xix)),

(xx) the amount of any expense related to minority interests,

(xxi) any loss resulting from the payment of earn-out obligations, and

(xxii) any non-cash expenses or charges recorded in accordance with GAAP relating to currency valuation of foreign denominated

debt, and any non-cash expenses or charges recorded in accordance with GAAP relating to equity interests issued to non-employees in exchange for services provided in connection with any acquisition or business arrangement (in each case, including

any such transaction undertaken but not completed) minus

(b) without duplication

(i) to the extent included in determining such Consolidated Net Income, any extraordinary, unusual, or non-recurring gains or

income and all non-cash items of income or gains for such period, all determined on a consolidated basis in accordance with GAAP,

(ii) unrealized gains in respect of Obligations under Swap Contracts and

(iii) any gains resulting from the payment of earn-out obligations;

provided that solely for purposes of calculating the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net

Leverage Ratio and the Fixed Charge Coverage Ratio for any period

(A) the Consolidated EBITDA of any Acquired Entity

acquired by Holdings or any Restricted Subsidiary pursuant to a Permitted Acquisition during such period shall be included on a Pro Forma Basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any

Indebtedness in connection therewith occurred as of the first day of such period) and

(B) the Consolidated EBITDA of any Person or line

of business sold or otherwise disposed of by Holdings or any Restricted Subsidiary during such period shall be excluded for such period (assuming the consummation of such sale or other disposition and the repayment of any Indebtedness in connection

therewith occurred as of the first day of such period).

“Consolidated First Lien Indebtedness” means

Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of Holdings or any Restricted Subsidiary.

“Consolidated Indebtedness” means, at any time, the aggregate amount of Indebtedness of Holdings and the Restricted

Subsidiaries outstanding at such time, in the amount that would be reflected on a balance sheet prepared at such time on a consolidated basis in accordance with GAAP.

“Consolidated Interest Charges” means, for any period, the sum of, without duplication,

(a) the interest expense (including imputed interest expense in respect of capital lease obligations and Synthetic Lease Obligations) of

Holdings and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (including, for the avoidance of doubt,

(i) any amounts of premium or penalty payable in connection with the payment of make-whole amounts or other prepayment premiums

payable in connection with any Indebtedness of Holdings or any Restricted Subsidiary, and

(ii) all commissions, discounts

and other fees and charges owed in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP) plus

(b) any interest accrued during such period in respect of Indebtedness of Holdings or any Restricted Subsidiary that is required to be

capitalized rather than included in consolidated interest expense for such period in accordance with GAAP and minus

recorded by Holdings pursuant to GAAP. For purposes of the foregoing, interest expense shall be determined after giving effect to any net payments made or received by Holdings or any Restricted Subsidiary with respect to interest rate Swap

Contracts.

“Consolidated Net Income” means, for any period, for Holdings and the Restricted Subsidiaries on a

consolidated basis, the net income (including, without duplication, interest income but excluding extraordinary gains and extraordinary losses, including such extraordinary items set forth in the definition of Consolidated EBITDA) of Holdings and

the Restricted Subsidiaries for such period determined before any reduction in respect of preferred stock dividends; provided that there shall be excluded

(a) the income or loss of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with

Holdings or any Restricted Subsidiary or the date that such Person’s assets are acquired by Holdings or any Restricted Subsidiary; provided, however, that such income or loss of such Person shall be included for

such period to the extent Consolidated Net Income and Consolidated EBITDA are being calculated on a Pro Forma Basis in accordance with this Agreement,

(b) the income of any Person (other than a Restricted Subsidiary) in which any other Person (other than a Wholly-Owned Restricted Subsidiary

or any director holding qualifying shares in accordance with applicable law) has an interest, except to the extent of the amount of dividends or other distributions actually paid to a Wholly-Owned Restricted Subsidiary by such Person during such

period, and

(c) any net unrealized gain or loss (after any offset) resulting in such period from obligations in respect of Swap Contracts

or other derivative instruments and the application of Statement of Financial Accounting Standards No. 133.

For the avoidance of

doubt, cash amounts used by Holdings or its Subsidiaries to make purchases of debt (including, without limitation, purchases of Term Loans) shall not reduce Consolidated Net Income, nor will any non-cash gain associated with the cancellation of such

purchased debt increase Consolidated Net Income.

“Consolidated Senior Secured Debt” means, as at any date of

determination, the aggregate principal amount of Consolidated Indebtedness outstanding on such date that is secured by a Lien (other than Permitted Liens) on assets of Holdings or any Restricted Subsidiary.

“Consolidated Total Assets” means, as of any date, the total assets of Holdings and the Restricted Subsidiaries,

determined in accordance with GAAP, as set forth on the consolidated balance sheet of Holdings as of such date.

“Contractual

Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Contribution Notice” means a contribution notice issued by the UK Pensions Regulator under section 38 or section 47 of the UK

Pensions Act 2004.

“Covered Entity” has the meaning specified in Section 11.25(b).

“Covered Party” has the meaning specified in Section 11.25(a).

“Credit Agreement Refinancing Indebtedness” means

(a) Permitted Equal Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt or (c) Permitted Unsecured Refinancing Debt; provided that, in each case, such Indebtedness is incurred to refinance, in whole

or in part, existing Term Loans (“Refinanced Debt”); provided, further, that

(i) the final maturity date of any such Indebtedness, (x) in the case of any Permitted Equal Priority Refinancing Debt,

shall be no earlier than the maturity date of the Refinanced Debt and (y) in the case of any Permitted Junior Priority Refinancing Debt and/or any Permitted Unsecured Refinancing Debt, shall be at least 91 days beyond the final maturity date

for the Refinanced Debt,

(ii) the weighted average life to maturity of any such Indebtedness shall be no shorter than the

weighted average life to maturity of the Refinanced Debt,

(iii) the borrower under such Indebtedness shall be a borrower

under the Refinanced Debt and there shall be no obligors in respect of any such Indebtedness that are not Loan Parties and, to the extent such obligors are organized in jurisdictions other than the United States or Canada, the holders of such

Indebtedness (or their representative) and the Administrative Agent and/or Collateral Agent shall become parties to a Customary European Intercreditor Agreement,

(iv) the covenants, events of default and other terms and conditions of such Indebtedness (excluding, for the avoidance of

doubt, interest rates, margins and floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms) are, when taken as a whole, substantially identical in all material respects to, or less favorable to the

persons providing any such Indebtedness than, those applicable to the Refinanced Debt (other than covenants, events of default and other terms and conditions applicable only to periods after the Latest Maturity Date or added for the benefit of the

Secured Parties hereunder),

(v) except to the extent otherwise permitted under this Agreement (subject to a

dollar-for-dollar usage of any other basket set forth in Section 8.02, if applicable), such Indebtedness shall not have a greater principal amount (or shall not have a greater accreted value, if applicable) than the principal

amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and fees and expenses associated with the refinancing and

(vi) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued

interest, fees and premiums (if any) in connection therewith which shall also be paid, substantially concurrently with the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained (but excluding any non-material fees,

charges, expenses or reimbursements, which may be paid when due prior to or after such date), in each case, in accordance with this Agreement.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cure Amount” shall have the meaning assigned to such term in Section 8.10(b).

“Cure Right” shall have the meaning assigned to such term in Section 8.10(b).

“Current Assets” means, at any time, the consolidated current

assets (other than (i) cash and Cash Equivalents and (ii) the current portion of current and deferred Taxes) of Holdings and the Restricted Subsidiaries in accordance with GAAP.

“Current Liabilities” means, at any time, the consolidated current liabilities of Holdings and the Restricted

Subsidiaries at such time in accordance with GAAP, but excluding, without duplication, (a) the current portion of any long-term Indebtedness and any accrued interest thereon (other than interest expense

that is past due and unpaid), (b) outstanding Revolving Credit Loans and any accrued interest thereon (other than interest expense that is past due and unpaid) and (c) the current portion of current and deferred Taxes.

“Customary European Intercreditor Agreement” means a Customary Intercreditor Agreement (which may relate to secured

or unsecured debt) that contains customary “European-style” intercreditor provisions, including the Unsecured Intercreditor Agreement.

“Customary Intercreditor Agreement” means

(a) in connection with the incurrence of Indebtedness intended to be secured by Liens (other than Permitted Liens) on the Collateral ranking

equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies), at the option of Holdings and the Administrative Agent acting together in good faith, a customary intercreditor agreement, in

form and substance reasonably acceptable to the Administrative Agent and Holdings, which agreement shall, to the extent possible under applicable laws, provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority

to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies) and

(b) in connection with the

incurrence of Indebtedness secured by Liens (other than Permitted Liens) on the Collateral ranking junior to the Liens on the Collateral securing the Obligations, at the option of Holdings and the Administrative Agent acting together in good faith,

a customary intercreditor agreement, in form and substance reasonably acceptable to the Administrative Agent and the Borrowers, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Liens

on the Collateral securing the Obligations;

provided, to the extent a Loan Party that is not organized in the United States or Canada is an

obligor with respect to Indebtedness subject to such Customary Intercreditor Agreement, such Customary Intercreditor Agreement shall be a Customary European Intercreditor Agreement.

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

any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Sterling, the greater of (i) SONIA for the day (such day “Day i”) that is 5 RFR Business Days prior to (A) if

such RFR Rate Day is an RFR Business Day, such RFR Rate Day or (B) if such RFR Rate Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Rate Day, in each case, as such SONIA is published by the SONIA

Administrator on the SONIA Administrator’s Website, plus the SONIA Adjustment and (ii) zero. If by 5:00 pm (local time for the applicable RFR) on the second (2nd) RFR Business Day immediately following any Day i, the RFR in

respect of such Day i has not been published on the applicable RFR Administrator’s Website and a Benchmark Transition Event with respect to the applicable Daily Simple RFR has not occurred, then the RFR for such Day i will be the

RFR as published in respect of the first preceding RFR Business Day for which such RFR was published on the RFR Administrator’s Website; provided that any RFR determined pursuant to this sentence shall be utilized for purposes of calculation

of Daily Simple RFR for no more than three (3) consecutive RFR Rate Days.

Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Borrower.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback)

being established by the Administrative Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the

Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship,

bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States, Canada or other applicable jurisdictions from time to time in effect and

affecting the rights of creditors generally (including, without limitation, in the case of Canada only the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and the provisions of any

applicable corporations legislation pursuant to which proceedings seeking a compromise or arrangement of, or stay of proceedings to enforce, some or all of the debts of any Person subject to such legislation may be instituted).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice,

the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to

(a) the Base Rate plus

(b) the Applicable Rate applicable to Base Rate Loans plus

provided, however, that with respect to a Term SOFR Loan or a Eurocurrency Rate Loan, the Default Rate shall be an interest rate

equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case to the fullest extent permitted by applicable Laws.

“Default Right” has the meaning specified in Section 11.25(b).

“Defaulting Lender” means, subject to Section 2.15(b), any Lender that

(a) has failed to

(i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder

unless such Lender notifies the Administrative Agent and Holdings in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent,

together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or

(ii)

pay to the Administrative Agent, any Swingline Lender, any L/C

Issuer or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due,

(b) has notified Holdings, the Administrative Agent, any Swingline Lender or any L/C Issuer in writing that it does not

intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based

on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied),

failed, within three Business Days after written request by the Administrative Agent or Holdings, to confirm in writing to the Administrative Agent and Holdings that it will comply with its prospective funding obligations hereunder

(provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and Holdings), or

(d) has, or has a direct or indirect parent company that has,

(i) become the subject of a proceeding under any Debtor Relief Law or any applicable bankruptcy law,

(ii) had appointed for it a receiver, receiver and manager, interim receiver, manager, monitor, custodian, conservator,

trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory

authority acting in such a capacity or

(iii) become the subject of a Bail-in Action;

provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender

or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or Canada or from the

enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through

(d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) upon delivery of written notice of such determination to

Holdings, each L/C Issuer and each Lender.

“Defaulting Revolving Credit Lender” shall have the meaning assigned

to such term in Section 2.15(a)(iv)(C).

“Designated Pari Passu Facility” means ordinary

course local lines of credit, letters of credit and letter of credit facilities, bank guarantees and bank guarantee facilities, working capital lines and similar extensions of credit of or to Foreign Subsidiaries designated pursuant to a Designated

Pari Passu Facility Notice not in excess of the relevant Designated Pari Passu Facility Cap. The Designated Pari Passu Facility Cap for any Designated Pari Passu Facility shall not exceed the amount of Indebtedness the Borrower would be permitted to

incur pursuant to Section 2.14(a)(x) or clause (i)(D)(x)(1) of Section 8.02(p) at the time of such designation (or update) and shall reduce the amount of Indebtedness permitted pursuant to such

clauses on a dollar for dollar basis for so long as such Designated Pari Passu Facility Cap remains in effect for such Designated Pari Passu Facility. For the avoidance of doubt, the Borrower and the relevant Lender Counterparty shall be permitted

to terminate any Designated Pari Passu Facility pursuant to an updated Designated Pari Passu Facility Notice.

“Designated Pari Passu Facility Cap” means the aggregate principal

amount of any Designated Pari Passu Facility or the aggregate amount of credit available under such Designated Pari Passu Facility (or the combination thereof), which shall not to exceed the amount set forth in the relevant Designated Pari Passu

Facility Notice (which may be adjusted from time to time pursuant to an update to such Designated Pari Passu Facility Notice).

“Designated Pari Passu Facility Notice” means a notice substantially in the form of Exhibit I

delivered by the Borrower and the relevant Designated Pari Passu Facility Provider in connection with the designation of a Designated Pari Passu Facility and the Designated Pari Passu Facility Cap applicable to such Designated Pari Passu Facility.

“Designated Pari Passu Facility Provider” means any Person that is a counterparty to a Designated Pari Passu

Facility.

“Designation Date” has the meaning set forth in Section 2.16(e).

“Disclosed Litigation” has the meaning set forth in Section 6.06.

“Disposition”, “Dispose” or “Disposed” means the sale, transfer,

license, lease or other disposition (including any sale and leaseback transaction) of any property by any 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.

“Disqualified Institution” shall mean,

(a) any Person agreed by Holdings and the Administrative Agent to be a “Disqualified Institution” on or prior to September 2,

2019,

(b) any Person that is a competitor of Holdings or any of its Subsidiaries, which Person has been designated by Holdings as a

“Disqualified Institution” after the Closing Date by written notice to the Administrative Agent not less than five Business Days prior to the effective date of such designation and

writing to the Administrative Agent from time to time (not less than five Business Days prior to the effective date of such Person’s designation as a “Disqualified Institution”) or that is readily identifiable solely on the basis

of the similarity of such Affiliate’s name (other than, in the case of an Affiliate of any “competitor”, any Person or investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans,

bonds and similar extensions of credit in the ordinary course of business which is managed, sponsored or advised by a Person controlling, controlled by or under common control with such competitor and for which no personnel involved with the

management of such competitor

(i) makes any investment decisions or

(ii) has access to any information (other than information that is publicly available) relating to the Loan Parties or any

entity that forms a part of the Loan Parties’ business (including their Subsidiaries));

provided that

(x) “Disqualified Institutions” shall exclude any Person that Holdings has designated as no longer being a “Disqualified

Institution” by written notice delivered to the Administrative Agent from time to time and

(y) the identification of any Person as

a Disqualified Institution after the Trade Date shall not apply to retroactively disqualify any Person that has previously acquired an assignment or participation interest in the Loans if such Person was not a Disqualified Institution on the Trade

Date.

“Disqualified Stock” means, with respect to any Person, any Equity Interest that, by its terms (or by the

terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Equity Interest), or upon the happening of any event (other than (i) any event solely within the control of the

issuer thereof, (ii) a change of control or (iii) the common stock or other capital stock of Holdings ceasing to be listed for trading on a national securities exchange or ceasing to be traded in contemplation thereof), matures or is

mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the Latest Maturity Date;

provided, however, that

(a) only the portion of the Equity Interest that so mature or are mandatorily

redeemable, are so convertible or exchangeable, so accrue dividends, or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock;

(b) if such Equity Interests are issued to any employee or to any plan for the benefit of employees of Holdings or any Restricted Subsidiary

or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by Holdings in order to satisfy applicable statutory or regulatory obligations or as a result

of such employee’s termination, death or disability; and

authorizes such person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock.

Notwithstanding the preceding sentence, any Equity Interest that would constitute Disqualified Stock solely because the holders of the Equity Interest have

the right to require Holdings to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Equity Interest provide that Holdings may not repurchase or

redeem any such Equity Interest pursuant to such provisions unless such repurchase or redemption complies with Section 8.05.

“Distribution Amount” has the meaning set forth in Section 8.05(a).

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, on the applicable Valuation Date, (a) with respect to any amount denominated in

Dollars, such amount and (b) with respect to any amount denominated in an Alternative Currency, the equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.08 using the applicable

Exchange Rate with respect to such Alternative Currency at the time in effect on the Valuation Date under the provisions of such Section 1.08.

“Dutch Auction” means an auction conducted by Holdings or any

Restricted Subsidiary in order to purchase Term Loans of any Tranche in accordance with the procedures as may be agreed to between the Administrative Agent and Holdings.

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

Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial

institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public

administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” has the meaning set forth in Section 11.06(g).

“EMU” means Economic and Monetary Union as contemplated in the Treaty on European Union.

“EMU Legislation” means the legislative measures of the European Union for the introduction of, changeover to or

operation of the Euro in one or more member states, being in part legislative measures to implement EMU.

“Environmental

Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive, by any Governmental Authority or any other Person, arising (i) pursuant to or in

connection with any actual or alleged violation of any Environmental Law, (ii) in connection with any Environmental Liability, or (iii) in connection with any actual or alleged damage, injury, threat or harm to natural resources or the

environment.

“Environmental Laws” means any and all Laws, judgments, orders, decrees, permits, concessions,

grants, franchises, agreements or governmental restrictions relating to pollution, the protection of human health or the environment, or the Release of any Hazardous Materials into the environment, including those related to hazardous materials,

substances or wastes (including the exposure thereto), air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability (including any liability for damages, costs of environmental

remediation, fines, penalties or indemnities) of any Loan Party or any Restricted Subsidiary directly or indirectly resulting from or based upon

(a) any non-compliance with, or liability pursuant to, any Environmental Law,

(b) the generation, use, handling, transportation, storage, treatment, disposal or presence of any Hazardous Materials,

(d) the Release or threatened Release of any Hazardous Materials or

(e) any contract, agreement or other consensual arrangement pursuant to which liability is

assumed, retained or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit,

approval, registration, identification number, license or other authorization required under any Environmental Law.

“Equity

Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person

of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights

or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein),

whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

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

thereto, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business

(whether or not incorporated) which, together with any Borrower is treated as a single employer under Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412

of the Code or Section 302 of ERISA) or Section 4001 of ERISA.

“ERISA Event” means

(a) a Reportable Event with respect to a Pension Plan;

(b) a withdrawal by any Borrower or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial

employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA;

(c) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer

Plan is in “insolvency” (within the meaning of Section 4245 of ERISA), or “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA);

(d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of

ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan;

(e) an event or condition which

constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan;

(f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of

ERISA, upon any Borrower or any ERISA Affiliate;

(g) the failure to meet the minimum funding standard of Section 412 or 430 of the

Code or Section 302 or 303 of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) or the failure to make by its due date a required installment under

Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan;

(h) a determination that any Pension Plan is, or is expected to be in “at-risk”

status (as defined in Section 303(i) of ERISA or Section 430(i) of the Code);

(i) the assertion of a material claim (other than

routine individual claims for benefits) against any Plan other than a Multiemployer Plan or the assets thereof, or against any Loan Party or any of their respective ERISA Affiliates in connection with any Plan;

(j) receipt from the IRS of notice of the failure of any Pension Plan (or any other Plan intended to be qualified under Section 401(a) of

the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code;

(k) any other event or condition with respect to any Plan that would reasonably be expected to result in material liability of the Loan

Parties, taken as a whole; or

(l) the conditions for the imposition of a Lien under Section 430(k) of the Code or

Section 303(k) of ERISA are met with respect to any Pension Plan.

“Erroneous Payment” has the meaning

assigned to it in Section 10.14(a).

“Erroneous Payment Deficiency Assignment” has the

meaning assigned to it in Section 10.14(d).

“Erroneous Payment Impacted Class” has the meaning

assigned to it in Section 10.14(d).

“Erroneous Payment Return Deficiency” has the meaning

assigned to it in Section 10.14(d).

“Erroneous Payment Subrogation Rights” has the meaning

assigned to it in Section 10.14(d).

“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.

“European Loan Party” means each UK Loan Party and each other Loan Party whose jurisdiction of incorporation or

organization is in a member state of the European Union.

“EURIBO Rate” has the meaning assigned to such term in

the definition of “Eurocurrency Rate”.

“Euro” or “€” shall mean the

single currency of the European Union as constituted by the Treaty on European Union and as referred to in the EMU Legislation

“Eurocurrency Liabilities” has the meaning specified in Section 3.04(c).

“Eurocurrency Rate” means for any Interest Period,

(a) [reserved]

(b) as to any Eurocurrency Rate Loan denominated in Euros,

(i) the rate per annum determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters

Screen which displays the European interbank offered rate administered by the Banking Federation of the European Union (such page currently being the EURIBOR01) (the “EURIBO Rate”) for deposits (for delivery on the first

day of such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (Brussels, Belgium time), two Business Days prior to the commencement of such Interest Period, or

(ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page

or service shall cease to be available, the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays the EURIBO Rate for deposits (for delivery on the first day of such Interest Period)

with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period;

provided that if EURIBO Rates are quoted under either of the preceding clauses (i) or (ii), but

there is no such quotation for the Interest Period elected, the EURIBO Rate shall be equal to the Interpolated Rate; provided, further, that if any such rate determined pursuant to the

preceding clauses (i) or (ii) is below zero, the Eurocurrency Rate will be deemed to be zero and

(i) the rate per annum determined by the Administrative Agent to be the offered rate which appears on the page of the Reuters

Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (the “Alternate Currency LIBO Rate”) for deposits (for delivery on the first day of such Interest Period) with a

term equivalent to such Interest Period in such Alternative Currency, determined as of approximately 11:00 a.m. (London, England time), two Business Days prior to the commencement of such Interest Period, or

(ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page

or service shall cease to be available, the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays the Alternate Currency LIBO Rate for deposits (for delivery on the first day of such

Interest Period) with a term equivalent to such Interest Period in such Alternative Currency, determined as of approximately 11:00 a.m. (London, England time) two Business Days prior to the commencement of such Interest Period;

provided that if Alternate Currency LIBO Rates are quoted under either of the preceding clauses (i) or (ii), but there is no

such quotation for the Interest Period elected, the Alternate Currency LIBO Rate shall be equal to the Interpolated Rate; provided, further, that if any such rate determined pursuant to the preceding clauses

(i) or (ii) is below zero, the Eurocurrency Rate will be deemed to be zero.

“Eurocurrency Rate

Loan” means a Loan that bears interest at a rate based on the Adjusted Eurocurrency Rate.

“Event of

Default” has the meaning specified in Section 9.01.

“Excess Cash Flow” means, for any fiscal year of Holdings,

(a) the sum, without duplication, of

(i) Consolidated EBITDA for such fiscal year and

(ii) reductions to noncash working capital of Holdings and the Restricted Subsidiaries for such fiscal year (i.e., the

decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year) including any realized and unrealized losses relating to mark-to-market of amounts denominated in foreign currencies resulting from the

application of FASB ASC 830 (including realized and unrealized losses from exchange rate fluctuations on intercompany balances and balance sheet items, net of realized and unrealized gains from related Swap Contracts) (excluding any changes in

working capital due to the effects of purchase accounting adjustments)) minus

(b) the sum, without duplication, of

(i) the amount of any taxes paid in cash by Holdings and the Restricted Subsidiaries with respect to such fiscal year

(including any franchise taxes imposed in lieu of income taxes),

(ii) Consolidated Interest Charges with respect to such

fiscal year paid in cash,

(iii) the amount of (a) any Capital Expenditures and the cash used during such period for

investments (including any Permitted Acquisition) made by Holdings and the Restricted Subsidiaries, in each case, to the extent permitted under this Agreement (whether or not such Capital Expenditure, investment or acquisition shall have been

consummated) and that are made in cash during such fiscal year, except to the extent financed with the proceeds of Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or other proceeds that would not be included in Consolidated

EBITDA and (b) capitalized software expenses and acquisitions of intellectual property,

(iv) permanent scheduled

repayments of principal of Indebtedness, including any premium, make-whole or penalty payments paid in respect of such Indebtedness (other than Voluntary Prepayments and mandatory prepayments of the Loans under Section 2.05(b))

made in cash by Holdings and the Restricted Subsidiaries during such fiscal year, but only to the extent that the Indebtedness so prepaid by its terms cannot be reborrowed or redrawn and such prepayments do not occur in connection with a refinancing

of all or any portion of such Indebtedness,

(v) the cash amounts added back to Consolidated EBITDA during such fiscal year

pursuant to the definition of such term (excluding, for the avoidance of doubt, amounts added back to Consolidated EBITDA pursuant to clauses (a)(i) and (ii) in the definition thereof to the extent such amounts are

otherwise deducted from Excess Cash Flow pursuant to this clause (b)),

(vi) additions to noncash working

capital with respect to such fiscal year (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year) including any realized and unrealized gains relating to mark-to-market of amounts

denominated in foreign currencies resulting from the application of FASB ASC 830 (including realized and unrealized gains from exchange rate fluctuations on intercompany balances and balance sheet items, net of realized and unrealized losses from

related Swap Contracts),

(vii) cash earnout and royalty payments made during such fiscal year to

former owners of Acquired Entities that were not deducted as expenses in determining Consolidated Net Income,

(viii) the

aggregate amount of Restricted Payments made in cash during such fiscal year in accordance with Section 8.05(a),

(ix) the aggregate amount of any fees and expenses paid in cash during such fiscal year in connection with any Indebtedness

permitted to be incurred pursuant to Section 8.02 (whether or not consummated),

(x) the amount of cash

payments made in respect of pensions and other postemployment benefits paid during such fiscal year, to the extent not deducted as expenses in determining Consolidated Net Income,

(xi) cash losses from any sale or disposition outside the ordinary course of business, and

(xii) cash expenditures in respect of Swap Contracts during such period.

The working capital adjustment in clause (a)(ii) or (b)(vi) above, as applicable, shall include

(x) with respect to any Permitted Acquisition of or by a Restricted Subsidiary consummated during such fiscal year, the amount

by which the noncash working capital attributable to such Restricted Subsidiary as of the date of the consummation of such acquisition exceeds (or is less than) the noncash working capital attributable to such Restricted Subsidiary as of the end of

such fiscal year and

(y) with respect to any disposition of a Restricted Subsidiary (or disposition of all or

substantially all of the assets of a Restricted Subsidiary or a line of business of a Restricted Subsidiary) consummated during such fiscal year, the amount by which the noncash working capital attributable to such Restricted Subsidiary as of the

beginning of such fiscal year exceeds (or is less than) the noncash working capital attributable to such Restricted Subsidiary as of the date of consummation of such disposition.

“Exchange Rate” means on any day, with respect to any Alternative Currency, the rate at which such Alternative

Currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Bloomberg Key Cross-Currency Rates Page for such Alternative Currency. In the event that such rate does not appear on any

Bloomberg Key Cross-Currency Rates Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and Holdings, or, in the absence of

such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such Alternative Currency are then being

conducted, at or about 10:00 a.m. (London time) on such date for the purchase of Dollars for delivery two Business Days later; provided that, if at the time of any such determination, for any reason, no such spot rate is

being quoted, the Administrative Agent, after consultation with Holdings, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Assets” has the meaning specified in each applicable Collateral Document.

“Excluded Subsidiary” means

(i) any Immaterial Subsidiary,

(ii) any Unrestricted Subsidiary,

(iii) any Subsidiary that is organized in China, Russia, Iraq or any Sanctioned Country,

(iv) any Non-Wholly Owned Subsidiary (for so long as such Subsidiary remains a Non-Wholly Owned Subsidiary),

(v) any Subsidiary with respect to which Holdings and the Administrative Agent reasonably agree that, or that is excluded pursuant to the

Agreed Security Principles because of, (taking into account the present and future direct and indirect costs and/or burden including, without limitation, the cost of additional Taxes to the Restricted Group) the cost and/or burden of providing a

guaranty of the Obligations is excessive in relation to the benefits accruing to the Lenders,

(vi) any subsidiary listed on

Schedule 1.01(e) as of the Closing Date,

(vii) any Receivables Subsidiary,

(viii) solely in the case of any obligation under any secured hedging agreement that constitutes a “swap” within the meaning of

section 1(a)(47) of the Commodity Exchange Act, any subsidiary that is not an “Eligible Contract Participant” as defined under the Commodity Exchange Act (after giving effect to the “keepwell provisions”), and

(ix) A.P.I. Inc., a Minnesota corporation, and its Subsidiaries, for so long as such Persons are prohibited from granting a security interest

in their assets pursuant to the Security Agreement, dated as of February 5, 2007, by and between A.P.I. Inc. and Robert D. Brownson, trustee of the A.P.I. Inc. Asbestos Settlement Trust, as may be amended or modified from time to time (the

“A.P.I. Security Agreement”);

provided that no Subsidiary of Holdings that is a direct or indirect parent of any

Borrower shall be an Excluded Subsidiary.

“Excluded Swap Obligation” means, with respect to any

Guarantor,

(a) as it relates to all or a portion of the Guarantee of such Guarantor, any Swap Obligation if, and to the extent that, such

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 Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor becomes effective with

respect to such Swap Obligation or

(b) as it relates to all or a portion of the grant by such Guarantor of a security interest, any Swap

Obligation if, and to the extent that, such Swap Obligation (or such security interest in respect 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 Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at

the time the security interest of such Guarantor becomes effective with respect to such Swap Obligation.

If a Swap Obligation arises under a master agreement governing more than one swap, such

exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal. “Existing Credit Agreement” means the Second Amended and

Restated Credit Agreement, dated as of January 30, 2018, by and among APi as borrower, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent, as amended, restated, amended and restated,

supplemented or otherwise modified from time to time prior to the Closing Date.

“Existing Credit Agreement

Refinancing” means the repayment in full of the Indebtedness of APi and its Subsidiaries under the Existing Credit Agreement and the termination and release of all commitments, security interests and guarantees in connection therewith.

“Existing Letters of Credit” means the letters of credit set forth on Schedule 1.01(a) hereto.

“Existing Loans” has the meaning specified in Section 2.16(a).

“Existing Revolving Credit Commitments” has the meaning specified in Section 2.16(a).

“Existing Revolving Loans” has the meaning specified in Section 2.16(a).

“Existing Revolving Tranche” has the meaning specified in Section 2.16(a).

“Existing Term Loan Tranche” has the meaning specified in Section 2.16(a).

“Existing Term Loans” has the meaning specified in Section 2.16(a).

“Existing Tranche” has the meaning specified in Section 2.16(a).

“Extended Loans” has the meaning specified in Section 2.16(a).

“Extended Revolving Credit Commitments” has the meaning specified in Section 2.16(a).

“Extended Revolving Credit Loans” has the meaning specified in Section 2.16(a).

“Extended Revolving Credit Tranche” has the meaning specified in Section 2.16(a).

“Extended Term Loans” has the meaning specified in Section 2.16(a).

“Extended Term Tranche” has the meaning specified in Section 2.16(a).

“Extended Tranche” has the meaning specified in Section 2.16(a).

“Extending Lender” has the meaning specified in Section 2.16(b).

“Extension” has the meaning specified in Section 2.16(b).

“Extension Amendment” has the meaning specified in Section 2.16(c).

“Extension Date” has the meaning specified in

Section 2.16(c).

“Extension Election” has the meaning specified in

Section 2.16(b).

“Extension Request” has the meaning specified in

Section 2.16(a).

“Extension Request Deadline” has the meaning specified in

Section 2.16(b).

“Facility” means each of

(a) the Initial Term Loan Facility,

(b) any New Term Loan Facility,

(d) any New Revolving Credit Facility,

in each

case, as the context may require.

“Factoring Agreement” means a customary market agreement by and between

Holdings or a Restricted Subsidiary and a Factoring Company pursuant to which Holdings or such Restricted Subsidiary shall, pursuant to customary terms for the size and type of transaction involved, sell, transfer and assign its rights, title and

interests in certain accounts receivable, specifically identified therein, to a Factoring Company.

“Factoring

Company” means any counterparty (that is not an Affiliate of Holdings) to any Factoring Agreement to whom Holdings or any Restricted Subsidiary sells, transfers and assigns its right, title and interests in certain accounts receivable

pursuant to the terms of such Factoring Agreement.

“FATCA” means Sections 1471 through 1474 of the Code, as of

the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into

pursuant to 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 Federal Reserve Bank of

New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next

succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided, that if the Federal Funds Effective Rate for any day is less than zero, the Federal Funds Effective Rate for such day will

be deemed to be zero.

“Financial Support Direction” means a financial support direction issued by the UK

Pensions Regulator under section 43 of the UK Pensions Act 2004.

“First Lien Net Leverage Ratio” means, as of

any date of determination, the ratio of

(a) Consolidated First Lien Indebtedness as of such date minus the unrestricted cash and

Cash Equivalents of Holdings and the Restricted Subsidiaries as of such date to

(b) Consolidated EBITDA for the period of the four fiscal quarters most recently ending on

such date.

“Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of

(a) Consolidated EBITDA for the period of the four fiscal quarters most recently ending on such date to

(b) Fixed Charges for the period of the four fiscal quarters most recently ending on such date.

“Fixed Charges” means, for any period, the sum of

(1) the cash portion of Consolidated Interest Charges for such period,

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of preferred stock during such

period; and

(3) all cash dividends or other distributions paid or accrued (excluding items eliminated in consolidation) on any series of

Disqualified Stock during such period;

provided that, solely for purposes of calculating the Fixed Charge Coverage Ratio for any period,

(i) the cash portion of Consolidated Interest Charges attributable to any Indebtedness repaid during such period shall be excluded for

such period (assuming such Indebtedness had been repaid immediately prior to the beginning of such period) and

(ii) the cash portion of

Consolidated Interest Charges attributable to any Indebtedness incurred during such period shall be annualized for such period (assuming such Indebtedness had been incurred on the first day of such period).

“Floor” means 0.00%.

“Foreign Government Scheme or Arrangement” has the meaning specified in Section 6.12(f).

“Foreign Lender” has the meaning specified in Section 11.14(a).

“Foreign Plan” has the meaning specified in Section 6.12(f).

“Foreign Subsidiary” means any Restricted Subsidiary that is not a US Subsidiary or a Canadian Subsidiary.

“Founder Preferred Shares” means the founder preferred shares of Holdings and any successor instrument thereto.

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

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to each L/C Issuer, such

Defaulting Lender’s Pro Rata Share of the L/C Obligations with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other

Lenders or cash collateralized in accordance with the terms hereof.

“Fully Satisfied” means, with respect to the Obligations as of any

date, that, as of such date,

(a) all principal of and interest accrued to such date which constitute Obligations shall have been

irrevocably paid in full in cash,

(b) all fees, expenses and other amounts then due and payable which constitute Obligations shall have

been irrevocably paid in cash,

Cash Collateralized or (iii) secured by one or more letters of credit on terms and conditions, and with one or more financial institutions, reasonably satisfactory to the applicable L/C Issuer and

(d) the Commitments shall have expired or been terminated in full.

“Fund” has the meaning specified in Section 11.06(g).

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and

pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant

segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Govern” has the meaning specified in the definition of “Affiliate.”

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any

agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government

including, without limitation, any agency of the European Union or similar monetary or multinational authority.

“Granting

Lender” has the meaning specified in Section 11.06(b)(vii).

“Guarantee” means,

as to any Person,

(a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing

any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect,

(i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation,

(ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such

Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation,

(iii) to maintain

working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or

(iv) entered into for the purpose of assuring in any other manner the

obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or

(b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness

or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).

The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or

portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term

“Guarantee” as a verb has a corresponding meaning.

“Guarantor Coverage

Test” has the meaning specified in Section 7.12(d).

“Guarantors” means a collective

reference to Holdings, the Subsidiary Guarantors and, except with respect to their own respective Obligations, the Borrowers; provided that the Guarantors shall not include any Excluded Subsidiaries.

“Guaranty” means, collectively, the Guaranty made by the Guarantors in favor of the Administrative Agent and the

Lenders pursuant to Article IV.

“Hazardous Materials” means any material, substance or waste that

is listed, regulated, or otherwise defined as hazardous, toxic, radioactive, a pollutant or a contaminant (or words of similar regulatory intent or meaning) under applicable Environmental Law, or which could give rise to liability under any

Environmental Law, including, but not limited to, all explosive or radioactive substances or wastes, petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes

and pesticides.

“Hedge Bank” means any Person that is an Agent, Arranger, Lender or any Affiliate of any of the

foregoing, in each case, at the time the applicable Secured Hedge Agreement is entered into, irrespective of whether such Person ceases to be an Agent, Arranger, Lender or any Affiliate of any of the foregoing after entering into the applicable

Secured Hedge Agreement.

“Holdings” has the meaning specified in the preamble which, following the J2

Domestication Merger, is APi Group Corporation, a Delaware Corporation.

“Honor Date” has the meaning specified

in Section 2.03(c)(i).

“IFRS” means International Financial Reporting Standards as issued by

the International Accounting Standards Board, that are applicable to the circumstances as of the date of determination, consistently applied.

“Immaterial Subsidiary” means each Restricted Subsidiary designated as such by the Borrowers to the Administrative

Agent in writing that meets all of the following criteria calculated on the Pro Forma Basis by reference to the most recently delivered set of financial statements delivered pursuant to Section 7.01(a):

(a) the consolidated total assets of such Restricted Subsidiary and its Subsidiaries which qualify as Restricted Subsidiaries as of the date of

such financial statements, do not exceed an amount equal to 5.0% of the Consolidated Total Assets of Holdings and the Restricted Subsidiaries as of such date; and

(b) the consolidated total assets of all Immaterial Subsidiaries and their respective

Subsidiaries, taken as a whole, as of the date of such financial statements, do not exceed an amount equal to 10.0% of the Consolidated Total Assets of Holdings and the Restricted Subsidiaries as of such date.

As of the Closing Date, the Borrowers designate each of the Restricted Subsidiaries listed on Schedule 1.01(g) hereto as Immaterial

Subsidiaries.

“Increased Amount Date” has the meaning specified in Section 2.14(a).

“Incremental Amendment” has the meaning specified in Section 2.14(a).

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

Facility or Incremental Loans.

“Incremental Facilities” has the meaning assigned to such term in

Section 2.14(a).

“Incremental Loans” has the meaning assigned to such term in

Section 2.14(a).

“Incremental Revolving Credit Facility” has the meaning assigned to such

term in Section 2.14(a).

“Incremental Revolving Credit Loans” has the meaning assigned to

such term in Section 2.14(a).

“Incremental Term Facility” has the meaning assigned to such

term in Section 2.14(a).

“Incremental Term Loans” has the meaning assigned to such term in

Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without

duplication, all of the following:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by

bonds, debentures, notes, loan agreements, convertible securities (to the extent that they have put provisions that are exercisable during the term of this Agreement) or other similar instruments (other than the PIPE Preferred Stock);

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’

acceptances, bank guaranties, surety bonds and similar instruments;

of property or services (other than trade accounts payable in the ordinary course of business);

(d) indebtedness (excluding prepaid

interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such

Person or is limited in recourse;

(e) capital leases and Synthetic Lease Obligations; and

(f) all Guarantees of such Person in respect of any of the foregoing; if and to the extent

that any of the foregoing Indebtedness (other than Guarantees, Letters of Credit and Swap Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is

itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any capital lease or Synthetic Lease Obligation

as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Indemnitee” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Informational Website” has the meaning specified in Section 7.02.

“Initial Availability Period” means the period from and including the Closing Date to but excluding the earliest of

(a) the Initial Revolving Credit Maturity Date,

(b) the date of termination of the Initial Revolving Credit Commitments pursuant to Section 2.06 and

(c) the date of termination of the commitment of each Initial Revolving Credit Lender to make Initial Revolving Credit Loans, the obligation of the Swingline Lenders to make Swingline Loans and of the obligation of each L/C Issuer to make L/C Credit

Extensions pursuant to Section 9.02.

“Initial Borrower” has the meaning specified in the preamble

hereto.

“Initial Revolving Credit Commitments” means, as to each Initial Revolving Credit Lender, its

obligation to

(a) make Initial Revolving Credit Loans to a Borrower pursuant to Section 2.01 and

(b) purchase participations in L/C Obligations,

and

in each case, in an aggregate principal amount at

any one time outstanding not to exceed the amount set forth opposite such Initial Revolving Credit Lender’s name on Schedule 2.01I to Amendment No. 9 or in the Assignment and Assumption pursuant to which such Revolving Credit Lender becomes a party

hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of Initial Revolving Credit Commitments on the 2025

Revolving Incremental Amendment No. 9 Effective Date is $750,000,0001,000,000,000.

“Initial Revolving Credit Facility” means the Initial Revolving Credit Commitments and the extensions of credit made

thereunder.

“Initial Revolving Credit Lenders” means, at any time, any

Revolving Credit Lender that has an Initial Revolving Credit Commitment or an outstanding Initial Revolving Credit Loan at such time, which shall include the 2021 Revolving Credit Lenders and the Amendment No. 9 Revolving Lenders.

“Initial Revolving Credit Loan” has the meaning specified in Section 2.01.

“Initial Revolving Credit Maturity Date” means, with respect to any Initial Revolving Credit Loan, the

earlier of

(i) the fifth anniversary of the Amendment No. 9 Effective Dateprovided that the Initial Revolving Credit Maturity Date shall be 91 days prior

to the 2021 Incremental Term Loan Maturity Date if, on such date, the outstanding principal amount under the 2021 Incremental Term Loans is more than

$500,000,000,, and

(ii) the date of termination in whole of the Initial Revolving Credit Commitments and the Letter of Credit Commitments pursuant to

Section 2.06 or 9.02.

“Initial Term Loan” has the meaning specified in

Section 2.01.

“Initial Term Loan Commitment” means, as to each Term Loan Lender, its

obligation to make Term Loans to the Borrowers

(i) pursuant to Section 2.01 in an aggregate principal amount at any

one time outstanding not to exceed the amount set forth opposite such Term Loan Lender’s name on Schedule 2.01 under the caption “Initial Term Loan Commitment”, and

(ii) in the Assignment and Assumption pursuant to which such Term Loan Lender becomes a party hereto,

in each case, as such amount may be adjusted from time to time in accordance with this Agreement.

The aggregate amount of Initial Term Loan Commitments on the Closing Date is $1,200,000,000.

“Initial Term Loan Facility” means the Initial Term Loan Commitments and the Initial Term Loans made thereunder.

“Initial Term Loan Lender” means, at any time, any Lender that has an Initial Term Loan Commitment or an

outstanding Initial Term Loan at such time.

“Initial Term Loan Maturity Date” means the date that is seven

years after the Closing Date, which date is October 1, 2026.

“Intellectual Property Security Agreement”

means each Patent Security Agreement, Trademark Security Agreement and Copyright Security Agreement to be executed and delivered by a Loan Party, substantially in the form of Exhibits A, B and C to the

Pledge and Security Agreement, respectively, or such other form approved by the Administrative Agent.

“Interest Payment Date” means,

(a) as to any Loan other than a Base Rate Loan or an RFR Loan, the last day of each Interest Period applicable to such Loan and in the case of

any Term Loans, the applicable Term Loan Maturity Date, or in the case of Revolving Credit Loans, the applicable Revolving Credit Maturity Date; provided, however, that if any Interest Period for a Term SOFR Loan or

Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates;

(b) as to any Base Rate

Loan (including any Swingline Loan), the last Business Day of each

March, June, September and December and in the case of any Term Loans, the applicable Term Loan Maturity Date, or in the case of Revolving Credit Loans, the applicable Revolving Credit Maturity Date; and

RFR Business Day of each March, June, September and December and in the case of any Term Loans, the applicable Term Loan Maturity Date, or in the case of Revolving Credit Loans, the applicable Revolving Credit Maturity Date.

“Interest Period” means, as to

(a) each Term Loan that is a Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued

as a Term SOFR Loan and ending on the date one, three or six months thereafter and

(b) each Revolving Credit Loan that is a Term SOFR

Loan or a Eurocurrency Rate Loan, the period commencing on the date such Term SOFR Loan or Eurocurrency Rate Loan is disbursed or converted to or continued as a Term SOFR Loan or Eurocurrency Rate Loan and ending on the date one, three or six months

thereafter (or twelve months or such other period, if agreed to by all applicable Revolving Credit Lenders);

provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding

Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding

day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond, in the case of any Term Loans, the applicable Term Loan Maturity Date, or in the case of

Revolving Credit Loans, the applicable Revolving Credit Maturity Date;

provided further that notwithstanding anything to the contrary

contained in this Agreement, (i) the initial Interest Period with respect to the 2020 Incremental Term Loans made on the 2020 Incremental Amendment Effective Date shall be the period commencing on the 2020 Incremental Amendment Effective Date

and ending on the last day of the then-current Interest Period for the Term Loans outstanding immediately prior to the 2020 Incremental Amendment Effective Date, and (ii) the initial Interest Period with respect to the 2021 Incremental

Term Loans made on the 2021 Incremental Amendment Funding Date shall be the period commencing on the 2021 Incremental Amendment Funding Date and ending on the last day of the then-current Interest Period for the Term Loans outstanding immediately

prior to the 2021 Incremental Amendment Funding Date.

“Interpolated Rate” means, in relation to the EURIBO Rate or

Alternate Currency LIBO Rate, as applicable, the rate which results from interpolating on a linear basis between:

(a) the applicable

EURIBO Rate or Alternate Currency LIBO Rate, as applicable, for the longest period (for which that EURIBO Rate or Alternate Currency LIBO Rate, as applicable, is available) which is less than the Interest Period of that Loan; and

(b) the applicable EURIBO Rate or Alternate Currency LIBO Rate, as applicable, for the shortest period (for which that EURIBO Rate or

Alternate Currency LIBO Rate, as applicable, is available) which exceeds the Interest Period of that Loan,

in each case, as of 11:00 a.m. (London,

England time) two Business Days prior to the commencement of such Interest Period of that Loan.

“Investment”

means, as to any Person, any direct or indirect acquisition or investment by such Person, (i) prior to the Required Lender Consent Date, whether by means of and (ii) from

and after the Required Lender Consent Date, either by means of:

(a) the purchase or other acquisition of capital stock or other securities of another Person,

(b) (x) prior to the Required Lender Consent Date, a loan, advance or

capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and

(y) from and after the Required Lender Consent Date, a loan, advance or capital contribution to, assumption or Guarantee of Indebtedness of, or purchase or other acquisition of any other Indebtedness or equity participation

or interest in, another Person, including any partnership or joint venture interest in such other Person, or

(c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business

unit.

For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, or the fair market value of non-cash

assets (including in the case of legal (but not beneficial) ownership of assets held as a trustee, a fair market value of zero) contributed without adjustment for subsequent increases or decreases in the value of such Investment.

“IRS” means the United States Internal Revenue Service.

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application and any other

document, agreement and instrument entered into by the applicable L/C Issuer and any Restricted Subsidiary or in favor of the applicable L/C Issuer and relating to such Letter of Credit.

“J2 Domestication Merger” shall have the meaning assigned to such term in Section 8.03(f).

“Judgment Currency” shall have the meaning assigned to such term in Section 11.23(a).

“Judgment Currency Conversion Date” shall have the meaning assigned to such term in

Section 11.23(a).

“Latest Maturity Date” shall mean, at any date, the latest

maturity date of all classes of Loans or Commitments that are outstanding on such date.

“Laws” means,

collectively, all international, foreign, Federal, state, regional, provincial, territorial, municipal and local laws, statutes, treaties, rules, regulations or any determination of an arbitrator or a court or other Governmental Authority, in each

case applicable to or binding upon such person or any of its Real Property or personal property or to which such person or any of its property of any nature is subject.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation

in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit

resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry

date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means as the context may require,

each of the Amendment No. 9 Lead Arrangers that has a Letter of Credit Commitment as set forth on Schedule I to Amendment No. 9 and any other Revolving Credit Lender (including the 2021 Revolving Credit Lenders or

the Amendment No. 9 Revolving Lenders) that may become an L/C Issuer pursuant to Section 2.03(m), with respect to Letters of Credit issued by such Revolving Credit Lender. Any L/C Issuer may, in its discretion, arrange

for one or more Letters of Credit to be issued by affiliated or unaffiliated financial institutions of such L/C Issuer, in which case the term “L/C Issuer” shall include any such affiliated or unaffiliated financial institutions of such

L/C Issuer with respect to Letters of Credit issued by such affiliated or unaffiliated financial institutions of such L/C Issuer.

“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of

Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

“LCA

Election” means Holdings’ election to exercise its right to designate any acquisition (or similar Investment) or repayment, redemption of or offer to purchase of Indebtedness as a Limited Condition Transaction pursuant to the

terms hereof.

“LCA Test Date” means, in respect of an acquisition (or similar Investment), the date on which

the definitive agreement for any such Limited Condition Transaction is entered into or, in respect of repayment, redemption of or offer to purchase of Indebtedness, the date that the Borrower provides notice to holders of such Indebtedness of such

repayment, redemption or offer to purchase.

“Leases” means any and all leases, subleases, tenancies, options,

concession agreements, rental agreements, occupancy agreements, franchise agreements, access agreements and any other agreements (including all amendments, extensions, replacements, renewals, modifications and/or guarantees thereof), whether or not

of record and whether now in existence or hereafter entered into, affecting the use or occupancy of all or any portion of any Real Property.

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the

L/C Issuers (and shall include the 2020 Incremental Term Loan Lenders, the 2021 Incremental Term Loan Lenders

and, the Amendment No. 9 Term

Lenders, the 2021 Revolving Credit Lenders, the Amendment No. 9 Revolving Lenders and the Swingline

Lenders).

“Lender Counterparty” means (x) any Person that is an Agent,

Arranger or Lender or any Affiliate of any of the foregoing, in each case, at the time the applicable Secured Treasury Management Agreement (other than any Designated Pari Passu Facility) is entered into, irrespective of whether such Person ceases

to be an Agent, Arranger, Lender or any Affiliate of any of the foregoing after entering into the applicable Secured Treasury Management Agreement or (y) any Designated Pari Passu Facility Provider.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such

Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Holdings and the Administrative Agent.

“Letter of Credit” means any letter of credit issued hereunder in Dollars or an Alternative Currency and shall

include the Existing Letters of Credit. A Letter of Credit shall be a standby letter of credit.

“Letter of Credit

Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.

“Letter of Credit Commitment” means the commitment of the L/C Issuers to issue Letters of Credit pursuant to

Section 2.03.

“Letter of Credit Expiration Date” means the day that is five Business Days

prior to the Initial Revolving Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(i).

“Letter of Credit Sublimit” means, as the context may indicate, (x) for the L/C Issuers, collectively, an

amount equal to $300,000,000 and (y) for any L/C Issuer, individually, the amount set forth on Schedule I to Amendment No. 9 across from such L/C Issuer’s name. The Letter of Credit Sublimit is part of,

and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, deed of trust, pledge,

hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other

title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Transaction” shall mean any

(i) acquisition or Investment by Holdings or any Restricted Subsidiary of or in any assets, business or Person permitted by this Agreement or

(ii) repayment or redemption of, or offer to purchase, any indebtedness permitted by this Agreement,

in each case the consummation of which is not conditioned on the availability of, or on obtaining, third

party financing.

“Loan” means an extension of credit by a Lender to any Borrower under Article II

in the form of a Term Loan, a Revolving Credit Loan or Swingline Loan.

“Loan Documents” means,

collectively, this Agreement, each Note, each Issuer Document, the Unsecured Intercreditor Agreement, each joinder agreement referred to in Section 2.14, each Subsidiary Joinder Agreement, the Collateral Documents, the 2020

Incremental Amendment, the 2021 Incremental Amendment

and, the

2023 US LIBO Rate Replacement Amendment, the 2023 Repricing and Maturity Extension Amendment, the 2024 Incremental Amendment, the 2024 Repricing and Maturity Extension Amendment, the 2025 Term Loan Repricing Amendment and Amendment

No. 9.

“Loan Parties” means, collectively, the Borrowers and the Guarantors.

“Majority Facility Lenders” means

(a) with respect to the Term Loan Facility, the holders of a majority of the aggregate unpaid principal amount of the Term Loan Commitments

and Term Loans outstanding under the Term Loan Facility and

(b) with respect to the Revolving Credit Facility, the holders of a majority

of the sum of (i) the unused portion of the Revolving Credit Commitments then in effect and (ii) the Total Outstandings at such time.

“Market Capitalization” means, with respect to the making of any Restricted Payment, an amount equal to the product

(a) the total number of issued and outstanding shares of common Equity Interests of Holdings on the date of declaration of such

Restricted Payment multiplied by

(b) the arithmetic mean of the closing prices per share of such Equity Interests on the principal

securities exchange on which such Equity Interests are listed for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

“Material Adverse Effect” means

(a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent)

or condition (financial or otherwise) of Holdings and the Restricted Subsidiaries taken as a whole;

(b) a material impairment of the

rights and remedies of the Administrative Agent or any Lender under any Loan Document; or

legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Real Property” means any parcel of Real Property now or

hereafter owned in fee by any Loan Party that,

(a) is not located in a designated “flood hazard area” in any flood insurance

rate map published by the Federal Emergency Management Agency (or any successor agency) and

(b) together with any improvements thereon,

individually has a fair market value of at least (x) prior to the Required Lender Consent Date, $10,000,000 and (y) from and after the Required Lender Consent Date,

$20,000,000$75,000,000,

as at

(i) (x) the Closing Date, for Real Property owned as of the Closing Date or (y) the date of acquisition for Real Property

acquired after the Closing Date, in each case as reasonably estimated in good faith by Holdings or

(ii) the time of any

material improvement on such Real Property described in clause (i)(y).

“Maximum Rate” has the

meaning specified in Section 11.09.

“MFN Adjustment” has the meaning specified in

Section 2.14(d).

“Minimum Collateral Amount” means, at any time,

(a) with respect to cash collateral consisting of cash or deposit account balances, an amount equal to 103% of the Fronting Exposure of any

L/C Issuer with respect to Letters of Credit issued and outstanding at such time and

(b) for purposes of Section 2.15,

an amount reasonably determined by the Administrative Agent and the applicable L/C Issuer.

“Minimum Borrowing

Amount” means,

(i) with respect to Section 2.02(a)(2), a principal amount equal to the Dollar Equivalent

of $2,000,000 or a whole multiple of $1,000,000 in excess thereof and

(ii) with respect to Section 2.05(a)(ii), a

principal amount equal to the Dollar Equivalent of $1,000,000 or a whole multiple of $500,000 in excess thereof.

“Minimum

Extension Condition” has the meaning specified in Section 2.16(e).

“MIRE

Event” means, if there are any Mortgaged Properties located in the United States of America at such time, any increase, extension or renewal of any of the Commitments or Loans (including an Incremental Loan or any other Incremental

Facilities hereunder, but excluding

(a) any continuation or conversion of borrowings,

(b) the making of any Loan, or

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means an agreement, including, but not limited to, a fee mortgage, deed of trust, deeds to secure debt,

assignment of rents and leases or any other document, creating and evidencing a Lien on a Mortgaged Property and delivered pursuant to Section 7.12, as may be amended, modified, supplemented, extended and/or consolidated from time

to time, which shall be in form reasonably satisfactory to the Administrative Agent, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under

applicable local or foreign law.

“Mortgaged Property” means

(a) each owned Material Real Property located in the United States of America or Canada and identified as a “Mortgaged Property”

on Schedule 1.01(c) and

(b) each Material Real Property located in the United States of America or Canada, if any, owned by

any Loan Party and which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 7.12.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to

which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six plan years, has made or been obligated to make contributions, or has any liability or obligation, whether fixed or contingent.

“Net Cash Proceeds” means,

(a) with respect to any Asset Sale, Recovery Event or Permitted Sale Leaseback Transaction, the excess, if any, of

(i) the sum of cash and Cash Equivalents received therefrom (including any cash or Cash Equivalents received by way of deferred

payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over

(ii)

the sum of

(A) the principal amount of any Indebtedness that is secured by such asset and that is required to be repaid in

connection with the sale thereof (other than Indebtedness under the Loan Documents),

(B) the out-of-pocket expenses

incurred by Holdings or any Restricted Subsidiary in connection therewith and

actually payable as a result of any gain recognized in connection therewith;

provided, however, that, if

(x) the Borrowers shall deliver a certificate of a Responsible Officer of the Borrowers to the Administrative Agent at the

time of receipt thereof setting forth the Borrowers’ intent to reinvest such proceeds for capital expenditures, working capital, Restricted Payments described in clause (c) of the definition thereof, or to acquire, maintain,

develop, construct, improve, upgrade or repair productive assets of a kind then used or usable in the business of Holdings and the Restricted Subsidiaries (including, without limitation, through Permitted Acquisitions or similar Investments)

within (1) 24 months of receipt of such proceeds or (2) if the Borrowers enter into a legally binding commitment to reinvest such proceeds within 24 months following receipt thereof, within the earlier of 12

months following the date such legally binding commitment is entered into and the date on which such legally binding commitment terminates or is abandoned without the consummation of the

reinvestment contemplated thereby (such applicable period described in clause (1) or (2), the “Reinvestment Period”) and

(y) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the

proposed time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds except to the extent not so used at the end of the Reinvestment Period, at which time such proceeds shall be deemed to be Net Cash Proceeds;

provided, further, that any proceeds of such a Recovery Event (from settlement of insurance or otherwise) shall be remitted to the Borrowers so long as such proceeds are not deemed to be Net Cash Proceeds; and

(b) with respect to any issuance or disposition of Indebtedness, the cash proceeds thereof, net of all taxes and reasonable and customary

fees, commissions, costs and other expenses incurred by Holdings or any Restricted Subsidiary in connection therewith.

“New

Incremental Lender” has the meaning specified in Section 2.14(a).

“New Revolving Credit

Facility” has the meaning assigned to such term in Section 2.14(a) of this Agreement.

“New

Term Loan Commitments” mean the commitments in respect of any New Term Loan Facility, including the 2020 Incremental Term Loan Commitments, the 2021 Incremental Term Loan Commitments and the Amendment No. 9 Term Loan

Commitments.

“New Term Loan Facility” has the meaning assigned to such term in

Section 2.14(a) of this Agreement, including the 2020 Incremental Term Loan Facility, the 2021 Incremental Term Loan Facility and the Amendment No. 9 Term Loan Facility.

“New Term Loan Maturity Date” means the maturity date or expiration date of any New Term Loan, including the 2020

Incremental Term Loan Maturity Date, the 2021 Incremental Term Loan Maturity Date and the Amendment No. 9 Term Loan Maturity Date.

“New Term Loans” means any advance made by a Lender under a New Term Loan Facility, including the 2020 Incremental

Term Loans, the 2021 Incremental Term Loans and the Amendment No. 9 Term Loans.

“Non-Consenting

Lender” has the meaning specified in Section 11.01.

“Non-Excluded

Taxes”has the meaning specified in Section 3.01(a).

“Non-Extending

Lender” has the meaning specified in Section 2.16(d).

“Non-Founder Warrant

Exchange” means the exercise of certain warrants held by non-founders of Holdings to purchase ordinary shares of Holdings.

“Non-Wholly Owned Subsidiary” means any Subsidiary all of the Equity Interests in which (except directors’

qualifying shares) are not, at the time, directly or indirectly owned by Holdings, other than any Subsidiary that becomes a Non-Wholly Owned Subsidiary after the Closing Date as a result of

(A) the Disposition or issuance of Equity Interests of such Subsidiary, in either case, to a

Person that is an Affiliate,

(B) any transaction entered into primarily for the purpose of such Subsidiary ceasing to constitute a

Guarantor or

(C) the Disposition or issuance of Equity Interest of such Subsidiary for less than the fair market value of such shares (as

reasonably determined by the Borrower).

“Nonrenewal Notice Date” has the meaning specified in

Section 2.03(b)(iii).

“Note” or “Notes” means the Term Loan

Notes, the Revolving Credit Notes and/or Swingline Loan Note, individually or collectively, as appropriate.

“Obligation Currency” has the meaning specified in Section 11.23(a).

“Obligations” means

(a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under

(i) any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those

acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising including the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, attorneys’ fees and

disbursements, indemnities and other amounts payable by any Loan Party under any Loan Document and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any

Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding,

(ii) any Secured Hedge Agreement,

(iii) any Secured Treasury Management Agreement and

(iv) any Erroneous Payment Subrogation Rights and

(b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its reasonable sole

discretion, may elect to pay or advance on behalf of such Loan Party. Notwithstanding anything to the contrary set forth herein, the “Obligations” shall not include any Excluded Swap Obligations.

“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State.

“OID” has the meaning specified in the definition of “Yield”.

“option right” has the meaning specified in the definition of “Change of Control”.

“Organization Documents” means,

(a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive

documents with respect to any non-U.S. jurisdiction);

(b) with respect to any limited liability company, the certificate or articles of formation

or organization and operating agreement; and

the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental

Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning specified in Section 3.01(b).

“Outstanding Amount” means

(i) with respect to Revolving Credit Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any

borrowings and prepayments or repayments of Revolving Credit Loans occurring on such date;

(ii) with respect to any L/C Obligations

on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any

reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date; and

(ii) with respect to

Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Swingline Loans occurring on such date.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“Patriot Act” has the meaning specified in Section 11.19.

“Paying Agent” has the meaning specified in Section 10.07.

“Payment Recipient” has the meaning assigned to it in Section 10.14(a).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2)

of ERISA), other than a Multiemployer Plan, that is subject to either Title IV of ERISA or Section 412 of the Code and is sponsored or maintained by any Borrower or any ERISA Affiliate or to which any Borrower or any ERISA Affiliate contributes

or has an obligation to contribute or under which any Borrower or ERISA Affiliate has any liability or obligation, whether fixed or contingent, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made

contributions at any time during the immediately preceding six plan years.

“Perfection Certificate” means the

Pre-Closing UCC Diligence Certificate substantially in the form of Exhibit E or such other form approved by the Administrative Agent.

“Periodic Term SOFR Determination Day” has the meaning specified

in the definition of “Term SOFR”.

“Permitted Acquisition” means the acquisition by Holdings or any

Wholly-Owned Restricted Subsidiary of all or substantially all the assets of a Person or line of business of such Person or the outstanding Equity Interests of a Person (referred to herein as the “Acquired Entity”);

provided that

(a) the Acquired Entity shall be a going concern and shall be in a similar or adjacent line of business (or

one reasonably ancillary or complementary thereto, or which is a reasonable extension, development or expansion thereof) as that of the Borrowers and the Restricted Subsidiaries as conducted during the current and most recently concluded calendar

year;

(b)(A) no Event of Default or Default shall have occurred and be continuing both immediately before and immediately after the

execution of the acquisition agreement by the relevant Restricted Group member and applicable seller(s), and

(B) at

the time of such transaction, Holdings shall be in Pro Forma Compliance with the financial covenant set forth in Section 8.10 (whether or not such covenant is then applicable);

Forma Basis (based on the first or third fiscal quarter financial statements most recently delivered pursuant to Section 7.01(b) and deeming any Subsidiary that shall become a Guarantor and otherwise comply with

Section 7.12 within the time periods set forth therein to be a Guarantor for such purpose) and (y) the Total Net Leverage Ratio is less than or equal to 3.25:1.00 on a Pro Forma Basis, the aggregate amount of the

consideration, not otherwise permitted by the provisions of this Agreement, paid in connection with such acquisition of an Acquired Entity that does not become a Guarantor and any related acquisitions of an Acquired Entity that does not become a

Guarantor (including Indebtedness of the Acquired Entity that is assumed by or on behalf of Holdings and the Restricted Subsidiaries for any such purchase or other acquisition of an entity that does not become a Guarantor (including by way of

merger) when aggregated with the total cash and noncash consideration (calculated on the same basis and not otherwise permitted by the provisions of this Agreement) paid by or on behalf of Holdings and the Restricted Subsidiaries for all other

purchases and other acquisitions made by the Borrowers and the Restricted Subsidiaries after the Closing Date of entities that do not become Guarantors (including by way of merger)), shall not exceed the greater of (x) $450,000,000 and

(y) 34% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01;

(d) upon the consummation of such Permitted Acquisition, the Acquired Entity shall be a Restricted Subsidiary,

(e) Holdings and the Restricted Subsidiaries shall not incur or assume any Indebtedness in connection with such acquisition, except as

permitted by Section 8.02; and

(f) Holdings shall comply, and shall cause the Acquired Entity to comply, with the

applicable provisions of Sections 7.12 and 7.14 and the Collateral Documents.

Notwithstanding anything set

forth in this Agreement or any other Loan Document to the contrary, for all purposes of this Agreement and any other Loan Document, (i) the SK FireSafety Group Acquisition shall be deemed a “Permitted Acquisition” with respect to

the aggregate amount of consideration paid in connection with such acquisition and (ii) the Chubb Group Acquisition shall be deemed a “Permitted Acquisition” with respect to the aggregate amount of consideration paid in connection

with such acquisition.

“Permitted Equal Priority Refinancing Debt” means any secured

Indebtedness incurred by any Loan Party in the form of one or more series of senior secured notes, bonds or debentures; provided that

(a) such Indebtedness is secured by Liens on all or a portion of the Collateral on an equal priority basis with the Liens on the Collateral

securing the Obligations (but without regard to the control of remedies) and is not secured by any property or assets other than the Collateral,

(b) such Indebtedness satisfies the applicable requirements set forth in the provisos to the definition of “Credit Agreement Refinancing

Indebtedness”,

(d) the holders of such Indebtedness (or their representative) and the Administrative Agent and/or Collateral Agent shall become parties to a

Customary Intercreditor Agreement providing that the Liens on the Collateral securing such obligations shall rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies).

“Permitted Intercompany Transaction” means

(a) a merger or consolidation solely of one or more Subsidiaries of Holdings (provided that,

(x) if one of such Subsidiaries is a Loan Party, the result of such merger or consolidation is that the surviving entity is a

Loan Party,

(y) if one of the Subsidiaries is a Restricted Subsidiary, the result of such merger or consolidation is that

the surviving entity is a Restricted Subsidiary and

(z) if one of such Subsidiaries is a Borrower, the result of such

merger or consolidation is that the surviving entity is a Borrower);

(b) a transaction consisting of the acquisition (which may, without

limitation, occur through the liquidation and/or dissolution of a Subsidiary) of

(i) all or substantially all of the

Equity Interests of any Subsidiary of Holdings,

(ii) all or substantially all of the assets of any Subsidiary of Holdings

(iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of

any Subsidiary of Holdings,

in each case, by any one or more Loan Parties (provided, that if the transaction consists of the

acquisition of the Equity Interests, assets or business of a division, branch or other unit or operation of a Borrower, the acquiring party shall be a Borrower);

through the liquidation and/or dissolution of such Subsidiary) of

(i) all or substantially all of the Equity Interests of

any Subsidiary of Holdings that is not a Loan Party,

(ii) all or substantially all of the assets of any Subsidiary of

Holdings that is not a Loan Party,

(iii) all or substantially all of the assets constituting the business of a division,

branch or other unit operation of any Subsidiary of Holdings that is not a Loan Party or

(iv) any other similar

intercompany transaction by any one or more Subsidiaries of Holdings that is consented to by the Administrative Agent and is not materially adverse to the Lenders as reasonably determined by the Administrative Agent in its sole discretion;

provided that, (x) if the transaction consists of the acquisition of Equity Interests, assets or business of a division,

branch or other unit or operation of a Subsidiary that is a Restricted Subsidiary, the acquiring party shall be a Restricted Subsidiary and (y) after giving effect to any transaction described in clauses (a) through

(c), the Borrowers shall comply with Section 7.12 to the extent applicable and,

(d) the

liquidation, wind up, dissolution, deregistration or similar action with respect to any Excluded Subsidiary and

(e) the J2 Domestication

Merger.

“Permitted Investments” means:

(a) Investments outstanding as of the Closing Date (such Investments in excess of $10,000,000 are set forth on Schedule 1.01(d)) and

refinancings, reborrowings or replacements thereof, to the extent that such refinancings, reborrowings or replacements shall not increase the amount of such Investment;

(b) (i) Investments by Holdings and the Restricted Subsidiaries existing on the Closing Date in Holdings or the Restricted Subsidiaries and

(ii) additional Investments by Holdings and the Restricted Subsidiaries in Holdings or the Restricted Subsidiaries;

provided that

(A) if such Investment shall be in the form of an investment in Equity Interests, any such

Equity Interests held by a Loan Party shall be pledged pursuant to the Collateral Documents,

(B) so long as a Loan Party

has not granted to the Administrative Agent for the benefit of the Secured Parties a first priority registered deed of hypothec over such property governed by the laws of Quebec (subject to Permitted Liens) with customary opinions, certificates and

supporting documentation, the acquisition by a Loan Party or transfer or relocation to a Loan Party of tangible personal property or real property in excess of $3,000,000 located in Quebec at any time shall be deemed to be an

“Investment” in a Loan Party that is not a Guarantor in an amount equal to the book value of such property,

set forth in Section 7.12(d) on a Pro Forma Basis (based on the first or third fiscal quarter financial statements most recently delivered pursuant to Section 7.01(b) and deeming any Subsidiary that shall become

a Guarantor and otherwise comply with Section 7.12 within the time periods set forth therein to be a Guarantor for such purpose) and (y) the Total Net Leverage Ratio is less than or equal to 3.25:1.00 on a Pro Forma Basis,

the aggregate amount of Investments under this clause (b)(ii) by Loan Parties in Restricted Subsidiaries that are not Subsidiary Guarantors (other than

(1) (x) investments in Equity Interests and (y) intercompany loans and advances, in each case, from a Loan Party to a

Restricted Subsidiary that is not a Subsidiary Guarantor the proceeds of which are used solely to finance a Permitted Acquisition and

(2) intercompany loans and advances from a Loan Party to Restricted Subsidiaries that are not Subsidiary Guarantors having a

term not exceeding 90 days (inclusive of any roll over or extensions of terms) made in the ordinary course of business and consistent with past practice)

shall not exceed the sum of (I) the greater of (x) $350,000,000 and (y) 27% of Consolidated EBITDA as of the last

day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding plus (II) an amount equal to any reduction in the amount of Investments by Loan Parties in Restricted

Subsidiaries that are not Subsidiary Guarantors set forth in clause (b)(i) above after the Closing Date, and

(D) if such Investment shall be in the form of a loan or advance,

(1) such loan or advance shall be unsecured,

(2) in the case of a loan or advance owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party, shall be

subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent,

(3) if such loan or advance

shall be made by a Loan Party, shall be evidenced by a promissory note and such promissory note shall be pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Collateral Documents, and

(4) upon the reasonable request of the Administrative Agent, such loan or advance shall be subject to a Customary European

Intercreditor Agreement;

(i) any office located in the United States of any bank or trust company that is organized under the laws of the United States

or any state thereof and has capital surplus and undivided profits aggregating at least $100,000,000,

(ii) any Lender or

(iii) any foreign bank for which S&P or Moody’s issues a rating of

“A” or higher and which has capital surplus and undivided profits aggregating at least $100,000,000;

(d) Investments held by

Holdings or any Restricted Subsidiary in the form of Cash Equivalents;

(e) Permitted Acquisitions;

(f) Investments permitted pursuant to Section 8.02, 8.03, 8.05 or 8.07 (in each

case, other than by reference to this definition);

(g) Investments consisting of Permitted Swap Obligations;

(h) intercompany loans and advances to Holdings and the Restricted Subsidiaries pursuant to Section 8.02(e);

provided that such intercompany loans and advances

(i) shall be made for the purposes, and shall be subject to all

the applicable limitations set forth in, Section 8.02(e) and

(ii) shall be unsecured and

subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent;

(i) advances, loans or

extensions of credit to customers and suppliers or to employees, in the ordinary course of business by any Restricted Subsidiary;

(j)

other Investments in an aggregate amount not to exceed the greater of (x) $300,000,000 and (y) 20% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to

Section 7.01 at any time outstanding;

(k) Investments in a Receivables Subsidiary or relating to a Factoring Agreement

that, in the good faith determination of Holdings are necessary or advisable to effect any Receivables Facility or Factoring Agreement incurred in compliance with Section 8.02 hereof or any transaction in connection therewith;

provided that such Investment is in the form of a contribution of accounts receivable and the proceeds thereof and other assets customarily transferred in connection therewith or as equity;

(l) Investments in joint ventures engaged in any similar or adjacent line of business (or one reasonably ancillary or complementary thereto,

or which is a reasonable extension, development or expansion thereof) in an aggregate amount, taken together with all other Investments made pursuant to this clause (l) that are at that time outstanding, not to exceed the greater

of $250,000,000 and 20% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding;

(m) Investments in joint ventures in the fire safety industry or other business line of a Loan Party, or any similar or adjacent line of

business (or one reasonably ancillary or complementary thereto, or which is a reasonable extension, development or expansion thereof), in the ordinary course of business, where applicable law requires equity ownership and supervision of regulated

activities by licensed individuals employed by the Restricted Subsidiary and the Restricted Subsidiary maintains either majority or less than majority ownership of Equity Interests of the joint venture and the right to prohibit the joint venture

from engaging in material transactions and transactions outside of the ordinary course of business; and

(n) Investments not to exceed $75,000,000 in the aggregate consisting of Guarantees

in favor of customers of Holdings, the Restricted Subsidiaries or joint ventures to which Holdings, the Borrower or a Restricted Subsidiary is a party.

For all purposes of this Agreement, the amount of any Investment shall be the original costs of such Investment plus the cost of all additions thereto,

without adjustments for increases or decreases in value, write-ups, write-downs or write-offs with respect to such Investment, reduced by (without duplication of any reduction as a result of such Investment (or any portion thereof) deemed to no

longer be outstanding as of any date) any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by Holdings or a Restricted Subsidiary in respect of such Investment. For the avoidance of doubt, the

amount of any investment held for the benefit of, in trust or escrow for, a Foreign Plan, shall be zero.

The payment in the ordinary

course of business of a bona fide obligation owed by any Subsidiary to be paid by any other Subsidiary that would be permitted hereunder without the making of any Investment shall, to the extent effected in the form of an Investment, be deemed to be

a Permitted Investment.

“Permitted Junior Priority Refinancing Debt” means secured Indebtedness incurred by any

Loan Party in the form of one or more series of junior lien secured notes, bonds or debentures or junior lien secured loans; provided that

(a) such Indebtedness is secured by all or a portion of the Collateral on a junior priority basis to the Liens on the Collateral securing the

Obligations and is not secured by any property or assets other than the Collateral,

(b) such Indebtedness satisfies the applicable

requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” (provided that such Indebtedness may be secured by a Lien on the Collateral that ranks junior to the Liens on the

Collateral securing the Obligations, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness”),

(c) the holders of such Indebtedness (or their representative) and the Administrative Agent and/or the Collateral Agent shall become parties

to a Customary Intercreditor Agreement providing that the Liens on the Collateral securing such obligations shall rank junior to the Liens on the Collateral securing the Obligations and

(d) such Indebtedness is not at any time guaranteed by any Restricted Subsidiary that is not a Loan Party.

“Permitted Liens” means:

(a) in the case of Real Property, rent deposits, easements, restrictions, exceptions, reservations or defects which, individually or in the

aggregate, (i) do not materially interfere with the ordinary conduct of the business of Holdings or any Restricted Subsidiary at such Real Property and (ii) do not materially affect the value thereof;

(b) non-consensual Liens, if contested in good faith by appropriate proceedings and appropriate reserves are maintained, in accordance with

generally accepted accounting principles, with respect thereto;

and unemployment insurance and other social security legislation or similar legislation or to secure performance in connection with bids, tenders and contracts (other than contracts for the payment of borrowed money) to which Holdings or any

Restricted Subsidiary is a party;

(d) deposits to secure public or statutory obligations of Holdings or any Restricted Subsidiary;

(e) materialmen’s, landlords’, warehousemens’, mechanics’, carriers’, workmen’s or similar Liens arising

in the ordinary course of business, or deposits of cash or United States obligations to obtain the release of such Liens;

(f) deposits to

secure surety or performance bonds, trade contracts and leases (other than capital leases), indemnity agreements in connection therewith and other obligations of a like nature or appeal bonds in proceedings to which Holdings or any Restricted

Subsidiary is a party;

(g) Liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings with

adequate reserves on the books of Holdings or any Restricted Subsidiary with respect thereto in accordance with GAAP;

(h) Leases,

subleases or licenses of properties owned, leased or licensed by Holdings or any Restricted Subsidiary, in each case, entered into in the ordinary course of business so long as such Leases, subleases and licenses are subordinate in all respects to

the Liens granted and evidenced by the Collateral Documents and do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of Holdings or any Restricted Subsidiary, or

(ii) materially impair the use (for its intended purposes) or the value of the property subject thereto;

(i) Liens solely on any

cash earnest money deposits made by Holdings or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder;

(j) Liens 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;

(k) Non-exclusive licenses of patents, trademarks, trade secrets, and other

intellectual property rights granted by Holdings or any Restricted Subsidiary in the ordinary course of business, which do not interfere in any material respect with the business of Holdings or any Restricted Subsidiary;

(l) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting Real

Property which, in the aggregate, do not in any case materially interfere with the ordinary course of the business of Holdings or any Restricted Subsidiary;

(m) judgment Liens securing judgments not constituting an Event of Default under Article IX;

(n) Liens arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to, including obligations in

respect of Letters of Credit or bank Guarantees for the benefit of insurance carriers;

(o) bankers, liens, rights of setoff and other

similar Liens on deposits in one or more accounts maintained by Holdings or any Restricted Subsidiary, in each case, granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts

owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and arrangements;

(p) Liens in favor of Foreign Plans arising in the ordinary course of business;

(q) Liens in favor of Canadian Pension Plans arising in the ordinary course of business that would not reasonably be expected to result in a

Material Adverse Effect;

(r) Liens in favor of any Guarantor;

(s) Liens granted by any Restricted Subsidiary that is not a Loan Party in favor of any Restricted Subsidiary that is not a Loan Party; and

(t) Liens granted by A.P.I. pursuant to the A.P.I. Security Agreement.

“Permitted Refinancing Indebtedness” means Indebtedness issued or incurred (including by means of the extension or

renewal of existing Indebtedness) to the extent used to refinance, refund, extend, renew or replace existing Indebtedness (“Refinanced Indebtedness”); provided that

(a) the principal amount of such refinancing, refunding, extending, renewing or replacing Indebtedness is not greater than the principal

amount of such Refinanced Indebtedness plus the amount of any premiums or penalties and accrued and unpaid interest paid thereon and reasonable fees and expenses, in each case associated with such refinancing, refunding, extension, renewal or

replacement,

(b) such refinancing, refunding, extending, renewing or replacing Indebtedness has a final maturity that is no sooner than,

and a weighted average life to maturity that is no shorter than, such Refinanced Indebtedness,

Guarantees thereof are subordinated to the Obligations, such refinancing, refunding, extending, renewing or replacing Indebtedness and any Guarantees thereof remain so subordinated and shall have a lien priority no greater than the priority of the

liens securing the Refinanced Indebtedness to the Liens securing the Obligations in accordance with, and otherwise subject to, the terms of a Customary Intercreditor Agreement,

(d) if any Loan Party is an obligor in respect of such Refinanced Indebtedness immediately prior to such refinancing, refunding, extending,

renewing or replacing, any obligors in respect of such refinancing, refunding, extending, renewing or replacing Indebtedness must either (x) be a Loan Party or (y) have been an obligor in respect of such Refinanced Indebtedness immediately

prior to such refinancing, refunding, extending, renewing or replacing; provided, if a Loan Party organized in the United States of America or Canada is the primary obligor in respect of such Refinanced Indebtedness, the primary

obligor in respect of such refinancing, refunding, extending, renewing or replacing Indebtedness must be such Loan Party,

(e) (i) if such

Refinanced Indebtedness is secured, such refinancing, refunding, extending, renewing or replacing Indebtedness shall be (A) secured by only by property that secured such Refinanced Indebtedness (or a subset thereof) or (B) unsecured,

(ii) if such Refinanced Indebtedness is subject to an intercreditor agreement with the Indebtedness hereunder, such refinancing, refunding, extending, renewing or replacing Indebtedness if secured, shall be subject to a Customary Intercreditor

Agreement or Customary European Intercreditor Agreement, as appropriate, and (iii) if such Refinanced Indebtedness is unsecured, such refinancing, refunding, extending, renewing or replacing Indebtedness is unsecured and

(f) such refinancing, refunding, extending, renewing or replacing Indebtedness contains

covenants and events of default and is benefited by Guarantees, if any, which, taken as a whole, are determined in good faith by a Responsible Officer of the Borrowers to not be materially less favorable to the Borrowers or the applicable Restricted

Subsidiary and the than the covenants and events of default or Guarantees, if any, in respect of such Refinanced Indebtedness.

“Permitted Sale Leaseback Transaction” has the meaning specified in Section 8.13.

“Permitted Swap Obligations” means all obligations (contingent or otherwise) of Holdings or any Restricted

Subsidiary existing or arising under Swap Contracts, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities,

commitments or assets held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person in conjunction with a securities repurchase program not otherwise prohibited hereunder, and not for purposes of

speculation or taking a “market view”.

“Permitted Unsecured Refinancing Debt” means unsecured

Indebtedness incurred by any Loan Party in the form of one or more series of senior unsecured notes, bonds or debentures or loans; provided that (a) such Indebtedness satisfies the applicable requirements set forth in the provisos

in the definition of “Credit Agreement Refinancing Indebtedness” and (b) such Indebtedness is not at any time guaranteed by any Restricted Subsidiary that is not a Loan Party.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association,

company, partnership, Governmental Authority or other entity.

“Personal Property Security Act” means the

Personal Property Security Act of the Province of Ontario (or of any other applicable province or territory of Canada), as such legislation may be amended, renamed or replaced from time to time, and includes all regulations from time to time

made under such legislation.

“PIPE Preferred Stock” means the 5.5% Series B Perpetual Convertible Preferred

Stock issued by Holdings on or about the 2021 Incremental Effective Date.

“Plan” means any “employee

benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Multiemployer Plan, Canadian Pension Plan or Foreign Plan, that is established, sponsored, maintained or contributed to by, or under which Holdings or any

Restricted Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate, in any case, has any liability or obligation, whether fixed or contingent.

“Platform” has the meaning specified in Section 7.02.

“Pledge and Security Agreement” means the Pledge and Security Agreement, dated as of the Closing Date, executed by

each of the Loan Parties (other than the Canadian Subsidiaries) and the Administrative Agent for the benefit of the holders of the Obligations, as may be further amended or modified from time to time in accordance with the terms hereof.

“Pledged Collateral” has the meaning assigned to it in each applicable Collateral Document.

“Pounds Sterling” and the symbol “£”

means the lawful currency of the United Kingdom.

“primary obligor” has the meaning specified in the definition

of “Guarantee”.

“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).

“Prohibition” has the meaning specified in Section 4.09.

“Pro Forma Basis” means, with respect to compliance with any test or covenant hereunder, compliance with such

covenant or test after giving effect to any proposed incurrence of Indebtedness, Permitted Acquisition, Asset Sale (which relates to assets meeting the definition of clause (c) of the definition of “Investments”), the

making of any Restricted Payment, Investment, Disposition or any designation of any Restricted Subsidiary as an Unrestricted Subsidiary or any Subsidiary Redesignation (including pro forma adjustments arising out of events which are directly

attributable to the proposed transaction, are factually supportable and are expected to have a continuing impact, in each case which adjustments (a) are based on reasonably detailed written assumptions reasonably acceptable to the

Administrative Agent and (b) are certified by a Responsible Officer of Holdings as having been prepared in good faith based upon reasonable assumptions) or other payment or event subject to a test or covenant hereunder using, for purposes of

determining such compliance, the historical financial statements of all entities or assets so acquired, sold or otherwise tested hereunder, or to be acquired, sold or tested hereunder, and the consolidated financial statements of Holdings and the

Restricted Subsidiaries which shall be reformulated as if such transaction or other event subject to testing, and any other such transactions or events subject to testing that have been consummated or occurred during the period, and any Indebtedness

or other liabilities incurred in connection with any such Permitted Acquisitions had been consummated and incurred at the beginning of such period.

“Pro Forma Compliance” means, at any date of determination, that Holdings shall be in pro forma compliance with the

covenant set forth in Section 8.10 to the extent (unless otherwise stated herein to the contrary) that such covenant shall be applicable to Holdings at such time, as of the last day of the most recent fiscal quarter end (computed

on the basis of (a) balance sheet amounts as of the most recently completed fiscal quarter, and (b) income statement amounts for the most recently completed period of four consecutive fiscal quarters, in each case, for which financial

statements shall have been delivered to the Administrative Agent and calculated on a Pro Forma Basis in respect of the event giving rise to such determination).

“Pro Forma Financial Statements” means a pro forma consolidated capitalization table as of September 30, 2019

and related pro forma consolidated calculations of adjusted Consolidated EBITDA of Holdings as of and for the 12-month period ending June 30, 2019 prepared after giving effect to the Transactions as if such transactions had occurred as of such

date (in the case of such capitalization table) or at the beginning of such period (in the case of such calculations of adjusted Consolidated EBITDA).

“Pro Rata Share” means,

(a) with respect to each Term Loan Lender at any time, a percentage (carried out to the

ninth decimal place) of the principal amount of the Term Loans or any Tranche of Term Loans, as the case may be, funded by such Term Loan Lender and

(b) with respect to each Revolving Credit Lender with respect to the Revolving Credit Loans, or any Tranche thereof, at any time, a percentage

(carried out to the ninth decimal place), the numerator of which is the amount of the Revolving Credit Commitment of such Revolving Credit Lender at such time and the denominator of which is the amount of the Total Revolving Credit Commitments at

such time; provided that if the commitment of each Revolving Credit Lender to make Loans, the commitment of each

Swingline Lender to make Swingline Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02, then the Pro Rata Share

of each Revolving Credit Lender shall be determined based on the Pro Rata Share of such Revolving Credit Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

The initial Pro Rata

Share of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“property” means any right, title or interest in or to property or assets of any kind whatsoever, whether real,

personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any Person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption

may be amended from time to time.

“Public Lender” has the meaning specified in Section 7.02.

“QFC” has the meaning specified in Section 11.25(b).

“QFC Credit Support” has the meaning specified in Section 11.25.

“Qualified Acquisition” means any Permitted Acquisition, if the consideration (including non-cash consideration

(including the assumption of any liabilities and obligations), earnout, deferred compensation arrangements or similar payments) for such Permitted Acquisition is in excess of $750,000,000 (as determined by the Borrower in good faith and in

consultation with the Administrative Agent); provided that, following the occurrence of a Qualified Acquisition, no subsequent Qualified Acquisition shall be deemed to have occurred or to exist unless and until the First Lien Net

Leverage Ratio is less than or equal to 3.75 to 1.00 as of the end of any two consecutive fiscal quarters following the occurrence of such initial Qualified Acquisition.

“Qualified ECP Guarantor” means, in respect of any Swap Obligations, each Loan Party that has total assets exceeding

$10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity

Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange

Act.

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or

other estate) in and to any and all parcels of or interests in Real Property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating

thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Receivables Facility” means any of one or more customary market

receivables financing facilities, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities

made in connection with such facilities) to Holdings or any Restricted Subsidiary (other than a Receivables Subsidiary) pursuant to which Holdings or any Restricted Subsidiary sells its accounts receivable to either (a) a Person that is not an

Affiliate of Holdings or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not an Affiliate of Holdings.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more

Receivables Facilities and other activities reasonably related thereto.

“Recovery Event” means any settlement

of or payment in respect of any property or casualty insurance claim or any taking under power of eminent domain or by condemnation or similar proceeding of or relating to any property or asset of Holdings or any Restricted Subsidiary (excluding, in

each case, business interruption insurance claims) provided that any recovery event described above having a value not in excess of $5,000,000 in any single transaction or series of related transactions shall be deemed not to be a

“Recovery Event” for purposes of this Agreement.

“Reference Date” has the meaning

specified in the definition of “Available Amount”.

“Refinanced Debt” has the meaning specified in

the definition of “Credit Agreement Refinancing Indebtedness.”

“Refinanced Indebtedness” has the

meaning specified in the definition of “Permitted Refinancing Indebtedness.”

“Refinancing Incremental Revolving

Credit Commitments” has the meaning assigned to such term in Section 2.14(a).

“Refinancing

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

“Register” has the meaning set forth in Section 11.06(c).

“Regulation” means the Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings.

“Reinvestment Period” has the meaning specified in the definition of “Net Cash Proceeds”.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors,

trustees, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal,

discharge, dispersal, dumping, leaching or migration of Hazardous Materials into or through the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous

Materials), including the movement of any Hazardous Materials through the air, soil, surface water or groundwater. “Released” has a meaning correlative thereto.

“Relevant Governmental Body” means (a) with respect to a

Benchmark Replacement in respect of Dollars, the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the

Federal Reserve Bank of New York, or any successor thereto and (b) with respect to a Benchmark Replacement in respect of any Alternative Currency, (1) the central bank for the currency in which such amounts are denominated hereunder or any

central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (2) any working group or committee officially endorsed or convened

by (A) the central bank for the currency in which such amounts are denominated, (B) any central bank or other supervisor that is responsible for supervising either (i) such Benchmark Replacement or (ii) the administrator of such

Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part thereof.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which

the 30-day notice period has been waived.

“Repricing Transaction” means the prepayment, refinancing,

substitution or replacement of all or a portion of the Amendment No. 9 Term Loans with the incurrence by Holdings or any Restricted Subsidiary of any new or replacement tranche of term loans bearing interest at an “effective”

interest rate (with the comparative determinations to be made by the Administrative Agent consistent with generally accepted financial practices, after giving effect to, among other factors, margin, interest rate floors, upfront or similar fees or

original issue discount shared with all providers of such financing, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such bank loans, and

without taking into account any fluctuations in Adjusted Term SOFR) that is less than the “effective” interest rate (as determined by the Administrative Agent on the same basis) of such Amendment No. 9 Term Loans, including

as may be effected through any amendment to this Agreement relating to the “effective” interest rate of such Amendment No. 9 Term Loans.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a

Committed Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of Credit Application.

“Required Foreign

Subsidiary” means any Restricted Subsidiary that is organized under the laws of England and Wales, Hong Kong or the Netherlands (excluding any Excluded Subsidiary).

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of (a) the

Term Loans, (b) the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition) and

(c) the aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes

of making a determination of Required Lenders.

their consent on the

same date or in the same instrument) the effectiveness of which are contingent upon obtaining the consent of the Required Lenders.

“Required Prepayment Percentage” means

(a) in the case of any Asset Sale or Recovery Event, 100% or, if on the date of the applicable prepayment, the First Lien Net Leverage Ratio

is less than or equal to 2.75 to 1.00 but greater than 2.25 to 1.00, 50%, or if on the date of the applicable prepayment, the First Lien Net Leverage Ratio is less than or equal to 2.25 to 1.00, 0%;

(b) in the case of any issuance or other incurrence of Indebtedness (except as incurred pursuant to Section 8.02), 100%;

(c) in the case of any Excess Cash Flow, 50%, or, if on the date of the applicable prepayment, the First Lien Net Leverage Ratio is less

than or equal to 2.75 to 1.00 but greater than 2.25 to 1.00, 25%, or if on the date of the applicable prepayment, the First Lien Net Leverage Ratio is less than or equal to 2.25 to 1.00, 0%; and

(d) in the case of any Permitted Sale Leaseback Transaction, 100%.

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

Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial

officer, chief operating officer, treasurer or assistant treasurer or corporate secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been

authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Group” means, collectively, Holdings and the Restricted Subsidiaries.

“Restricted Group Reconciliation Statement” means, with respect to any consolidated balance sheet or statement of

income, stockholders equity and cash flows of Holdings and its Subsidiaries, such financial statement (in substantially the same form) prepared on the basis of consolidating the accounts of Holdings and the Restricted Subsidiaries and treating

Subsidiaries other than Restricted Subsidiaries as if they were not consolidated with Holdings and otherwise eliminating all accounts of Subsidiaries other than Restricted Subsidiaries, together with an explanation of reconciliation adjustments in

reasonable detail.

“Restricted Payment” means

(a) any dividend or other payment or distribution (except dividends or distributions payable solely in shares of such Person’s common

stock or to Holdings or any Restricted Subsidiary) with respect to any capital stock or other Equity Interest of Holdings 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, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest (other than any such capital stock or other Equity Interests owned by

Holdings or any Restricted Subsidiary), or on account of any return of capital to the stockholders, partners or members (or the equivalent Persons thereof) of any Restricted Subsidiary,

(b) any Investment other than a Permitted Investment and

scheduled maturity thereof in any manner, or payment in violation of any applicable subordination terms, in each case, with respect to (i) any Indebtedness that is secured by a second priority Lien on the assets of Holdings or any Restricted

Subsidiary and (ii) any Indebtedness that is subordinated in right of payment to the Obligations.

“Restricted

Subsidiary” means any Subsidiary of Holdings that is not an Unrestricted Subsidiary.

“Retained Declined

Proceeds” has the meaning specified in Section 2.05(b)(vii).

“Revolving Credit

Borrowing” means a Revolving Credit Borrowing in respect of the Initial Revolving Credit Commitments or any borrowing under any Extended Revolving Credit Tranche consisting of simultaneous Revolving Credit Loans of the same Type and,

in the case of Term SOFR Loans or Eurocurrency Rate Loans, having the same Interest Period.

“Revolving Credit

Commitment” means the Initial Revolving Credit Commitment and any Extended Revolving Credit Commitments, as the context may require, and “Revolving Credit Commitments” means all of them, collectively.

“Revolving Credit Facility” means the Initial Revolving Credit Facility and any Extended Revolving Credit Tranche,

as the context may require.

“Revolving Credit Lender” means, at any time, any Lender (including the

Swingline Lenders) that has a Revolving Credit Commitment or an outstanding Revolving Credit Loan at such time.

“Revolving Credit Loan” means the Initial Revolving Credit Loans and any Extended Revolving Credit Loans, as the

context may require.

“Revolving Credit Maturity Date” means, with respect to any Initial Revolving Credit Loan,

the Initial Revolving Credit Maturity Date, and with respect to any Revolving Credit Loan under any Extended Revolving Credit Tranche, the earlier of the maturity date set forth in the applicable Extension Amendment and the date of termination in

whole of the Extended Revolving Credit Commitments in respect of such Extended Revolving Credit Tranche and the Letter of Credit Commitments pursuant to Section 2.06 or 9.02.

“Revolving Credit Note” has the meaning specified in Section 2.11(a).

“RFR” means, for any Obligations consisting of any interest, fees or other amounts denominated in Pounds Sterling,

SONIA.

“RFR Administrator’s Website” means the SONIA Administrator’s Website.

“RFR Business Day” means for any Obligations, interest, fees, commissions or other amounts denominated in, or

calculated with respect to Sterling, any day except for (a) a Saturday, (b) a Sunday or (c) a day on which banks are closed for general business in London.

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

“RFR Rate Day” has the meaning assigned to such term in the definition of “Daily Simple RFR”.

“S&P” means Standard & Poor’s Ratings Services,

a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“Sanctioned Country” means any country

or territory that may, from time to time, be the target of Sanctions (presently, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic or the so-called Luhansk People’s Republic).

“Sanctioned Person” means any Person that is the target of Sanctions, including: (a) any Person listed in any

list of designated Persons maintained by OFAC or other applicable U.S. or non-U.S. authority under Sanctions; (b) any Person 50% or more owned or, where relevant under applicable Sanctions, controlled by any such Person or Persons or acting for

or on behalf of such Person; or (c) any person organized or ordinarily resident in a Sanctioned Country.

“Sanctions” means comprehensive economic or financial sanctions or trade embargoes imposed, administered or enforced

from time to time by (a) the U.S. government, including those administered by the OFAC, (b) the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom or (c) the government of Canada

(including, without limitation, Foreign Affairs, Trade and Development Canada and Public Safety Canada).

“Scheduled

Unavailability Date” has the meaning specified in Section 3.03(b).

“SEC” means

the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second

Lien Indebtedness” has the meaning specified in Section 8.01(h).

“Section 2.16 Additional

Amendment” has the meaning specified in Section 2.16(c).

“Secured Hedge Agreement”

means any Swap Contract that is entered into by and between any Loan Party and any Hedge Bank.

“Secured

Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, the Swingline Lenders, the Hedge Banks, the Lender Counterparties, each co-agent or sub-agent appointed by the Agents

from time to time pursuant to Section 10.01(b) and any other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“Secured Treasury Management Agreement” any Treasury Management Agreement that is entered into by and between any

Loan Party and any Lender Counterparty or any agreement governing a Designated Pari Passu Facility between a Foreign Subsidiary and a Lender Counterparty.

“Senior Secured Net Leverage Ratio” means as of any date of determination, the ratio of

(a) Consolidated Senior Secured Debt as of such date minus the unrestricted cash and Cash Equivalents of Holdings and the Restricted

Subsidiaries as of such date to

(b) Consolidated EBITDA for the period of the four fiscal quarters most recently ending on such date.

“Significant Subsidiary” means, at any date of determination, any

Restricted Subsidiary that, either individually or together with its subsidiaries which qualify as Restricted Subsidiaries, taken as a whole, has

(a) revenues in an amount equal to at least 10% of the consolidated revenues of Holdings and its Subsidiaries for the most recently completed

fiscal quarter for which the Lenders have received financial statements of Holdings and its Subsidiaries pursuant to Section 7.01(a) or 7.01(b),

(b) assets in an amount equal to at least 10% of the Consolidated Total Assets of Holdings and its Subsidiaries as of the last day of the most

recently completed fiscal quarter for which the Lenders have received financial statements of Holdings and its Subsidiaries pursuant to Section 7.01(a) or 7.01(b), or

(c) earnings in an amount equal to at least 10% of the consolidated net earnings of Holdings and its Subsidiaries for the most recently

completed fiscal quarter for which the Lenders have received financial statements of Holdings and its Subsidiaries pursuant to Section 7.01(a) or 7.01(b), in each case determined in accordance with GAAP for such

period.

“SK FireSafety Group Acquisition” means the acquisition on October 1, 2020 by Holdings or any

Wholly-Owned Restricted Subsidiary of SK FireSafety Group through the acquisition of all of the outstanding shares in the capital of Hephaestus III B.V., a besloten vennootschap met beperkte aansprakelijkheid (private limited liability

company) incorporated under the laws of the Netherlands.

“SOFR” means a rate per annum equal to the secured

overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at

http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time).

“Solvent” and “Solvency” mean, with respect to any Person on 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, without

limitation, contingent liabilities, of such Person,

(b) the present fair salable value of the assets of such Person is not less than the

amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured,

Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and

(d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such

Person’s property would constitute an unreasonably small capital.

The amount of contingent liabilities at any time shall be

computed as the amount that, in the light of all 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 RFR Business Day, a rate per

annum equal to the Sterling Overnight Index Average for such RFR Business Day published by the SONIA Administrator on the SONIA Administrator’s Website.

“SONIA Adjustment” means 0.1193 % per annum.

“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.

“SPC” has the meaning specified in Section 11.06(b)(vii).

“Specified Acquisition Agreement Representations” means the representations made with respect to APi and its

Subsidiaries in the APi Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Holdings has (or Holding’s Affiliate has) the right (taking into account any applicable cure provisions) to terminate

Holding’s (or its Affiliate’s) obligations to consummate the APi Acquisition (or to decline to consummate the APi Acquisition) under the APi Acquisition Agreement as a result of a breach of such representations.

“Specified Equity Proceeds” means the proceeds of the PIPE Preferred Stock.

“Specified Existing Tranche” has the meaning specified in Section 2.16(a).

“Specified Representations” means the representations and warranties set forth in Sections 6.01(a),

6.01(b) (solely as to the execution, delivery and performance of the Loan Documents), 6.02 (solely as to due authorization), 6.02(a), 6.04, 6.14, 6.18,

6.20 (subject to the proviso at the end of Section 5.01(b), 6.23(a) (solely as to the use of proceeds of the Loans on the Closing Date and compliance with the Patriot Act), 6.23(c) (solely

as to the use of proceeds of the Loans on the Closing Date) and 6.24.

“Statutory Reserves” 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 percentages (including any marginal, special, emergency or supplemental reserves)

expressed as a decimal established by the Board of Governors of the Federal Reserve System of the United States of America and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch,

Affiliate or other fronting office making or holding a Loan) is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Eurocurrency Rate Loans 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 such Regulation D or any comparable

regulation. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other

business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the

happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references

herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantor” means, collectively, the Restricted

Subsidiaries listed on Schedule 1.01(f) and each other Restricted Subsidiary that shall be required to execute and deliver a Subsidiary Joinder Agreement pursuant to Section 7.12.

“Subsidiary Joinder Agreement” means a joinder agreement substantially in the form of Exhibit F or

such other form approved by the Administrative Agent, executed and delivered by a Restricted Subsidiary in accordance with the provisions of Section 7.12.

“Subsidiary Redesignation” has the meaning set forth in the definition “Unrestricted Subsidiary”.

“Successor Company” has the meaning specified in Section 8.03(f).

“Successor Rate” has the meaning specified in Section 3.03(b).

“Successor Rate Conforming Changes” has the meaning specified in Section 3.03(d).

“Supported QFC” has the meaning specified in Section 11.25.

“Survey” means a survey of any Mortgaged Property (and all improvements thereon) which is

(a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located,

(ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred

within six months prior to such date of delivery any exterior construction on the site of such Mortgaged Property or any easement, right of way or other interest in the Mortgaged Property has been granted or become effective through operation of law

or otherwise with respect to such Mortgaged Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall

not have been completed as of such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the Mortgaged Property,

(iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent,

the Collateral Agent and the Title Company,

(iv) complying in all material respects with the minimum detail requirements

of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and

(v) sufficient for the Title Company to remove all standard survey exceptions from the title insurance policy (or commitment)

relating to such Mortgaged Property and issue the endorsements of the type required by Section 7.12(b) or

(b)

otherwise reasonably acceptable to the Collateral Agent.

“Swap Contract” means

(a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity

options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate swaps and options, forward

foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of

any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and

(b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any

form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a

“Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to Holdings or any Restricted Subsidiary, 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.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect

of any legally enforceable netting agreement relating to such Swap Contracts,

(a) for any date on or after the date such Swap Contracts

have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and

(b) for any date prior

to the date referenced in the preceding clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any

recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swingline

Borrowing” means a borrowing consisting of simultaneous Swingline Loans of the same Type.

“Swingline Commitment” means the obligation of (a) Citibank, N.A., to make Swingline Loans pursuant

to Section 2.18 in an aggregate principal amount at any one time outstanding not to exceed $25,000,000, (b) Bank of America, N.A., to make Swingline Loans pursuant to Section 2.18 in an aggregate principal amount at any one time

outstanding not to exceed $25,000,000, and (c) JPMorgan Chase Bank, N.A., to make Swingline Loans pursuant to Section 2.18 in an aggregate principal amount at any one time outstanding not to exceed $25,000,000.

“Swingline Lenders” means, collectively, Citibank, N.A., Bank of America, N.A. and JPMorgan Chase Bank,

N.A., each in their capacity as lender of Swingline Loans, or any other Revolving Credit Lender approved by the Borrower and that agrees in writing to act in such capacity.

“Swingline Loans” has the meaning specified in Section 2.18.

“Swingline Loan Note” has the meaning specified in Section 2.11(a).

“Swingline Participation Amount”: as defined in Section 2.18(f).

“Swingline Sublimit” means $75,000,000. The Swingline

Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Synthetic Lease Obligation”

means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations

that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Target Operating Day” means any date that is not (a) a Saturday or Sunday, (b) Christmas Day or New

Year’s Day or (c) any other day on which the Trans-European Real-time Gross Settlement Express Transfer payment system (or any successor settlement system) is not operating (as determined by the Administrative Agent).

“Tax Compliance Certificate” has the meaning specified in Section 11.14(a).

“Taxes” has the meaning specified in Section 3.01(a).

“Term Loan” means an Initial Term Loan, a New Term Loan (including any 2020 Incremental Term Loan, any 2021

Incremental Term Loan and any Amendment No. 9 Term Loan) and/or an Extended Term Loan, as the context may require.

“Term Loan Borrowing” means a Borrowing comprised of Initial Term Loans or New Term Loans, as the context may

require.

“Term Loan Commitment” means an Initial Term Loan Commitment or a New Term Loan Commitment (including

any 2020 Incremental Term Loan Commitment, any 2021 Incremental Term Loan Commitment and any Amendment No. 9 Term Loan Commitment), as the context may require.

“Term Loan Facility” means the Initial Term Loan Facility or any New Term Loan Facility (including the 2020

Incremental Term Loan Facility, the 2021 Incremental Term Loan Facility and the Amendment No. 9 Term Loan Facility), as the context may require.

“Term Loan Lender” means an Initial Term Loan Lender or a Lender in respect of a New Term Loan Facility (including

any 2020 Incremental Term Loan Lender, any 2021 Incremental Term Loan Lender and any Amendment No. 9 Term Lender), as the context may require.

“Term Loan Maturity Date” means the Initial Term Loan Maturity Date, any New Term Loan Maturity Date (including the

2020 Incremental Term Loan Maturity Date, the 2021 Incremental Term Loan Maturity Date and the Amendment No. 9 Term Loan Maturity Date) or, with respect to any Extended Term Loan, the maturity date set forth in the applicable

Extension Amendment, as the case may be.

“Term Loan Note” has the meaning specified in

Section 2.11(a).

“Term SOFR” means,

(a) for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable

Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by

the Term

SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been

published by the Term SOFR Administrator and a Benchmark Transition Event with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator

on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more

than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b)

for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term SOFR Determination Day”) that is two (2) U.S. Government Securities

Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor

has not been published by the Term SOFR Administrator and a Benchmark Transition Event with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR

Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day

is not more than three (3) U.S. Government Securities Business Days prior to such ABR SOFR Determination Day.

“Term SOFR

Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to

clause (c) of the definition of “Base Rate”.

“Term SOFR Reference Rate” means the rate per

annum determined by the Administrative Agent as the forward-looking term rate based on SOFR.

“Test Period”

means a period of four consecutive fiscal quarters.

“Threshold Amount” means $300,000,000.

“Title Company” means Chicago Title Insurance Company or any other title insurance company as shall be retained by

Borrowers and reasonably acceptable to the Administrative Agent.

“Title Policy” shall have the meaning assigned

to such term in Section 7.12(b)(i).

“Total Net Leverage Ratio” shall mean, on any date of

determination, the ratio of

(a) Consolidated Indebtedness on such date minus the unrestricted cash and Cash Equivalents of

Holdings and the Restricted Subsidiaries as of such date to

(b) Consolidated EBITDA for the period of four fiscal quarters most recently

ending on such date.

“Total Outstandings” means the aggregate Outstanding Amount of all

Revolving Credit Loans, Swingline Loans and all L/C Obligations.

“Total Revolving Credit Commitment”

means, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time. The aggregate amount of Total Revolving Credit Commitment on the Amendment No. 9 Effective Date is $1,000,000,000.

“Trade Date” has the meaning specified in Section 11.06(b)(vi)(B).

“Tranche” means (a) with respect to Term Loans or commitments, refers to whether such Term Loans or commitments

are (1) Initial Term Loans or Initial Term Loan Commitments, (2) New Term Loans with the same terms and conditions made on the same day and increased from time to time or (3) Extended Term Loans (of the same Extended Tranche) and

(b) with respect to Revolving Credit Loans or commitments, refers to whether such Revolving Credit Loans or commitments are (1) Initial Revolving Credit Commitments or Initial Revolving Credit Loans or (2) Extended Revolving Credit

Loans or Extended Revolving Credit Commitments (of the same Extended Tranche).

“Transactions” means

(a) the borrowing of the Loans on the Closing Date, (b) the Borrower Equity Contribution, (c) the Committed Warrant Exchange and Rollover, (d) the Non-Founder Warrant Exchange, if any, (e) the APi Acquisition and

(f) the Existing Credit Agreement Refinancing and the payment of fees, costs and expenses in connection therewith.

“Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services,

including deposit accounts, pool accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation, credit cards and reporting and trade finance services.

“Triggering Event” shall have the meaning set forth in Section 8.10(a).

“Type” means, with respect to a Loan, its character as a Base Rate Loan, a Term SOFR Loan, a Eurocurrency Rate Loan

or an RFR Loan.

“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 Insolvency Event” means, in relation to any UK Loan Party, (a) such entity (i) is unable or admits an

inability to pay its debts as they fall due, (ii) is declared to be unable to pay its debts under applicable law, (iii) suspends making payments on any of its debts, or (iv) by reason of actual or anticipated financial difficulties,

commences negotiations in writing with one or more of its creditors (excluding the Lenders in their capacity as such) with a view to rescheduling any of its indebtedness; (b) a moratorium is declared in respect of any indebtedness of any such

entity (and if a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium); (c) (i) any resolution is passed or order made for a moratorium of any indebtedness, the winding-up,

dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise, other than a solvent reconstruction) of that UK Loan Party, (ii) any composition, compromise, assignment or arrangement with any

creditor of that UK Loan Party, (iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any such entity or any of such entity’s assets, or

(iv) any analogous procedure or step is taken in any jurisdiction, unless in each case under this paragraph (c), such action is permitted under this Agreement, or such winding-up petition is frivolous or vexatious and is discharged stayed or

dismissed within 30 days of commencement.

“UK Loan Party” means any Loan Party incorporated in or organized

under the laws of England and Wales.

“UK Pensions Regulator” means the body corporate known as the Pensions

Regulator and established by Part 1 of the UK Pensions Act 2004 (or any successor or replacement body from time to time).

“UK

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

“Unaudited Financial Statements of APi” means the unaudited consolidated balance sheet of APi for the six-month

period ended June 30, 2019 and the related consolidated statements of income and cash flows for such period.

“Unaudited

Financial Statements of Holdings” means the unaudited statement of financial position of Holdings for the six-month period ended February 28, 2019 and the related statements of comprehensive income (loss), changes in equity and

cash flows for such period.

“Uniform Commercial Code” and “UCC” mean (i) the

Uniform Commercial Code as the same may from time to time be in effect in the State of New York or (ii) the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or

items of Collateral. References in this Agreement and the other Loan Documents to specific sections of the Uniform Commercial Code are based on the Uniform Commercial Code as in effect in the State of New York on the Closing Date. In the event such

Uniform Commercial Code is amended or another Uniform Commercial Code described in clause (ii) is applicable, such section reference shall be deemed to be references to the comparable section in such amended or other Uniform Commercial Code.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Subsidiary” means

(a) any Subsidiary of Holdings designated by Holdings as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent;

provided that Holdings shall only be permitted to so designate an Unrestricted Subsidiary after the Closing Date and so long as

(i) no Default or Event of Default has occurred and is continuing or would result therefrom,

(ii) immediately after giving effect to such designation, Holdings shall be in Pro Forma Compliance with the financial covenant

set forth in Section 8.10 (whether or not such covenant is then applicable),

(iii) such Unrestricted Subsidiary shall be capitalized (to the extent

capitalized by Holdings or any Restricted Subsidiary) through Investments as permitted by, and in compliance with, Section 8.05,

(iv) without duplication of the preceding clause (iii), any assets owned by such Unrestricted Subsidiary at the time of

the initial designation thereof shall be treated as Investments pursuant to Section 8.05, and

(v)

Holdings shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of Holdings, certifying compliance with the requirements of the preceding clauses (i) through (v), and

containing the calculations required by the preceding clause (ii) and

(b) any Subsidiary of an Unrestricted Subsidiary.

Holdings may designate any Unrestricted Subsidiary to be a Restricted Subsidiary for purposes of this Agreement by written notice to the Administrative Agent (each, a “Subsidiary Redesignation”); provided that

(A) no Default or Event of Default has occurred and is continuing or would result therefrom,

(B) immediately after giving effect to such Subsidiary Redesignation, Holdings shall be in Pro Forma Compliance with the

financial covenant set forth in Section 8.10 (whether or not such covenant is then applicable),

Indebtedness of the applicable Subsidiary and any Liens encumbering its property existing as of the time of such Subsidiary Redesignation shall be deemed newly incurred or established, as applicable, at such time, and

(D) Holdings shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of Holdings,

certifying compliance with the requirements of the preceding clauses (A) and (B), and containing the calculations required by the preceding clause (B).

Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an

Unrestricted Subsidiary. No Borrower or any Subsidiary of Holdings that is a direct or indirect parent of any Borrower may be designated as an Unrestricted Subsidiary. No Unrestricted Subsidiary shall own any intellectual property that is used in

and material to the operation of the business of any of the Loan Parties. Notwithstanding any provision of the Loan Documents, actions taken directly by an Unrestricted Subsidiary will not be deemed to have been taken, directly or indirectly, by

Holdings or any Restricted Subsidiary.

“Unsecured Intercreditor Agreement” means the Intercreditor Agreement,

dated as of the 2021 Incremental Amendment Funding Date, between the Collateral Agent, the Original Unsecured Notes Trustee (as defined therein) and the other parties thereto from time to time.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or

(c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Special Resolution Regimes” has the meaning specified in Section 11.25.

“US Borrower” means any Borrower that is treated as a United

States person within the meaning of Section 7701(a)(30) of the Code.

“US Subsidiary” means any Restricted

Subsidiary that is organized under the laws of any political subdivision of the United States.

“Valuation Date”

means (i) in connection with borrowing any Revolving Credit Loan, the date two Business Days prior to the making, continuing or converting of any Revolving Credit Loan, (ii) in connection with the repayment of any Revolving Credit Loan,

the date of such repayment and (iii) in connection with any other determination of the Dollar Equivalent of any amount, the date of such determination.

“Voluntary Prepayment” means a prepayment of principal of Term Loans pursuant to Section 2.05(a)

in any year to the extent that such prepayment reduces the scheduled installments of principal due in respect of Term Loans as set forth in Section 2.07 in any subsequent year.

“Wholly-Owned Restricted Subsidiary” means any Restricted Subsidiary all of the Equity Interests in which (except

directors’ qualifying shares) are, at the time, directly or indirectly owned by Holdings.

“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.

“Yield” means, with respect to any Term Loan or New Term Loan, as the case may be, on

any date of determination as reasonably determined by the Administrative Agent in consultation with Holdings and consistent with generally accepted financial practices, the sum of (x) any interest rate margin applicable to such Indebtedness,

(y) if such Indebtedness is initially issued at a discount or the lenders making the same receive up-front fees (other than customary arrangements and commitment fees and, if applicable, consent fees for amendments) directly or indirectly from

or on behalf of the borrower thereunder for doing so (the amount of such discount or fee, expressed as a percentage of the applicable Indebtedness, being referred to herein as “OID”), the amount of such OID divided by the

lesser of (A) the average life to maturity of such Indebtedness and (B) four and (z) Term SOFR (or a Benchmark Replacement in respect thereof) or Base Rate “floor”.

“Yield Differential” has the meaning specified in Section 2.14(d).

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise

specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms

of the defined terms.

(b) (i) The words “herein,” “hereto,”

“hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(iii) The term “including” is by way of example and not limitation.

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports,

financial statements and other writings, however evidenced, whether in physical or electronic form.

time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;”

and the word “through” means “to and including.”

(d) Section headings herein and in the other Loan

Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms.

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data

(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner

consistent with that used in preparing the Audited Financial Statements of APi, except that the Audited Financial Statements of Holdings and the Unaudited Financial Statements of Holdings were prepared in accordance with IFRS and as otherwise

specifically prescribed herein.

(b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement

set forth in any Loan Document, and either Holdings or the Required Lenders shall so request, the Administrative Agent, the Lenders and Holdings shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof

in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein

and (ii) Holdings shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such

ratio or requirement made before and after giving effect to such change in GAAP. Any change in GAAP occurring after, but not including, December 31, 2018 that would require on or after January 1, 2019 a lease liability of Holdings for

operating leases to be treated as a capital lease or an on-balance sheet asset or on-balance sheet liability shall be disregarded for the purposes of determining Indebtedness and any financial ratio or compliance or covenant requirement contained in

any Loan Document.

statements of APi, including the Audited Financial Statements of APi will be revised to comply with GAAP applicable to public companies (such revised financial statements being referred to herein as the “Public Company Financial

Statements”). In preparing the Public Company Financial Statements, it is anticipated that APi will need to apply certain accounting standards under GAAP that were not applicable to the historical financial statements of APi. It is anticipated

that the expected differences are as follows:

(i) the application of ASC 606 (related to revenue recognition), anticipated

to be adopted as of January 1, 2018, using the modified-retrospective method of adoption;

(ii) the application of ASC 842 (related to leases), anticipated to be

applied prospectively as of January 1, 2019; and

(iii) the anticipated restatement of goodwill to (a) separately

classify certain amounts as customer relationship intangible assets, (b) to reverse the effects of amortizing goodwill, and (c) adjust for any impairment charges not previously recorded under the private company standards.

1.04 Rounding. Any financial ratios required to be maintained by Holdings pursuant to this Agreement shall be calculated

by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if

there is no nearest number).

1.05 References to Agreements and Laws. Unless otherwise expressly provided herein,

(a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto,

but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions

consolidating, amending, replacing, supplementing or interpreting such Law.

1.06 Times of Day. Unless otherwise specified,

all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

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 available amount of such Letter of Credit at such time; provided, however, that with

respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum

available amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount may be drawn immediately at such time.

1.08 Conversion of Foreign Currencies.

(a) For purposes of determining compliance as of any date after the 2020 Incremental Amendment Effective Date with

Section 2.14, Article VII, Article VIII (other than Section 8.10 and the calculation of the First Lien Net Leverage Ratio in connection therewith), Article IX

or for any other calculation or determination hereunder, any relevant amount (including any amount of Indebtedness incurred or outstanding) that is denominated in any currency other than Dollars shall be translated into Dollars at the currency

exchange rates for corresponding items used in preparing Holdings’ financial statements for the last Test Period for which financial statements have been delivered pursuant to Section 7.01 and will, in the case of

Indebtedness, reflect the currency translation effects, determined in accordance with GAAP. For purposes of Section 8.10 and the calculation of compliance with the First Lien Net Leverage Ratio for purposes of taking any action

thereunder, on any relevant date of determination, amounts denominated in currencies other than Dollars shall be translated into Dollars at the applicable currency exchange rate used in preparing the financial statements delivered pursuant to

Sections 7.01(a) or (b), as applicable, for the relevant Test Period.

(b) For the avoidance of doubt, no Default or Event of Default shall be deemed to have

occurred solely as a result of a change in the rate of currency exchange occurring after the time of any relevant transaction so long as such relevant transaction was permitted at the time incurred, made, acquired, or entered into (subject to

Section 1.10) as set forth in clause (a) of this Section 1.08.

(or any L/C Issuer) shall translate the face amount of any Letter of Credit denominated in any other currency into Dollars at the Exchange Rate on (i) the date of any issuance, amendment or extension of any Letter of Credit, (ii) each date

on which the outstanding amount of the Revolving Credit Loans is translated into Dollars pursuant to clause (d) of this Section 1.08 and (iii) at any time a Default or an Event of Default has occurred and is

continuing, from time to time as determined by the Administrative Agent in its reasonable discretion upon reasonable notice to Holdings.

(d) The Administrative Agent shall translate the outstanding amount of any Revolving Credit Loan denominated in any other currency into

Dollars at the Exchange Rate on (i) each date the Borrower delivers a notice requesting a Borrowing, conversion or continuation pursuant to Section 2.02(a) or the beginning of each Interest Period with respect to any

Borrowing, (ii) each date on which the face amount of any Letter of Credit denominated in any other currency is translated into Dollars pursuant to clause (c) of this Section 1.08, (iii) the date of payment of the

fee due pursuant to Section 2.09(a) and (iv) at any time a Default or an Event of Default has occurred and is continuing, from time to time as determined by the Administrative Agent in its reasonable discretion upon

reasonable notice to Holdings.

(e) Each provision of this Agreement shall be subject to such reasonable changes of construction as

the Administrative Agent may from time to time specify with Holdings’ consent to appropriately reflect a change in currency of any country and any relevant market convention or practice relating to such change in currency. The Administrative

Agent shall determine the Dollar Equivalent of any amount as of each Valuation Date (whether to determine compliance with any covenants specified herein or otherwise, subject to clause (b) of this Section 1.08), and a

determination thereof by the Administrative Agent shall be conclusive absent manifest error. Such determination shall become effective as of such Valuation Date. The Administrative Agent may, but shall not be obligated to, rely on any determination

made by any Loan Party in any document delivered to the Administrative Agent. The Administrative Agent may determine or redetermine the Dollar Equivalent of any amount on any date either in its reasonable discretion or upon the reasonable request of

any Lender or L/C Issuer.

(f) The Administrative Agent may set up appropriate rounding off mechanisms or otherwise round-off amounts

hereunder to the nearest higher or lower amount in whole Dollar or cent to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars or in whole cents, as may be

necessary or appropriate.

1.09 Divisions. Any reference herein to a merger, transfer, consolidation, amalgamation,

consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a

division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall

constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). 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 on the first date of its existence by the holders of its Equity Interests at such time.

1.10 Limited Condition Transactions. For purposes of (a) determining

compliance with any provision of this Agreement which requires the calculation of the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio or the Fixed Charge Coverage Ratio, (b) testing

availability under any basket (including any basket measured as a percentage of Consolidated EBITDA or Consolidated Total Assets) or (c) determining compliance with the accuracy of any representations and warranties or the absence of any

Default or Event of Default, in each case, in connection with a Limited Condition Transaction, if Holdings makes an LCA Election, the date of determination for calculation of any such ratios or baskets shall be deemed to be the LCA Test Date and if,

after giving pro forma effect to the Limited Condition Transaction 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 at the

beginning of the most recent test period ending prior to the LCA Test Date, Holdings or any Restricted Subsidiary could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be

deemed to have been complied with. For the avoidance of doubt, if Holdings has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in

any such ratio or basket, including fluctuations in Consolidated EBITDA or Consolidated Total Assets of Holdings or the target Person(s) subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or

action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If Holdings has made an LCA Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or

basket availability with respect to any other Permitted Acquisition or Investment on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the

date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket (other than, in the period prior to funding of a Permitted

Acquisition or Investment financed with any Incremental Facilities, any basket measured as a percentage of Consolidated EBITDA) shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection

therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

1.11 Dutch

Terms.

In this Agreement, where it relates to a Dutch entity, a reference to:

(a) all necessary corporate or other organizational action, where applicable, includes without limitation:

(i) any action required to comply with the Dutch Works Council Act (Wet op de ondernemingsraden); and

(ii) obtaining positive or neutral advice (advies) from each competent works council (ondernemingsraad), which if

conditional, contains conditions which can reasonably be complied with and would not cause a breach of any term of any Loan Document;

(b)

a bankruptcy, winding-up, administration or dissolution includes a Dutch entity being:

(i) declared bankrupt (failliet

verklaard);

(ii) dissolved (ontbonden);

surseance verleend;

(d) a liquidator includes a curator;

(e) an administrator includes a bewindvoerder;

(f) a receiver or an administrative receiver does not include a curator or bewindvoerder; and

(g) an attachment includes a beslag.

1.12 Belgian Terms.

In this Agreement, where it relates to an entity or Loan Party incorporated in Belgium or the context so requires, a reference to:

(a) gross negligence means zware fout/faute grave;

(b) a liquidator, compulsory manager, receiver, administrative receiver, administrator or similar officer

includes any insolventiefunctionaris/praticien de l’insolvabilité, curator/curateur, vereffenaar/liquidateur, gedelegeerd rechter/juge délégué, gerechtsmandataris/mandataire de justice, voorlopig

bewindvoerder/administrateur provisoire, gerechtelijk bewindvoerder/administrateur judiciaire, mandataris ad hoc/mandataire ad hoc and ondernemingsbemiddelaar/médiateur d’entreprise, as applicable;

(c) a person being unable to pay its debts is that person being in a state of cessation of payments (staking van betaling/cessation

de paiements);

(d) insolvency includes any insolventieprocedure/procedure d’insolvabilité,

gerechtelijke reorganisatie/réorganisation judiciaire, faillissement/faillite and any other concurrence between creditors (samenloop van schuldeisers/concours des créanciers);

(e) a suspension of payments, moratorium of any indebtedness or reorganisation includes any gerechtelijke

reorganisatie/réorganisation judiciaire or staking van betaling/cessation de paiements;

(f) commences

negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness includes any negotiations conducted with a view to reaching a settlement agreement (minnelijk akkoord/accord amiable) with two or more of

its creditors pursuant to Book XX of the Belgian Economic Law Code (Wetboek Economisch Recht/Code de droit économique);

(g) a

composition, compromise, assignment or arrangement includes a minnelijk akkoord met schuldeisers/accord amiable avec des créanciers, collectief akkoord/accord collectif or reorganisatie door overdracht onder

gerechtelijk gezag/réorganisation par transfert sous autorité de justice, as applicable;

(h) winding-up,

administration or dissolution includes any vereffening/liquidation, ontbinding/dissolution, faillissement/faillite and sluiting van een onderneming/ fermeture d’une entreprise;

(i) an attachment, sequestration, execution or analogous process includes any uitvoerend beslag/saisie exécutoire,

sekwester/séquestre and bewarend beslag/saisie conservatoire;

(j) an amalgamation, demerger, merger or consolidation includes

a overdracht van algemeenheid/transfert d’universalité, overdracht van bedrijfstak/transfert de branche d’activité, splitsing/scission and fusie/fusion and an assimilated transaction (gelijkgestelde

verrichting/opération assimilée) in accordance with the Belgian Code of Companies and Associations;

(k) a

successor means an algemene rechtsopvolger/successeur universel;

(l) the Belgian Civil Code means the Belgian

Burgerlijk Wetboek/Code Civil, as amended from time to time;

(m) the Belgian Code of Companies and Associations means the Belgian

Wetboek van vennootschappen en verenigingen/Code des sociétés et des associations, as amended from time to time;

(n) the

Belgian Financial Collateral Law means the Belgian law of 15 December 2004 on financial collateral, as amended from time to time;

(o) the Organization Documents of a Loan Party incorporated in Belgium include its oprichtingsakte/acte constitutif and the

gecoördineerde statuten/statuts coordonnés;

(p) a guarantee means, only for the purpose of the guarantee

granted by a Guarantor incorporated in Belgium under this Agreement, an independent guarantee and not a surety (borg/cautionnement); and

(q) an entity or Loan Party being incorporated in Belgium or of which its jurisdiction of incorporation is Belgium, means that

that entity or Loan Party has its statutory seat in Belgium.

1.13 Rates.

The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the

continuation of, administration of, submission of, calculation of or any other matter related to any Benchmark, any component definition thereof or rates referenced in the definition thereof or any alternative, successor or replacement rate thereto

(including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic

equivalence of, or have the same volume or liquidity as, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The

Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of any Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant

adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component definition 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 Borrower, 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.

ARTICLE II.

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 The Loans.

(a) Subject to the terms and conditions set forth herein,

(i) each Initial Term Loan Lender severally agrees to make term loans (each such loan, an “Initial Term

Loan”) to the Initial Borrower on the Closing Date in Dollars in the aggregate amount of such Term Loan Lender’s Term Loan Commitment,

(ii) each 2020 Incremental Term Loan Lender severally agrees to make 2020 Incremental Term Loans to the Borrower on the 2020

Incremental Amendment Effective Date in Dollars in an aggregate amount of up to such 2020 Incremental Term Loan Lender’s 2020 Incremental Term Loan Commitment

and,

(iii)

each 2021 Incremental Term Loan Lender severally agrees to make 2021 Incremental Term Loans to the Borrower on the 2021 Incremental Amendment Funding Date in Dollars in an aggregate amount of up to such 2021 Incremental Term Loan Lender’s 2021

Incremental Term Loan Commitment, and

(iv) each Amendment No. 9 Term Lender severally agrees to make

Amendment No. 9 Term Loans to the Borrower on the Amendment No. 9 Effective Date in Dollars in an aggregate amount of up to such Amendment No. 9 Term Lender’s Amendment No. 9 Term Loan Commitment.

Amounts repaid or prepaid in respect of Term Loans

may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.

(b) Subject to the terms and

conditions set forth herein, each Initial Revolving Credit Lender severally agrees to make revolving loans (each such loan, an “Initial Revolving Credit Loan”) in Dollars or an Alternative Currency to the Borrower from time

to time, on any Business Day during the Initial Availability Period, in an aggregate amount up to, at any time outstanding, such Initial Revolving Credit Lender’s Initial Revolving Credit Commitment; provided,

however, that after giving effect to any Revolving Credit Borrowing, the Total Outstandings shall not exceed the Total Revolving Credit Commitments. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment,

and subject to the other terms and conditions hereof, a Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may

be Base Rate Loans, Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as further provided herein. Each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Section 2.03) shall be

allocated pro rata among the outstanding Tranches of Revolving Credit Commitments. Revolving Credit Loans denominated in Pounds Sterling shall be RFR Loans.

2.02 Borrowings, Conversions and Continuations of Loans.

(a)(1) Except as set forth below in clause (2) with respect to Revolving Credit Loans that are Term SOFR Loans, Eurocurrency Rate Loans

or RFR Loans and New Term Loans, in each case denominated in a currency other than Dollars, each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans or Eurocurrency Rate Loans shall be made upon

any Borrower’s irrevocable notice to the Administrative Agent; provided that such notice may state that such notice is conditioned upon the receipt of proceeds of any refinancing facilities, the effectiveness of other credit

facilities or the consummation of an acquisition or sale, in which case such notice may be revoked by the Borrower by notice to the Administrative Agent on or prior to the specified effective date if such condition is not satisfied. Each such notice

must be received by the Administrative Agent not later than (i) 12:00 p.m. on the third Business Day prior to the date of the proposed Loans in the case of Term SOFR Loans or Eurocurrency Rate Loans or (ii) 11:00 a.m. on the same Business

Day of the proposed

Loans in the case of Base Rate Loans. The applicable Borrower shall deliver such notice to the Administrative Agent in the form of a written Committed Loan Notice, appropriately completed and

signed by a Responsible Officer of the applicable Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans or Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess

thereof. Except as provided in Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice shall

specify (i) whether such Borrower is requesting a Borrowing of Term Loans, a Revolving Credit Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans or Eurocurrency Rate Loans, (ii) the requested

date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued and location of the account to which funds are to be disbursed,

(iv) the Type of Loans to be borrowed or to which existing Tranche are to be converted, (v) if such Borrowing is a Revolving Credit Borrowing, whether such Borrowing is in Dollars, Pounds Sterling or Euro and (vi) if applicable, the

duration of the Interest Period with respect thereto. If such Borrower fails to specify a Type of Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then Loans (other than Loans

denominated in an Alternative Currency) shall be made as, or converted to, Base Rate Loans (other than in the case of Loans bearing interest based on Daily Simple SOFR, which shall be continued as Loans bearing interest based on Daily Simple SOFR).

Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans or Eurocurrency Rate Loans. If such Borrower fails to specify an Interest

Period with respect to a Term SOFR Loan or a Eurocurrency Rate Loan, it will be deemed to have specified an Interest Period of one month. Any Lender may make, carry or transfer Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans at, to or for the

account of any of its branch offices or the office of any Affiliate of such Lender.

(2) Each Borrowing and each

continuation of Revolving Credit Loans that are Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans and New Term Loans, in each case denominated in a currency other than Dollars, shall be made upon any Borrower’s irrevocable notice to the

Administrative Agent. Each such notice must be received by the Administrative Agent not later than 12:00 p.m. on the fourth Business Day (or RFR Business Day in the case of RFR Loans) prior to the date of the proposed borrowing or continuation of

such Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans. Each Borrowing of or continuation of such Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans shall be in a principal amount that is not less than the Minimum Borrowing Amount.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each applicable Lender of the amount of its

Pro Rata Share of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans

described in Section 2.02(a). Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business

Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02, the Administrative Agent shall make all funds so received available to the applicable Borrower in

like funds as received by the Administrative Agent by wire transfer of such funds, in accordance with instructions provided to the Administrative Agent by such Borrower in the Committed Loan Notice.

(c) Except as otherwise provided herein, a Term SOFR Loan or a Eurocurrency Rate Loan may be continued or converted only on the last day of an

Interest Period for such Term SOFR Loan or Eurocurrency Rate Loan. Upon notice to Holdings from the Administrative Agent given at the request of the Required Lenders, during the existence of a Default, Loans may not be requested as, converted to or

continued as Term SOFR Loans or Eurocurrency Rate Loans without the consent of the Required Lenders; provided, however, that Revolving Credit Loans may be continued as Term SOFR Loans or Eurocurrency Rate Loans with an

Interest Period of one month.

(d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the

interest rate applicable to any Interest Period for Term SOFR Loans or Eurocurrency Rate Loans upon determination of such interest rate. The determination of Term SOFR, Adjusted Term SOFR, the Eurocurrency Rate and the Adjusted Eurocurrency Rate by

the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the Lenders of any change in the Prime Rate used in determining

the Base Rate promptly following the announcement of such change.

(e) After giving effect to all Borrowings, all conversions of Loans

from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten Interest Periods in effect.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation,

if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

2.03 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein,

(A) each L/C Issuer agrees, in reliance upon (among other things) the agreements of the other Revolving Credit Lenders set

forth in this Section 2.03,

(1) from time to time on any Business Day during the period from the

Closing Date until 30 days prior to the Initial Revolving Credit Maturity Date (or, if such day is not a Business Day, the next preceding Business Day), to issue Letters of Credit denominated in Dollars or an Alternative Currency for the account of

each Borrower (but the Letter of Credit may contain a statement that it is being issued for the benefit of a Subsidiary), and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and

(2) to honor drawings under the Letters of Credit; and

(B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of each Borrower or

any of its Restricted Subsidiaries on a pro rata basis in accordance with their respective Pro Rata Share of the Total Revolving Credit Commitments;

provided that,

(I) on the Closing Date, the aggregate amount of any Existing Letters of Credit shall be reallocated among the Revolving Credit

Lenders so that, after giving effect thereto, the Revolving Credit Lenders shall share ratably participations in such Letters of Credit in accordance with their Pro Rata Share of the Revolving Credit Commitment (after giving effect to any L/C Credit

Extension and expiration of any Letter of Credit on the Closing Date);

(II) that any Letter of Credit issued on behalf of any Restricted Subsidiary

(excluding, for the avoidance of doubt, the Existing Letters of Credit) shall be issued naming the Borrower as the account party on any such Letter of Credit, but such Letter of Credit may contain a statement that it is being issued for the benefit

of such Restricted Subsidiary;

(III) that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect

to any Letter of Credit (including, for the avoidance of doubt, the L/C Issuer with respect to the Existing Letters of Credit shall not be required, to amend, extent or renew any Existing Letter of Credit), if, as of the date of such L/C Credit

Extension,

(w) the amount available to be drawn under Letters of Credit issued by such L/C Issuer would exceed such L/C

Issuer’s Letter of Credit Sublimit (provided that for the avoidance of doubt, such L/C Issuer shall be permitted to exceed such L/C Issuer’s Letter of Credit Sublimit),

(x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender plus such Revolving Credit

Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations would exceed such Revolving Credit Lender’s Revolving Credit Commitment,

(y) the Total Outstandings would exceed the Total Revolving Credit Commitments or

(z) the Outstanding Amount of all L/C Obligations would exceed the Letter of Credit Sublimit.

Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by a Borrower that the

L/C Credit Extension so requested complies with the conditions set forth in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully

revolving, and accordingly each such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to

have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii) No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain

such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit,

or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital

requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such

L/C Issuer in good faith deems material to it;

(B) subject to Section 2.03(b)(iii), the expiry date of

such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension (or as otherwise agreed by the Administrative Agent and such L/C Issuer);

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all of

the Lenders have approved such expiry date or the L/C Issuer has approved such expiry date and such requested Letter of Credit has been Cash Collateralized by the applicant requesting such Letter of Credit in accordance with

Section 2.03(g) at least five Business Days prior to the Letter of Credit Expiration Date;

(D) the

issuance of such Letter of Credit would violate one or more policies of such L/C Issuer;

(E) except as otherwise agreed by

the applicable L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000;

(F) any Lender is at

such time a Defaulting Lender hereunder, unless such L/C Issuer has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate such L/C Issuer’s risk with respect to such Lender or reallocate such risk pursuant to

Section 2.15(a)(v); or

(G) if it is determined that the applicant or the account party or the

beneficiary of the Letter of Credit is considered an “affiliate” of L/C Issuer as such term is defined in Regulation W of the Federal Reserve.

(iii) No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no

obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iv) Each L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and

the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Agents in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection

with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Agents” as used in Article X included the L/C Issuers with respect to

such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.

(b) Procedures for Issuance and

Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

(i) Each Letter of Credit shall be issued or amended,

as the case may be, upon the request of each Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application and including agreed-upon draft language for such Letter of Credit

reasonably acceptable to the applicable L/C Issuer, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent

not later than 1:00 p.m.

at least three Business Days (or such later date and time as the applicable L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of

amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer:

(A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);

(B) the amount and requested currency thereof and the absence of specification of currency shall be deemed a request for a

Letter of Credit denominated in Dollars;

(D) the name and address of the beneficiary thereof;

(E) the documents to be presented by such beneficiary in case of any drawing thereunder;

(F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and

(G) such other matters as the applicable L/C Issuer may reasonably require.

In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and

detail satisfactory to the applicable L/C Issuer

(A) the Letter of Credit to be amended;

(B) the proposed date of amendment thereof (which shall be a Business Day);

(D) such other matters as the applicable L/C Issuer may reasonably require.

Additionally, the Borrowers shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information

pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the applicable L/C Issuer or the Administrative Agent may reasonably require.

(ii) Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative

Agent (in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by such L/C

Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a

Letter of Credit for the account of such Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each

Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably

and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share

times the amount of such Letter of Credit; provided that the aggregate Outstanding Amount of the Revolving Credit Loans of such Revolving Credit Lender plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount

of all L/C Obligations would not exceed such Revolving Credit Lender’s Revolving Credit Commitment.

(iii) If any

Borrower so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal

Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the applicable L/C Issuer to prevent any such renewal at least once in each 12-month period (commencing with the date of issuance of

such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such 12-month period to be agreed upon at the time such Letter of Credit is issued. Unless

otherwise directed by the applicable L/C Issuer, the Borrowers shall not be required to make a specific request to such L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Credit Lenders shall be

deemed to have authorized (but may not require) the applicable L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date (or any later date if the Borrowers have

agreed to Cash Collateralize such Letter of Credit prior to the Letter of Credit Expiration Date for such Letter of Credit); provided, however, that the applicable L/C Issuer (A) shall have no obligation to permit

any such extension if such L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or

otherwise), and (B) shall not permit any such extension if it has not received notice (in writing) on or before the day that is five Business Days before the Nonrenewal Notice Date (1) from the Administrative Agent that the Majority

Facility Lenders in respect of the Revolving Credit Facility have elected not to permit such renewal or (2) from the Administrative Agent, any Revolving Credit Lender or any Borrower that one or more of the applicable conditions specified in

Section 5.02 is not then satisfied and in each such case directing the L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with

respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(i) Upon receipt from the beneficiary of any Letter of Credit of drawing documents under such Letter of Credit, the applicable

L/C Issuer shall examine drawing documents within the period stipulated by the Terms and Conditions of the Letter of Credit. After such examination, the L/C Issuer shall notify the applicable Borrower and the Administrative Agent thereof. Not later

than 1:00 p.m. on the date immediately following any payment by the applicable L/C Issuer under a Letter of Credit (such date, an “Honor Date”), such Borrower shall reimburse such L/C Issuer through the Administrative Agent

in an amount equal to the amount of such drawing for a Letter of Credit issued on its behalf. If such Borrower fails to so reimburse the applicable L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender

of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Pro Rata Share thereof. In such event, such Borrower shall be deemed to have

requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to

the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit

Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Committed Loan Notice). Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this

Section 2.03(c)(i) must be in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender (including the Lender acting as the applicable L/C Issuer) shall upon any notice pursuant to

Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not

later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be

deemed to have made a Base Rate Loan to such Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans

because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the

Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the

Administrative Agent for the account of such L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in

satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Revolving Credit

Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata

Share of such amount shall be solely for the account of such L/C Issuer.

(v) Each Revolving Credit Lender’s

obligation to make Revolving Credit Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not

be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence

or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving

Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02 (other than delivery by any Borrower of a Committed Loan Notice) and that the obligations of the Borrowers

pursuant to this Section 2.03(c) shall survive termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. No such making of an L/C Advance shall relieve or otherwise impair the obligation

of the Borrowers to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit issued to such Borrower, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the

Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in

Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment

is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by such L/C Issuer in accordance with banking industry rules

on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the

amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any

Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after the applicable L/C Issuer has made a payment under any Letter of Credit and has received from any

Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related

Unreimbursed Amount or interest thereon (whether directly from any Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Credit Lender

its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to

Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the applicable L/C Issuer in its discretion), each

Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned

by such Revolving Credit Lender, at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Obligations and

the termination of this Agreement.

(e) Obligations Absolute. The obligation of each Borrower to reimburse the applicable L/C

Issuer for each drawing under each Letter of Credit issued on behalf of such Borrower and to repay each such L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement

under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit,

this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim,

setoff, defense or other right that any Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or

any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such

Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to

make a drawing under such Letter of Credit;

(iv) any payment by the applicable L/C Issuer under such Letter of Credit

against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy,

debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under

any Debtor Relief Law;

(v) any exchange, release or non-perfection of any Collateral, or any release or amendment or

waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Borrower in respect of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other

circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower.

Any Borrower shall promptly examine

a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of non-compliance with Holdings’ instructions or other irregularity, Holdings will promptly, upon knowledge, notify the

applicable L/C Issuer. Holdings shall be conclusively deemed to have waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuers. Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C

Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the

authority of the Person executing or delivering any such document. None of the applicable L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of such L/C

Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of

gross negligence or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any

Letter of Credit or Letter of Credit Application. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that

this assumption is not intended to, and shall not, preclude any Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the applicable L/C Issuer, the

Administrative Agent, any of their respective Related Parties, nor any of the respective correspondents, participants or assignees of such L/C Issuer, shall be liable or responsible for any of the matters described in clauses

(i) through (vi) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, a Borrower may have a claim against such L/C

Issuer, and such L/C Issuer may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by such L/C

Issuer’s willful misconduct or gross negligence (as determined by a court of competent jurisdiction by final and non-appealable judgment) or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it

by the beneficiary of documents strictly complying with the terms and conditions of a

Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable L/C Issuer may accept documents that appear on their face to be in order, without responsibility for

further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of

Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. Upon the request of the Administrative Agent, (i) if the applicable L/C Issuer has honored any full or

partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each

case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to 103% of such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may

be).

For purposes of this Section 2.03, Section 2.05 and Section 9.02(c), “Cash

Collateralize” means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant

to documentation in form and substance reasonably satisfactory to the Collateral Agent and such L/C Issuer (which documents are hereby consented to by the Revolving Credit Lenders) or to otherwise backstop (with a letter of credit on customary terms

or otherwise) such L/C Obligations to the applicable L/C Issuer’s and the Administrative Agent’s reasonable satisfaction. Derivatives of such term have corresponding meanings. The Borrowers hereby grant to the Collateral Agent, for the

benefit of the L/C Issuers and the Revolving Credit Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked deposit accounts with the

Collateral Agent. If at any time the Administrative Agent or the Collateral Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Collateral Agent or that the total amount of such

funds is less than 103% of the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Collateral Agent, pay to the Collateral Agent, as additional funds to be deposited and held in the deposit accounts

with the Collateral Agent as aforesaid, an amount equal to the excess of (a) 103% of such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent or the Collateral

Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable law, to reimburse

the applicable L/C Issuer.

(h) Applicability of ISP98. Unless otherwise expressly agreed by the applicable L/C Issuer and the

Borrowers, when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the “International Standby Practices 1998” published by the Institute of International Banking

Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall be stated therein to apply to each Letter of Credit.

(i) Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent, for the account of each Revolving Credit Lender in

accordance with its Pro Rata Share, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the daily maximum amount available to be drawn under such Letter of

Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. Such letter of credit fees shall be

computed on a quarterly basis in arrears. Letter of Credit Fees shall be (i) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of

Credit, on the date on which the Revolving Credit Commitment of each Revolving Credit Lender shall be terminated

as provided herein, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during

any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrowers shall pay directly to the applicable L/C

Issuer, for its own account, a fronting fee with respect to each Letter of Credit at a rate per annum equal to 0.125% unless as otherwise agreed with such L/C Issuer, computed on the daily amount available to be drawn under each Letter of Credit on

a quarterly basis in arrears. Such fronting fees shall be due and payable on the last Business Day of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first

payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the date on which the Revolving Credit Commitments shall be terminated as provided herein, on the Letter of Credit Expiration Date and thereafter

on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. In addition, the Borrowers shall pay

directly to the applicable L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in

effect. Such customary fees and standard costs and charges are due and payable within five Business Days of demand and are nonrefundable.

(k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the

terms hereof shall control.

(l) Resignation or Removal of L/C Issuers. Any L/C Issuer may resign at any time by giving 30

days’ prior written notice to the Administrative Agent, the Revolving Credit Lenders and the Borrowers. Any L/C Issuer may be removed at any time by written agreement among the Borrowers, the Administrative Agent and such L/C Issuer;

provided that such L/C Issuer shall not be required to execute or deliver any written agreement if such L/C Issuer has no Letters of Credit or reimbursement obligations with respect thereto outstanding. At the time such removal or

resignation shall become effective, the Borrowers shall pay all accrued and unpaid fees pursuant to Section 2.03(j). After the resignation or removal of any L/C Issuer hereunder, such L/C Issuer shall remain a party hereto and

shall continue to have all the rights and obligations of an L/C Issuer under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or removal, but shall not be required, and shall be

discharged from its obligations, to issue additional Letters of Credit or to extend or increase the amount of Letters of Credit then outstanding.

(m) Additional L/C Issuers. The Borrowers may, at any time and from time to time, designate one or more additional Revolving Credit

Lenders to act as an L/C Issuer under the terms of this Agreement with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such Revolving Credit Lender. Any Revolving Credit Lender so designated shall be

deemed to be an “L/C Issuer” (in addition to being a Revolving Credit Lender) in respect of Letters of Credit issued or to be issued by such Revolving Credit Lender, and, with respect to such Letters of Credit, the term “L/C

Issuer” shall thereafter apply to the other L/C Issuers and such Revolving Credit Lender. The acceptance of any designation as an L/C Issuer hereunder by a Revolving Credit Lender shall be evidenced by an agreement entered into by such

Revolving Credit Lender, in a form satisfactory to the Borrowers and the Administrative Agent, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and obligations of an L/C Issuer

under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “L/C Issuer” shall be deemed to refer to such Revolving Credit Lender in addition to any other L/C Issuers, as

the context shall require.

2.04 [Reserved].

2.05 Prepayments.

(a) Optional.

(i) Except as set forth in clause (ii) below with respect to Revolving Credit Loans and New Term Loans denominated in a

currency other than Dollars, the Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Tranche or Tranches of Loans, in whole or in part, without premium or penalty (other than as set forth

in Section 2.05(a)(iv)); provided that (1) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Term SOFR Loans or

Eurocurrency Rate Loans (or three RFR Business Days prior to any date of prepayment of RFR Loans), and (B) one Business Day prior to the date of prepayment of Base Rate Loans; (2) any prepayment of Term SOFR Loans or Eurocurrency Rate

Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or,

in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be substantially in the form of Exhibit H and shall specify the date and amount of such prepayment, the Class, Tranche(s) and the

Type(s) of Loans to be prepaid, and if Term SOFR Loans or Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans or RFR Loans and Term SOFR Loans

or Eurocurrency Rate Loans, absent direction by the Borrowers, the applicable prepayment shall be applied first to Base Rate Loans or RFR Loans to the full extent thereof before application to Term SOFR Loans or Eurocurrency Rate Loans, in each case

in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to Section 3.05). The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice and of

the amount of such Lender’s Pro Rata Share of such prepayment, if any. If such notice is given by Holdings, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified

therein. Any prepayment of a Term SOFR Loan or a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05.

(ii) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving

Credit Loans and New Term Loans or any Tranche or Tranches thereof denominated in a currency other than Dollars in whole or in part without premium or penalty (other than as set forth in Section 2.05(a)(iv)); provided that

such notice must be received by the Administrative Agent not later than 12:00 p.m. four Business Days prior to any date of prepayment of Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans (or such shorter time as the Administrative Agent may

approve in its reasonable discretion). Each prepayment of Revolving Credit Loans or New Term Loans denominated in a currency other than Dollars that are Eurocurrency Rate Loans or RFR Loans shall be in a principal amount that is not less than the

Minimum Borrowing Amount, or, if less, the entire principal amount thereof then outstanding.

(iii) The Borrowers may

voluntarily prepay any Tranche of Term Loans selected by Holdings; provided that, other than with respect to any optional prepayment made solely with the proceeds of long-term Indebtedness permitted to be incurred under

Section 8.02 (including Refinancing Incremental Term Loans), if the Tranche of Term Loans selected by Holdings has a final maturity date that is later than the final maturity date of any other Tranche of Term Loans then

outstanding, then such optional prepayment shall be made on a pro rata basis among the Tranche of Term Loans selected by Holdings and each such other earlier-maturing Tranche of Term Loans.

Optional prepayments of any Tranche of Term Loans selected by Holdings shall be applied on a pro rata basis in direct order of maturity to the remaining scheduled installments of principal due in

respect of such Tranche of Term Loans pursuant to Section 2.07. Optional prepayments of any Tranche of Revolving Credit Loans selected by Holdings shall be made on a pro rata basis among the outstanding Revolving Credit Loans of

such Tranche.

(iv) In the event that, on or prior to the date that is six months after the Amendment No. 9

Effective Date, any Borrower (x) prepays, refinances, substitutes or replaces any Amendment No. 9 Term Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to

Section 2.05(b)(iii) that constitutes a Repricing Transaction), or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to the Amendment No. 9 Term Loans, as applicable,

the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Amendment No. 9 Term Loan Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate

principal amount of the applicable Amendment No. 9 Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable

Amendment No. 9 Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction. As a condition to effectiveness of any replacement of a

Non-Consenting Lender pursuant to Section 11.15 in respect of any amendment of this Agreement effective on or prior to the date that is six months after the Amendment No. 9 Effective Date, the Borrowers shall pay to

the applicable Non-Consenting Lender a premium equal to the premium that would apply if such Non-Consenting Lender’s applicable Amendment No. 9 Term Loans being assigned were being prepaid and subject to the premium set forth in

this Section 2.05(a) for such Amendment No. 9 Term Loans.

(b) Mandatory.

(i) In the event of any termination of any Tranche of Revolving Credit Commitments, the Borrowers shall, on the date of such

termination, repay or prepay all outstanding Revolving Credit Loans and Swingline Loans of such Tranche and replace all outstanding Letters of Credit and/or Cash Collateralize the L/C Obligations in a cash collateral account established with

the Collateral Agent for the benefit of the Secured Parties in the manner described in Section 2.03(g). If for any reason the Dollar Equivalent of the Outstanding Amount of Revolving Credit Loans and Swingline Loans of any

Tranche of Revolving Credit Commitments at any time exceeds the Dollar Equivalent of the amount of Revolving Credit Commitments of such Tranche then in effect, the Borrowers shall immediately prepay all outstanding Revolving Credit Loans and

Swingline Loans of such Tranche and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C

Obligations pursuant to this Section 2.05(b)(i) unless, after the prepayment in full of the Revolving Credit Loans of the applicable Tranche, the Dollar Equivalent of the Total Outstandings exceeds the Dollar Equivalent of the

Total Revolving Credit Commitments then in effect. Mandatory prepayments of any Tranche of Revolving Credit Loans shall be made on a pro rata basis among the outstanding Revolving Credit Loans of such Tranche.

(ii) Not later than the fifth Business Day following the completion of any Asset Sale or Permitted Sale Leaseback Transaction

and/or not later than the tenth Business Day following the occurrence of any Recovery Event and, in each case, the receipt of Net Cash Proceeds resulting therefrom by any Loan Party or any Restricted Subsidiary, Holdings shall apply the Required

Prepayment Percentage of such Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans and/or Cash Collateralize Letters of Credit in accordance with

Section 2.05(b)(vi); provided that such prepayment shall only be required under this clause (ii) if the net amount required to be prepaid in any fiscal year is greater than or equal to $75,000,000.

(iii) In the event that any Restricted Subsidiary shall receive Net Cash Proceeds from the issuance or incurrence of any

Indebtedness of any Restricted Subsidiary, in each case, that is not permitted pursuant to Section 8.02, the Borrowers shall, substantially simultaneously with (and in any event not later than the fifth Business Day next

following) the receipt of such Net Cash Proceeds by such Borrower or such Restricted Subsidiary, apply an amount equal to the Required Prepayment Percentage of such Net Cash Proceeds to prepay outstanding Loans and/or Cash Collateralize Letters of

Credit in accordance with Section 2.05(b)(vi).

(iv) Commencing with the fiscal year ending on

December 31, 2020, no later than 90 days after the end of each fiscal year of Holdings, the Borrowers shall prepay outstanding Loans and/or Cash Collateralize Letters of Credit in accordance with Section 2.05(b)(vi), in

an aggregate principal amount equal to the Required Prepayment Percentage of Excess Cash Flow for the fiscal year then ended less the aggregate amount of all Voluntary Prepayments during such fiscal year; provided that such

prepayment shall only be required under this clause (iv) if the net amount required to be prepaid in any fiscal year is greater than or equal to (A) for any fiscal year prior to the fiscal year ending on December 31, 2022, $25,000,000

or (B) for any fiscal year from and after the fiscal year ending on December 31, 2022, the greater of (x) $75,000,000 and (y) 8.00% of Consolidated EBITDA.

(v) Holdings shall deliver to the Administrative Agent, at the time of each prepayment required under this

Section 2.05(b), (i) a certificate signed by a Responsible Officer of the Borrowers setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three

Business Days prior written notice of any prepayment pursuant to Section 2.05(b)(i) and at least ten Business Days prior written notice of any prepayment pursuant to Section 2.05(b)(ii),

(iii) or (iv) (and, in each case, the Administrative Agent shall promptly notify each Lender). Each notice of prepayment shall be substantially in the form of Exhibit H and shall specify the

prepayment date, the Class, Tranche and Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings pursuant to this Section 2.05(b) shall be subject to

Section 3.05, but shall otherwise be without premium or penalty (except for Section 2.05(b)(iii) to the extent set forth in Section 2.05(a)(iv)).

(vi) Mandatory prepayments under Sections 2.05(b)(ii), (iii) and (iv) shall

be applied:

first, to prepay outstanding Term Loans on a pro rata basis (in accordance with the respective

outstanding principal amounts thereof) to the full extent thereof (and the corresponding accrued and unpaid interest and fees on the principal amount of Term Loans so prepaid), subject to the provisions of sub-paragraph

(vii) below and any re-offer described therein;

second, at any time when there shall be no Term

Loans outstanding, to prepay outstanding Revolving Credit Loans on a pro rata basis among the relevant Tranches of Revolving Credit Loans to the full extent thereof (and the corresponding accrued and unpaid interest and fees on the principal amount

of Revolving Credit Loans so prepaid), with no corresponding reduction of the Revolving Credit Commitments; and

third, at any time when there shall be no Term Loans outstanding, to

(i) Cash Collateralize any outstanding Letters of Credit (up to an aggregate amount equal to 103% of the aggregate undrawn face amount of all such Letters of Credit) as described in Section 2.03(g), and

(ii) repay the applicable Swingline Lenders for any then outstanding Swingline Loans to the extent Revolving Credit Lenders have not funded their obligations to acquire participations therein, in each case, with no corresponding reduction

of the Revolving Credit Commitments;

with any remaining amounts being retained by the Borrowers to be used in accordance

with the provisions of this Agreement.

(vii) Mandatory prepayments of outstanding Term Loans under this Agreement shall be

applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans pursuant to Section 2.07. Such mandatory prepayments shall be applied on a pro rata basis to the then outstanding Term

Loans being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans or Term SOFR Loans; provided that if no Lenders decline a given mandatory prepayment of the Term Loans as described below, then, with respect

to such mandatory prepayment, the amount of such mandatory prepayment shall be applied in the case of the applicable principal amount of such Tranche of the Term Loans being so prepaid, first to Term Loans that are Base Rate Loans to the full extent

thereof before application to Term Loans that are Term SOFR Loans in a manner that minimizes the amount of any payments required to be made by the Borrowers pursuant to Section 3.05. Notwithstanding anything set forth herein to

the contrary, any Term Loan Lender may elect, by notice to the Administrative Agent by facsimile at least eight Business Days prior to the applicable prepayment date, to decline all of any prepayment of its Term Loans pursuant to

Section 2.05(b)(ii), (iii) or (iv), in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans but was so declined shall be retained by the

Borrowers (such retained amounts, the “Retained Declined Proceeds”) to be used in accordance with the provisions of this Agreement.

(c) Prepayments to Include Accrued Interest, Etc. All prepayments (other than prepayments of Revolving Credit Loans or Swingline

Loans that are Base Rate Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) under this Section 2.05 shall be made together with (i) accrued and unpaid

interest to the date of such prepayment on the principal amount so prepaid and (ii) in the case of any such prepayment of a Term SOFR Loan or a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts

owing in respect of such Term SOFR Loan or Eurocurrency Rate Loan pursuant to Section 3.05.

2.06 Termination or

Reduction of Commitments.

(a) Optional. Holdings may, upon notice to the Administrative Agent

(provided that such notice may state that such notice is conditioned upon the receipt of proceeds of any refinancing facilities, the effectiveness of other credit facilities or the consummation of an acquisition or sale, in which case

such notice may be revoked by the Borrower by notice to the Administrative Agent on or prior to the specified effective date if such condition is not satisfied), terminate the unused portion of the Letter of Credit Sublimit or the Swingline

Sublimit, the unused Revolving Credit Commitments or the unused Term Loan Commitments, or from time to time permanently reduce the unused portion of the Letter of Credit Sublimit or the Swingline Sublimit, the unused Revolving Credit

Commitments or the unused Term Loan Commitment; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 p.m. three Business Days prior to the date of termination or reduction (or such

shorter period as the Administrative Agent may determine in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the

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Borrowers shall not terminate or reduce the unused portion of the Letter of Credit Sublimit or the Swingline Sublimit or the unused Revolving Credit Commitments if, after giving effect

thereto and to any concurrent prepayments hereunder, the Total Outstandings at any time would exceed the Total Revolving Credit Commitments then in effect. Optional reductions of the unused Revolving Credit Commitments shall be made on a pro rata

basis among the outstanding Tranches of Revolving Credit Commitments.

(b) Mandatory.

(i) Unless previously terminated in accordance with the terms hereof,

(1) (A) the Initial Term Loan Commitments in effect as of the Closing Date shall automatically terminate at 5:00 p.m. on

the Closing Date, (B) the 2020 Incremental Term Loan Commitments in effect as of the 2020 Incremental Amendment Effective Date shall automatically terminate at 5:00 p.m. on the 2020 Incremental Amendment Effective Date and, (C) the 2021 Incremental Term Loan Commitments in effect as of the 2021 Incremental Amendment Funding Date shall automatically terminate at 5:00 p.m. on

the 2021 Incremental Amendment Funding Date and (D) the Amendment No. 9 Term Loan Commitments in effect as

of the Amendment No. 9 Effective Date shall automatically terminate at 5:00 p.m. on the Amendment No. 9 Effective

Date,

(2) the Initial Revolving Credit

Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date and

(3) the Commitments in respect

of any Tranche of Incremental Term Loans (other than the 2020 Incremental Term Loan Commitments and, the 2021 Incremental Term Loan Commitments and the Amendment No. 9 Term Loan

Commitments) shall automatically terminate on the date set forth in the applicable Incremental Amendment or other

document reasonably satisfactory to the Administrative Agent, the applicable Borrower(s) and the applicable Term Loan Lender(s).

(ii) If after giving effect to

any reduction or termination of unused Commitments under this Section 2.06, any L/C Issuer’s Letter of Credit Sublimit or the Swingline Sublimit exceeds the amount of the Total Revolving Credit Commitments, such L/C

Issuer’s Letter of Credit Sublimit or the Swingline Sublimit shall be automatically reduced by the amount of such excess.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination

or reduction of the unused portions of the Letter of Credit Sublimit or the Swingline Sublimit, the unused Revolving Credit Commitments or the unused Term Loan Commitments under this Section 2.06. Upon any reduction of

unused Revolving Credit Commitments or unused Term Loan Commitments, the Revolving Credit Commitments or Term Loan Commitments, as applicable, of each Lender shall be reduced by such Lender’s Pro Rata Share of the amount by which the

applicable Facility is reduced. Optional reductions of the unused Revolving Credit Commitments shall be made on a pro rata basis among the outstanding Tranches of Revolving Credit Commitments. All Commitment Fees accrued until the effective date of

any termination of the Total Revolving Credit Commitments shall be paid on the effective date of such termination.

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2.07 Repayment of Loans.

(a) Term Loans.

(i) On the last Business Day of each fiscal quarter of the Borrowers commencing with the first fiscal quarter ending after the

2023 Repricing and Maturity Extension Amendment Effective Date, the Borrowers shall pay to the Administrative Agent, for the account of the Initial Term Loan Lenders, a principal amount of the Initial Term Loans (as adjusted from time to time

pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the Initial Term Loans as of the 2023 Repricing and Maturity Extension Amendment Effective Date;

provided that any optional prepayments of Initial Term Loans (as in effect prior to the 2023 Repricing and Maturity Extension Amendment Effective Date) made prior to the 2023 Repricing and Maturity Extension Amendment Effective Date shall

continue to be applied to reduce such amortization payments as set forth in Section 2.05(a)(iii). To the extent not previously paid, prepaid, refinanced, substituted or replaced, all Initial Term Loans shall be due and payable on

the Initial Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment.

(ii) On the last Business Day of each fiscal quarter of the Borrowers commencing with the fiscal quarter ending on

March 31, 2021, the Borrowers shall pay to the Administrative Agent, for the account of the 2020 Incremental Term Loan Lenders, a principal amount of the 2020 Incremental Term Loans (as adjusted from time to time pursuant to Sections

2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the 2020 Incremental Term Loans as of the 2020 Incremental Amendment Effective Date. To the extent not previously paid, prepaid,

refinanced, substituted or replaced, 2020 Incremental Term Loans shall be due and payable on the applicable 2020 Incremental Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but

excluding the date of payment.

(iii) On the last Business Day of each fiscal quarter of the Borrowers commencing with the

first fiscal quarter ending after the 2025 Term Loan Repricing Amendment Effective Date, the Borrowers shall pay to the Administrative Agent, for the account of the 2021 Incremental Term Loan Lenders, a principal amount of the 2021 Incremental Term

Loans (as adjusted from time to time pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the 2021 Incremental Term Loans as of the 2025 Term Loan Repricing

Amendment Effective Date; provided that any optional prepayments of 2021 Incremental Term Loans (as in effect prior to the 2025 Term Loan Repricing Amendment Effective Date) made prior to the 2025 Term Loan Repricing Amendment Effective Date shall

continue to be applied to reduce such amortization payments as set forth in Section 2.05(a)(iii) (which, for the avoidance of doubt shall result in no such amortization payments being made in respect of the 2021 Incremental Term Loans prior to

the 2021 Incremental Term Loan Maturity Date). To the extent not previously paid, prepaid, refinanced, substituted or replaced, 2021 Incremental Term Loans shall be due and payable on the applicable 2021 Incremental Term Loan Maturity Date, together

with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment.

(iv) On the last Business Day of each fiscal quarter of the Borrowers commencing with the first fiscal quarter ending after the Amendment

No. 9 Effective Date, the Borrowers shall pay to the Administrative Agent, for the account of the Amendment No. 9 Term Lenders, a principal amount of the Amendment No. 9 Term Loans (as adjusted from time to time pursuant to Sections

2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the Amendment

No. 9 Term Loans as of the Amendment No. 9 Effective Date. To the extent not previously paid, prepaid, refinanced, substituted or replaced, Amendment No. 9 Term Loans shall be due and payable on the applicable Amendment No. 9

Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment.

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(v)

(iv) All repayments pursuant to this Section 2.07(a) shall be subject to Section 3.05, but shall otherwise be without

premium or penalty.

(b) Revolving Credit Loans. The Borrowers shall repay to the Administrative Agent for the ratable account of

the Revolving Credit Lenders on the applicable Revolving Credit Maturity Date the aggregate principal amount of all Revolving Credit Borrowings outstanding on such date.

Borrowers shall repay to the Administrative Agent for the account of each applicable Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of (x) the 5th

Business Day following the incurrence of such Swingline Loan and (y) the Revolving Maturity Date.

2.08 Interest.

(a) Subject to the provisions of Section 2.08(b) and Section 2.10, (i) each Eurocurrency Rate Loan

shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest

on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate, (iii) each RFR Loan shall bear interest on the outstanding principal amount thereof from the

applicable borrowing date at a rate per annum equal to the Daily Simple RFR plus the Applicable Rate and (iv) each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal

to Adjusted Term SOFR for such Interest Period plus the Applicable Rate.

(b) If any amount payable by any Borrower under any Loan

Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the

Default Rate to the fullest extent permitted by applicable Laws. Furthermore, upon the request of the Required Lenders, while any Event of Default exists, the Borrowers shall pay interest on the principal amount of all outstanding Obligations

hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and

payable upon demand.

at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees.

In addition to certain fees described in Sections 2.03(i) and (j):

(a) Commitment Fees. The Borrowers shall pay to the Administrative Agent (x) for the account of each Revolving Credit Lender in

accordance with its Pro Rata Share, (i) a commitment fee equal to the Applicable Rate times the average daily unused amount of the Revolving Credit Commitments of such Revolving Credit Lender during the preceding quarter (or other period

commencing with and including the Closing Date or ending with but excluding the applicable Revolving Credit Maturity Date or the date on which the Commitments of such Revolving Credit Lender shall expire or be terminated) (the

“Commitment Fee”); provided, however, that any Commitment Fee accrued with respect to any of the Revolving Credit Commitments of a Defaulting Lender during the period prior to the time such

Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such

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Lender shall be a Defaulting Lender except to the extent that the Commitment Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided,

further, that no Commitment Fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall accrue at all times during the Initial Availability Period (and

thereafter so long as any Revolving Credit Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the

last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and to but excluding the last day of the Initial Availability Period (and, if applicable, thereafter on demand). The

Commitment Fee shall be calculated quarterly in arrears. For the avoidance of doubt, for purposes of computing the Commitment Fee, Revolving Credit Commitments shall be deemed to be used to the extent of the Outstanding Amount of the Revolving

Credit Loans and the Outstanding Amount of all L/C Obligations (but not with respect to the Outstanding Amount of the Swingline

Loans).

(b) Other Fees.

(i) The Borrowers shall pay to the Agents for their own respective accounts such fees as shall have been separately agreed upon

in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii) The Borrowers shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and

at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10

Computation of Interest and Fees. All computations of interest for Base Rate Loans in respect of which the rate of interest is calculated on the basis of the Prime Rate shall be made on the basis of a year of 365 or 366 days, as the

case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if calculated on the basis

of a 365-day year) (or, with respect to computations of interest for RFR Loans, such other computation period in accordance with market practice for the relevant Alternative Currency). Interest shall accrue on each Loan for the day on which the Loan

is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to

Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11 Evidence of Indebtedness.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the

Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the

Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In

the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the

absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers so notified shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s

Loans in addition to such accounts or records. Each such Note shall (i) in the case of Term Loans, be in the form of Exhibit G-1 (a “Term Loan Note”) and (ii) in the case of Revolving Credit Loans and Swingline Loans, be in the form of Exhibit G-2 (a

“Revolving Credit Note” or “Swingline Note”, as applicable). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans

and payments with respect thereto.

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(b) In addition to the accounts and records referred to in

Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit. In the

event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of

manifest error.

Section 2.11(b), and by each Lender in its account or accounts pursuant to Section 2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and

payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of

the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrowers under this Agreement and the other

Loan Documents.

2.12 Payments Generally.

(a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.

Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in

the relevant currency (it being understood that any repayments or prepayments of Loans made hereunder (and interest, fees and other amounts payable in respect thereof) shall be in the same currency as the currency of such Loans and, unless otherwise

specified, other amounts payable hereunder shall be paid in U.S. Dollars), as the case may be, and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent shall distribute any such payments

received by it for the account of any other person to the appropriate recipient promptly following receipt thereof in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent

after 2:00 p.m. may be deemed in the Administrative Agent’s sole discretion received on the next succeeding Business Day and any applicable interest or fees shall continue to accrue thereon. Except as otherwise provided herein, if any payment

to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be;

provided, however, that, if such extension would cause payment of interest on or principal of Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans to be made in the next succeeding calendar month, such payment shall be

made on the immediately preceding Business Day. Notwithstanding anything to the contrary set forth herein, to the extent the Administrative Agent receives a payment or other amount after such payment or other amount is due and payable, the

Administrative Agent may, in its sole discretion, pay such payment or other amount to the appropriate Lender or other person of record as of the date such payment is received.

(b) (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Term SOFR

Loans, Eurocurrency Rate Loans or RFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon 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 Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has

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made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrowers 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 the applicable Borrower severally agree to pay to the Administrative

Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the

Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank

compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to

Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the

Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrowers shall be

without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Unless the Administrative Agent shall have received notice from the Borrowers prior to the time at which any payment is due to the

Administrative Agent for the account of the Lenders or the L/C Issuers hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and

may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuers, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the L/C Issuers, as the case may

be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is

distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank

compensation.

A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this

Section 2.12(b) shall be conclusive, absent manifest error.

funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit

Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and to make payments pursuant to

Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not

relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or make its payment under

Section 11.04(c).

(e) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any

particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

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(f) The Borrowers hereby authorize each Lender, if and to the extent payment owed to such

Lender is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time against any or all of the Borrowers’ accounts with such Lender any amount so due.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay

in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the

Administrative Agent and the Lenders in the order of priority set forth in Section 9.03.

2.13 Sharing of

Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans or any Tranche of the Loans made by it, or the participations in L/C Obligations, any payment (whether voluntary, involuntary,

through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase

from the other Lenders such participations in the Loans or any Tranche of Loans made by them and/or such sub-participations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing

Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them (or other share contemplated hereunder); provided, however, that if all or any portion of

such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such

purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of

(i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) (or other share contemplated hereunder) of any interest or other amount paid or payable by the purchasing

Lender in respect of the total amount so recovered, without further interest thereon. The Borrowers agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of

payment (including the right of setoff, but subject to Section 11.08) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation. The Administrative

Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or

repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the

portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

2.14 Incremental Facilities.

(a) The Borrowers or any Guarantor organized in the United States or Canada (any such Guarantor, for so long as loans or commitments remain

outstanding under the applicable Incremental Facility, an “Additional Borrower”) may, by written notice to the Administrative Agent, request the establishment of one or more new tranches of term facilities denominated in

Dollars, an Alternative Currency or any other currency agreed to by the applicable Borrower, the Administrative Agent and the Lenders providing such New Term Loan Facility (each, a “New Term Loan Facility”) and/or increase

the principal amount of the Initial Term Loans, any Incremental Term Loans or any Extended Term Loans by requesting new term loan commitments to be added to such Loans (together with any New Term Loan Facility, an “Incremental Term

Facility” and, any Loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or request the establishment of one or more new tranches of Revolving

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Credit Commitments (each, a “New Revolving Credit Facility”) and/or request an increase in any Tranche of Revolving Credit Commitments (together with any New

Revolving Credit Facility, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Facility, “Incremental Facilities” and, the loans thereunder, “Incremental

Revolving Credit Loans” and, together with any Incremental Term Loans, “Incremental Loans”); provided that no existing Lender will have an obligation to make any Incremental Facility, nor will

the Borrower have any obligation to approach any existing Lenders to provide any Incremental Facility, in an aggregate amount not in excess of the sum of

(x) the greater of (i) $1,100,000,000 (or a principal amount equal to the Dollar Equivalent of

$1,100,000,000) and (ii) 100% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding, less any

amount of Indebtedness incurred pursuant to clause (i)(D)(x)(1) of Section 8.02(p) and

(y) an unlimited amount if, after giving effect to the incurrence of such amount,

(i) in case of Incremental Facilities that are secured on a pari passu basis with the Obligations, the First Lien Net Leverage

Ratio is less than or equal to 3.75 to 1.00 on a Pro Forma Basis,

(ii) in case of Incremental Facilities that are

secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to 4.00 to 1.00 on a Pro Forma Basis, and

(iii) in case of Incremental Facilities that are unsecured, either (x) the Fixed Charge Coverage Ratio is greater than or

equal to 2.00 to 1.00 on a Pro Forma Basis or (y) the Total Net Leverage Ratio is less than or equal to 4.25 to 1.00 on a Pro Forma Basis

(in

each case, assuming (A) the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included, (B) any Incremental

Facilities are fully drawn and (C) the proceeds held as cash or Cash Equivalents thereof or of other Indebtedness incurred substantially concurrently therewith are not netted for the purposes of calculating the First Lien Net Leverage Ratio,

the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio) and, in each instance, for an amount not less than $5,000,000 (or a principal amount equal to the Dollar Equivalent of $5,000,000) individually (or such lesser amount which

shall be approved by the Administrative Agent);

provided that Incremental Facilities

(1) shall be incurred pursuant to clause (y) above prior to utilization of any capacity pursuant to

clause (x) above,

(2) amounts incurred in reliance on clause (x) above concurrently

with amounts incurred in reliance on clause (y) above shall not be included as Indebtedness in the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio or the Fixed Charge Coverage

Ratio, as applicable, for purposes of calculating any amounts that may be incurred pursuant to clause (y) above on the same day and

(3) if all or any portion of any Incremental Facility was originally incurred or issued in reliance on clause

(x) above and thereafter such amount could have been incurred pursuant to clause (y) above, such amount of such Incremental Facility shall be reclassified, as the applicable Borrower may elect from time to time, as

having been incurred pursuant to clause (y) above and thereafter shall not count as utilization of clause (x) above;

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provided, further, that, notwithstanding the foregoing or anything to the

contrary set forth herein,

(1) Incremental Term Loans may be incurred without regard to any of the

foregoing limits to the extent that the Net Cash Proceeds of such Incremental Term Loans are used on or about the date of incurrence to permanently prepay and refinance Term Loans of any Tranche selected by the applicable Borrower on a

dollar-for-dollar basis, and any such Incremental Term Loans (the “Refinancing Incremental Term Loans”) shall be deemed to have been incurred pursuant to this proviso, and

(2) New Revolving Credit Facilities may be incurred without regard to the foregoing limits to the extent that such New

Revolving Credit Facilities are used on or about the date of incurrence to refinance and permanently reduce Revolving Credit Commitments of any Tranche selected by Borrower on a dollar-for-dollar basis, and any such Revolving Credit Commitments

thereunder (the “Refinancing Incremental Revolving Credit Commitments”) shall be deemed to have been incurred pursuant to this proviso.

Each such notice shall specify

(i) the date (each, an “Increased Amount Date”) on which the applicable Borrower proposes that the applicable

Incremental Facility shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period otherwise agreed to by the Administrative Agent in

its sole discretion),

(ii) the identity of each Lender or Affiliate or other Person that is consented to by the

Administrative Agent (which consent shall not be unreasonably withheld) and by the L/C Issuer to the extent such consent, if any, would be required under Section 11.06 for an assignment of Loans or Revolving Credit Commitments

(any such Affiliate or other Person, a “New Incremental Lender”) to whom the Borrowers propose any portion of such Incremental Facility be allocated and the amounts of such allocations and

(iii) whether such Incremental Facility is to be an Incremental Term Facility or Incremental Revolving Credit Facility. Such

Incremental Facility shall become effective as of such Increased Amount Date;

provided that

(A) subject to Section 1.10, no Event of Default or Default shall exist on such Increased Amount Date before

or after giving effect to such Incremental Facility,

(B) each of the conditions set forth in

Section 5.02 (and in the cases of Sections 5.02(a) and (b), subject to Section 1.10)) shall be satisfied and all fees and expenses owing in respect of such increase to the

Administrative Agent and the Lenders have been paid;

shall be effected pursuant to one or more joinder agreements (an “Incremental Amendment”) in form and substance satisfactory to the Administrative Agent and executed and delivered by a Borrower (or Additional Borrower, if

applicable) and the Administrative Agent, each of which shall be recorded in the Register; and

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(D) the Borrowers shall deliver or cause to be delivered any legal opinions

or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

(b) The creation or

provision of any Incremental Facility or Incremental Loan (and, in connection therewith, any amendment to the terms of this Agreement that is necessary or appropriate to implement the provisions thereof or that is favorable to the then-existing

Lenders, in each case, as reasonably determined by the Administrative Agent in its sole discretion) shall not require the approval of any existing Lender other than any existing Lender providing all or part of any Incremental Commitment.

(c) The terms and provisions of any New Revolving Credit Facility (other than pricing, maturity and fees) shall be, except as otherwise set

forth herein or in the joinder agreement set forth in Section 2.14(a), substantially identical to the existing Revolving Credit Facility; provided that,

(i) no New Revolving Credit Facility shall mature earlier than, or require any scheduled amortization or mandatory commitment

reduction prior to, the Revolving Credit Maturity Date of any Tranche of Revolving Credit Loans (or, in the case of Refinancing Incremental Revolving Credit Commitments, the final maturity date of the Tranche of Revolving Credit Commitments that are

being refinanced),

(ii) any guarantor of any New Revolving Credit Facility shall also be a Guarantor,

(iii) if secured, such New Revolving Credit Facility shall not be secured by any assets that do not constitute Collateral and

may not be secured pursuant to security documentation that is materially more restrictive, when taken as a whole, to the Loan Parties than the Loan Documents,

(iv) each New Revolving Credit Facility shall rank pari passu or junior in right of payment and pari passu or

junior with respect to security with the Obligations or may be unsecured (and to the extent junior in right of payment or security, shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent) and

(v) each New Revolving Credit Facility established under the Loan Documents shall provide that

(A) the borrowing and repayment (except for (1) repayments required upon the maturity of any Revolving Credit Loan or

Incremental Revolving Credit Loan and (2) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (B) below)) under Incremental Revolving Credit Facilities after the date of obtaining any

Incremental Revolving Credit Facility shall be made on a pro rata basis with the Revolving Credit Facilities and

(B) the

permanent repayment of Incremental Revolving Credit Loans, and termination of commitments, under Incremental Revolving Credit Facilities after the date of obtaining any Incremental Revolving Credit Facility shall be made on a pro rata basis with the

Revolving Credit Facilities, except that any Borrower shall be permitted to permanently repay and terminate commitments under any Revolving Credit Facility or Incremental Revolving Credit Facility on a better than pro rata basis as compared to any

such facility with a later maturity date.

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(d) The terms and provisions of any Incremental Term Loans shall be, if such Incremental

Term Loans are not Initial Term Loans, except as otherwise set forth herein or in the joinder agreement set forth in Section 2.14(a), substantially identical to the Initial Term Loans, as applicable; provided that,

except as otherwise set forth herein or in the joinder agreement set forth in Section 2.14(a), then

(i)

the weighted average life to maturity of any New Term Loan Facility shall be no shorter than the weighted average life to maturity of any then outstanding Term Loans, (or, in the case of any New Term Loans that are Refinancing Incremental Term

Loans, the weighted average life to maturity of the Tranche of Term Loans that are being refinanced),

(ii) the final

maturity date with respect to any New Term Loans shall be no earlier than the maturity date of any then outstanding Term Loans (or, in the case of any New Term Loans that are refinancing Incremental Term Loans, the final maturity date of the Tranche

of Term Loans that are being refinanced),

(iii) if the Yield on any New Term Loans which are (a) incurred hereunder

no later than 6 months after the Amendment No. 9 Effective Date and (b) are secured on a pari passu basis with the Amendment No. 9 Term Loans exceeds by more than 50 basis points (the amount of such excess above

50 basis points being referred to herein as the “Yield Differential”) the Applicable Rate then in effect for any Amendment No. 9 Term Loans, then the Applicable Rate (together with, as provided in the proviso

below, Adjusted Term SOFR (or a Benchmark Replacement thereof) or Base Rate floor) then in effect for Amendment No. 9 Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the New Term Loans

(and if the margins on the New Term Loans are subject to a leveraged-based pricing grid, appropriate increases to the Applicable Rates for the Amendment No. 9 Term Loans, consistent with the foregoing, shall be made); provided that,

(x) if any New Term Loans include Adjusted Term SOFR (or a Benchmark Replacement thereof) or Base Rate floor that is greater than Adjusted Term SOFR (or a Benchmark Replacement thereof) or Base Rate floor then applicable to any Amendment

No. 9 Term Loans, such differential between interest rate floors shall be included in the calculation of Yield for purposes of this clause (iii), but only to the extent an increase in Adjusted Term SOFR (or a Benchmark Replacement

thereof) or Base Rate floor applicable to such Amendment No. 9 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case Adjusted Term SOFR (or a Benchmark Replacement thereof) and Base Rate

floors (but not the Applicable Rate) applicable to the Term Loans shall be increased to the extent of such differential between interest rate floors and (y) for the avoidance of doubt, any spread adjustment applicable to any Replacement

Benchmark shall not be deemed to be part of the “Applicable Rate” (this clause (iii), the “MFN Adjustment”),

(iv) any guarantor of any New Term Loan Facility shall also be a Guarantor,

(v) if secured, such New Term Loan Facility shall not be secured by any assets that do not constitute Collateral and may not be

secured pursuant to security documentation that is more restrictive to the Loan Parties than the Loan Documents, and

(vi)

each New Term Loan Facility shall rank pari passu or junior in right of payment and pari passu or junior with respect to security with the Obligations or may be unsecured (and to the extent subordinated in right of payment or security, shall be

subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent),

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provided, that Incremental Term Loans may be incurred in the form of

a customary bridge facility intended to be refinanced with (or which converts into or is exchanged for) long-term indebtedness (and such bridge facility shall be deemed to satisfy Section 2.14(d)(i) above so long as (x) such credit facility

includes customary “rollover” provisions and (y) assuming such bridge facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply with Section 2.14(d)(i) above)

and in which case, on or prior to the first anniversary of the incurrence of such bridge facility, nothing in this Section 2.14(d) shall prohibit the inclusion of customary terms for “bridge” facilities, including customary

mandatory prepayment, repurchase or redemption provisions.

Each joinder agreement referred to in Section 2.14(a) may,

without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, as reasonably determined by the Administrative Agent in its sole discretion, to effect the provision

of this Section 2.14.

(e) Each of the parties hereto hereby agrees that the Administrative Agent may take any and

all action as may be reasonably necessary to ensure that all Incremental Loans that are to be additional Term Loans or Revolving Credit Loans, as applicable, and when originally made, are included in each Borrowing of outstanding Term Loans or

Revolving Credit Loans, as applicable, on a pro rata basis. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding Term SOFR Loan or Eurocurrency Rate Loan to be converted into a Base Rate Loan on the

date of each such Incremental Loan, or by allocating a portion of each such Incremental Loan to each outstanding applicable Term SOFR Loans or Eurocurrency Rate Loans on a pro rata basis, even though as a result thereof such Incremental Loan may

effectively have a shorter Interest Period than the Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Term SOFR

Loans or Eurocurrency Rate Loans to Base Rate Loans made pursuant to the preceding sentence shall be subject to Section 3.05. If any Incremental Loan is to be allocated to an existing Interest Period for a Term SOFR Loan or a

Eurocurrency Rate Loan then, subject to Section 2.08(b), the interest rate applicable to such Incremental Loan for the remainder of such Interest Period shall equal Adjusted Term SOFR or the Adjusted Eurocurrency Rate, as

applicable, for a period approximately equal to the remainder of such Interest Period (as determined by the Administrative Agent two Business Days before the date such Incremental Loan is made) plus the Applicable Rate then in effect. In addition,

to the extent any Incremental Term Loans are to be additional Term Loans, the applicable scheduled amortization payments under Section 2.07 required to be made after the making of such Incremental Term Loans shall be ratably

increased by the aggregate principal amount of such Incremental Term Loans.

(f) Prior to the Increased Amount Date, if the Restricted

Subsidiary incurring the Incremental Facility is an Additional Borrower, such Subsidiary shall deliver to the Lenders providing the Incremental Facility (including any New Incremental Lender) and the Administrative Agent, such documentation and

other information reasonably requested by such Lenders or the Administrative Agent for purposes of complying with all necessary “know-your-customer” or other similar checks under all applicable laws and regulations and no written

objection submitted by any of the Lenders or the Administrative Agent within five Business Days of the date of receipt of such documentation and other information shall have been given by such Lenders or the Administrative Agent.

Any obligations in respect of borrowings by any Borrower or any Additional Borrower under this Agreement will constitute “Obligations” for all

purposes of the Loan Documents. If the Incremental Facility is incurred in a currency other than Dollars, this Agreement may be amended to reflect such new currency hereunder, which amendment must be mutually agreed to by the Administrative Agent

and Holdings.

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(g) For the avoidance of doubt, no amendment, waiver or consent pursuant to

Section 11.01 shall impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder with respect to any New Term Loan Facility without the written consent of the holders of a

majority of the aggregate unpaid principal amount of such Term Loan Commitments and New Term Loans outstanding under such New Term Loan Facility.

(h) Any Incremental Facility that is secured on a junior lien basis to the Obligations or is unsecured shall be established pursuant to

separate documentation from the Loan Documents.

For the avoidance of doubt, any prepayment of Loans with the proceeds received in

connection with the incurrence of Incremental Term Loans pursuant to this Section 2.14 shall be deemed an optional prepayment under Section 2.05(a).

2.15 Defaulting Lender.

(a) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then the following

provisions shall apply for so long as such Lender is a Defaulting Lender:

(i) Waivers and Amendments. Such

Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and in Section 11.01.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the

Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to

Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows:

first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;

second, to the payment

(x) on a pro rata basis of any amounts owing by such Defaulting

Lender to the L/C Issuers hereunder and (y) of all amounts owing by such Defaulting Lender to the Swingline Lenders on Swingline Loans hereunder;

third, to cash collateralize the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in

accordance with Section 2.15(d);

fourth, as the Borrowers may request (so long as no Default or

Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent;

fifth, if so determined by the Administrative Agent and Holdings, to be held in a deposit account and released pro rata

in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans (including

Swingline Loans) under this Agreement and (y) cash collateralize the L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future

Letters of Credit issued under this Agreement, in accordance with Section 2.15(d);

sixth, to the payment of any amounts owing to the Lenders or the L/C Issuers as a result of any judgment of a court of

competent jurisdiction obtained by any Lender or the L/C Issuers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement;

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seventh, so long as no Default or Event of Default exists, to the

payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under

this Agreement; and

eighth, to such Defaulting Lender or as otherwise directed by a court of competent

jurisdiction;

provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowing in

respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.02 were

satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, such

Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable Facility without giving effect to Section 2.15(a)(v). Any payments,

prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and

redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Subject to

Section 11.06(b)(viii) hereof, the failure of any Defaulting Lender to make the Loan to be made by it as part of any Borrowing shall constitute a material breach by such Defaulting Lender of this Agreement and, to the

extent such Defaulting Lender fails to cure the default pursuant to Section 2.15(b) hereof within five Business Days shall entitle the Borrowers to replace the Defaulting Lender with one or more substitute Lenders, and

the Defaulting Lender shall have no right to refuse to be replaced hereunder. The notice from the Borrowers to the Administrative Agent and such Defaulting Lender being replaced shall specify an effective date for such replacement,

which date shall be at least two Business Days, but not later than fifteen Business Days, after the date such notice is given. Prior to the effective date of such replacement, the Defaulting Lender shall execute and deliver an Assignment

and Assumption, subject only to the Defaulting Lender being repaid its share of the outstanding Obligations without any premium or penalty of any kind whatsoever. If the Defaulting Lender shall refuse or fail to execute and

deliver any such Assignment and Assumption prior to the effective date of such replacement, the Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption. The replacement of any Defaulting

Lender shall be made in accordance with the terms of Section 11.15.

(iv) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a

Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Revolving Credit Lender that is a Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period

during which that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the available amount of Letters of Credit for which it has provided cash collateral pursuant to Section 2.15(d).

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Revolving Credit Lender that is a Defaulting Lender (as “Defaulting Revolving Credit Lender”) pursuant to clause (B) above, the Borrowers shall (x) pay to each non-Defaulting Revolving Credit Lender that portion

of any such fee otherwise payable to such Defaulting Revolving Credit Lender with respect to such Defaulting Revolving Credit Lender’s obligation to fund participations in respect of Letters of Credit that have been reallocated to such

non-Defaulting Revolving Credit Lender pursuant to Section 2.15(a)(v) below, (y) pay to each L/C Issuer the amount of any such fee otherwise payable to such Defaulting Revolving Credit Lender to the extent allocable to such

L/C Issuer’s Fronting Exposure to such Defaulting Revolving Credit Lender and (z) not be required to pay the remaining amount of any such fee.

(v) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Revolving Credit

Lender’s obligation to fund participations in respect of Letters of Credit and Swingline Loans shall be reallocated among the non-Defaulting Revolving Credit Lenders in accordance with their respective Pro Rata Shares (calculated

without regard to such Defaulting Revolving Credit Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 5.02 are satisfied at the time of such reallocation (and,

unless the Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) the Outstanding Amount of each

non-Defaulting Revolving Credit Lender’s Revolving Credit Loans, Swingline Loans and L/C Obligations (with the aggregate amount of each Revolving Credit Lender’s funded participations in L/C Obligations (prior to giving effect to

such reallocation) being deemed ‘held’ by such Revolving Credit Lender for this purpose) do not exceed the Revolving Credit Commitment of such non-Defaulting Revolving Credit Lender. Subject to Section 11.23, no

reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of

such non-Defaulting Lender’s increased exposure following such reallocation.

(vi) Cash Collateral. If the

reallocation described in clause (v) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, cash collateralize any L/C Issuer’s

Fronting Exposure (after giving effect to any partial reallocation pursuant to clause (v) above) in accordance with the procedures set forth in Section 2.15(d) for so long as such Obligations are outstanding.

(b) Defaulting Lender Cure. If the Borrowers, the Administrative Agent, each Swingline Lender and each L/C Issuer agree in

writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include

arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be

necessary to cause the Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the Commitments under the applicable Facility (without giving effect to

Section 2.15(a)(v)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower

while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or

release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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Lender, no L/C Issuer shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto (determined after giving effect to

Section 2.15(a)(v) and any cash collateral provided by such Defaulting Lender).

(d) Cash Collateral.

(i) At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the

Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent) the Borrowers shall cash collateralize such L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to

Section 2.15(a)(v) and any cash collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(ii) The Borrowers, and to the extent provided by any Defaulting Revolving Credit Lender, such Defaulting Revolving Credit

Lender, hereby grant to the Administrative Agent, for the benefit of each L/C Issuer, and agrees to maintain, a first priority security interest in all such cash collateral as security for the Defaulting Revolving Credit Lender’s obligation to

fund participations in respect of Letters of Credit, to be applied pursuant to clause (iii) below. If at any time the Administrative Agent determines that cash collateral is subject to any right or claim of any Person other than the

Administrative Agent and such L/C Issuer as herein provided (other than Permitted Liens), or that the total amount of such cash collateral is less than the Minimum Collateral Amount, the Borrowers will, promptly upon demand by the Administrative

Agent, pay or provide to the Administrative Agent additional cash collateral in an amount sufficient to eliminate such deficiency (after giving effect to any cash collateral provided by the Defaulting Revolving Credit Lender).

(iii) Notwithstanding anything to the contrary contained in this Agreement, cash collateral provided under this

Section 2.15 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Revolving Credit Lender’s obligation to fund participations in respect of Letters of Credit (including, as to cash

collateral provided by a Defaulting Revolving Credit Lender, any interest accrued on such obligation) for which the cash collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iv) Cash collateral (or the appropriate portion thereof) provided to reduce any L/C Issuer’s Fronting Exposure shall no

longer be required to be held as cash collateral pursuant to this Section 2.15 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable

Lender), or (ii) the determination by the Administrative Agent and such L/C Issuer that there exists excess cash collateral; provided that, subject to this Section 2.15 the Person providing cash collateral and

such L/C Issuer may agree that cash collateral shall be held to support future anticipated Fronting Exposure or other obligations; provided, further, that to the extent that such cash collateral was provided by a

Borrower, such cash collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

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2.16 Extension of Term Loans and Revolving Credit Commitments.

(a) The Borrowers may at any time and from time to time request that all or a portion of the (i) Term Loans of one or more Tranches

existing at the time of such request (each, an “Existing Term Loan Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) or (ii) Revolving Credit Commitments

and Revolving Credit Loans of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Loan Tranches, each an “Existing

Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche, the “Existing Revolving Credit Commitments”, and the Revolving Credit Loans of such Existing Revolving Tranche, the

“Existing Revolving Loans” and, together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal with

respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Credit Tranche”,

as applicable, and each an “Extended Tranche”, and the Term Loans, Revolving Credit Commitments or Revolving Credit Loans, as applicable, of such Extended Tranches, the “Extended Term Loans”,

“Extended Revolving Credit Commitments” or “Extended Revolving Credit Loans”, as applicable and, collectively, the “Extended Loans”) and to provide for other terms

consistent with this Section 2.16; provided that

(i) no Event of Default pursuant to

Section 9.01(a), (f) or (g) shall have occurred and be continuing at the time of such extension or would exist after giving effect to such extension,

(ii) any such request shall be made by Holdings to all Lenders within any one or more Tranches of Term Loans or Revolving

Credit Commitments and Revolving Credit Loans, as applicable, (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Term Loans or on the aggregate Revolving Credit Commitments

within any one or more Tranches, as applicable) and

(iii) any applicable Minimum Extension Condition shall be satisfied

unless waived by the Borrowers in its sole discretion.

In order to establish any Extended Tranche, the Borrowers shall provide a notice to

the Administrative Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be

established, which terms shall be substantially similar, when taken as a whole, to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except

(x) all or any of the final maturity dates of such Extended Tranches may be delayed to later dates than the final maturity

dates of the Specified Existing Tranche,

(y)(A) the interest margins with respect to the Extended Tranche may be higher

or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding

clause (A) and

(z) in the case of an Extended Term Tranche, so long as the weighted average life to

maturity of such Extended Tranche would be no shorter than the remaining weighted average life to maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization

rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment;

provided that,

notwithstanding anything to the contrary set forth in this Section 2.16 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrowers’ discretion, more restrictive

assignment and participation provisions applicable to Initial Term Loans or Initial Revolving Credit Commitments, as applicable, set forth in Section 11.06. No Lender shall have any obligation to agree to have any of its Existing

Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended

Tranches so established on such date).

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(b) The Borrowers shall provide the applicable Extension Request at least ten

(10) Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender

(an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Administrative Agent (each, an “Extension Election”)

on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to

Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount

of Specified Existing Tranches included in each such Extension Election. In connection with any extension of Loans pursuant to this Section 2.16 (each, an “Extension”), the Borrowers shall agree to such

procedures regarding timing, rounding and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, as may be established by, or acceptable to, the Administrative Agent,

in each case acting reasonably to accomplish the purposes of this Section 2.16. The Borrowers may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Administrative Agent at any time

prior to the date (the “Extension Request Deadline”) on which Lenders under the applicable Existing Term Loan Tranche or Existing Term Loan Tranches are requested to respond to the Extension Request. Any Lender may revoke

an Extension Election at any time prior to 5:00 p.m. on the date that is two Business Days prior to the Extension Request Deadline, at which point the Extension Request becomes irrevocable (unless otherwise agreed by Borrower). The revocation of an

Extension Election prior to the Extension Request Deadline shall not prejudice any Lender’s right to submit a new Extension Election prior to the Extension Request Deadline.

(which may include amendments to provisions related to maturity, interest margins or fees referenced in clauses (x) and (y) of Section 2.16(a), or, in the case of Extended Term Tranches,

amortization rates referenced in clause (z) of Section 2.16(a), or amendments to any other terms (including representations and warranties, conditions, prepayments, covenants or events of default) that are

necessary or appropriate to implement the provisions thereof or that are favorable to the then-existing Lenders, as reasonably determined by the Administrative Agent in its sole discretion, and which, in each case, except to the extent expressly

contemplated by the last sentence of this Section 2.16(c) and notwithstanding anything to the contrary set forth in Section 11.01, shall not require the consent of any Lender other than the Extending Lenders

with respect to the Extended Tranches established thereby and any L/C Issuers and any Swingline Lender with respect to the Extended Tranches established thereby) executed by the Loan Parties, the Administrative Agent, the Extending Lenders

with respect to the Extended Tranches and any L/C Issuers and any Swingline Lender with respect to the Extended Tranches. Subject to the requirements of this Section 2.16 and without limiting the generality or applicability

of Section 11.01 to any Section 2.16 Additional Amendments, any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such

additional amendment, a “Section 2.16 Additional Amendment”) to this Agreement and the other Loan Documents; provided that such Section 2.16 Additional Amendments do not become effective prior to the time

that such Section 2.16 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Loan

Parties and other parties (if any) as may be required in order for such Section 2.16 Additional Amendments to become effective in accordance with Section 11.01; provided, further,

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that no Extension Amendment may provide for (i) any Extended Tranche to be secured by any Collateral or other assets of any Loan Party that does not also secure the applicable Existing

Tranches or be guaranteed by any Person other than the Guarantors and (ii) so long as any Existing Term Loan Tranches are outstanding, any mandatory prepayment provisions that do not also apply to the Existing Term Loan Tranches (other than

Existing Term Loan Tranches secured on a junior basis by the Collateral or ranking junior in right of payment, which shall be subject to junior prepayment provisions) on a pro rata or otherwise more favorable basis. Notwithstanding anything to the

contrary set forth in Section 11.01, any such Extension Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable judgment of

Holdings and the Administrative Agent, to effect the provisions of this Section 2.16; provided that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.16

Additional Amendment. Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with Section 2.16(a)

(an “Extension Date”), in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to the aggregate

principal amount of Extended Tranche so converted by such Lender on such date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing Tranches (together with any other

Extended Tranches so established on such date).

(d) If, in connection with any proposed Extension Amendment, any Lender declines to

consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”) then the Borrowers may, on notice to the Administrative

Agent and the Non-Extending Lender, replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 11.06 (with the assignment fee and any other costs and expenses to

be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to

find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Loans on the terms set forth in such Extension Amendment; provided, further,

that all obligations of the Borrowers owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption. In

connection with any such replacement under this Section 2.16, if the Non-Extending Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption by the later of (A) the date on

which the replacement Lender executes and delivers such Assignment and Assumption and (B) the date as of which all obligations of the Borrowers owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full

by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption as of such date and Holdings shall be entitled

(but not obligated) to execute and deliver such Assignment and Assumption on behalf of such Non-Extending Lender.

(e) Following any

Extension Date, with the written consent of Holdings, any Non-Extending Lender may elect to have all or a portion of its Existing Loans deemed to be an Extended Loan under the applicable Extended Tranche on any date (each date a

“Designation Date”) prior to the maturity date of such Extended Tranche; provided that such Lender shall have provided written notice to Holdings and the Administrative Agent at least ten (10) Business

Days prior to such Designation Date (or such shorter period as the Administrative Agent may agree in its reasonable discretion); provided, further, that no greater amount shall be paid by or on behalf of Holdings or any

of its Affiliates to any such Non-Extending Lender as consideration for its extension into such Extended Tranche than was paid to any Lender in respect of such Extended Tranche as consideration for its Extension into such Extended Tranche. Following

a Designation Date, the Existing Loans held by such Lender so elected to be extended will be deemed to be Extended Loans of the applicable Extended Tranche, and any Existing Loans held by such Lender not elected to be extended, if any, shall

continue to be “Existing Loans” of the applicable Tranche.

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With respect to all Extensions consummated by the Borrowers pursuant to this

Section 2.16, (i) such Extensions shall not constitute optional or mandatory payments or prepayments for purposes of Sections 2.05(a) and (b) and (ii) no Extension Request is required to

be in any minimum amount or any minimum increment, provided that Holdings may elect to specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be

determined and specified in the relevant Extension Request in the Borrowers’ sole discretion and may be waived by the Borrowers) of Existing Loans of any or all applicable Tranches be extended. The Administrative Agent and the Lenders hereby

consent to the transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant

Extension Request) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.05(a) and (b) and Section 2.07) or any other Loan Document that

may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16.

For the

avoidance of doubt, the provisions of Section 2.13 shall not be construed to apply to any Extension in accordance with this Section 2.16.

For the avoidance of doubt, any prepayment of Loans with the proceeds received in connection with the incurrence of Term Loans and

Revolving Credit Commitments pursuant to this Section 2.16 shall be deemed an optional prepayment under Section 2.05(a).

2.17 Interest Act (Canada).

(a) For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or

in connection herewith is to be calculated on the basis of a 360-day or 365-day year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the

actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or 365, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed

reinvestment of interest does not apply to any interest calculation under this Agreement.

(b) Each Canadian Loan Party acknowledges and

confirms that:

(i) clause (a) above satisfies the requirements of Section 4 of the Interest Act (Canada) to the

extent it applies to the expression or statement of any interest payable under any Loan Document; and

(ii) such Canadian

Loan Party is able to calculate the yearly rate or percentage of interest payable under any Loan Document based upon the methodology set out in clause (a) above.

(c) Any provision of this Agreement that would oblige a Canadian Loan Party to pay any fine, penalty or rate of interest on any arrears of

principal or interest secured by a mortgage on real property or hypothec on immovables that has the effect of increasing the charge on arrears beyond the rate of interest payable on principal money not in arrears shall not apply to such Canadian

Loan Party, which shall be required to pay interest on money in arrears at the same rate of interest payable on principal money not in arrears.

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(d) If any provision of this Agreement would oblige a Canadian Loan Party to make any

payment of interest or other amount payable to any Secured Party in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by that Secured Party of “interest” at a “criminal rate” (as

such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as

would not be so prohibited by applicable law or so result in a receipt by that Secured Party of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as

follows:

(i) first, by reducing the amount or rate of interest; and

(ii) thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid which would

constitute interest for purposes of section 347 of the Criminal Code (Canada).

2.18 Swingline Loans.

(a) Subject to the terms and conditions hereof, each Swingline Lender agrees to make a portion of the credit otherwise available to the

Borrower under the Revolving Credit Commitment from time to time after the Amendment No. 9 Effective Date until (but excluding) the Revolving Credit Maturity Date, by making swing line loans (“Swingline Loans”)

to the Borrower in Dollars; provided that (i) the aggregate Outstanding Amount of Swingline Loans at any time shall not exceed the Swingline Sublimit then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at

any time, when aggregated with the Outstanding Amount of such Swingline Lender’s other Revolving Credit Loans, may exceed the Swingline Sublimit then in effect) and (ii) the Borrower shall not request, and no Swingline Lender shall make,

any Swingline Loan if, after giving effect to the making of such Swingline Loan, (x) the aggregate Outstanding Amount of the Swingline Loans issued by such Swingline Lender would exceed its Swingline Commitment, (y) the aggregate

Outstanding Amount of the Swingline Loans plus such Swingline Lender’s Pro Rata Share of the Outstanding Amount of all Revolving Credit Loans would exceed such Swingline Lender’s Revolving Credit Commitment, or (z) the Total

Outstandings would exceed the Total Revolving Credit Commitments.

(b) From the Amendment No. 9 Effective Date until (but

excluding) the Revolving Credit Maturity Date, the Borrower may use the Swingline Sublimit by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be Base Rate Loans only.

(c) The Borrower shall repay to the Administrative Agent on behalf of the applicable Swingline Lender the then unpaid principal amount of

each Swingline Loan in accordance with Section 2.07(c).

(d) Whenever the Borrower desires that a Swingline Lender make

Swingline Loans, the Borrower shall deliver to such Swingline Lender a Committed Loan Notice (which notice must be received by such Swingline Lender not later than 10:00 a.m., New York City time, on the proposed Borrowing Date) (with a copy to the

Administrative Agent) specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day). Each borrowing under the Swingline Sublimit shall be in a minimum amount equal to $2,000,000 or a whole

multiple of $1,000,000 in excess thereof. Promptly thereafter, on the Borrowing Date specified in the applicable Committed Loan Notice in respect of Swingline Loans, the applicable Swingline Lender shall make available to the Borrower an amount in

immediately available funds equal to the amount of the

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Swingline Loan to be made by the applicable Swingline Lender by crediting such account or by wire transfer as is designated in writing to the applicable Swingline Lender by the Borrower (or as

otherwise directed by the Borrower). Promptly upon each funding of a Swingline Loan to the Borrower, the applicable Swingline Lender shall provide the Administrative Agent with a written notice (which may be via email) confirming that it has funded

such Swingline Loan and the amount thereof (and the parties hereto hereby acknowledge and agree that (i) the Administrative Agent may conclusively rely on such written notice for all purposes of the Loan Documents (including updating the

Register to include such Swingline Loan) and (ii) the Administrative Agent shall not have any duty or obligation to inquire into or confirm whether the proceeds of such Swingline Loan were actually received by the Borrower).

(e) With respect to any Swingline Loans that have not been voluntarily prepaid by the Borrower, the Administrative Agent, on behalf of the

applicable Swingline Lender, shall demand settlement (a “Settlement”) of all or any Swingline Loans with the Revolving Credit Lenders on at least a weekly basis, or on any more frequent date that the applicable

Swingline Lender elects or requests, by notifying the Revolving Credit Lenders of such requested Settlement, by facsimile, telephonic or electronic transmission no later than 3:00 p.m. (New York City time) on the date of such requested Settlement

(the “Settlement Date”). Each Revolving Credit Lender shall transfer its Pro Rata Share of the Outstanding Amount (plus interest accrued thereon to the extent requested by the Administrative Agent) of the applicable

Swingline Loan with respect to which Settlement is requested by the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate not later than 5:00 p.m. (New York City time) on such Settlement Date if

requested by the Administrative Agent by 3:00 p.m. (New York City time), otherwise not later than 5:00 p.m. (New York City time) on the next Business Day. Settlements may occur at any time notwithstanding that the conditions precedent to making

Revolving Credit Loans set forth in Section 5.02 have not been satisfied or the Revolving Credit Commitments shall have otherwise been terminated at such time. All amounts so transferred to the Administrative Agent shall be applied against the

amount of outstanding Swingline Loans and, when so applied shall constitute Revolving Credit Loans that are Base Rate Loans. The Borrower hereby authorizes the Administrative Agent and the Swingline Lenders to charge the Borrower’s accounts

with the Administrative Agent and the Swingline Lenders (up to the amount available in each such account) in order to pay, within three (3) Business Days after the applicable Settlement Date, the applicable Swingline Lender the amount of any

outstanding Swingline Loans to the extent the proceeds of Revolving Credit Loans made by Revolving Credit Lenders, including any Revolving Credit Loan deemed to be made by the applicable Swingline Lender, are not sufficient to repay in full the

outstanding Swingline Loans. If any portion of any such amount paid (or deemed to be paid) to the applicable Swingline Lender should be recovered by or on behalf of the Borrower from the applicable Swingline Lender in any bankruptcy proceeding, in

any assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.13.

(f) If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.18(h), one of the events

described in Section 9.01(f) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the applicable Swingline Lender in its sole discretion, Revolving Credit Loans may not be made as

contemplated by Section 2.18(e), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.18(e) or upon the request of the applicable Swingline Lender,

purchase for cash an undivided participating interest in the aggregate Outstanding Amount of Swingline Loans by paying to the applicable Swingline Lender an amount (the “Swingline Participation Amount”) equal to such

Revolving Credit Lender’s Pro Rata Share of the aggregate Outstanding Amount of Swingline Loans at such time that were to have been repaid with such Revolving Credit Loans or that the applicable Swingline Lender otherwise requests Revolving

Credit Lenders to purchase participation interests in.

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(g) Whenever, at any time after the applicable Swingline Lender has received from any

Revolving Credit Lender such Lender’s Swingline Participation Amount, the applicable Swingline Lender receives any payment on account of the Swingline Loans, such Swingline Lender will distribute to such Lender its Swingline Participation

Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such

Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment received by such Swingline Lender is

required to be returned, such Revolving Credit Lender will return to the applicable Swingline Lender any portion thereof previously distributed to it by such Swingline Lender.

(h) Each Revolving Credit Lender’s obligation to make the Loans referred to in Section 2.18(e) and to purchase participating

interests pursuant to Section 2.18(f) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Revolving Credit Lender or the

Borrower may have against the Swingline Lenders, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified

in Section 5.02, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other Revolving Credit

Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(i)

Notwithstanding anything to the contrary contained in Section 2.18 or elsewhere in this Agreement, (i) the Swingline Lenders shall not be obligated to make any Swingline Loan at a time when a Revolving Credit Lender is a Defaulting Lender

unless each Swingline Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate each Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in

such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the aggregate Outstanding Amount of Swingline Loans at such time and (ii) the Swingline Lenders shall not make

any Swingline Loan after it has received written notice from a Borrower, any other Loan Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as each Swingline Lender shall have received

written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default in accordance with Section 11.01.

ARTICLE III.

TAXES,

YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Except as required by applicable law, any and all payments by or on behalf of any Loan Party to or for the account of the Administrative

Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings (including back-up withholding) or

similar charges imposed by any Governmental Authority, and all interest, penalties or other liabilities with respect thereto (hereinafter referred to as “Taxes”), excluding, in the case of the Administrative Agent

and each Lender,

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(A) taxes imposed on or measured by its overall net income, and franchise

taxes imposed on it (in lieu of net income taxes), in each case, (x) by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized, maintains a

lending office, or (y) is subject to tax by virtue of any present or former connection (other than solely having executed, delivered, performed its obligations, received or perfected a security interest under, received payments under, engaged

in any other transaction pursuant to or enforced the Loan Documents, or sold or assigned an interest in any Loan or Loan Document),

(B) branch profits taxes imposed by a jurisdiction described under clause (A) above,

Borrowers under Section 11.15), any United States federal withholding tax that is imposed on amounts payable to such Foreign Lender under the law applicable at the time such Lender becomes a party to this Agreement (or designates

a new lending office) except to the extent that such Lender (or its assignor, if any) was entitled, immediately before designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant

to this Section 3.01,

(D) taxes attributable to the failure to comply with

Section 11.14,

(E) any U.S. federal withholding taxes imposed under FATCA and

(F) in the case of a Lender with respect to a Borrower that is a Canadian Loan Party (other than an assignee pursuant to a

request by the Borrowers under Section 11.15), any Canadian federal withholding tax that is imposed on amounts payable to or for the benefit of the Lender arising as a result of such Lender (i) not dealing at arm’s

length (within the meaning of the Income Tax Act (Canada)) with a Canadian Loan Party, or (ii) being a “specified non-resident shareholder” of a Canadian Loan Party or a non-resident person not dealing at arm’s length with a

“specified shareholder” of a Canadian Loan Party (in each case within the meaning of the Income Tax Act (Canada)) (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges,

interest, penalties and other liabilities being hereinafter referred to as “Non-Excluded Taxes”).

Notwithstanding the

foregoing, if any Taxes are required to be deducted from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender,

(i) such Loan Party shall make such deductions,

(ii) such Loan Party shall pay the full amount deducted to the relevant taxation authority or other authority in accordance

with applicable Laws,

(iii) if such Tax is a Non-Excluded Tax, the sum payable by the Loan Party shall be increased as

necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of the Administrative Agent and such Lender receives an amount equal to the sum it

would have received had no such deductions been made on account of Non-Excluded Taxes and

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(iv) as soon as practicable after the date of such payment, such Loan Party

shall furnish to the Administrative Agent (which shall forward the same to such Lender) or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other

written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

(b) In addition, each Loan Party agrees to

pay any and all present or future stamp, court or documentary, intangible, recording, filing or similar taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the

execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, excluding any such taxes imposed with respect to an assignment (other than an assignment made pursuant to

Section 11.15) (hereinafter referred to as “Other Taxes”).

indemnify the Administrative Agent and each Lender for (i) the full amount of any Non-Excluded Taxes and Other Taxes (including any Non-Excluded Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this

Section 3.01) payable or paid by the Administrative Agent and such Lender or required to be withheld or deducted from a payment to such party and (ii) any reasonable expenses arising therefrom or with respect thereto, in each

case whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, except for any interest and penalties with respect to Non-Excluded Taxes or Other Taxes to the extent

such Non-Excluded Taxes or Other Taxes are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent or such Lender. Payment under

this Section 3.01(c) shall be made within 30 days after the date such Lender or the Administrative Agent makes a demand therefor. A certificate as to the amount of such payment or liability delivered to the Loan Party by a Lender

(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) If any Lender is entitled to a refund, as determined by such Lender in its sole discretion exercised in good faith (including any credit

in lieu of a refund) of any Taxes with respect to which it has been indemnified pursuant to this Section 3.01 (including by the payment of additional amounts pursuant to this Section 3.01), such Lender shall pay

over such refund to the applicable Loan Party (but only to the extent of additional amounts paid by the Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of

such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Loan Party, upon the request of such Lender, agrees to repay the amount paid over to

such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender in the event such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the

contrary set forth in this paragraph (d), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (d) the payment of which would place the indemnified

party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments

or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any Lender to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to any

Loan Party or any other Person.

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3.02 Illegality. If any Lender determines that any Law has made it unlawful,

or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, or to determine or charge interest rates based upon

Term SOFR, Adjusted Term SOFR, the Adjusted Eurocurrency Rate or the Daily Simple RFR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any

Alternative Currency in the applicable interbank market then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans

in the affected currency or currencies or to convert Base Rate Loans to Term SOFR Loans or Eurocurrency Rate Loans and the calculation of Base Rate based upon Adjusted Term SOFR shall be suspended until such Lender notifies the Administrative Agent

and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, each Loan Party shall prepay such RFR Loans in full or shall, upon demand from such Lender (with a copy to the Administrative

Agent), prepay such Term SOFR Loans or Eurocurrency Rate Loans or, if applicable and such Loans are denominated in Dollars, convert all Term SOFR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if

any, if such Lender may lawfully continue to maintain such Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans to such day, or immediately, if no Interest Period applies or if such Lender may not lawfully continue to maintain such Term SOFR Loans,

Eurocurrency Rate Loans or RFR Loans, as applicable. Upon any such prepayment or conversion, the applicable Loan Party shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office

if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

3.03 Inability to Determine Rates.

(a) If the Required Lenders reasonably determine that

(i) for any reason adequate and reasonable means do not exist for determining Term SOFR, Adjusted Term SOFR, the Eurocurrency

Rate or the Adjusted Eurocurrency Rate or Daily Simple RFR for any requested Interest Period with respect to a proposed Term SOFR Loan or Eurocurrency Rate Loan (including because Term SOFR, EURIBO Rate or Alternate Currency LIBO Rate, as

applicable, is not available or published on a current basis) or RFR Loans,

(ii) they are unable to obtain matching

deposits in the London inter-bank market at or about 11:00 a.m. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Loans as a part of such Borrowing during its Interest Period,

(iii) the Eurocurrency Rate or the Adjusted Eurocurrency Rate for any Interest Period for such Loans will not adequately

reflect the cost to such Required Lenders of making, funding or maintaining their respective Eurocurrency Rate Loans for such Interest Period, the Administrative Agent will promptly so notify Holdings and each Lender, or

(iv) Term SOFR or Adjusted Term SOFR for any Interest Period for such Loans will not adequately reflect the cost to such

Required Lenders of making, funding or maintaining their respective Term SOFR Loans for such Interest Period,

thereafter, the obligation of the Lenders

to make or maintain Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans and the calculation of Base Rate based upon Adjusted Term SOFR, as applicable, shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders)

revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Term SOFR Loans, Eurocurrency Rate Loans or RFR Loans, as applicable, or, failing that, in the case

of Term SOFR Loans or Eurocurrency Rate Loans, as applicable, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars in (or, in the

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case of any applicable Loan in an Alternative Currency, in an amount equal to the Dollar Equivalent thereof) the amount specified therein. Any then outstanding (x) Term SOFR Loans

denominated in Dollars shall be converted to Base Rate Loans at the end of the relevant Interest Period, if applicable, or immediately and (y) any Eurocurrency or RFR Loans denominated in any Alternative Currency shall prepaid at the end of the

relevant Interest Period, if applicable, or immediately.

(b) Solely with respect to the Initial Term Loans, notwithstanding

anything to the contrary set forth in this Agreement or any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a

copy to the Borrower) that the Required Lenders have determined, that (i) adequate and reasonable means do not exist for ascertaining Term SOFR or Adjusted Term SOFR for any requested Interest Period, including, without limitation, because Term

SOFR or Adjusted Term SOFR, as applicable, is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the supervisor for the administrator of the Term SOFR or Adjusted Term SOFR, as applicable,

or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which Term SOFR or Adjusted Term SOFR, applicable, shall no longer be made available, or used for determining

the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), then, after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the

Administrative Agent and the Borrowers may amend this Agreement to replace Term SOFR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) that has been broadly accepted by

the syndicated loan market in the United States in lieu of Term SOFR (it being agreed that such rate shall at no time be less than 0.00% per annum) (any such proposed rate, a “Successor

Rate”), together with any proposed Successor Rate Conforming Changes and, notwithstanding anything to the contrary set forth in Section 11.01, any such amendment shall become effective at

5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the

Administrative Agent notice that such Required Lenders do not accept such amendment.

Initial Term Loans, if no Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred, the obligation of the Lenders to make or maintain Eurocurrency Rate

Loans and the calculation of Base Rate based upon Adjusted Eurocurrency Rate shall be suspended (to the extent of the affected Term SOFR or Adjusted Term SOFR or Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending

request for a Eurocurrency Rate Loan of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Term SOFR or Adjusted Term SOFR or Interest Periods) or, failing that, will be deemed to have converted such request

into a request for a Borrowing of Base Rate Loans in the amount specified therein.

(d) Solely with respect to the Initial

Term Loans, “Successor Rate Conforming Changes” as used in this Section 3.03, means, with respect to any proposed Successor Rate, any conforming changes to the definition of

Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such Successor

Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not

administratively feasible or that no market practice for the administration of such Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower).

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(e) Notwithstanding anything to the contrary contained in this Agreement or the other Loan

Documents, from time to time if the Borrower and the Administrative Agent reasonably determine in good faith that (A) a comparable successor rate to SONIA (or a successor to such successor rate) becomes available and (B) such successor

rate is recommended for use by a Relevant Governmental Body, then the Borrower and the Administrative Agent may amend this Agreement and the other Loan Documents to replace SONIA or any successor rate with the applicable successor rate to it,

pursuant to generally accepted then prevailing market convention as determined by the Borrower in good faith and to make such other conforming changes to this Agreement and the other Loan Documents in connection therewith, including any necessary

spread adjustment that is generally accepted as the then prevailing market convention determined by the Borrower in good faith, so long as such rate is reasonably practicable for the Administrative Agent to administer, and such amendment shall

become effective at or after 5:00 p.m. (New York City time) on the fifth (5th) RFR Business Day after the date notice of such Benchmark Replacement is provided to the Lenders 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 (or the Majority Facility Lenders in respect of Revolving Credit Loans denominated in Pound

Sterling). In addition, from time to time, if the Borrower and the Required Lenders (or the Majority Facility Lenders of any Class of Revolving Credit Loans denominated in Pound Sterling) determine that the circumstances described in the preceding

sentence have occurred, then, the Borrower and the Required Lenders (or the Majority Facility Lenders in respect of Revolving Credit Loans, as applicable) may enter into amendment to this Agreement to implement the changes described above and to

make such other conforming changes to this Agreement and the other Loan Documents in connection therewith, in each case, so long as such rate is reasonably practicable for the Administrative Agent to administer.

(f) Benchmark Replacement Setting.

Other than with respect to the Initial Term Loans, notwithstanding anything to the contrary herein or in any other Loan Document:

(i) [Reserved.]

(ii) Replacing Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will

replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any such Benchmark setting at or after 5:00 p.m. 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 of each affected Class. At any time that the administrator of any then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced

by the regulatory supervisor for the administrator or the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative and will not be restored, (x) with respect to amounts

denominated in Dollars, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of

notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans and

(y) with respect to amounts denominated in any currency other than Dollars, the obligation of the Lenders to make or maintain Loans referencing such Benchmark in the affected currency shall be suspended (to the extent of the affected amounts or

Interest Periods (as applicable)) and any outstanding loans in such currency shall immediately or, in the case of a term rate at the end of the applicable Interest Period, be prepaid in full. During the period referenced in the foregoing sentence,

if a component of Base Rate is based upon the Benchmark, such component will not be used in any determination of Base Rate.

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(iii) Benchmark Replacement Conforming Changes. In connection

with the implementation and administration of any Benchmark or Benchmark Replacement, 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.

(iv) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the

Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the

Administrative Agent as set forth in this Section 3.03(f) may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which

implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. 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 3.03(f), 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, 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 hereto, except, in each case, as expressly required pursuant to this Section 3.03(f).

(v) Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of any

Benchmark Replacement), (A) if the then-current Benchmark is a term rate (including Term SOFR or Eurocurrency Rate), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark

(including Benchmark Replacement) settings and (B) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.

(vi) Disclaimer. The Administrative Agent does not warrant or accept any responsibility for, and shall not have

any liability with respect to (A) the administration, submission or any other matter related to Adjusted Term SOFR, SOFR, the London interbank offered rate, other rates in the definition of “Eurocurrency Rate” or SONIA or with

respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation any Benchmark Replacement implemented hereunder), (B) the composition or characteristics of any such Benchmark Replacement,

including whether it is similar to, or produces the same value or economic equivalence to Adjusted Term SOFR, SOFR, Eurocurrency Rate, SONIA or any other Benchmark or have the same volume or liquidity as did Adjusted Term SOFR, SOFR, Eurocurrency

Rate, SONIA or any other Benchmark, (C) any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by this Section 3.03(f) including, without limitation, whether or not a Benchmark

Transition Event has occurred, the removal or lack thereof of unavailable or non-representative tenors, the implementation or lack thereof of any Benchmark Replacement Conforming Changes, the delivery or non-delivery of any notices required by

clause (iv) above or otherwise in accordance herewith, and (D) the effect of any of the foregoing provisions of this Section 3.03(f).

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3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on

Loans.

(a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of

any Law, in each case after the Closing Date, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Term SOFR Loans or Eurocurrency Rate Loans or (as

the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such

increased costs or reduction in amount resulting from (i) Non-Excluded Taxes or Other Taxes, in each case, addressed by Section 3.01, (ii) changes in the basis of taxation of

overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve

requirements contemplated by Section 3.04(c)), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to such Lender such additional amounts as will

compensate such Lender for such increased cost or reduction.

(b) If any Lender determines that the introduction of any Law regarding

capital adequacy or liquidity or any change therein or in the interpretation thereof, in each case after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital

of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then

from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.

(c) The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or

assets consisting of or including Eurocurrency Rate funds or deposits (currently known as “Eurocurrency Liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual

costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan,

provided the Borrowers shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant

Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice.

(d) Failure or delay on the

part of any Lender, any L/C Issuer or the Administrative Agent to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s, such L/C Issuer’s or the Administrative Agent’s

right to demand such compensation; provided that the Borrowers shall not be under any obligation to compensate any Lender, any L/C Issuer or the Administrative Agent under Section 3.04(a) or

(b) for increased costs or reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender, such L/C Issuer or the Administrative Agent knew or could reasonably have been expected to

know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided,

further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any change in law within such 120-day period. The protection of this

Section 3.04 shall be available to each Lender, each L/C Issuer and the Administrative Agent regardless of any possible contention of the invalidity or inapplicability of the change in law that shall have occurred or been imposed.

(e) Notwithstanding anything set forth herein to the contrary, for purposes of this Section 3.04, (x) the

Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for

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” or “change in the interpretation of law”, regardless of the date enacted, adopted or issued.

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3.05 Funding Losses. Upon demand of any Lender (with a copy to the

Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan or any Loan bearing interest based on a the

Daily Simple RFR Rate or the Daily Simple SOFR Rate on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any

Loan other than a Base Rate Loan or any Loan bearing interest based on a the Daily Simple RFR Rate or the Daily Simple SOFR Rate on the date or in the amount notified by any Borrower;

(c) any assignment of a Term SOFR Loan or a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a

result of a request by any Borrower pursuant to Section 11.15; or

(d) any payment by the Borrowers of the principal of

or interest on any Revolving Credit Loan (or interest due thereon) denominated in a different currency from the currency in which the applicable Revolving Credit Loan is denominated;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan

or from fees payable to terminate the deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have

funded each Eurocurrency Rate Loan made by it at the Adjusted Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurocurrency market for a comparable amount and for a comparable period, whether or not

such Eurocurrency Rate Loan was in fact so funded.

3.06 Matters Applicable to all Requests for Compensation.

(a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the

additional amount or amounts to be paid to it hereunder and the calculation thereof in reasonable detail shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable

averaging and attribution methods.

(b) Upon any Lender’s making a claim for compensation under Section 3.01 or

3.04, the Borrowers may replace such Lender in accordance with Section 11.15.

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3.07 Pro Rata Treatment. Except as required under

Section 3.02 or otherwise in this Agreement, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Commitment Fees, each reduction of the Term Loan

Commitments or Revolving Credit Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the Lenders within the Tranche or particular Borrowing being paid or

prepaid, as the case may be, in accordance with the terms of this Agreement, in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal

amounts of their outstanding Loans). Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to

the next higher or lower whole dollar amount.

3.08 Survival. All of the Borrowers’ obligations under this

Article III shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, termination of the Term Loan Commitments, the Total Revolving Credit Commitments and

repayment, satisfaction or discharge of all other Obligations hereunder.

ARTICLE IV.

GUARANTY

4.01

The Guaranty.

(a) Each of the Guarantors hereby jointly and severally guarantees to the Administrative Agent, for the

ratable benefit of the Secured Parties, as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory

cash collateralization or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by

acceleration, as a mandatory cash collateralization or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any setoff, counterclaim, demand or notice whatsoever, and that in the case of any extension of time of

payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms

of such extension or renewal.

(b) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents,

the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount as will result in such obligations with respect hereto and thereto not constituting a fraudulent

transfer or conveyance after giving full effect to the liability under such guarantee set forth in Article IV hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such

Guarantor.

4.02 Obligations Unconditional.

(a) The obligations of the Guarantors under Section 4.01(a) are joint and several, absolute and unconditional,

irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or

security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it

being the intent of this Section 4.02(a) that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances (including, without limitation, any Benchmark Replacement Conforming

Changes or any other modifications or other amendments delivered or otherwise implemented or effected (automatically or otherwise) in accordance with or in furtherance of Section 3.03(f)). Each Guarantor agrees that such Guarantor, as

applicable, shall have no right of subrogation, indemnity, reimbursement or contribution against any Loan Party for amounts paid under this Article IV until such time as the Obligations have been paid in full.

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(b) Without limiting the generality of Section 4.02(a), it is agreed

that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

(i) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any

of the Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in

any of the provisions of any of the Loan Documents or any other agreement or instrument referred to in the Loan Documents shall be done or omitted;

(iii) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or

amended in any respect, or any right under any of the Loan Documents or any other agreement or instrument referred to in the Loan Documents shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released,

impaired or exchanged in whole or in part or otherwise dealt with;

(iv) any of the Obligations shall be determined to be

void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor); or

(v) any law or regulation of any jurisdiction or any other event affecting any term of the Obligations.

(c) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and

all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other agreement or instrument referred to in the Loan

Documents or against any other Person under any other guarantee of, or security for, any of the Obligations.

4.03

Reinstatement. The obligations of the Guarantors under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is

rescinded or must be otherwise restored by any holder of any of the Obligations whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Arrangers, the 2020 Incremental

Lead Arrangers, the 2021 Incremental Lead Arrangers, the Amendment No. 9 Lead Arrangers, the Administrative Agent, the Collateral Agent, each L/C Issuer, each Swingline Lender and each Lender on demand for all reasonable costs and

expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by such Persons in connection with such rescission or restoration, including any such reasonable costs and expenses incurred in defending against any claim

alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

4.04 Certain Additional Waivers. Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the

Obligations except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06.

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4.05 Remedies. The Guarantors agree that, to the fullest extent permitted by

law, as between the Guarantors on the one hand, and the Administrative Agent, for the ratable benefit of the Secured Parties on the other hand, the Obligations may be declared to be forthwith due and payable as provided in

Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 9.02) for purposes of Section 4.01(a) notwithstanding any stay,

injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have

become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01(a).

4.06 Rights of Contribution. The Guarantors hereby agree as among themselves that, in connection with payments made hereunder,

each Guarantor shall have a right of contribution from each other Guarantor with respect to the Obligations in accordance with applicable Law. Such contribution rights shall be subordinate and subject in right of payment to the Obligations until

such time as the Obligations have been Fully Satisfied, and none of the Guarantors shall exercise any such contribution rights until the Obligations have been paid in full.

4.07 Guarantee of Payment; Continuing Guarantee. The guarantee given by the Guarantors in this Article IV is a

guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations, whenever arising.

4.08

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor

all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 4.08 for the maximum amount of

such liability that can be hereby incurred without rendering its obligations under this Section 4.08, or otherwise under this Guaranty, as it relates to such Loan Party, voidable under applicable law relating to fraudulent

conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until a Discharge of Guaranteed Obligations. Each Qualified ECP Guarantor

intends that this Section 4.08 constitute, and this Section 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of

Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

4.09 Guarantee Limitations.

(a) Notwithstanding any other provision of this Article IV, the guarantee, indemnity

and other obligations of any Guarantor incorporated in The Netherlands expressed to be assumed in this Article IV shall be deemed not to be assumed by such Guarantor to the extent that the same would

constitute unlawful financial assistance within the meaning of Article 2:98c Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this

Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt, it is expressly acknowledged that the relevant Guarantors will continue to guarantee all such obligations which, if included, do not constitute a

violation of the Prohibition.

(b) With respect to any Restricted Subsidiary, the guarantee, indemnity and other

obligations expressed to be assumed in this Article IV are further subject to any limitations as set out in the Subsidiary Joinder Agreement applicable to that Restricted Subsidiary

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ARTICLE V.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01 Conditions to Initial Credit Extension. The obligation of each Lender to honor any Request for Credit Extension on the

Closing Date is subject to the following conditions precedent:

(a) The Administrative Agent shall have received from each Loan Party that

is a party hereto a counterpart of this Agreement signed on behalf of such party.

(b) The Administrative Agent shall have received:

(i) from the Loan Parties, executed counterparts of each applicable Collateral Document and the Perfection Certificate, (ii) from the Initial Borrower, a Note executed by the Initial Borrower for each Lender that requests such a Note,

(iii) with respect to (x) each Loan Party (including Holdings) that is not a Canadian Subsidiary, UCC-1 financing statements, as applicable, in a form appropriate for filing in the state of organization or formation, the jurisdiction in

which its chief executive office is located or the jurisdiction in which its assets are located, as the case may be, of such Loan Party and for Holdings and any Loan Party that is a Foreign Subsidiary, the District of Columbia, (y) each Loan

Party that is a Canadian Subsidiary, evidence of filing of financing statements under the Personal Property Security Act in each jurisdiction of organization or formation, the jurisdiction in which its chief executive office or domicile is located

and the jurisdiction in which its assets are located and (z) Holdings, evidence of instructions being provided to its registered agent to create and maintain a register of charges and to enter particulars of the security created pursuant to the

Collateral Documents in such register of charges and to effect registration of particulars of the Collateral at the Registry of Corporate Affairs in the British Virgin Islands pursuant to Section 163 of the Business Companies Act,

(iv) executed Intellectual Property Security Agreements and Canadian IP Security Agreements as required pursuant to the Collateral Documents, (v) delivery of certificates for certificated Equity Interests that constitute Collateral,

together with appropriate instruments of transfer endorsed in blank, and (vi) all agreements or instruments representing or evidencing the Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank;

provided that, to the extent any Collateral may not be perfected by (A) the filing of a UCC financing statement or Personal Property Security Act financing statement or (B) taking delivery and possession of a certificate for

a certificated Equity Interest that constitutes Collateral (provided that in the case of Equity Interests in Subsidiaries of the Initial Borrower, such certificates shall be required to be delivered on the Closing Date only to the

extent delivered to Holdings or the Initial Borrower on or prior to the Closing Date), if the perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or prior to the Closing Date, then the

perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but, instead, may be accomplished within 90 days of the Closing Date, or such longer period

as the Administrative Agent may agree.

assistant secretary or similar officer or authorized representative of each Loan Party that is a party hereto, in each case, certifying as to (i) resolutions duly adopted by the board of directors (or equivalent governing body) of each such

Loan Party authorizing the execution, delivery and performance of this Agreement (and the Loan Documents or other documents executed in connection herewith or therewith), (ii) the accuracy and completeness of copies of the certificate or

articles of incorporation, continuation, amalgamation, association or organization (or memorandum of association or other equivalent thereof) of each such Loan Party certified by the relevant authority of the jurisdiction of organization of each

such Loan Party and copies of the by-laws or operating, management, partnership, shareholders or similar agreement of each such Loan Party and that such documents or agreements have not been amended (except as

otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (iii) incumbency (to the extent applicable) and specimen signatures of each officer, director or authorized representative

executing any Loan Document on behalf of each such Loan Party and (iv) the good standing (or subsistence or existence) of each such Loan Party from the Secretary of State (or similar official) of the state or other jurisdiction of such Loan

Party’s organization (to the extent relevant and available in the jurisdiction of organization of such Loan Party).

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(d) The Initial Borrower shall have paid or caused to have been paid to the Administrative

Agent and the Collateral Agent all reasonable out-of-pocket costs and expenses of the Administrative Agent required in connection with this Agreement, including expenses associated with the arrangement, negotiation and preparation of this Agreement,

and the reasonable and documented fees, disbursements and other charges of Latham & Watkins LLP and other local counsel to the Secured Parties.

(e) The Administrative Agent shall have received the executed legal opinions of (i) Kane Kessler P.C., counsel to the Initial Borrower

and, to the limited extent New York law is applicable, the other Loan Parties party hereto, as customary for transactions of this type, and (ii) local counsel to the Loan Parties party hereto, as customary for transactions of this type.

(f) Each Lender shall have received, if requested at least five Business Days in advance of the Closing Date, a Note, payable to such Lender,

duly executed by the Initial Borrower.

(g) To the extent requested at least ten Business Days prior to the Closing Date, the Lenders

Patriot Act, and (ii) a Beneficial Ownership Certification in relation to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, in each case, at least five Business Days prior to the

Closing Date.

(h) The Administrative Agent shall have received a Request for Credit Extension prior to (i) 12:00 noon, New York City

time, one Business Day prior to the Closing Date in the case of Base Rate Loans and (ii) 12:00 p.m., New York City time, three Business Days prior to the Closing Date in the case of Term SOFR Loans or Eurocurrency Rate Loans (in each case, or

such shorter period as may be agreed to by the Administrative Agent in its sole discretion) requesting that each Lender make the Loans on the requested funding date and specifying the amount to be borrowed.

(i) The Administrative Agent shall have received a certificate from a financial officer of Holdings substantially in the form attached hereto

as Exhibit D, to the effect that, immediately before and after giving effect to the Transactions contemplated hereby, Holdings and its Subsidiaries, taken as a whole, are Solvent.

(j)(i) The Specified Representations shall be true and correct in all material respects as of the Closing Date (except to the extent such

representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date) (and in each case, all respects if qualified by “materiality”,

“Material Adverse Effect” or other similar qualifier) and (ii) the Specified Acquisition Agreement Representations shall be true and correct. The Administrative Agent shall have received a customary certificate from a Responsible

Officer of the Initial Borrower.

(k) The Administrative Agent shall have received the Audited Financial Statements of APi, the Audited

Financial Statements of Holdings, the Unaudited Financial Statements of APi, the Unaudited Financial Statements of Holdings and the Pro Forma Financial Statements.

(l) The Arrangers shall have received all fees due and payable by Holdings on the Closing Date as separately agreed to by such parties and

Holdings shall have paid or, substantially concurrently with the initial Credit Extension, shall pay on the Closing Date any other fees separately agreed that are due and payable on the Closing Date.

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(m) The Committed Warrant Exchange and Rollover shall have occurred. The Borrower Equity

Contribution shall have been made or will be made concurrently with the Closing Date. The APi Acquisition shall have been consummated or will be consummated concurrently with the initial funding under the applicable Facilities in accordance with the

APi Acquisition Agreement; provided that no amendment, modification or waiver of any term thereof or any condition to Holding’s obligation to consummate the APi Acquisition thereunder (other than any such amendment, modification

or waiver that is not materially adverse to any interest of the Lenders) shall be made or granted, as the case may be, without the prior written consent of the Arrangers (such consent not to be unreasonably withheld) (it being understood that

(x) any change in the price (including any price decrease) of the APi Acquisition of 10% or greater will be deemed to be materially adverse to the interests of the Lenders and will require the prior written consent of the Arrangers (such

consent not to be unreasonably withheld), and any such reduction of price shall be applied to reduce the Initial Term Loan Commitment and the Initial Term Loan borrowed on the Closing Date and (y) any change to the definition of “Material

Adverse Effect” (under and as defined in the APi Acquisition Agreement) shall be deemed to be materially adverse to the interests of the Lenders). The Borrower Equity Contribution and the proceeds of the Non-Founder Warrant Exchange, if any,

and the Committed Warrant Exchange and Rollover shall be applied to finance the APi Acquisition, the Existing Credit Agreement Refinancing and/or the costs of the Transactions.

(n) After giving effect to the Transactions, the Existing Credit Agreement Refinancing and other indebtedness refinancing will be consummated.

(o) Since the date of the APi Acquisition Agreement, there has not been a “Material Adverse Effect” as defined in the APi

Acquisition Agreement.

(p) No Event of Default pursuant to Section 9.01(a) or (f) shall exist, or

would result from such proposed Credit Extension or from the application of the proceeds therefrom.

For purposes of determining

compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required

thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

Any Request for Credit Extension submitted by the

Initial Borrower on the Closing Date shall be deemed to be a representation and warranty that the condition specified in Sections 5.01(p) has been satisfied.

5.02 Conditions to all Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit

Extension after the Closing Date (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans or Eurocurrency Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of each Loan Party contained in Article VI or any other Loan Document shall be true and

correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material

respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect

to any qualification therein) in all respects on such respective dates.

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(b) No Default shall exist, or would result from such proposed Credit Extension or from the

application of the proceeds therefrom.

Lender, shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d) Solely with respect to any

Credit Extension under the Revolving Credit Facility, if as of the date of such Credit Extension and after giving effect thereto, the Total Outstandings (excluding Letters of Credit which have been Cash Collateralized in accordance with this

Agreement) shall exceed 30.0% of the Total Revolving Credit Commitments, the financial covenant set forth in Section 8.10(a) shall be satisfied, calculated at the time of such Credit Extension by looking back to the last day of

the prior fiscal quarter to determine if Holdings would have been in compliance with the financial covenant set forth in Section 8.10(a) as of such fiscal quarter end as if the financial covenant had been tested for such fiscal

quarter (after giving pro forma effect to such Credit Extension).

Each Request for Credit Extension (other than a Committed Loan

Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans or Eurocurrency Rate Loans) submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in

Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES

Each Loan Party jointly and severally represents and warrants to the Arrangers, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead

Arrangers, the Amendment No. 9 Lead Arrangers, the Administrative Agent, the Collateral Agent, the L/C Issuers and the Lenders (as of the date such Loan Party becomes a Loan Party and each date such Loan Party is deemed to make such

representations and warranties thereafter) that:

6.01 Existence, Qualification and Power; Compliance with Laws. Each Loan

Party

(a) is duly organized or formed, validly existing and in good standing (to the extent such concepts are applicable in such Loan

Party’s jurisdiction of organization) under the Laws of the jurisdiction of its incorporation or organization,

(b) has all

requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business (except, in the case of any Loan Party other than the Borrowers, to the

extent that failure to do so could not reasonably be expected to have a Material Adverse Effect) and (ii) execute, deliver and perform its obligations under the Loan Documents and each other agreement or instrument contemplated hereby or

thereby to which it is a party,

concept is applicable) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and

(d) is in compliance with all Laws (including the Act); except in each case referred to in clause (b)(i), (c) or

(d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

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6.02 Authorization; No Contravention. The execution, delivery and performance

by each Loan Party of each Loan Document to which such Person is or is to be a party, and the consummation of the Transactions (only to the extent such Loan Party was a Loan Party on the effective date thereof) are within such Loan Party’s

corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not

(a) contravene the terms of any of such Person’s Organization Documents;

(b) (I) conflict with or result in any breach or contravention of any material Contractual Obligation to which such Person is a party or

affecting such Person or the properties of such Person or any Restricted Subsidiary, or (II) conflict with or result in any breach or contravention of, or the creation of any material Lien under, or require any material payment to be made under

(i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any Restricted Subsidiary or (ii) any order, injunction, writ or decree of any Governmental Authority or any

arbitral award to which such Person or its property is subject; or

Lenders, the Administrative Agent or the Collateral Agent under the Loan Documents.

No Loan Party or any Restricted Subsidiary is in violation of any Law

or in breach of any such Contractual Obligation, the violation or breach of which could be reasonably likely to have a Material Adverse Effect.

6.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice

to, or filing (other than security filings and those for which such approval, consent, exemption, authorization has been obtained or such action has been taken or notice or filing made) with, any Governmental Authority or any other Person is

necessary or required, except, in each case, to the extent that failure to obtain or file the same, as applicable, could not be reasonably expected to have a Material Adverse Effect in connection with

(i) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan

Document, or for the consummation of the Transactions (to the extent such Loan Party was a Loan Party on the effective date thereof),

(ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents,

(iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature

thereof) or

(iv) the exercise by the Administrative Agent, the Collateral Agent or any Lender of its rights under the Loan

Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents.

6.04 Binding Effect. This

Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party hereto and thereto. This Agreement constitutes, and each other Loan Document when so delivered

will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party hereto and thereto in accordance with its terms, except to the extent that enforceability thereof may be limited by

applicable bankruptcy, insolvency, reorganization, moratorium other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

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6.05 Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements of APi and the Unaudited Financial Statements of APi delivered to the Administrative Agent

(i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise

expressly noted therein and except as set forth on Schedule 6.05(a);

(ii) fairly present, in all material respects,

the financial condition of APi and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise

expressly noted therein; and

(iii) show all material indebtedness and other liabilities, direct or contingent, of APi and

its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP; subject, in the case of the Unaudited Financial Statements of APi, to (x) the absence of footnote

disclosures and other presentation items and (y) changes resulting from normal year-end adjustments.

(b) The Audited Financial

Statements of Holdings and the Unaudited Financial Statements Holdings delivered to the Administrative Agent

(i) were

prepared in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein;

(ii) fairly present, in all material respects, the financial condition of Holdings as of the date thereof and its results of

operations for the period covered thereby in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and

(iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings as of the date thereof, including

liabilities for taxes, material commitments and Indebtedness, to the extent required by IFRS; subject, in the case of the Unaudited Financial Statements of Holdings, to (x) the absence of footnote disclosures and other presentation items and

(y) changes resulting from normal year-end adjustments, which would not be material in the aggregate.

Statements have been prepared in good faith, based on assumptions believed by Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated consolidated capitalization

table of Holdings as of September 30, 2019 and the estimated consolidated adjusted Consolidated EBITDA of Holdings for the 12-month period ending June 30, 2019, assuming that the Transactions had actually occurred at such date or at

the beginning of the period covered thereby.

(d) No event, change or condition has occurred since December 31, 2018, that has had,

or could reasonably be expected to have, a Material Adverse Effect.

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6.06 Litigation. There are no actions, suits, proceedings, investigations,

claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any

Restricted Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document or the consummation of the transactions contemplated by this Agreement or any other Loan

Document, or (b) except as specifically disclosed on Schedule 6.06 (the “Disclosed Litigation”), either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material

Adverse Effect.

6.07 No Default. Neither any Loan Party nor any Restricted Subsidiary is in default under or with respect

to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the

transactions contemplated by this Agreement or any other Loan Document.

6.08 Properties.

(a) Except as would not reasonably be expected to have a Material Adverse Effect, each Loan Party and each Restricted Subsidiary have good

record, valid and marketable title in fee simple to, or valid leasehold interests in (to the extent such ownership or leasing concepts are applicable to such property in the jurisdiction in which it resides), all Material Real Property necessary in

the ordinary conduct of its business, free and clear of all Liens except for Permitted Liens. The property of each Loan Party and each Restricted Subsidiary, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear

and tear excepted) and (ii) constitutes all the property which is necessary for the business and operations of the Loan Parties as presently conducted except to the extent that any failure would not reasonably be expected to result in a

Material Adverse Effect.

(b) Section II.E to the Perfection Certificate dated the Closing Date contains, in all material respects, a true

and complete list of each interest in Material Real Property located in the United States (i) owned by Holdings as of the Closing Date and (ii) leased, subleased or otherwise occupied or utilized by Holdings, as lessee, sublessee,

franchisee or licensee, as of the Closing Date.

6.09 Environmental Compliance.

(a) Each Loan Party and each Restricted Subsidiary is in compliance with Environmental Laws except to the extent that any failure to comply

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Except as otherwise set forth

on Schedule 6.09 or otherwise would not reasonably be expected to result in a Material Adverse Effect, Hazardous Materials have not been Released and are not present at, on, under, in, or about any of the properties currently or formerly

owned, leased or operated by any Loan Party or any Restricted Subsidiary in a quantity, manner or condition which could reasonably be expected to (i) require investigation, removal, or remediation by any Loan Party under Environmental Law or

otherwise give rise to Environmental Liability of any Loan Party, (ii) interfere with any Loan Party’s continued operations or (iii) impair the fair saleable value of any Collateral.

(c) Except as otherwise set forth on Schedule 6.09, all Hazardous Materials generated, used, treated, handled or stored at, or

transported to or from, any property currently owned or operated by any Loan Party or any Restricted Subsidiary have been properly stored, handled, recycled, re-used or disposed of in a manner not reasonably expected to cause a Material Adverse

Effect.

(d) Except as otherwise set forth on Schedule 6.09, there is no site to which any Loan Party or any Restricted Subsidiary

has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Liabilities or Environmental Claims which could, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

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(e) Except as otherwise set forth on Schedule 6.09, neither any Loan Party nor any

Restricted Subsidiary is subject to any pending or threatened Environmental Claims or Environmental Liabilities which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(f) Each Loan Party and each Restricted Subsidiary are in compliance with, and possesses all Environmental Permits required pursuant to,

Environmental Laws, except to the extent such non-compliance or failure to possess could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(g) No Loan Party or Restricted Subsidiary has entered into or agreed to any consent decree, order, or settlement or other agreement, or is

subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Law or any Environmental Liability that individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect.

(h) No Loan Party or Restricted Subsidiary has assumed or retained,

by contract or operation of law, any Environmental Liabilities of any kind, whether fixed or contingent, known or unknown that individually or in the aggregate can reasonably be expected to have a Material Adverse Effect.

6.10 Insurance. The properties of the Loan Parties and the Restricted Subsidiaries are insured with financially sound and

reputable insurance companies not Affiliates of any Loan Party or a Captive Insurance Subsidiary, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar

properties in localities where the applicable Loan Party or Restricted Subsidiary operates, provided that no coverage in respect of terrorism shall be required. As of the Closing Date, such insurance is in full force and effect and all

premiums have been duly paid.

6.11 Taxes. Each Loan Party and each Restricted Subsidiary have filed all material Federal,

state, foreign and other tax returns and reports required to be filed, and have paid all material Federal, state, foreign and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or

assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment

against any Loan Party or any Restricted Subsidiary that would, if made, have a Material Adverse Effect.

6.12 ERISA

Compliance.

(a) Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Plan is in

compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws and the Borrowers and all applicable ERISA Affiliates have performed in all material respects their obligations with respect to

each Plan; and (ii) each Loan Party and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 or 430 of the Code (except where such would not result in material liability), and no application for a

funding waiver or an extension of any amortization period pursuant to Section 412 of the Code or Section 303 of ERISA has been made with respect to any Plan. Each Plan that is intended to be qualified under Section 401 of the Code has

received a favorable determination letter, opinion letter or advisory letter upon which the Loan Parties are entitled to rely under IRS pronouncements, that such Plan is so qualified under Section 401(a) of the Code, and to the knowledge of the

Loan Parties, nothing has occurred with respect to any such Plan since the date of its most recent determination letter, opinion letter or advisory letter which would reasonably be expected to adversely affect its qualification.

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(b) There are no pending or, to the best knowledge of the Loan Parties, threatened claims,

actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no non-exempt “prohibited transaction” within the meaning of

Section 4975 of the Code or Section 406 or 407 of ERISA or violation of the fiduciary responsibility rules with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.

(i) no ERISA Event has occurred or is reasonably expected to occur;

(ii) no Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA

with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA);

(iii) no

Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or

4243 of ERISA with respect to a Multiemployer Plan;

(iv) no Loan Party nor any ERISA Affiliate has engaged in a

transaction that could reasonably be expected to be subject to Sections 4069 or 4212(c) of ERISA; and

(v) except to the

extent required under Section 4980B of the Code or any applicable state or local law, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Loan Parties or any of

their respective ERISA Affiliates.

(d) As of the most recent valuation date for any Pension Plan that precedes the Closing Date, the

amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed

benefits liabilities) to the extent that any such Pension Plan exists with respect to a Loan Party or any Restricted Subsidiary, if any, could not reasonably be expected to have a Material Adverse Effect.

(e) As of the Closing Date, for each Multiemployer Plan for which an actuarial report has been provided to the Company and with respect to

which a complete withdrawal is reasonably expected to occur, the potential liability of the Loan Parties and their respective ERISA Affiliates for such complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of

ERISA), when aggregated with such potential liability for such complete withdrawal from all such Multiemployer Plans with respect to which a complete withdrawal is reasonably expected to occur, could not reasonably be expected to have a Material

Adverse Effect;

(f) With respect to each scheme or arrangement mandated by a government other than the United States and Canada (a

“Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by any Loan Party or any Restricted Subsidiary that is not subject to United States law or Canadian law

(a “Foreign Plan”), to the extent any such Foreign Plans exist with respect to any Loan Party or any Restricted Subsidiary, except as could not reasonably be expected to have a Material Adverse Effect:

(i) Any and all employer and employee contributions due and required by law or by the terms of any Foreign Government Scheme or

Arrangement or any Foreign Plan have been made in all material respects, or, if applicable, accrued, in accordance with normal accounting practices.

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(ii) Each Foreign Plan required to be registered has been registered and has

been maintained in good standing with applicable regulatory authorities and is in compliance in all material respects with applicable Law.

(iii) Neither Holdings nor any Restricted Subsidiary has incurred any obligation in connection with the termination of, or

withdrawal from, any Foreign Plan.

(iv) There are no aggregate unfunded liabilities with respect to Foreign Plans and the

present value of the aggregate benefit liabilities of all Foreign Plans did not, as of the last annual valuation date applicable thereto, exceed the assets of all such Foreign Plans.

6.13 Subsidiaries; Equity Interests. As of the Closing Date, no Loan Party (to the extent such Loan Party was a Loan Party on

the Closing Date) has any Subsidiaries other than those specifically disclosed in Schedule 6.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are directly or

indirectly owned by a Loan Party (except for certain immaterial director’s qualifying shares) free and clear of all Liens except those created under the Collateral Documents and as otherwise disclosed in Schedule 6.13. All of the

outstanding Equity Interests in each Loan Party and its Subsidiaries have been validly issued, are fully paid and non-assessable (to the extent such concepts are applicable in such Loan Party’s jurisdiction of organization).

6.14 Margin Regulations; Investment Company Act.

(a) The Borrowers are not engaged, nor will they engage, principally or as one of their important activities, in the business of purchasing or

carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock and no proceeds of any Borrowings or drawings under any Letter of Credit will be used to

purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(b) No Loan

Party, nor any Person Governing any Loan Party, nor any Restricted Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended. Neither the making of any Loan, nor the

issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by any Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any such Act or any rule,

regulation or order of the SEC thereunder.

6.15 Disclosure.

(a) Each Loan Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions

to which it or any Restricted Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. All written information heretofore furnished by any

Restricted Subsidiary to the Administrative Agent or any Lender for purposes of or in connection with this Agreement, the Transactions or any other transaction contemplated hereby is, and all such information hereafter furnished by or on behalf of

any Loan Party to the Administrative Agent or any Lender will be, true and accurate in all material respects on the date as of which such information is stated or certified.

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(b) As of the Closing Date, the information included in the Beneficial Ownership

Certification, if applicable, is true and correct in all material respects.

6.16 Compliance with Laws. Except as otherwise

provided in the representations above, Holdings and each Restricted Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except

in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in

the aggregate, could not reasonably be expected to have a Material Adverse Effect.

6.17 Intellectual Property; Licenses,

Etc. Each Loan Party and each Restricted Subsidiary own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents and all other intellectual property rights that are used or held for use in the

operation of the businesses of the Loan Parties and Restricted Subsidiaries, except to the extent that individually, or, in the aggregate, it could not reasonably be expected to have a Material Adverse Effect. To the best knowledge of each Loan

Party, neither (a) the operation of the businesses of the Loan Parties and the Restricted Subsidiaries, nor (b) any slogan or other advertising device, product, process, method, substance, part or other material now employed by any Loan

Party or any Restricted Subsidiary, infringes upon, misappropriates, or otherwise violates any rights held by any other Person except where such infringement could not reasonably be expected to have a Material Adverse Effect. Except as disclosed on

Schedule 6.17, no claim or litigation regarding any of the foregoing is pending or, to the best knowledge of each Loan Party, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse

Effect.

6.18 Solvency. Immediately after the consummation of the Transactions to occur on the Closing Date and immediately

following the making of each Loan and after giving effect to the application of proceeds of each Loan, Holdings and its Subsidiaries, on a consolidated basis, are Solvent.

6.19 Casualty, Etc. Neither the business nor the properties of any Loan Party or any Restricted Subsidiary are affected by any

fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could be reasonably likely to have a

Material Adverse Effect.

6.20 Perfection, Etc. Except as permitted under the Collateral Documents, all filings and other

actions necessary to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken (or will be promptly duly made or taken in accordance with the terms of the relevant Collateral

Documents) and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security

interest in the Collateral (subject to Liens permitted under the Loan Documents), securing the payment of the Obligations, and all filings and other actions necessary to perfect and protect such security interest have been or will be duly taken. The

Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents.

Notwithstanding anything set forth herein (including this Section 6.20) or in any other Loan Document to the contrary,

neither the Borrowers nor any other Loan Party makes any representation or warranty as to the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security

interest to the extent not required on the Closing Date pursuant to the proviso to Section 5.01(b) until required pursuant to Section 5.01(b), 7.12 or 7.14.

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6.21 Swap Obligations. Neither Holdings nor any Restricted Subsidiary has

incurred any outstanding obligations under any Swap Contracts, other than Permitted Swap Obligations.

6.22 Labor Matters .

As of the Closing Date, there are no strikes, lockouts or slowdowns against Holdings or any Restricted Subsidiary pending or, to the knowledge of Holdings, threatened, except as would not reasonably be expected to result in a Material Adverse

Effect. Except as provided on Schedule 6.22, the hours worked by and payments made to employees of Holdings and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state,

local or foreign law dealing with such matters, except for such violations that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All payments due from Holdings or any Restricted Subsidiary,

or for which any claim may be made against Holdings or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Holdings or any Restricted

Subsidiary, except for such failures that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, the consummation

of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings or any Restricted Subsidiary is bound.

6.23 OFAC, Anti-Terrorism and Anti-Money Laundering Law and Anti-Corruption Laws.

(a) Neither Holdings nor its Subsidiaries, nor their respective directors, officers, employees, or, to the knowledge of the Borrowers and

their Subsidiaries, their agents, is (i) a Sanctioned Person; (ii) operating, organized or ordinarily resident in a Sanctioned Country; or (iii) engaged, directly or knowingly indirectly, in dealings or transactions involving

Sanctioned Persons or Sanctioned Countries, in each of clauses (i), (ii), and (iii), such that would cause the Borrower or any of its Subsidiaries to be in violation of Sanctions except to the extent that any such violation

would not reasonably be expected to cause a Material Adverse Effect. The Borrowers and their Subsidiaries will not use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner,

or other Person to fund activities or business of or with any Sanctioned Person or Sanctioned Country in violation of Sanctions, or in violation of Anti-Terrorism and Anti-Money Laundering Laws.

(b) Holdings, the Borrowers, their Subsidiaries and their respective directors, officers and employees and, to the knowledge of the Borrowers

and their Subsidiaries, their agents, are and for the past five years have been in compliance with Sanctions, Anti-Corruption Laws and Anti-Terrorism and Anti-Money Laundering Laws, except to the extent that failure to comply would not reasonably be

expected to result in a Material Adverse Effect.

Subsidiaries and to the knowledge of Holding or its Subsidiaries, their respective directors, officers, employees or agents, in violation of Anti-Corruption Laws.

(d) Holdings and its Subsidiaries have instituted and will continue to maintain policies and procedures reasonably designed to promote

compliance by Holdings, its Subsidiaries, and their respective directors, officers, employees and agents with Anti-Corruption Laws to the extent required in each relevant jurisdiction, except to the extent such failure would not reasonably be

expected to result in a Material Adverse Effect.

6.24 Senior Indebtedness . The Obligations under the Facilities constitute

“senior debt”, “senior indebtedness”, “guarantor senior debt”, “senior secured financing” and “designated senior indebtedness” (or any comparable term) under the documentation for all

Indebtedness that is subordinated in right of payment to the Obligations (if applicable).

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6.25 Canadian Defined Benefit Plans. Except as could not reasonably be

expected to have a Material Adverse Effect:

(a) all Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and

applicable pension standards legislation, and no event has occurred which could reasonably be expected to cause the loss of such registered status;

(b) as of the date of this Agreement, no Canadian Pension Plan is a Canadian Defined Benefit Pension Plan;

(c) the Canadian Pension Plans have each been administered, funded and invested in all material respects in accordance with their terms and

all applicable laws including, where applicable, the Income Tax Act (Canada) and pension standards legislation;

(d) all employee and

employer contributions (including “normal cost”, “special payments” and any other payments in respect of any funding deficiencies or shortfalls) required to be remitted to or in respect of each Canadian Pension Plan have been

remitted on a timely basis in accordance with the terms of such plans, any applicable collective bargaining agreement, and all applicable laws;

(e) all material obligations of each of the primary obligors (including fiduciary, funding, investment and administration obligations)

required to be performed in connection with the Canadian Pension Plans and the funding agreements therefor have been performed on a timely basis;

(f) no event has occurred which could reasonably be expected to give rise to a partial or full termination of any Canadian Defined Benefit

Pension Plan; and

(g) each Canadian Defined Benefit Pension Plan is fully funded on a solvency basis, going concern basis in accordance

with applicable Law (using actuarial methods and assumptions which are consistent with the actuarial valuations last filed with the applicable governmental authorities for such Canadian Defined Benefit Pension Plan).

6.26 Centre of Main Interests and Establishments. For the purposes of Regulation (EU) 2015/848 of 20 May 2015 on insolvency

proceedings (recast) (the “Regulation”), each European Loan Party’s centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its jurisdiction of organization and it has no

“establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

6.27 UK

Pensions. Except as could not reasonably be expected to have a Material Adverse Effect (a) no Loan Party, nor any of its Subsidiaries or Affiliates is, nor has it at any time been, an employer (for the purposes of sections 38 to 51 of

the UK Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the UK Pension Schemes Act 1993); and (b) no Loan Party, nor any of its Subsidiaries or Affiliates is, nor has it at any

time in the immediately preceding six years been, “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the UK Pensions Act 2004) such an employer.

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ARTICLE VII.

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder, other than contingent indemnification

obligations for which no claim has been asserted, which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each Loan Party shall, and shall (except in the case of the covenants set forth in

Sections 7.01, 7.02 and 7.03) cause each Restricted Subsidiary to:

7.01 Financial

Statements. Deliver to the Administrative Agent, who will deliver the same to each Lender, in form and detail reasonably satisfactory to the Administrative Agent:

(a) within 90 days after the end of each fiscal year of Holdings, a consolidated balance sheet of Holdings and its Subsidiaries as at the end

of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in

reasonable detail and prepared in accordance with GAAP and, to the extent there are any Unrestricted Subsidiaries at such time, the Restricted Group Reconciliation Statement, audited and accompanied by

(i) a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable

to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception (other than any such

exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting solely from, an upcoming maturity date under the Facilities that is scheduled to occur within one year from the time such report and opinion are

delivered) or any qualification or exception as to the scope of such audit that would be material to Holdings and its Subsidiaries, taken as a whole,

(ii) to the extent filed with the SEC, a copy of the attestation report filed with the SEC of such independent certified public

accountant of nationally recognized standing as to Holdings’ internal controls pursuant to Section 404 of Sarbanes-Oxley and

(iii) customary management discussion and analysis;

and

(b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Holdings, a consolidated

balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of

Holdings’ fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail

and certified by a Responsible Officer of Holdings as fairly presenting the consolidated financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Subsidiaries in accordance with GAAP and, to the

extent there are any Unrestricted Subsidiaries at such time, the Restricted Group Reconciliation Statement, subject only to normal year-end audit adjustments and the absence of footnotes.

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7.02 Certificates; Other Information. Deliver to the Administrative Agent, in

form and detail satisfactory to the Administrative Agent:

(a) concurrently with the delivery of the financial statements referred to in

Sections 7.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Holdings, which shall, among other things,

(i) specify whether a Triggering Event has occurred during the preceding fiscal quarter,

(ii) in the case of a certificate delivered with the financial statements required by Section 7.01(a) above,

(i) beginning with the fiscal year ending December 31, 2019, set forth Holdings’ calculation of in reasonable detail the Available Amount as at the end of the fiscal year to which such financial statements relates and

(ii) beginning with the fiscal year ending December 31, 2020, set forth Holdings’ calculation of Excess Cash Flow,

(iii) a list of each Subsidiary of a Borrower that identifies such Subsidiary as a Restricted Subsidiary or an Unrestricted

Subsidiary as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Closing Date and the date of the last such list;

(b) promptly upon receipt thereof, copies of all notices, requests and other documents received by Holdings or any Restricted Subsidiary under

or pursuant to any indenture, loan or credit or similar agreement, in each case, that is material, regarding or related to any breach or default by any party thereto or any other event that could have a Material Adverse Effect and copies of any

amendment, modification or waiver of any provision of any instrument, indenture, loan or credit or similar agreement and, from time to time upon request by the Administrative Agent, such information and reports regarding such instruments, indentures

and loan and credit and similar agreements as the Administrative Agent may reasonably request;

occurrence thereof, written notice of any Environmental Claim against, of any Environmental Liability incurred by, or of any non-compliance by, Holdings or any Restricted Subsidiary with any Environmental Law or Environmental Permit that could

reasonably be expected to have a Material Adverse Effect;

(d) promptly, such additional information regarding the business, financial or

corporate affairs of Holdings or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request, including with respect to applicable

“know-your-customer” and anti-money laundering rules and regulations (including the Act);

(e) simultaneously with the

delivery of each set of consolidated financial statements referred to in Sections 7.01(a) and 7.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of

Unrestricted Subsidiaries (if any) from such consolidated financial statements if material; and

(f) promptly upon written request of the

Administrative Agent, acting reasonably, a copy of the most recent actuarial valuation report filed with the applicable governmental authorities in respect of each Canadian Defined Benefit Pension has been made available to the Administrative Agent.

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The Borrowers hereby acknowledge that (a) the Administrative Agent will make available

to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of any Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar

electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrowers or

their Subsidiaries or their respective securities) (each, a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and

conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be

deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their Subsidiaries or their respective securities for purposes

of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07);

(y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat any

Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed

to be marked “PUBLIC”, unless the Borrowers notify the Administrative Agent promptly that any such document contains material non-public information: (1) the Loan Documents, (2) notification of changes in the terms of the

Facilities and (3) all information delivered pursuant to Sections 7.01(a) and (b) and Section 7.02(a).

Each document required to be delivered pursuant to Section 7.01(a) or (b) shall be deemed to have been

delivered on the date on which Holdings posts such document on the SEC’s website at www.sec.gov or on the Holdings website (each of the foregoing, an “Informational Website”). Holdings shall notify the Administrative

Agent immediately upon posting to such Informational Website.

7.03 Notices. Promptly notify the Administrative Agent and

each Lender:

(a) and in any event within 10 Business Days after any Responsible Officer of Holdings obtains knowledge of the occurrence of

any Default;

(b) and in any event within 10 Business Days after any Responsible Officer of Holdings obtains knowledge of any matter that

has resulted or could reasonably be expected to result in a Material Adverse Effect;

occurrence of any ERISA Event that could reasonably be expected to result in liability to any Loan Party in excess of the Threshold Amount and provide a written notice specifying the nature thereof, what action the Loan Party or its ERISA Affiliates

has taken, is taking or proposes to take with respect thereof and, when known, any action taken or threatened by the IRS, the U.S. Department of Labor or the PBGC with respect thereto and with reasonable promptness, copies of the following to the

extent requested by the Administrative Agent: (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Loan Parties or any of their respective ERISA Affiliates with the IRS with respect to each Pension

Plan; and (ii) copies of such other documents or governmental reports or filings relating to any Plan as the Administrative Agent shall reasonably request;

(d) of all notices received by the Loan Parties and any of their respective ERISA Affiliates from a Multiemployer Plan concerning an ERISA

Event that could reasonably be anticipated to have a Material Adverse Effect and provide copies of such notices; and

(e) the filing or

commencement of, or any written threat or written notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any arbitrator or Governmental Authority, against Holdings or any

Restricted Subsidiary that could reasonably be expected to result in a Material Adverse Effect.

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Each notice pursuant to this Section 7.03 shall be accompanied by a

statement of a Responsible Officer of Holdings setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to

Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

7.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities,

including all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance

with GAAP are being maintained by Holdings or any Restricted Subsidiary unless such liabilities, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

7.05 Preservation of Existence, Etc.

(a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its

organization except in a disposition, merger, consolidation, dissolution or other transaction permitted by Section 8.03 or 8.04;

(b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary in the normal conduct of its

business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and

or renew all of its registered or applied for patents, patent applications, copyrights, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

7.06 Maintenance of Properties. Maintain, preserve and protect all of its material properties and equipment useful and necessary

in the operation of its business in good working order and condition, ordinary wear and tear excepted, unless such failure to maintain, preserve and protect such properties and equipment could not reasonably be expected to have a Material Adverse

Effect.

7.07 Maintenance of Insurance.

(a) Maintain with financially sound and reputable insurance companies not Affiliates of any Loan Party, insurance with respect to its

properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other

Persons, provided that insurance coverage in respect of terrorism shall not be required. Notwithstanding the foregoing, Holdings and the Restricted Subsidiaries may self-insure with Captive Insurance Subsidiaries or other means, in each case to the

extent deemed commercially reasonable in the good faith judgment of the management of Holdings.

(b) With respect to each Mortgaged

Property located in the United States, obtain flood insurance in such total amount reasonably satisfactory to the Administrative Agent and as otherwise sufficient to comply in all material respects with all applicable rules and regulations

promulgated pursuant to the Flood Laws, if at any time the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management

Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

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7.08 Compliance with Laws. Comply in all material respects with the

requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in

good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

7.09 Books and Records. Maintain proper books of record and account, in which full, true and correct entries, in all material

respects, in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Holdings or any Restricted Subsidiary, as the case may be.

7.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and, upon the occurrence

and during the continuance of an Event of Default, each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs,

finances and accounts with its officers, employees and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Holdings.

7.11 Use of Proceeds. Use the proceeds of the Initial Term Loans incurred on the Closing Date solely to

(a) finance the APi Acquisition pursuant to the APi Acquisition Agreement,

(b) refinance in full the Existing Credit Agreement, and

The Borrowers will use the proceeds of the Revolving Credit Loans made (i) on the Closing Date, to finance the APi Acquisition pursuant

to the APi Acquisition Agreement and to pay fees and expenses related to the Transactions (with any remaining amounts borrowed to be used for general corporate purposes) in an aggregate amount not to exceed $50,000,000 (excluding undrawn Existing

Letters of Credit) and (ii) thereafter, for general corporate purposes. The Borrowers shall be entitled to request the issuance of Letters of Credit to support payment obligations incurred in the ordinary course of business by the Borrowers or

the Restricted Subsidiaries.

The Borrower will use the proceeds of the 2020 Incremental Term Loans solely (i) to initially replenish

balance sheet cash, including, but not limited to, any such cash used in connection with the SK FireSafety Group Acquisition and (ii) pay fees and expenses related to the 2020 Incremental Amendment and the transactions thereunder and the SK

FireSafety Group Acquisition.

The Borrower will use the proceeds of the 2021 Incremental Term Loans solely (i) to finance the Chubb

Group Acquisition pursuant to the Chubb Acquisition Agreement, (ii) to refinance existing third party indebtedness for borrowed money of the business acquired pursuant to the Chubb Acquisition Agreement other than any indebtedness permitted to

be assumed under the Chubb Acquisition Agreement and (iii) to pay fees and expenses related to the 2021 Incremental Amendment and the transactions thereunder and the Chubb Group Acquisition.

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7.12 Additional Guarantees and Collateral; Guarantor Coverage Ratio.

(a) Upon the formation or acquisition of any new direct or indirect US Subsidiary, Canadian Subsidiary or, subject to the

Agreed Security Principles, any Required Foreign Subsidiary (other than an Excluded Subsidiary); provided that (i) any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary

and (ii) any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Restricted Subsidiary shall be deemed to constitute the acquisition of a Restricted Subsidiary for all purposes of this Section 7.12) by

any Loan Party or upon a Restricted Subsidiary becoming a Guarantor pursuant to Section 7.12(d) or Section 7.12(e), the Borrowers shall, in each case, at the Borrowers’ sole expense:

(i) within 90 days after such formation or acquisition of such Restricted Subsidiary (or such longer period as may be agreed to

by the Administrative Agent in its sole discretion) or, for any guarantee required under Section 7.12(d), upon such guarantee, cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not

already done so), to duly execute and deliver to the Administrative Agent

(A) a Subsidiary Joinder Agreement or such other

joinder agreement, in each case, in form and substance satisfactory to the Administrative Agent, guaranteeing the Borrowers’ obligations under the Loan Documents,

(B) a joinder to the Pledge and Security Agreement (or, in respect of a Canadian Subsidiary, a joinder to the Canadian Pledge

and Security Agreement or a Hypothec) in form and substance satisfactory to the Administrative Agent (or in respect of any Foreign Subsidiary enter into or join any applicable Collateral Document as may be reasonably requested by the Administrative

Agent to grant and perfect Liens on its properties and assets to secure its obligations under the Credit Agreement and other Loan Documents in accordance with and subject to the limitations set forth in the Agreed Security Principles),

Subsidiary, the Personal Property Security Act financing statements and Civil Code of Quebec RH forms and (z) in the case of any Foreign Subsidiary, subject to the Agreed Security Principles, any local equivalent (if any)) in the

jurisdiction of incorporation or formation of each such Subsidiary or other applicable location in order to, with respect to such Subsidiary, perfect and protect the first priority liens and security interests created under the Collateral Documents,

certificates, if any, representing the Pledged Collateral of such Subsidiary and such parent referred to in the Pledge and Security Agreement (or, in respect of (x) a Canadian Subsidiary, the Canadian Pledge and Security Agreement and

(y) any Foreign Subsidiary, any relevant Collateral Agreement) accompanied by undated stock powers, endorsements and/or transfer powers, as applicable, executed in blank and evidence that all other actions that the Administrative Agent may deem

reasonably necessary in order to perfect and protect the liens and security interests created under the relevant Collateral Document have been taken, subject to the terms thereof,

(D) the results of a recent Lien and judgment search in each relevant jurisdiction (to the extent applicable and customary in

such jurisdiction) with respect to such Subsidiary and such parent, which such search shall reveal no Liens on any of the assets of such Subsidiary except for Liens expressly permitted by Section 8.01 or other Liens reasonably

acceptable to the Collateral Agent and except for Liens to be discharged on or prior to such Subsidiary’s and such parent’s execution of the documents referred to in this clause (i), pursuant to documentation reasonably

satisfactory to the Collateral Agent,

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(E) such certificates of resolutions or all necessary corporate or other

organizational action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary (and any approvals or consents of work councils or other similar bodies) as the Administrative Agent may reasonably require

evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Subsidiary is a party or is to be a party and

(F) such documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary

is duly organized or formed, and that such Subsidiary is validly existing and in good standing in its state of incorporation or formation (or such other security documents in form and substance satisfactory to the Administrative Agent);

(ii) within 90 days after such formation or acquisition of such Restricted Subsidiary (or such longer period as may be agreed

to by the Administrative Agent in its sole discretion) or, for any guarantee required under Section 7.12(d), upon such guarantee, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole

discretion, a signed copy of a favorable opinion of counsel to the Loan Parties (or, as and if customary in the relevant jurisdiction, counsel for the Administrative Agent) with respect to such Subsidiary, addressed to the Administrative Agent and

the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent, and

(iii) at

any time and from time to time, promptly execute and deliver any further instruments and documents and take all such other action as the Collateral Agent may deem reasonably necessary in obtaining the full benefits of, or in perfecting and

preserving the Liens of, the Collateral Documents.

(b) Within 90 days (or such longer period as may be agreed to by the Administrative

Agent in its sole discretion) of (x) the Closing Date with respect to Material Real Property in the United States or Canada held by any Loan Party as of the Closing Date or (y) the acquisition of either Material Real Property in the United

States or Canada or a Restricted Subsidiary which holds Material Real Property in the United States or Canada and is contemplated to become a Loan Party hereunder, promptly grant to the Collateral Agent a security interest in and Mortgage on each

Material Real Property owned in fee (or such other similar ownership interest as recognized by local law) by such Loan Party, as additional security for the Obligations, in each case, unless, with respect to Material Real Property in the United

States, the Administrative Agent determines in its reasonable discretion that, with respect to any such property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood

hazards within the meaning of the National Flood Insurance Act of 1968, the costs of creating or perfecting such security interests are excessive in relation to the benefits accruing to the Lenders. Such Mortgages shall be granted pursuant to

documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens, Liens pursuant to

Section 8.01(g) or other Liens reasonably acceptable to the Collateral Agent. Such Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish,

perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. With respect to each Mortgage,

except as may be agreed to by Collateral Agent, in its reasonable discretion, the applicable Subsidiary shall deliver:

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(i) a mortgagee’s policy of title insurance, if available, (or marked

up unconditional signed title insurance commitment or pro forma for such insurance having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described

therein in the amount equal to 110% of the fair market value of such Mortgaged Property and fixtures (but not to exceed 100% of the fair market value of such Mortgaged Property in jurisdictions that impose mortgage or intangibles recording tax),

which fair market value is delivered to the Collateral Agent in writing by a Responsible Officer of the applicable Loan Party, which policy (or marked up unconditional signed title insurance commitment or pro forma for such insurance having the

effect of a policy of title insurance) (each, a “Title Policy”) shall

(A) be issued by the Title

Company,

(B) to the extent necessary and available, include such reinsurance arrangements (with provisions for direct

access, if necessary) as shall be reasonably acceptable to the Collateral Agent,

the other Secured Parties as insureds thereunder,

(D) be in the form of ALTA Loan Policy—1970 (Amended 10/17/70 and

10/17/84) (or equivalent policies) where available,

(E) contain a “tie-in” or “cluster”

endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount),

(F) have been supplemented by such endorsements and affirmative coverage as shall be reasonably requested by the Collateral

Agent (including, but not limited to, endorsements on matters relating to usury, first loss, last dollar, zoning (unless the cost of obtaining such zoning endorsement is prohibitive or Collateral Agent receives a zoning letter reasonably acceptable

to Collateral Agent), contiguity, revolving credit/future advance, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot and so-called comprehensive

coverage over covenants and restrictions), and

(G) contain no exceptions to title other than Permitted Liens, and other

exceptions reasonably acceptable to the Collateral Agent;

(ii) Surveys with respect to each Mortgaged Property, other than

as agreed by the Administrative Agent or the Title Company; and

(iii) Upon the request of the Administrative Agent in its

sole discretion, an opinion of counsel for the Loan Parties in each state or other jurisdiction in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other

matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent, it being understood that the requirements of this Section 7.12(b)(iii) shall not apply to

amendments to this Agreement.

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Notwithstanding anything set forth in this Agreement or any Loan Document to the contrary, the Loan Parties

shall not be required to (i) execute and deliver to the Collateral Agent Mortgages with respect to any fee owned real property in the United States or Canada other than a Material Real Property, or (ii) pledge or grant security interests

in any of their property or assets if, in the reasonable judgment of Collateral Agent, the costs of creating or perfecting such pledges or security interests in such property or assets are excessive in relation to the benefits to the Secured

Parties. The Borrower shall use commercially reasonable efforts at least seven Business Days prior to the occurrence of a MIRE Event to provide to Administrative Agent and each Revolving Credit Lender (x) a completed Flood Certificate from a

third party vender in respect of each then-existing Mortgaged Property in the United States and (y) an updated list of owned-real property in the United States after giving effect to such MIRE Event (or a confirmation that the most-recently

provided list of owned-real property remains accurate). At least fifteen Business Days prior to the recording of a Mortgage, notice will be provided to the Revolving Credit Lenders identifying the real property to be subject to such Mortgage.

(c) With respect to any Collateral acquired after the Closing Date or, in the case of inventory or equipment, any material Collateral moved

after the Closing Date by any Loan Party (other than any Collateral described in Section 7.12(a) or Section 7.12(b)) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a

first priority perfected security interest, promptly (and, in any event, within ten Business Days following the date of such acquisition (or such longer period as may be agreed to by the Administrative Agent in its sole discretion))

(i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Collateral Documents as the

Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Collateral and

(ii) take all actions necessary or advisable to grant to, or continue on behalf of, the Collateral Agent, for the benefit of

the Secured Parties, a perfected first priority security interest in such Collateral (including, without limitation, the filing of UCC financing statements and financing statements under the Personal Property Security Act, the registration of

particulars of the Collateral pursuant to Section 163 of the Business Companies Act and other filings, registrations or actions as may be required by the Collateral Documents, by law or as may be requested by the Administrative Agent or the

Collateral Agent).

(d) The Borrower shall cause, no later than the date 90 days (or such longer period as the Administrative Agent

may agree to in its sole discretion) after the date of delivery of Holdings’ financial statements pursuant to Section 7.01(b) for each of the first and third fiscal quarters of each fiscal year (or if earlier, the date such

financial statements were required to be delivered), commencing with the fiscal quarter ending March 31, 2021, (x) the Consolidated EBITDA of the Loan Parties (calculated on an unconsolidated basis and excluding all intercompany

items and investments in any Subsidiaries that are not Loan Parties and calculated on a Pro Forma Basis after giving effect to any acquisition, disposition, designation or re-designation occurring on such

date) to be at least 80% of the Consolidated EBITDA of Holdings and its Restricted Subsidiaries (disregarding Excluded Subsidiaries) and (y) the consolidated total assets of all Loan Parties, taken as a whole, as of the

date of such financial statements, to be at least 80.0% of the Consolidated Total Assets of Holdings and the Restricted Subsidiaries (disregarding the consolidated total assets held by Excluded Subsidiaries) (clauses

(x) and (y), collectively, the “Guarantor Coverage Test”), calculated, in each case, by reference to the financial statements for such fiscal quarter; provided that no Excluded

Subsidiary shall be permitted to become a Guarantor; provided, further, that (i) if on the relevant test date specified above, the Guarantor Coverage Test is not satisfied, such other subsidiaries shall accede as

Guarantors within sixty (60) days after delivery of such financial statements (or such later date as the Administrative

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Agent may agree in its reasonable discretion), so as to ensure that the Guarantor Coverage Test is satisfied (calculated as if such additional Guarantors had been Guarantors for the purposes of

the Guarantor Coverage Test), and (ii) if the Guarantor Coverage Test is satisfied within such sixty (60) day time period (or such later date as the Administrative Agent may agree in its reasonable discretion), no Default or Event of

Default or other breach of the Loan Documents shall arise solely as a result of non-compliance with the Guarantor Coverage Test on the original test date.

(e) The Borrowers may, at their option, cause any Restricted Subsidiary (other than an Excluded Subsidiary) to become a Guarantor in

accordance with this Section 7.12 whether or not such Restricted Subsidiary is otherwise required to become a Guarantor in accordance with this Section 7.12.

7.13 Compliance with Environmental Laws.

(a) Comply, and cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all

applicable Environmental Laws and Environmental Permits;

(b) obtain and renew all Environmental Permits necessary for its operations and

properties;

have dismissed with prejudice any Environmental Claim against Holdings or any Restricted Subsidiary and discharge any obligations it may have to any Person thereunder; and

(d) if required by Environmental Law, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or

other action necessary to remove and clean up all Hazardous Materials from any of its current or former properties, in accordance with the requirements of all Environmental Laws;

except in each case of clauses (a), (b), (c) and/or (d) above, where such

non-compliance, failure to obtain Environmental Permits, Environmental Claims or requirements of Environmental Law does not or could not be reasonably expected to have a Material Adverse Effect; provided,

however, that no Loan Party nor any Restricted Subsidiary shall be required to undertake any such compliance, to obtain any such Environmental Permits, to cure any such Environmental Claims or to perform any such cleanup,

removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate financial reserves are being maintained with respect to such circumstances.

7.14 Further Assurances.

(a) Promptly upon request by the Administrative Agent or the Collateral Agent, (i) correct any material defect or error that may be

discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds,

certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonably require from time to time in order to implement the provisions of the Loan Documents.

(b) Each Loan Party shall (and Holdings shall procure that each member of the Restricted Group shall) take all such action as is available to

it (including making all filings and registrations) as may be necessary for the purpose of creation, perfection, protection or maintenance of any Lien conferred or intended to be conferred on the Collateral Agent or the Secured Parties by or

pursuant to the Loan Documents.

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7.15 Collateral and Guarantee Limitations.

(a) Notwithstanding anything to the contrary set forth in Article IV, Sections 7.12 and 7.14 or any

Loan Document, the requirements of such Sections shall not apply to any assets or new Subsidiary created or acquired after the Closing Date, as applicable, if, in the judgment of the Administrative Agent, the costs of creating or perfecting such

pledges or security interests in such assets (including any mortgage, stamp or other similar tax) are (taking into account the present and future direct and indirect cost and/or burden to the Restricted Group) excessive in relation to the benefits

accruing to the Lenders.

(b) Notwithstanding anything to the contrary set forth in Sections 7.12 and 7.14 or

any Loan Document, no Loan Party shall be deemed or be obligated to grant a security interest in any asset to support the Obligations if such grant of a security interest in such asset would be prohibited by enforceable anti-assignment provisions of

any Contractual Obligation permitted pursuant to Section 8.08 (after giving effect to relevant provisions of the Uniform Commercial Code or other applicable law).

(c) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary as provided in Section 7.12 that

is organized or incorporated in or under the laws of any jurisdiction other than a jurisdiction in or under the laws of which at least one of the then-existing Loan Parties is organized or incorporated on the date such Restricted Subsidiary becomes

a Loan Party, the Administrative Agent may, with the consent of Holdings, amend the Agreed Security Principles and the other Loan Documents (including this Agreement) to include such Subsidiary as a Loan Party, which amendment must be mutually

agreed to by the Administrative Agent and Holdings but without the consent of any Lender (provided that no such amendment shall materially adversely affect the rights of any Lender that has not consented to such amendment).

(d) Notwithstanding anything to the contrary set forth in Sections 7.12 and 7.14 or any Loan Document, no Loan

Party shall be deemed to be required under any Loan Document to pledge or otherwise provide as collateral or security the Equity Interests of an Unrestricted Subsidiary, a Non-Wholly Owned Subsidiary, an Immaterial Subsidiary or any Subsidiaries set

forth on Schedule 1.01(e) to secure the Obligations of a Loan Party.

(e) Sections 7.12 and 7.14

or any Loan Document need not be satisfied with respect to any Excluded Assets. In addition, the Collateral and Guarantee requirement and the provisions of the Loan Documents shall not require any account control agreements, lockbox arrangements or

the taking of any other actions to perfect by control any security interest in any deposit accounts, securities accounts or commodities accounts.

(f) Notwithstanding anything to the contrary set forth in Article IV, Sections 7.12 and 7.14, the

requirements of such Sections with respect to any Foreign Subsidiary shall be subject to the Agreed Security Principles.

Notwithstanding

anything to the contrary set forth in this Agreement or any other Loan Document, (i) the Administrative Agent may grant extensions of time for or waivers of (A) the requirements of creating or perfecting security interests in or the

obtaining of title insurance, legal opinions, appraisals, flood insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such

date) where it reasonably determines, in consultation with Holdings, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or

the other Loan Documents or (B) the requirements of joining a Foreign Subsidiary to this Agreement pursuant to Section 7.12 and/or creating or perfecting security interests in the assets of any Required Foreign Subsidiary to

permit the expiration of any required holding period with regard to any

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such Required Foreign Subsidiary so as to avoid any material adverse tax consequences to the Loan Parties that may result from the joining of and creating or perfecting security interests in the

assets of such Foreign Subsidiary prior to the expiration of such required holding period, as determined by Holdings and the Administrative Agent, it being understood that Holdings shall make commercially reasonable efforts to mitigate any such

holding period, (ii) Liens required to be granted from time to time pursuant to this Agreement and the Collateral Documents shall be subject to exceptions and limitations set forth in the Collateral Documents and (iii) the Administrative

Agent and Holdings may make such modifications to the Mortgages, and execute and/or consent to such easements, covenants, rights of way or similar instruments (and Administrative Agent may agree to subordinate the lien of any Mortgage to any such

easement, covenant, right of way or similar instrument of record or may agree to recognize any tenant pursuant to an agreement in a form and substance reasonably acceptable to the Administrative Agent), as are reasonable or necessary and otherwise

permitted by this Agreement and the other Loan Documents.

7.16 Credit Rating. The Borrowers at all times shall use

commercially reasonable efforts to cause to be maintained (a) a corporate rating for Holding from S&P, (b) a corporate family rating for Holdings from Moody’s and (c) a rating for each of the Facilities from each of S&P

and Moody’s.

7.17 Post-Closing Matters. Holdings shall, and shall cause each Restricted Subsidiary to, take all

necessary actions to satisfy the requirements set forth on Schedule 7.17 within such periods as specified on such schedule or such longer period as agreed by the Administrative Agent in its sole discretion.

7.18 OFAC and Anti-Corruption Laws. The Borrowers agree that so long as any amount payable by any Borrower hereunder

remains unpaid or the Commitments have not been terminated, Holdings will, and will cause each Restricted Subsidiary to, unless the Required Lenders shall otherwise consent in writing:

(a) use the proceeds of the Loans in accordance with Section 7.11, but in no event for any purpose that would be contrary

to Section 6.23; and

(b) furnish to the Lenders such other information respecting the condition, operations or

business, financial or otherwise, of the Borrowers or any of Subsidiary as any Lender, through the Administrative Agent, may from time to time reasonably request (including any information that any Lender reasonably requests in order to comply with

its obligations under any “know-your-customer” or anti-money laundering laws or regulations, including the Patriot Act and the Beneficial Ownership Regulation).

7.19 Lender Calls. Holdings shall conduct, if requested by the Administrative Agent by written notice, which may be given in the

form of an email, quarterly conference calls that the Lenders may attend to discuss the financial condition and results of operations of Holdings and the Restricted Subsidiaries for the most recently ended measurement period for which financial

statements have been delivered pursuant to Section 7.01, at a date and time to be reasonably determined by Holdings in consultation with the Administrative Agent, provided, however, that so long as

Holdings has publicly listed debt or equity securities and regularly holds customary earnings calls, the foregoing lender call requirements shall not apply.

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ARTICLE VIII.

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder, other than contingent indemnification

obligations for which no claim has been asserted, which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, no Loan Party shall, nor shall it permit any Restricted Subsidiary to, directly or

indirectly:

8.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues,

whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Loan Party or any Restricted Subsidiary as debtor, or sign or suffer to exist any

security agreement authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, other than the following:

(a) Liens pursuant to

(i) any Loan Document and

(ii) any document governing any Credit Agreement Refinancing Indebtedness (other than Permitted Unsecured Refinancing Debt);

provided that in the case of this clause (ii),

(A) such Liens do not extend to any assets that

are not Collateral and

(B) the applicable parties to such Credit Agreement Refinancing Indebtedness (or a representative

thereof on behalf of such holders) shall have entered into with the Administrative Agent and/or the Collateral Agent a Customary Intercreditor Agreement, which agreement shall provide either that the Liens on the Collateral securing such Credit

Agreement Refinancing Indebtedness shall have either (x) the same priority ranking as the Liens on the Collateral securing the Obligations (but without regard to control of remedies) or (y) shall rank junior to the Liens on the Collateral

securing the Obligations; without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured Parties any Customary Intercreditor Agreement or

any amendment (or amendment and restatement) to the Collateral Documents or a Customary Intercreditor Agreement to the extent necessary to effect the provisions contemplated by this Section 8.01(a)(ii);

(b) Permitted Liens;

existing on the Closing Date and listed on Schedule 8.01(c) and any replacements, modifications, renewals or extensions thereof, provided that the property covered thereby is not increased in any material respect and the

amount not increased or the direct or any contingent obligor changed and any replacement, modification, renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.02(c);

(d) Liens securing Factoring Agreements and Receivables Facilities incurred pursuant to Section 8.02 hereof in an aggregate

amount up to the greater of (x) $300,000,000 and (y) 27% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time

outstanding;

(e) Liens securing Indebtedness permitted by Section 8.02(l);

(f) Liens securing Indebtedness or any other obligations in an aggregate amount up to the greater of (i) $250,000,000 and

(ii) 20% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding;

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(g) (A) Liens securing Indebtedness that is permitted by

Section 8.02(g); provided that

(i) such security interests are incurred, and the

Indebtedness secured thereby is created, within 120 days after such acquisition (or construction),

(ii) the

Indebtedness secured thereby, at the time of incurrence thereof, does not exceed the lesser of the cost or the fair market value of such real property, improvements or equipment at the time of such acquisition (or construction) and

(iii) such security interests do not apply to any other property or assets of Holdings or any Restricted Subsidiary (other than

the proceeds of the property or assets subject to such security interests) and

(B) any Lien securing the renewal,

extension, refinancing or refunding of any such Indebtedness without a change in the assets subject to such Lien and to the extent that such renewal, refinancing or refunding is permitted by Section 8.02(g) and

Liens attach only to the property sold and being leased in such transaction and any accessions and additions thereto or proceeds and products thereof and related property;

(h) Liens granted to secure Indebtedness permitted to be secured by Section 8.02 (the “Second Lien

Indebtedness”) which Liens are junior to the Liens securing the Obligations; provided that

(i)

on the date such Second Lien Indebtedness is incurred, the Senior Secured Net Leverage Ratio on a consolidated basis for Holdings and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial

statements are available immediately preceding the date on which such Second Lien Indebtedness is incurred shall not exceed 4.00 to 1.00, determined on a Pro Forma Basis (including a pro forma application of the net proceeds therefrom (but

assuming (A) the Indebtedness being incurred as of such date of determination would be included in the definition of Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included, (B) any commitments in respect

thereof are fully drawn and (C) the proceeds held as cash or Cash Equivalents thereof or of other Indebtedness incurred substantially concurrently therewith are not netted for the purposes of calculating the First Lien Net Leverage Ratio, the

Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio), as if the Second Lien Indebtedness had been incurred at the beginning of such four quarter period and

(ii) the agent, trustee or similar person party to such Second Lien Indebtedness shall enter into a Customary Intercreditor

Agreement in form and substance reasonably satisfactory to the Administrative Agent;

(i) Liens securing Indebtedness permitted by

Section 8.02(p) to the extent permitted to be secured, so long as the agent, trustee or similar Person party to such Indebtedness shall enter into a Customary Intercreditor Agreement in form and substance reasonably satisfactory

to the Administrative Agent;

(j) Liens existing on assets acquired by Holdings or any of its Subsidiaries pursuant to any Permitted

Acquisition; provided that

(i) such Liens secure Indebtedness permitted pursuant to

Section 8.02,

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(ii) such Liens attach at all times only to the same assets to which such

Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such Lien), and secure only the same Indebtedness or obligations that such Liens secured immediately

prior to such Permitted Acquisition (or any Permitted Refinancing Indebtedness in respect thereof) and

(iii) such Liens

were not created in connection with, or in contemplation of, such Permitted Acquisition;

(k) Liens under any escrow arrangement holding

the proceeds of any Indebtedness incurred in accordance with Section 8.02 to finance a Permitted Acquisition or other transaction; provided, that such Liens shall terminate and otherwise be discharged upon the

consummation of the applicable Permitted Acquisition or other transaction;

(l) Liens arising from UCC financing statements filings

regarding operating leases or consignment of goods entered into by Holdings and the Restricted Subsidiaries in the ordinary course of business;

(m) in the case of any Non-Wholly Owned Subsidiary or joint venture, any put and call arrangements or restrictions on disposition related to

its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement;

(n) Liens securing

Permitted Swap Obligations in an aggregate amount up to

$18,750,00075,000,000;

(o) Liens on cash in an aggregate amount up to

$100,000,000 pledged in lieu of issuance of a Letter of Credit in favor of an insurance company;

(p) Liens on cash and Cash

Equivalents securing letters of credit permitted pursuant to Section 8.02(q); and

(q) any Lien over bank accounts

arising under clause 24 or 25 of the applicable general terms and conditions (algemene bankvoorwaarden) of the relevant account bank or under other terms and conditions of such bank.

For purposes of determining compliance with this Section 8.01,

(A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or

any portion thereof) described in Sections 8.01(a) through (n) but may be permitted in part under any combination thereof and

(B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of

the categories of permitted Liens (or any portion thereof) described in Sections 8.01(a) through (l), the Borrowers may, in their sole discretion, classify or reclassify, or later divide, classify or reclassify (as

if incurred at such later time), such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 8.01 and will be entitled to only include the amount and type of such Lien or

such item of Indebtedness secured by such Lien (or any portion thereof) in one of the above clauses and such Lien securing such item of Indebtedness (or portion thereof) will be treated as being incurred or existing pursuant to only such clause or

clauses (or any portion thereof) without giving pro forma effect to such item (or portion thereof) when calculating the amount of Liens or Indebtedness that may be incurred pursuant to any other clause.

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8.02 Indebtedness. Directly or indirectly, create, incur, assume or suffer to

exist any Indebtedness, in the case of Holdings, issue any shares of Disqualified Stock or, in the case of any Restricted Subsidiary, issue any shares of Disqualified Stock or preferred stock, except:

(a) Indebtedness under this Agreement and the other Loan Documents and Credit Agreement Refinancing Indebtedness incurred to refinance (in

whole or in part) such Indebtedness;

(b) [reserved];

(c) Indebtedness (including, without limitation, credit lines) outstanding on the Closing Date and listed on Schedule 8.02 and

any Permitted Refinancing Indebtedness incurred to refinance such Indebtedness;

(d) Indebtedness consisting of Guarantees of Holdings or

any Restricted Subsidiary with respect to:

(i) Indebtedness of Holdings or any Restricted Subsidiary to the extent that

such Indebtedness is permitted to be incurred pursuant to this Section 8.02 (other than this Section 8.02(d)); provided that in the case of any Guarantee given by a Loan Party that is not organized

in the United States or Canada, if the Indebtedness so guaranteed is in a principal amount in excess of the Threshold Amount at the time such Guarantee is given, the holders of such Indebtedness (or their representative) and the Administrative Agent

and/or Collateral Agent shall become parties to a Customary European Intercreditor Agreement if reasonably requested by the Administrative Agent;

(ii) Indebtedness of any Person that is not a Restricted Subsidiary, provided that the aggregate principal amount

of such Indebtedness shall not at any time exceed $150,000,000 (without giving effect to any write-offs or write-downs of such Indebtedness); and

(iii) Indebtedness not to exceed $20,000,000 in the aggregate consisting of Guarantees in favor of customers of Holdings, the

Restricted Subsidiaries or joint ventures to which Holdings, the Borrower or a Restricted Subsidiary is a party;

(e) intercompany loans

(i) between the Loan Parties,

(ii) from an Immaterial Subsidiary to a Loan Party so long as the payee with respect to such intercompany loans is Solvent both

before and after giving effect thereto,

(iii) from any Loan Party to an Immaterial Subsidiary, to the extent such loans

are permitted under clause (b) of the definition of “Permitted Investments”,

(iv) between

Restricted Subsidiaries that are not Loan Parties,

(v) from a Restricted Subsidiary that is not a Loan Party to a Loan

Party, to the extent such loans are permitted under clause (b) of the definition of “Permitted Investments” and

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(vi) from a Loan Party to a Restricted Subsidiary that is not a Loan Party,

to the extent such loans are permitted under clause (b) of the definition of “Permitted Investments”, in each case, which shall be subject to a Customary European Intercreditor Agreement if reasonably requested by the

Administrative Agent,

(f) Indebtedness consisting of Permitted Swap Obligations;

(g) (i) capital lease obligations, mortgage financings, industrial revenue bonds or purchase money obligations, in each case, incurred for the

purpose of financing all or any part of the purchase price or cost of design, development, construction or improvement of property, plant or equipment used in the business of Holdings or any Restricted Subsidiary, in an aggregate principal amount,

including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this Section 8.02(g), not to exceed the greater of (x) $100,000,000 and (y) 7.0% of

Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding and

(ii) any Indebtedness incurred by Holdings or a Restricted Subsidiary arising from any Permitted Sale Leaseback Transaction

that is permitted under Section 8.13 and Permitted Refinancing Indebtedness in respect thereof in an amount not to exceed $100,000,000 at any time outstanding;

(h) Acquired Indebtedness (and any Permitted Refinancing Indebtedness in respect thereof) in an aggregate principal amount not to exceed the

greater of (x) $300,000,000 and (y) 20% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding;

(i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against

insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its incurrence;

(j) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business in an amount not to exceed

$50,000,000 at any time outstanding;

(k) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed the

(l) the incurrence of additional Indebtedness (including Acquired Indebtedness) by

(A) Holdings or any Restricted Subsidiary or

(B) Persons that are acquired by or merged or amalgamated with or into Holdings or any Restricted Subsidiary in accordance with

the terms of this Agreement and in each case, incurred to finance a Permitted Acquisition or any other acquisition of any Acquired Entity by any Borrower or any Wholly-Owned Restricted Subsidiary;

provided, in each case, that, at the time such additional Indebtedness is incurred, the Total Net Leverage Ratio on a consolidated basis for

Holdings’ and the Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred shall not exceed

3.75 to 1.00, in each case, determined on a Pro Forma Basis (including a pro forma application of the net proceeds thereof and assuming (a) the Indebtedness being incurred as of such date of determination would be included in the definition of

Consolidated

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Indebtedness, whether or not such Indebtedness would otherwise be included, (b) any commitments in respect thereof are fully drawn and (c) the proceeds held as cash or Cash Equivalents

thereof or of other Indebtedness incurred substantially concurrently therewith are not netted for the purposes of calculating the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio), as if the

additional Indebtedness had been incurred at the beginning of such four-quarter period;

provided that, solely with respect to the

incurrence of additional Indebtedness in the form of customary term loans or high-yield notes (other than Acquired Indebtedness), such additional Indebtedness:

(1) will have a maturity date that is no earlier than the date that is six months after the latest of Initial Term Loan

Maturity Date, the 2020 Incremental Term Loan Maturity Date and, the 2021 Incremental Term Loan Maturity Date and the Amendment No. 9 Term Loan Maturity

Date;

(2) does not provide for any

required, scheduled or mandatory prepayment on account of principal (including amortization or otherwise, but excluding a customary offer to redeem or repay with asset sale proceeds or following a Change of Control) prior to the latest of Initial

Term Loan Maturity Date, the 2020 Incremental Term Loan Maturity Date and, the 2021 Incremental Term Loan Maturity Date and the Amendment No. 9 Term Loan Maturity

Date;

(3) has terms (other than with

respect to pricing, premiums, optional prepayment or redemption terms and maturity), when taken as a whole, that are not more favorable to the holders thereof than those applicable to the holders of Term Loans;

(4) to the extent such additional Indebtedness consists of term loans secured on a pari passu basis with the Obligations, such

additional Indebtedness shall be subject to the MFN Adjustment as if such additional Indebtedness were a New Term Loan Facility; and

(5) (A) if secured, such Indebtedness is not secured by any property or assets other than the Collateral and the holders of

such Indebtedness (or their representative) and the Administrative Agent and/or Collateral Agent shall become parties to a Customary Intercreditor Agreement and (B) in the case of any Indebtedness in an original principal amount in excess of

the Threshold Amount, if guaranteed by a Loan Party that is not organized in the United States or Canada, the holders of such Indebtedness (or their representative) and the Administrative Agent and/or Collateral Agent shall become parties to a

Customary European Intercreditor Agreement if reasonably requested by the Administrative Agent;

provided,

further, that additional Indebtedness incurred in the form of a customary bridge facility intended to be refinanced with (or which converts into or is exchanged for) long-term indebtedness (which such bridge facility shall be

deemed to satisfy clauses (1) and (2) above so long as (x) such bridge facility includes customary “rollover” provisions and (y) assuming such bridge facility were to be extended pursuant to such

“rollover” provisions, such extended bridge facility would comply with clauses (1) and (2)) and in which case, on or prior to the first anniversary of the incurrence of such bridge facility, nothing in clauses (1) and

(2) above shall prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions),

(m) Indebtedness in an amount not to exceed $50,000,000 outstanding at any one time for the repurchase, redemption, acquisition or

retirement of Equity Interests of Holdings held in a Plan or otherwise held by employees or independent contractors;

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(n) Indebtedness (in addition to the allowances in the other subsections of this

Section 8.02) in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $300,000,000 and (y) 20% of Consolidated EBITDA as of the last day of the last Test Period for which

financial statements have been delivered pursuant to Section 7.01 at any time outstanding; provided that Holdings and the Restricted Subsidiaries shall not be permitted to incur additional Indebtedness under this

Section 8.02(n) during the existence of an Event of Default or if an Event of Default would occur after giving effect to the incurrence of such Indebtedness;

(o) unsecured Indebtedness or Disqualified Stock issued or incurred by Holdings or any Restricted Subsidiary; provided that

(i) such Indebtedness include a maturity date that is no earlier than the date that is 365 days after the Latest Maturity

Date,

(ii) such Indebtedness does not provide for any required, scheduled or mandatory prepayment on account of principal

(including amortization or otherwise, but excluding a customary offer to redeem or repay with asset sale proceeds or following a Change of Control) prior to the date that is 365 days after the Latest Maturity Date,

(iii) after giving effect to such incurrence and the application of proceeds therefrom, no Default or Event of Default shall

have occurred and be continuing or would result therefrom,

(iv) at the time such unsecured Indebtedness is incurred or

issued, as applicable, the Fixed Charge Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis (assuming (a) the Indebtedness being incurred as of such date of determination would be included in the definition of

Consolidated Indebtedness, whether or not such Indebtedness would otherwise be included, (b) any commitments in respect thereof are fully drawn and (c) the proceeds held as cash or Cash Equivalents thereof or of other Indebtedness incurred

substantially concurrently therewith are not netted for the purposes of calculating the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio),

(v) the terms and provisions of the documentation governing such Indebtedness are not more restrictive, when taken as a whole,

on Holdings and the Restricted Subsidiaries than the terms and provisions of this Agreement; and

(vi) in the case of any

Indebtedness in an original principal amount in excess of the Threshold Amount, if guaranteed by a Loan Party that is not organized in the United States or Canada, the holders of such Indebtedness (or their representative) and the Administrative

Agent and/or Collateral Agent shall become parties to a Customary European Intercreditor Agreement;

(p) (i) additional Indebtedness

(including Acquired Indebtedness) of Holdings or any Restricted Subsidiary (and any Permitted Refinancing Indebtedness in respect thereof); provided that

(A) immediately prior to and after giving effect thereto, no Default or Event of Default shall exist or result therefrom,

(B) such additional Indebtedness

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(B) other

than additional Indebtedness incurred in the form of a customary bridge facility intended to be refinanced with (or which converts into or is exchanged for) long-term indebtedness (which such bridge facility shall be deemed to satisfy this clause

(B) so long as (x) such bridge facility includes customary “rollover” provisions and (y) assuming such bridge facility were to be extended pursuant to such “rollover” provisions, such extended bridge facility

would comply with clause (B)) and in which case, on or prior to the first anniversary of the incurrence of such bridge facility, nothing in this clause (B) shall prohibit the inclusion of customary terms for “bridge” facilities,

including customary mandatory prepayment, repurchase or redemption provisions), such additional Indebtedness

(1) will not mature prior to the date that is six months after the latest of Initial Term Loan Maturity Date, the 2020

Incremental Term Loan Maturity Date and, the 2021 Incremental Term Loan Maturity Date and the Amendment No. 9 Term Loan Maturity Date,

(2) has no scheduled amortization or payments of principal prior to the latest of Initial Term Loan Maturity Date, the 2020

Incremental Term Loan Maturity Date and, the 2021 Incremental Term Loan Maturity Date and the Amendment No. 9 Term Loan Maturity Date, and

(3) has terms (other than with respect to pricing, premiums, optional prepayment or redemption terms and maturity), when taken

as a whole, that are not more favorable to the holders thereof than those applicable to the holders of Term Loans,

the extent such additional Indebtedness consists of term loans secured on a pari passu basis with the Obligations, such additional Indebtedness shall be subject to the MFN Adjustment as if such additional Indebtedness were a New Term Loan Facility

and

(D) after giving effect to the incurrence or issuance of such additional Indebtedness on the date thereof, either

(x) the principal amount of such Indebtedness shall not exceed the sum of

(1) the greater of (I) $1,100,000,000 and (II) 100% of Consolidated EBITDA as of the last day of the last Test

Period for which financial statements have been delivered pursuant to Section 7.01 at any time outstanding less the amount of Incremental Facilities and/or Incremental Loans incurred pursuant to

Section 2.14(a)(x) and

(2) an unlimited amount if, after giving effect to the incurrence of such

Indebtedness,

(X) if such Indebtedness is secured on a pari passu basis with the Obligations, the First Lien Net Leverage

Ratio is less than or equal to 3.253.75 to 1.00 on a Pro Forma Basis,

(Y) if such Indebtedness is

secured on a junior basis to the Obligations, the Senior Secured Net Leverage Ratio is less than or equal to

3.504.00 to 1.00 on a Pro Forma Basis and

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(Z) if such Indebtedness is unsecured, either (x) the Fixed Charge

Coverage Ratio is greater than or equal to 2.00 to 1.00 on a Pro Forma Basis or (y) the Total Net Leverage Ratio is less than or equal to 3.754.25 to 1.00

on a Pro Forma Basis

(in each case, assuming (a) the Indebtedness being incurred as of such date of determination would be included in the definition of

substantially concurrently therewith are not netted for the purposes of calculating the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Total Net Leverage Ratio) or

(y) all of the Net Cash Proceeds (or such lesser amount that would permit the remaining Indebtedness to be permitted

hereunder) of any such Indebtedness are used on the date of incurrence to permanently prepay and refinance Term Loans on a dollar-for-dollar basis;

(E) if secured, such Indebtedness is not secured by any property or assets other than the Collateral and the holders of such

Indebtedness (or their representative) and the Administrative Agent and/or Collateral Agent shall become parties to a Customary Intercreditor Agreement; and

(F) in the case of any Indebtedness in an original principal amount in excess of the Threshold Amount, if incurred by a Loan

Party that is not organized in the United States or Canada, the holders of such Indebtedness (or their representative) and the Administrative Agent and/or Collateral Agent shall become parties to a Customary European Intercreditor Agreement; or

(ii) Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness of the Borrowers under this clause

(p); provided, in the case of any Indebtedness in an original principal amount in excess of the Threshold Amount, if guaranteed by a Loan Party that is not organized in the United States or Canada, the holders of such

Indebtedness (or their representative) and the Administrative Agent and/or Collateral Agent shall become parties to a Customary European Intercreditor Agreement;

(q) Indebtedness arising under any (i) performance or surety bond or obligations in respect of letters of credit related thereto, in each

case entered into in the ordinary course of business, which for the avoidance of doubt includes for purposes of this section, but is not limited to, bonding provided with respect to contracts and projects, including to support contracts and projects

of permitted joint ventures of Holdings and its Restricted Subsidiaries, and where Holdings or any Restricted Subsidiary is co-bonding a project where a Restricted Subsidiary or permitted joint venture is a subcontractor on the contract or project

and (ii) Guarantees of performance and of the foregoing by Holdings or any Restricted Subsidiary, including to support contracts and projects of permitted joint ventures of Holdings and its Restricted Subsidiaries;

(r) Indebtedness arising under Factoring Agreements and/or in respect of any Receivables Facilities in an aggregate outstanding principal

amount not to exceed the greater of (x) $300,000,000 and (y) 27% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01 at any

time outstanding;

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(s) Indebtedness of Holdings or any Restricted Subsidiary

(i) (A) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay,

customs, appeal, performance and/or return of money bonds or other similar obligations incurred in the ordinary course of business, and (B) from and after the Required Lender

Consent Date, Guarantees of the foregoing and Guarantees of contractual obligations (including of performance) and contingent liabilities (including indemnification obligations) of permitted joint ventures of Holdings and its

Restricted Subsidiaries in each case incurred in the ordinary course of business; and

(ii) in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments to support any of

the foregoing items;

(t) Contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, earn-out,

non-compete, or similar obligation of the Borrowers or the applicable Loan Party incurred in connection with the consummation of one or more Permitted Acquisitions or Dispositions permitted hereunder or any acquisition or disposition consummated

prior to the Closing Date;

(u) any liability of a Loan Party incorporated in The Netherlands arising under (i) a declaration of

joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Article 2:403 of the Dutch Civil Code and any residual liability (overblijvende aansprakelijkheid) under such declaration arising pursuant to Article 2:404

(2) of the Dutch Civil Code and (ii) any joint and several liability (hoofdelijke aansprakelijkheid) by operation of law under an applicable fiscal unity (fiscale eenheid) for Dutch VAT or Dutch corporate income tax purposes

consisting solely of Loan Parties;

(v) Indebtedness, whether or not secured, in respect of customary cash management, operating account

arrangements and bank services, including those involving pooled accounts and arrangements entered into in the ordinary course of business; and

(w) Indebtedness under Designated Pari Passu Facilities, in an amount not to exceed the amount of Indebtedness the Borrower would be permitted

to incur pursuant to Section 2.14(a)(x) or clause (i)(D)(x)(1) of Section 8.02(p) at the time of designation (or update thereto) and which shall reduce the amount of Indebtedness permitted pursuant to such

clauses on a dollar for dollar basis for so long as such Designated Pari Passu Facility Cap remains in effect for such Designated Pari Passu Facility.

Further, for purposes of determining compliance with this Section 8.02,

(A) Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness (or any portion thereof)

described in this Section 8.02 but may be permitted in part under any combination thereof and

(B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of

permitted Indebtedness (or any portion thereof) described in this Section 8.02, the Borrowers may, in their sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such

item of Indebtedness (or any portion thereof) in any manner that complies with this Section 8.02 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above

clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such

item (or portion thereof) when calculating the amount of Indebtedness that may be incurred pursuant to any other clause; provided, that all Indebtedness outstanding on the Closing Date under this Agreement shall at all times be deemed

to have been incurred pursuant to clause (a) of this Section 8.02.

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For the purposes of Sections 8.02(d)(i), (l)(5),

(o)(vi) and (p)(ii), the determination whether any Indebtedness or Guarantee is subject to the requirement that such Indebtedness or Guarantee be subject to a Customary European Intercreditor Agreement on the basis that

such Indebtedness is in an original principal amount in excess of the Threshold Amount or such Guarantee is of Indebtedness in an original principal amount in excess of the Threshold Amount shall be made based on the total original principal amount

of the relevant tranche or series of Indebtedness whether or not such Indebtedness is classified, divided or reclassified among separate categories of permitted Indebtedness described in this Section 8.02.

Notwithstanding the foregoing, any single tranche or series of Indebtedness in the form of term loans or bonds in an original principal

amount in excess of the greater of (x) $100,000,000 or (y) 25% of Consolidated EBITDA (determined based on the total original principal amount of the relevant tranche or series of Indebtedness whether or not such Indebtedness is

classified, divided or reclassified among separate categories of permitted Indebtedness described in this Section 8.02) shall be incurred by Holdings, the Borrower or another Loan Party that is a US Subsidiary or Canadian

Subsidiary.

Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original

issue discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional Disqualified Stock or preferred stock, as applicable, will in each case not be deemed to be an incurrence of

Indebtedness or Disqualified Stock or preferred stock for purposes of this Section 8.02.

For the avoidance of

doubt, for the purposes of this Section 8.02, the term “Indebtedness” shall be deemed to include, in the case of Holdings, the issuance of any shares of Disqualified Stock or, in the case of any Restricted

Subsidiaries, the issuance of any shares of Disqualified Stock or preferred stock, in each case, to the extent that any of the foregoing would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in

accordance with GAAP.

Notwithstanding any other provision of this Section 8.02, the maximum amount of Indebtedness

that Holdings or any Restricted Subsidiary may incur pursuant to this Section 8.02 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

8.03 Fundamental Changes. Merge into or consolidate with any other Person, or permit any other Person to merge into or

consolidate with it, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of Holdings or any Restricted Subsidiary on a consolidated basis, taken as a whole, to any other Person, except

that, so long as no Default exists or would result therefrom:

(a) Holdings or any Restricted Subsidiary may merge with or acquire another

Person engaged in a similar or adjacent line of business as that Holdings and the Restricted Subsidiaries have conducted during the current and most recently concluded calendar year, through a stock, asset or any other similar transaction (or any

business reasonably ancillary or complementary thereto, or which is a reasonable extension, development or expansion thereof), if

(i) Holdings or such Restricted Subsidiary is the surviving entity,

(ii) such acquisition is friendly and is done with the recommendation of the acquiree’s board of directors or similar

governing body and

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(iii) such acquisition constitutes a Permitted Acquisition;

(b) any Restricted Subsidiary may merge with a Loan Party or a Wholly-Owned Restricted Subsidiary if (i) such Loan Party or such

Wholly-Owned Restricted Subsidiary, as the case may be, is the surviving entity of such merger (provided that, if such merger involves (x) a Subsidiary Guarantor, the surviving entity of such merger shall be a Subsidiary Guarantor

and (y) any Borrower, the surviving entity of such merger shall be the Borrower) and (ii) immediately after giving effect to such merger, no Default shall have occurred or be continuing;

(d) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to

Section 8.05 (other than Investments permitted pursuant to clause (f) of the definition of “Permitted Investments”); provided that the continuing or surviving Person shall be a

Restricted Subsidiary (and, if such merger or consolidation involves a Borrower, the continuing or surviving Person shall be such Borrower) and shall have complied with the applicable provisions of Sections 7.12 and 7.14

and the Collateral Documents;

(e) any Immaterial Subsidiary may be liquidated or dissolved; and

(f) Holdings may (x) merge or consolidate with an entity organized under the laws of the State of Delaware, (y) reorganize in the

State of Delaware or (z) “continue” as a Delaware corporation pursuant to Section 388 of the General Corporation Law of the State of Delaware (clauses (x), (y) and (z) collectively, the “J2 Domestication Merger”), in each case for the purpose of changing the jurisdiction of organization of Holdings; provided

that, in the event of the J2 Domestication Merger, (i) Holdings shall be the continuing or surviving Person or (ii) if the Person formed by or surviving the J2 Domestication Merger is not Holdings (any such Person, the

“Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the State of Delaware and (B) the Successor Company shall expressly assume all the obligations of Holdings

under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto reasonably satisfactory to the Administrative Agent and the Collateral Agent; provided, further

that, in the event of the J2 Domestication Merger, at the request of the Administrative Agent, Holdings or the Successor Company, as applicable, shall enter into such documentation as the Administrative Agent reasonably determines is necessary or

desirable to grant and perfect the Collateral Agent’s Lien on the Equity Interests of the Initial Borrower in accordance with the requirements of Section 7.12 (as if Holdings or such Successor Company were a newly formed or

acquired US Subsidiary) and Section 7.14 hereof.

8.04 Dispositions. Make any Disposition, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of inventory in the ordinary course of business;

(c) Dispositions (i) by Holdings or any Restricted Subsidiary to any Loan Party and (ii) by any Restricted Subsidiary that is not a

Loan Party to another Restricted Subsidiary that is not a Loan Party;

(d) other Dispositions

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(i) for fair market value and for consideration at least 75% of which is

cash or Cash Equivalents; provided that such Cash Equivalents shall mature within 180 days after the date of such Disposition,

(ii) the proceeds of which shall be reinvested into the business of Holdings and the Restricted Subsidiaries, including through

a Permitted Investment or Permitted Acquisition, within the Reinvestment Period or applied in accordance with Section 2.05 if and to the extent required thereby and

(iii) so long as the Loan Parties are in Pro Forma Compliance;

(e) the dissolution of any Restricted Subsidiary that (i) is not a Loan Party and (ii) is not material to the business of Holdings

and the Restricted Subsidiaries, taken as a whole;

(f) Dispositions set forth on Schedule 8.04;

(g) other Dispositions in an aggregate amount not to exceed $75,000,000 during any fiscal year;

(h) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) Mergers and consolidations permitted by Section 8.03;

(j) the lease or sublease of Real Property not constituting Indebtedness and not constituting a sale and leaseback transaction;

(k) assignments, licenses, sublicenses, leases and subleases of intellectual property in the ordinary course of business, which do not

interfere in any material respect with the business of Holdings and the Restricted Subsidiaries;

(l) Dispositions in connection with

Factoring Agreements and/or Receivables Facilities permitted by Section 8.02;

(m) Dispositions of cash and cash

equivalents in the ordinary course of business;

(n) the granting of Liens permitted pursuant to Section 8.01;

(o) terminations or unwinds of derivative transactions; and

(p) Dispositions constituting Restricted Payments permitted by Section 8.05 and Dispositions constituting Permitted

Investments.

8.05 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

(a) so long as no Event of Default shall have occurred and be continuing or would result therefrom, any Loan Party may repurchase its Equity

Interests owned by employees of such Loan Party (or held by any Plans maintained by the foregoing) or make payments to employees of Holdings or any Restricted Subsidiary upon termination of employment in connection with the exercise of stock

options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or other Plans or in connection with the death or disability of such employees in an aggregate

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amount not to exceed $40,000,000 in any fiscal year (excluding any net repurchases or payments over issuances of such Equity Interests in such fiscal year to such employees) plus

(x) the amount of net proceeds of any key-man life insurance policies received during such fiscal year and (y) the amount of any cash bonuses otherwise payable to members of management, directors or consultants that are foregoing in return

for the receipt of Equity Interests (the “Distribution Amount”); provided, that the amount of permitted distributions pursuant to this Section 8.05(a) shall be increased by (A) the

unused Distribution Amount for the immediately preceding fiscal year less (B) an amount equal to the unused Distribution Amount carried forward to such preceding fiscal year;

(b) the redemption, retirement or defeasance of any Indebtedness of Holdings or any Restricted Subsidiaries with the Net Cash Proceeds from an

incurrence of Permitted Refinancing Indebtedness;

holders of its Equity Interests on a pro rata basis in connection with a bona fide joint venture;

(d) so long as no Event of Default

shall have occurred and be continuing or would result therefrom, dividends or distributions by Holdings at the times due and in an amount necessary to make payments in accordance with and to the extent permitted by

Section 8.07(f);

(e) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of any

Borrower;

(f) in addition to the foregoing and following Restricted Payments, any Loan Party may make additional Restricted Payments to

any other Loan Party;

(g) repurchases of Equity Interests deemed to occur upon the “cashless exercise” of stock options or

warrants or upon the vesting of restricted stock units if such Equity Interests represents the exercise price of such options or warrants or represents withholding taxes due upon such exercise or vesting shall be permitted;

(h) [reserved];

(i) Restricted

Payments for amounts to be paid under employee stock ownership plans;

(j) so long as no Default or Event of Default shall have occurred

and be continuing or would result therefrom, Restricted Payments in an aggregate amount not to exceed the greater of (x) $300,000,000 and (y) 20% of Consolidated EBITDA as of the last day of the last Test Period for which financial

statements have been delivered pursuant to Section 7.01 at any time outstanding;

(k) so long as (x) no Default or

Event of Default shall have occurred and be continuing or would result therefrom and (y) after giving effect thereto, the Total Net Leverage Ratio is less than or equal to 3.75 to 1.00 on a Pro Forma Basis, Restricted Payments in an

aggregate amount not to exceed an amount (which shall not be less than zero) equal to the portion, if any, of the Available Amount on the date of such election that the Borrowers elect to apply to this Section 8.05(k), which

election shall be specified in a written notice of a Responsible Officer of Holdings calculating in reasonable detail the amount of Available Amount immediately prior to such election and the amount thereof elected to be so applied;

(l) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions,

purchases, defeasances, or other satisfactions prior to the scheduled maturity thereof with respect to the Indebtedness permitted to be secured under Section 8.01(h) in an aggregate amount not to exceed $300,000,000;

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(m) so long as no Default or Event of Default shall have occurred and be continuing or would

result therefrom, Restricted Payments by Holdings or any Restricted Subsidiary to the holders of its Equity Interests in an aggregate amount per annum not to exceed 7.0% of Market Capitalization;

(n) additional Restricted Payments if, after giving effect thereto, the Total Net Leverage Ratio is less than or equal to (x) in the case

of any Restricted Payment set forth in clause (b) of the definition thereof, 3.00 to 1.00 and (y) in the case of any Restricted Payment set forth in clause (a) or (c) thereof, 2.50 to 1.00,

in each case, on a Pro Forma Basis; provided that no Default or Event of Default shall have occurred and be continuing or would result therefrom; and

(o) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management,

managers, employees or consultants of any parent company (or any immediate family member of any of the foregoing) to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of

Holdings and/or the Restricted Subsidiaries, in each case, so long as such parent company applies the amount of any such Restricted Payment for such purpose.

(p) Restricted Payments for earn-out and holdback payments (i) required pursuant to existing agreements as set forth on Schedule

8.02 and (ii) required pursuant to Permitted Acquisitions;

Further, for purposes of determining compliance with this

Section 8.05, (A) Restricted Payments need not be permitted solely by reference to one category of permitted Restricted Payments (or any portion thereof) described in this Section 8.05 above or Permitted

Investments described in the definition thereof but may be permitted in part under any combination thereof and (B) in the event that a Restricted Payment (or any portion thereof) or Permitted Investment meets the criteria of one or more of the

categories of permitted Restricted Payments (or any portion thereof) described in this Section 8.05 above or Permitted Investment, the Borrowers may, in their sole discretion, classify or reclassify, or later divide, classify or

reclassify (as if incurred at such later time), such Restricted Payment (or any portion thereof) in any manner that complies with this Section 8.05 or falls within the definition of a Permitted Investment and will be entitled to

only include the amount and type of such Restricted Payment (or any portion thereof) in one of the above clauses (or any portion thereof) or within the definition of Permitted Investment (or any portion thereof) and such Restricted Payment (or any

portion thereof) or Permitted Investment shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or portion thereof) when calculating the

amount of the Restricted Payment that may be incurred pursuant to any other clause.

8.06 Change in Nature of Business.

Engage in any material line of business substantially different from those lines of business conducted by Holdings and the Restricted Subsidiaries on the Closing Date or any business substantially related or incidental thereto or reasonably

ancillary or complementary thereto.

8.07 Transactions with Affiliates. Enter into any transaction of any kind involving

aggregate consideration in excess of $5,000,000 with any Affiliate of Holdings, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Holdings or such Restricted Subsidiaries as

would be obtainable by Holdings or such Restricted Subsidiaries at such time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to:

(a) participation by Holdings or any Restricted Subsidiary in, or effecting any transaction in connection with, any joint enterprise or other

joint arrangement with any Affiliate if Holdings or such Restricted Subsidiary, as applicable, participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates;

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(b) loans and other transactions among the Loan Parties to the extent permitted by this

Article VIII;

(d) intercompany Indebtedness permitted under Section 8.02, Restricted Payments permitted under

Section 8.05 and Permitted Investments;

(e) compensation arrangements with directors and employees entered into in the

ordinary course of business;

(f) fees paid (and expenses reimbursed) pursuant to and in accordance with the Advisory Agreement as such

agreement is in effect on the Closing Date;

(g) issuance of Equity Interests (other than Disqualified Stock) of Holdings;

(h) customary agreements, covenants and restrictions contained in agreements relating to the sale of assets or Equity Interests of

Subsidiaries of the Borrowers;

(i) transactions between Holdings or any Restricted Subsidiary and any person, a director of which is also

a director of Holdings or any direct or indirect parent company of Holdings; provided, however, that (A) such director abstains from voting as a director of Holdings or such direct or indirect parent company, as the case may be, on any matter

involving such other person and (B) such person is not an Affiliate of Holdings for any reason other than such director’s acting in such capacity;

(j) transactions for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business;

(k) transactions pursuant to any Factoring Agreements permitted under Section 8.02; and

(l) sales of accounts receivable, or participations therein, in connection with any Receivables Facility permitted under

Section 8.02.

8.08 Burdensome Agreements. Create, enter into or permit to exist (x) any

Contractual Obligation (other than this Agreement, any other Loan Document or any Permitted Refinancing Indebtedness incurred to refinance any such Indebtedness) that limits the ability (i) except as permitted under

Section 8.01 or the documentation governing any Credit Agreement Refinancing Indebtedness, of Holdings or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the

Obligations or any refinancing thereof or (ii) of Holdings or any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances, in each case, to Holdings or any

Restricted Subsidiary or to Guarantee Indebtedness of Holdings or any Restricted Subsidiary or (y) a Canadian Defined Benefit Pension Plan, except, in respect of any Restricted Subsidiary acquired after the Closing Date, any such pension plan

that (i) existed as of the date of acquisition of such Restricted Subsidiary (and not created in contemplation of such acquisition) and (ii) does not have a funding deficiency of in excess of the greater of (x) $200,000,000 and

(y) 13% of Consolidated EBITDA as of the last day of the last Test Period for which financial statements have been delivered pursuant to Section 7.01; provided that the foregoing restrictions in

Section 8.08(x) shall not apply to:

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(a) customary restrictions and conditions contained in agreements relating to the sale of a

Restricted Subsidiary or Unrestricted Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary or Unrestricted Subsidiary (or any Equity Interests therein) that is to be sold

and such sale is permitted hereunder;

(b) customary restrictions and conditions contained in any trading, netting, operating,

construction, service, supply, purchase, sale or other agreement to which the Borrowers or any Restricted Subsidiaries are a party and was entered into in the ordinary course of business; provided that such agreement prohibits the

encumbrance of solely the property or assets of such Borrower or such Restricted Subsidiary that are the subject to such agreement;

(c)

Contractual Obligations which impose (x) restrictions described in clause (i) above, but only to the extent that such restrictions do not materially adversely affect the value of the Collateral granted to secure the

Obligations or (y) restrictions described in clause (ii) above, but only to the extent that such restrictions do not materially adversely affect the consolidated cash position of the Loan Parties;

(d) any agreement or other instrument (including an instrument governing Indebtedness) of a Person acquired by Holdings or any Restricted

Subsidiary in existence at the time of such acquisition or at the time it merges with or into Holdings or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in

contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so

acquired or the property or assets so assumed;

(e) any restrictions created in connection with any Factoring Agreement or Receivables

Facility incurred pursuant to Section 8.02 that, in the good faith determination of Holdings are necessary or advisable to effect the transactions contemplated under such Factoring Agreement or Receivables Facility;

(f) any contractual encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements,

refundings, replacements or refinancings of the agreements referred to in Section 8.08(d); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or

refinancings are, in the good faith judgment of the Borrowers, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase,

supplement, refunding, replacement or refinancing;

(g) customary restrictions on leases, subleases, licenses or sublicenses or sales

otherwise permitted hereby so long as such restrictions relate to the assets subject thereto;

(h) customary provisions in joint venture

agreements and other similar agreements applicable to joint ventures permitted under this Agreement;

(i) customary provisions restricting

assignment of any agreement entered into in the ordinary course of business;

(j) restrictions on cash or other deposits under contracts

entered into in the ordinary course of business;

(k) Contractual Obligations which arise under applicable laws or any applicable rule,

regulation or order;

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(l) any agreement or instrument governing Equity Interests of any Person that is acquired;

(m) restrictions and conditions on any Restricted Subsidiary organized in jurisdictions where such restrictions are customary, including

the People’s Republic of China, or any state or other political subdivision thereof;

(n) provisions in any customary indenture in

connection with Indebtedness permitted hereunder, and any Contractual Obligations relating thereto;

(o) restrictions on Liens in favor of

any holder of Indebtedness permitted under Section 8.02(g)(i) (solely to the extent such restriction relates to assets the acquisition, construction, repair, replacement, lease or improvement of which was financed by such

Indebtedness), Section 8.02(h) (solely to the extent such restriction relates to assets acquired in connection with the Acquired Indebtedness referred to in Section 8.02(h)) or Section 8.02(l)

(solely to the extent such restriction relates to assets acquired in connection with the Permitted Acquisition financed by such Indebtedness);

(p) restrictions that are binding on a Foreign Subsidiary pursuant to Indebtedness of a Foreign Subsidiary which is permitted by

Section 8.02; or

(q) restrictions in a surety or performance bond entered into in the ordinary course of business.

8.09 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately,

incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such

purpose.

8.10 Financial Covenant.

(a) Solely in respect of the Revolving Credit Facility, permit the First Lien Net Leverage Ratio as of the last day of any such fiscal quarter

of Holdings to exceed 3.75 to 1.00; provided that during any Acquisition Step-Up Period, the First Lien Net Leverage Ratio may be greater than 3.75 to 1.00, but shall not exceed (x) during the first four fiscal quarters of such

Acquisition Step-Up Period, 4.50 to 1.00 and (y) during the next following four fiscal quarters, 4.00 to 1.00; provided further that, notwithstanding the foregoing, the financial covenant set forth in this Section 8.10

shall be tested as of the last day of any such fiscal quarter only in the event that, on the last day of such fiscal quarter, the Total Outstandings (excluding undrawn Letters of Credit up to $60,000,000) is greater than 30.0% of the Total Revolving

Credit Commitments (such occurrence, a “Triggering Event”).

(b) Right to Cure. Notwithstanding anything

to the contrary contained in Section 9.01 or 9.02, in the event that the Borrowers fail to comply with the requirements of the financial covenant set forth in Section 8.10(a) at any time when

Holdings is required to comply with such financial covenant, pursuant to the terms thereof, then (A) until the expiration of the tenth Business Day subsequent to the date the relevant financial statements are required to be delivered pursuant

to Section 7.01(a) or (b) (the last day of such period being the “Anticipated Cure Deadline”), Holdings shall have the right to issue or obtain a contribution to its equity (which shall

be in the form of common equity or otherwise in a form reasonably acceptable to the Administrative Agent (but which shall not include the Specified Equity Proceeds)) for cash (the “Cure Right”), and upon the receipt by

Holdings of such cash (the “Cure Amount”), pursuant to the exercise Holdings of such Cure Right, the calculation of Consolidated EBITDA as used in the financial covenant set forth in Section 8.10(a) shall

be recalculated giving effect to the following pro forma adjustments:

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(i) Consolidated EBITDA shall be increased, solely for the purpose of

measuring the financial covenant set forth in Section 8.10(a) and not for any other purpose under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs (including

the determination of the Available Amount) or determining the Applicable Rate), by an amount equal to the Cure Amount; provided that (1) the receipt by Holdings of the Cure Amount pursuant to the Cure Right shall be deemed to have

no other effect whatsoever under this Agreement (including but not limited to determining the availability or amount of any covenant baskets or carve-outs or determining the Applicable Rate) and (2) no Cure Amount shall reduce Indebtedness

(including as unrestricted cash or Cash Equivalents of Holdings and the Restricted Subsidiaries) on a Pro Forma Basis for the applicable fiscal quarter for which such Cure Amount was contributed for purposes of calculating the financial covenant set

forth in Section 8.10(a);

(ii) If, after giving effect to the foregoing recalculations, the Borrowers

shall then be in compliance with the requirements of the financial covenant set forth in Section 8.10(a), the Borrowers shall be deemed to have satisfied the requirements of the financial covenant set forth in

Section 8.10(a) as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of the financial covenant set forth in

Section 8.10(a) that had occurred shall be deemed cured for the purposes of this Agreement; and

(iii)

upon receipt by the Administrative Agent of written notice, on or prior to the Anticipated Cure Deadline, that the Borrowers intend to exercise the Cure Right in respect of a fiscal quarter, the Lenders shall not be permitted to accelerate Loans

held by them or to exercise remedies against the Collateral on the basis of a failure to comply with the requirements of the financial covenant set forth in Section 8.10(a), unless such failure is not cured pursuant to the

exercise of the Cure Right on or prior to the Anticipated Cure Deadline. For the avoidance of doubt, the Borrower shall not be able to obtain any Credit Extension hereunder until receipt by the Administrative Agent of the Cure Amount.

Notwithstanding anything set forth herein to the contrary, (i) in each four consecutive fiscal-quarter period there shall be at least two

fiscal quarters in respect of which the Cure Right is not exercised, (ii) there can be no more than five fiscal quarters in respect of which the Cure Right is exercised during the term of this Agreement and (iii) for purposes of this

Section 8.10(b), the Cure Amount utilized shall be no greater than the minimum amount required to remedy the applicable failure to comply with the financial covenant set forth in Section 8.10(a).

8.11 Amendments of Organization Documents and Certain Other Agreements. Amend, modify or otherwise alter (a) any of its

Organization Documents in any manner that would conflict with its obligations under the Loan Documents or (b) the instrument or agreement governing any Indebtedness that is subordinated to the Obligations if such amendment, modification or

alteration is in violation of the Customary Intercreditor Agreement entered into with respect thereto.

8.12 Accounting

Changes. Make any (a) significant change in a manner adverse to the Lenders in accounting policies or reporting practices, except as permitted or required by generally accepted accounting principles, or (b) change its fiscal year.

8.13 Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, with any Person whereby it shall

sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or

purposes as the property being sold or transferred unless (A) (i) the sale of such property is permitted by Section 8.04 and (ii) any capital lease obligations or Liens arising in connection therewith are permitted

by Sections 8.02 and 8.01, respectively or (B) in respect of property acquired after the Closing Date, such transaction (a “Permitted Sale Leaseback Transaction”) is consummated within 365

days of such acquisition of property.

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8.14 No Other “Designated Senior Indebtedness”. No Borrower shall

designate, nor permit the designation of, any Indebtedness (other than under this Agreement or the other Loan Documents) as “Designated Senior Indebtedness” or any other similar term for the purpose of the definition of the same or the

subordination provisions contained in the documentation for all Indebtedness that is subordinated in right of payment to the Obligations (if applicable) or any Permitted Refinancing Indebtedness in respect thereof; provided that the existence of any

Designated Pari Passu Facility shall not be deemed to be in violation of this Section 8.14.

8.15 Centre of Main

Interests and Establishments. No European Loan Party shall change its “centre of main interests” (as that term is used in Article 3(1) of the Regulation).

8.16 Holding Covenant. Holdings shall not have any direct Subsidiary other than the Initial Borrower.

ARTICLE IX.

EVENTS

OF DEFAULT AND REMEDIES

9.01 Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. Any Loan Party fails to pay

(i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or

(ii) within five Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any Commitment

Fee or other fee due hereunder or

(iii) within five Business Days after the same becomes due, any other amount payable

hereunder or under any other Loan Document; or

(b) Specific Covenants. Any Loan Party fails to perform or observe any term,

covenant or agreement contained in any of

(i) Section 7.01 or 7.03(a), if such failure

continues for three Business Days or

(ii) Section 7.05, 7.11, 7.17, or

Article VIII; provided that, any Event of Default under Section 8.10 shall not constitute an Event of Default with respect to any Term Loan Facility until the earlier of (x) the date that is 30

days after the date such Event of Default arises with respect to the Revolving Credit Facility and (y) the date on which the Administrative Agent or the Revolving Credit Lenders exercise any remedies with respect to the Revolving Credit

Facility in accordance with Section 9.02; provided, further, that any Event of Default under Section 8.10 may be waived, amended or otherwise modified from time to time pursuant to

clause (i) of Section 11.01; or

observe any other covenant or agreement (not specified in Section 9.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days of the

earlier of (i) a Responsible Officer of any Loan Party has knowledge of such failure or (ii) receipt by Holdings of notice from the Administrative Agent or the Required Lenders of such default; or

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(d) Representations and Warranties. Any representation, warranty,

certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading, in each case in any

material respect (or, in the case of any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, shall be incorrect or misleading in any respect after giving effect to

such qualifier), when made or deemed made; or

(e) Cross-Default.

(i) Any Loan Party or any Significant Subsidiary (or any group of Restricted Subsidiaries that, when taken together, would

constitute a Significant Subsidiary)

(A) fails to make any payment when due (whether by scheduled maturity, required

prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder, Indebtedness under Swap Contracts and with respect to surety or performance bonds in respect of commercial contracts

entered into in the ordinary course of business (for the avoidance of doubt, not in respect of debt for borrowed money)) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all

creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or

(B) fails to observe

or perform any other agreement or condition relating to any such Indebtedness or Guarantee (other than with respect to surety or performance bonds in respect of commercial contracts entered into in the ordinary course of business (for the avoidance

of doubt, not in respect of debt for borrowed money)) in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to

cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) or the holders of any mandatory

preferred stock to cause, with the giving of notice if required, such Indebtedness or such mandatory preferred stock (other than the conversion of any mandatory preferred stock to common stock in accordance with its terms not as the result of a

default) to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness or such mandatory preferred stock to be made, prior to

its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded;

(ii) there

occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from

(A) any event

of default under such Swap Contract as to which Holdings or any Restricted Subsidiary is the Defaulting Party (as defined in such Swap Contract) or

(B) any Termination Event (as so defined) under such Swap Contract as to which Holdings or any Restricted Subsidiary is an

Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination Value owed by Holdings or such Restricted Subsidiary as a result thereof is greater than the Threshold Amount; or

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(f) Insolvency Proceedings, Etc.

(i) Any Loan Party or any Significant Subsidiary (or any group of Restricted Subsidiaries that, when taken together, would

constitute a Significant Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver,

receiver and manager, interim receiver, manager, monitor, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, receiver and manager, interim receiver,

manager, monitor, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 days; or any proceeding

under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 days, or an order for relief is entered in any such

proceeding;

(ii) Any Canadian Loan Party shall admit in writing its inability to pay its debts generally or make a

proposal (or file a notice of its intention to do so) under the Bankruptcy and Insolvency Act (Canada); or

(iii) with

respect to any UK Loan Party that is a Significant Subsidiary (or any group of UK Loan Parties that, when taken together, would constitute a Significant Subsidiary), the occurrence of any UK Insolvency Event.

(g) Inability to Pay Debts; Attachment.

(i) Any Loan Party or any Significant Subsidiary (or any group of Restricted Subsidiaries that, when taken together, would

constitute a Significant Subsidiary) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or

(ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of

the material property of any Loan Party or any Significant Subsidiary and is not released, vacated or fully bonded within 30 days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary

(i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not

covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Borrower and does not dispute coverage), or

(ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the

aggregate, a Material Adverse Effect and,

in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or

(B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA.

(i) One or more ERISA Events occur with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably

be expected to result in a Material Adverse Effect,

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(ii) any Borrower or any ERISA Affiliate fails to pay when due, after the

expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA in an aggregate amount in excess of the Threshold Amount,

(iii) with respect to a Foreign Plan, a termination, withdrawal, imposition of a Lien (other than a Permitted Lien),

noncompliance with applicable Law or plan terms that would reasonably be expected to result in a Material Adverse Effect, or

(iv) with respect to a Canadian Defined Benefit Pension Plan, imposition of a Lien that would reasonably be expected to result

in a Material Adverse Effect; or

(j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after

its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in any manner the validity or

enforceability of any material provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(k) Change of Control. There occurs any Change of Control; or

(l) Collateral Documents. Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms

thereof) cease to create a valid and perfected first priority lien on and security interest in the Collateral purported to be covered thereby (subject to Liens expressly permitted under the Loan Documents) (other than by reason of the failure of the

Collateral Agent to retain possession of Collateral physically delivered to it (other than due to any act or failure to act by Holdings or any of its Subsidiaries)) or the failure of the Collateral Agent to timely file Uniform Commercial Code

financing statements or continuation statements or other perfection filings (other than due to any act or failure to act by Holdings or any of its Subsidiaries) and is not, upon the written request of an Agent, promptly corrected; or

(m) Pensions. The UK Pensions Regulator issues a Financial Support Direction or a Contribution Notice is issued to any Loan Party or

any of their Subsidiaries or Affiliates or any Loan Party or any Subsidiaries or Affiliates of any Loan Party is convicted of or charged with, or is issued with any other sanction or penalty in relation to, any offence pursuant to section 58A,

section 58B, section 58C or section 58D of the UK Pensions Act 2004, in any case, that would reasonably be expected to result in a Material Adverse Effect.

9.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, and at the

request of the Required Lenders, shall take any or all of the following actions (it being understood that during any period during which an Event of Default under Section 8.10 exists solely with respect to the Revolving Credit

Facility, the Administrative Agent may, and at the request of the Majority Facility Lenders in respect of the Revolving Credit Facility, shall take any of the actions described below solely as they relate to the Revolving Credit Facility):

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,

whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all

interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby

expressly waived by each Borrower;

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103% the then Outstanding Amount thereof); and

(d) exercise, on behalf of itself, the Lenders and the L/C Issuers all rights and remedies

available to it, the Lenders and the L/C Issuers under the Loan Documents or applicable Law;

provided, however, that upon the

occurrence of an event with respect to any Borrower described in Section 9.01(f), the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the

unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall

automatically become effective, in each case, without further act of the Administrative Agent or any Lender.

9.03 Application of

Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash

Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.16, be applied by the Administrative Agent in the

following order:

First, to payment of that portion of the Obligations constituting reasonable fees, indemnities, expenses and other

amounts (including reasonable Attorney Costs and amounts payable under Article III) payable to each Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting reasonable fees, indemnities and other amounts (other than principal

and interest) payable to the Lenders (including reasonable Attorney Costs and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to (a) payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings,

and (b) periodic payments due under any Secured Hedge Agreement, ratably among the Lenders and the Hedge Banks, respectively, in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans (including Swingline

Loans) and L/C Borrowings, (b) payment of breakage, termination or other payments, and any interest accrued thereon, not otherwise paid pursuant to clause Third, due under any Secured Hedge Agreement, (c) payments of amounts due under

any Secured Treasury Management Agreement (in the case of any Designated Pari Passu Facilities, in principal amounts not to exceed the relevant Designated Pari Passu Facility Cap for such Designated Pari Passu Facility), ratably among the Lenders,

the L/C Issuers, Hedge Banks and the Lender Counterparties in proportion to the respective amounts described in this clause Fourth payable to or held by them and (d) to the Administrative Agent for the account of the L/C Issuer, to Cash

Collateralize 103% of that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

Fifth, to

the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate

amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

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Last, the balance, if any, after all of the Obligations have been indefeasibly paid

in full, to the Borrowers or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash

Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after

all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE X.

THE

AGENTS AND THE ARRANGERS

10.01 Appointment and Authority.

(a) Each of the Lenders, the L/C Issuers and each Designated Pari Passu Facility Provider hereby irrevocably appoints Citibank, N.A. to act on

its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms

hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article X are solely for the benefit of the Administrative Agent, the Lenders, the L/C Issuers and the Designated

Pari Passu Facility Providers, and no Loan Party shall have rights as a third party beneficiary of any of such provisions.

(b) Each of

the Lenders (in its capacities as a Lender and potential Hedge Bank), the L/C Issuers and each Designated Pari Passu Facility Provider hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Collateral Agent (for purposes of this

Article X, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”) hereunder and hereby authorizes the Collateral Agent to acquire, hold and enforce any and all Liens on

Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto (including as vertegenwoordiger/représentant for the purposes of article 5 of

the Belgian Financial Collateral Law and article 3 of Title XVII of Book III of the Belgian Civil Code). In this connection, the Collateral Agents and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to

Section 10.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral

Agent, shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the Collateral

Agent under the Loan Documents) as if set forth in full herein with respect thereto.

10.02 Delegation of Duties. Each Agent

may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its

duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article X shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as such Agent.

10.03 Rights as a Lender. The Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a

Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person

serving as an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with

Holdings or any of its Subsidiaries or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.

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10.04 Exculpatory Provisions. No Agent shall have any duties or obligations

except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent:

(a)

shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall have

any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the

Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the such Agent shall not be required to take any action that, in its opinion

or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law; and

(c)

shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or

obtained by the Person serving as such Agent or any of its Affiliates in any capacity.

Each Agent shall not be liable for any action

taken or not taken by it (i) with the consent, at the request of or ratified by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary,

under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its own gross negligence or willful misconduct. Each Agent shall be deemed not to have knowledge of any Default or Event of

Default unless and until written notice specifying that it is a “notice of default or event of default” and describing such Default or Event of Default, as applicable, is given to such Agent by any Borrower, any Lender or any L/C Issuer.

No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made

in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or

observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document

or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any

condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent.

(d) No Agent shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce compliance with

the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, no Agent shall (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or

Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institution.

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10.05 Reliance by Agents. Each Agent shall be entitled to rely upon, and shall

not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be

genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any

liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, an Agent may

presume that such condition is satisfactory to such Lender or such L/C Issuer unless such Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.

Each Agent may consult with legal counsel (who may be counsel for Holdings or any Restricted Subsidiary), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with

the advice of any such counsel, accountants or experts.

10.06 Non-Reliance on Agents and Other Lenders. Each Lender

and L/C Issuer acknowledges that it has, independently and without reliance upon the Agents, the Arrangers, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers, the Amendment No. 9 Lead Arrangers or any other Lender

or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and L/C Issuer also acknowledges that it will,

independently and without reliance upon the Agents, the Arrangers, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers, the Amendment No. 9 Lead Arrangers or any other Lender or any of their Related Parties and based

on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document

furnished hereunder or thereunder.

10.07 Resignation of Agent. Each Agent may at any time give notice of its

resignation (including, if applicable, as Swingline Lender) to the Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to

appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted

such appointment within 30 days after the retiring Agent gives notice of its resignation, then such retiring Agent may on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above;

provided that if such Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and, subject to the

last sentence of this Section 10.07, (a) the retiring Agent shall be discharged from its duties and obligations hereunder (including any further obligation to make Swingline Loans) and under the other Loan Documents

(except that in the case of any collateral security held by the Collateral Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring Collateral Agent shall continue to hold such collateral security until such

time as a successor Collateral Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each Lender and L/C Issuer directly, until such time as

the Required Lenders appoint a successor Agent as provided for above in this Section 10.07. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of

the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as

provided above in this Section 10.07). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the

retiring Agent’s resignation hereunder and under the other Loan

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Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective

Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. In addition, notwithstanding the effectiveness of a resignation by the Administrative Agent hereunder, (a) the

retiring Administrative Agent may, in its sole discretion, continue to provide the services of the Administrative Agent solely with respect to administering, collecting and delivering any payments of principal, interest, fees, premium or other

amounts in respect of the Loans and maintaining the books and records relating thereto (such Administrative Agent acting in such capacity, the “Paying Agent”), (b) the term “Administrative Agent” when used

in connection with any such functions shall be deemed to mean such retiring Administrative Agent in its capacity as the Paying Agent and (c) such retiring Administrative Agent shall, in its capacity as the Paying Agent, continue to be vested

with and enjoy all of the rights and benefits of an Administrative Agent hereunder.

10.08 Administrative Agent May File

Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation

shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or

otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C

Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the

reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent

under Sections 2.03(i) and (j) and 2.09) allowed in such judicial proceeding; and

(b) to

collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver,

receiver and manager, interim receiver, manager, monitor, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the

Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,

disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 2.09.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any

Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender

or any L/C Issuer or in any such proceeding.

10.09 Collateral and Guaranty Matters. The Lenders, the L/C Issuers and

the Designated Pari Passu Facility Providers irrevocably authorize the Collateral Agent, at its option and in its discretion,

(a) to

release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than (x) contingent

indemnification obligations not yet accrued and payable and (y)

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obligations in respect of Secured Treasury Management Agreements and Secured Hedge Agreements) and each Letter of Credit having been backstopped or Cash Collateralized, in each case, in amounts

and pursuant to documentation in form and substance satisfactory to the Administrative Agent and the relevant L/C Issuer, (ii) that is Disposed or to be Disposed of as part of or in connection with any transaction permitted hereunder or under

any other Loan Document, (iii) subject to Section 11.01, if approved, authorized or ratified in writing by the Required Lenders, (iv) that is on or with respect to Mortgaged Property which is not Material Real

Property or (v) any property of a Person who is released as a Subsidiary Guarantor pursuant to Section 10.09(b); and

(b) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or

otherwise becomes an Excluded Subsidiary as a result of a designation of a Restricted Subsidiary as an Unrestricted Subsidiary or transaction permitted hereunder or the application of clause (v) of the definition of Excluded

Subsidiary thereto or if such Subsidiary (other than a US Subsidiary, Canadian Subsidiary or Required Foreign Subsidiary) is no longer necessary to continue as a Subsidiary Guarantor in order for the Borrower to meet the Guarantor Coverage

Test.

Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral

Agent’s authority to release its interest in particular types or items of property or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09. In each case as specified in this

Section 10.09, the Collateral Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of

Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this

Section 10.09.

10.10 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none

of the Arrangers listed on the cover page hereof, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers or the Amendment No. 9 Lead Arrangers shall have any powers, duties or responsibilities under this

Agreement or any of the other Loan Documents, except in its capacity, as applicable, as an Agent, a Lender, a Swingline Lender or a L/C Issuer hereunder.

10.11 Certain ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the

date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that at least one of

the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of

Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the

Loans, the Letters of Credit, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more

PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a

class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain

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transactions determined by in-house asset managers), is applicable so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s

entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning

of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this

Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of subsections (b) through (g) of Part I of PTE

84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the

Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant

as may be agreed in writing between the Administrative Agent (in its sole discretion) and such Lender.

(b) In addition, unless either

(1) Section 10.11(a)(i) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with Section 10.11(a)(iv), such Lender further

(x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit

of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into,

participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any

Loan Document or any documents related hereto or thereto).

10.12 Parallel Debt

(a) Each Secured Party appoints the Collateral Agent to act as its agent under and in connection with this Agreement and the other Finance

Documents.

(b) Each Secured Party authorizes the Collateral Agent to exercise the rights, powers, authorities and discretions

specifically given to the Collateral Agent under or in connection with this Agreement and the other Finance Documents, together with any other incidental rights, powers, authorities and discretions.

(c) Notwithstanding any other provision of this Agreement, each Loan Party hereby irrevocably and unconditionally undertakes to pay to

the Collateral Agent, as creditor in its own right and not as representative of the other Secured Parties, sums equal to and in the currency of each amount payable by such Loan Party to Secured Parties pursuant to the Obligations (not including the

payment obligations to the Collateral Agent pursuant to this Section 10.12) as and when that amount falls due for payment under the relevant Finance Document.

(d) The Collateral Agent shall have its own independent right to demand payment of the amounts payable by each Loan Party under this

Section 10.12.

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(e) Any amount due and payable by a Loan Party to the Collateral Agent under this

Section 10.12 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under the other provisions of the Finance Documents and any amount

due and payable by a Loan Party to the other Secured Parties under those provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment in full of the corresponding amount under this

Section 10.12.

(f) The rights of the Secured Parties (other than the Collateral Agent to receive payment of

amounts payable by each Loan Party pursuant to the Obligations) are several and are separate and independent from, and without prejudice to, the rights of the Collateral Agent to receive payment under this Section 10.12.

(g) For purposes of this Section 10.12, “Finance Document” means any Loan Document and any other

agreement governing an Obligation.

10.13 Intercreditor Agreement

The Administrative Agent and the Collateral Agent are irrevocably authorized and instructed by the Lenders and other Secured Parties, to the

extent required by the terms of the Loan Documents, without any further consent of any Lender or any other Secured Party, to enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive, or otherwise modify

the Unsecured Intercreditor Agreement or any other Customary Intercreditor Agreement or Customary European Intercreditor Agreement, in each case in accordance with the terms hereof. Each Lender and other Secured Party (a) hereby agrees that it

will be bound by and will take no actions contrary to the provisions of the Unsecured Intercreditor Agreement or any other Customary Intercreditor Agreement or Customary European Intercreditor Agreement (if entered into) and (b) hereby agrees

that in connection with the entry into the Unsecured Intercreditor Agreement or any other Customary Intercreditor Agreement or Customary European Intercreditor Agreement that the Administrative Agent and the Collateral Agent may rely exclusively on

a certificate of a Responsible Officer of the Borrower as to whether the relevant Liens and/or Indebtedness are permitted and whether the Unsecured Intercreditor Agreement or any other such Customary Intercreditor Agreement or Customary European

Intercreditor Agreement or such amendment, renewal, extension, supplement, restatement, replacement, waiver, or other modification thereto is in accordance with the terms hereof.

10.14 Erroneous Payments

(a) If the Administrative Agent notifies a Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf

of a Lender, L/C Issuer or Secured Party such Lender or L/C Issuer (any such Lender, L/C Issuer, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion

(whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously

transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, L/C Issuer, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment,

prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous

Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender, L/C Issuer or Secured Party shall (or, with

respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous

Payment (or portion

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thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous

Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in

accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender, L/C Issuer or Secured Party, or any Person

who has received funds on behalf of a Lender, L/C Issuer or Secured Party such Lender or L/C Issuer, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal,

interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the

Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its

Affiliates), or (z) that such Lender, L/C Issuer or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be

presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment,

prepayment or repayment; and

(ii) such Lender, L/C Issuer or Secured Party shall (and shall cause any other

recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details

thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.14(b).

(c) Each Lender, L/C Issuer or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts

at any time owing to such Lender, L/C Issuer or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender, L/C Issuer or Secured Party from any source, against any amount due to the

Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason,

after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender or L/C Issuer that has received such Erroneous Payment (or portion thereof) (and/or from

any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to

such Lender or Issuing Lender at any time, (i) such Lender or L/C Issuer shall be deemed to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the

“Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the

Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby

(together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an electronic platform as to which the

Administrative Agent and such parties are participants) with respect

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to such Erroneous Payment Deficiency Assignment, and such Lender or L/C Issuer shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the

Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender or L/C Issuer, as

applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning L/C Issuer shall cease to be a Lender or L/C Issuer, as applicable, hereunder with respect to such Erroneous Payment Deficiency

Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender or assigning L/C Issuer and (iv) the

Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment

Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or L/C Issuer shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the

Administrative Agent shall retain all other rights, remedies and claims against such Lender or L/C Issuer (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency

Assignment will reduce the Commitments of any Lender or L/C Issuer and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative

Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated

to all the rights and interests of the applicable Lender, L/C Issuer or Secured Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by

the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower

or any other Loan Party for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment

Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative

Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements and waivers under this Section 10.14 shall survive the resignation or

replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion

thereof) under any Loan Document.

ARTICLE XI.

MISCELLANEOUS

11.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to

any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and Holdings or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or

consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02)

without the written consent of such Lender;

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(b) postpone any date scheduled for any payment of principal or interest under

Sections 2.07 or 2.08, or any date fixed in writing by the Administrative Agent for the payment of fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written

consent of each Lender directly affected thereby;

L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender

directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Borrower to pay

interest at the Default Rate;

(d) amend or modify the pro rata requirements of Section 3.07, change the provision in

Section 11.06(a)(i), change any provision of this Section 11.01 or the definitions of “Required Lenders” or “Majority Facility Lenders” or any other provision hereof specifying the number

or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(e) change the provisions of any Loan Document in a manner that by its terms materially and adversely affects the rights in respect of

payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of

each materially and adversely affected Class;

(f) release all or substantially all of the Collateral in any transaction or series of

related transactions, without the written consent of each Lender;

(g) release any Borrower or all or substantially all of the Subsidiary

Guarantors, from its or their obligations under the Loan Documents without the written consent of each Lender;

(h) impose any greater

restriction on the ability of any Lender to assign any of its rights or obligations hereunder with respect to any Facility without the written consent of the Majority Facility Lenders then in effect in respect of such Facility;

provided, for purposes of this clause, the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations shall be deemed to be held by such Lender;

(i) amend, waive or otherwise modify any of the terms and provisions (and related definitions) of Section 8.10 (even if the

effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder) or any of the terms and provisions of the proviso set forth in Section 9.01(b), without the

written consent of the Majority Facility Lenders in respect of the Revolving Credit Facility, and, notwithstanding anything else set forth in this Agreement to the contrary, any such amendment, waiver or other modification shall be effective for all

purposes of this Agreement with the written consent of only the Majority Facility Lenders in respect of the Revolving Credit Facility (or the Administrative Agent with the prior written consent thereof), on the one hand, and Holdings, on the other

hand; or

(j) modify the protections afforded to an SPC pursuant to the provisions of Section 11.06(b)(vii) without the

written consent of such SPC,

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provided, further, that (i) no amendment, waiver or consent shall, unless

in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it,

(ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent

under this Agreement or any other Loan Document, and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lenders, amend, modify or waive any provision of Section 2.18 or change any other rights or

duties of the Swingline Lenders. Notwithstanding anything to the contrary set forth herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (i) the Commitment of

such Lender may not be increased or extended without the consent of such Lender and (ii) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender

disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

Notwithstanding

anything in this Agreement or any other Loan Document to the contrary, only the consent of the Majority Facility Lenders in respect of the applicable Revolving Credit Facility shall be necessary to amend, modify or waive Sections 5.02 (with respect

to the making of Revolving Credit Loans or the issuance of Letters of Credit).

Notwithstanding anything to the contrary set forth

herein, if the Administrative Agent and the Borrowers have jointly identified any ambiguity, mistake, defect, inconsistency, obvious error, omission or any other error or omission of a technical nature, in each case, in any provision of any Loan

Document, the Borrowers and the Administrative Agent shall be permitted to effect amendments to this Agreement or any other Loan Document, as applicable, solely to address such matter and such amendment shall become effective without the consent of

any other party to this Agreement so long as, in each case, the Lenders shall have received at least ten Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within ten Business Days of the date of

such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement

and/or any other Loan Document as contemplated by Section 11.01, the consent of each Lender, each Lender or each affected Lender, as applicable, is required and the consent of the Required Lenders at

such time is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each such other Lender, a “Non-Consenting Lender”) then the Borrowers may, on notice to the

Administrative Agent and the Non-Consenting Lender, (A) replace such Non-Consenting Lender in accordance with Section 11.15 or (B) prepay the Loans and, if applicable, terminate the

commitments of such Non-Consenting Lender, in whole or in part, without premium or penalty.

11.02 Notices and Other

Communications; Facsimile Copies.

(a) Notices Generally. Except as provided in Section 11.02(b),

all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

(i) if to the Borrowers, the Agents or the L/C Issuers, to the address, telecopier number or electronic mail address specified

for such Person on Schedule 11.02; and

(ii) if to any other Lender, to the address, telecopier number or

electronic mail address specified in its Administrative Questionnaire.

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Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be

deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business

on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in Section 11.02(b) below shall be effective as provided in such Section 11.02(b).

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or

furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any L/C

Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article II by electronic communication. The

Administrative Agent or the Borrowers may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such

procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes,

(i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of

an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not

sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and

(ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt

by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,

INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.

In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender, any L/C Issuer, any Arranger, the 2020 Incremental Lead Arrangers,

the 2021 Incremental Lead Arrangers, the Amendment No. 9 Lead Arrangers or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or

the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and

non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Borrower, any Lender, any

L/C Issuer, any Arranger, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers, the Amendment No. 9 Lead Arrangers or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed

to direct or actual damages).

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(d) Change of Address, Etc. Each of the Borrowers, the Agents, Swingline

Lenders and the L/C Issuers may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices

and other communications hereunder by notice to the Borrowers, the Agents, and the L/C Issuers. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an

effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(e) Reliance by Agents, L/C Issuers and Lenders. The Agents, the L/C Issuers and the Lenders shall be entitled to rely and act upon any

notices purportedly given by or on behalf of the Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the

terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Agents, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities

resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent,

and each of the parties hereto hereby consents to such recording.

11.03 No Waiver; Cumulative Remedies. No failure by any

Lender or the Agents to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right,

remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan

Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

11.04 Expenses;

Indemnity; Damage Waiver.

(a) Costs and Expenses. The Loan Parties shall

(i) reimburse from time to time, upon presentation of a reasonably detailed statement all reasonable and documented

out-of-pocket expenses incurred by the Agents, the Arrangers, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers, the Amendment No. 9 Lead Arrangers, each Lender (including the Swingline Lenders), each L/C

Issuer and their respective Affiliates (including the fees and expenses, to one primary counsel and, if reasonably necessary, to one local counsel in each appropriate jurisdiction and one special counsel and, solely in the case of an actual or

perceived conflict of interest, one or more additional counsel for each affected group), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this

Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated);

(ii) all reasonable and documented out-of-pocket expenses incurred by any L/C Issuer in connection with the issuance,

amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and

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(iii) reimburse from time to time, upon presentation of a reasonably

detailed statement, all reasonable and documented out-of-pocket expenses incurred by the Agents, the Arrangers, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers, the Amendment No. 9 Lead Arrangers, any L/C Issuer,

any Lender (including the reasonable fees and expenses to one primary counsel and, if reasonably necessary, to one local counsel in each appropriate jurisdiction and one special counsel and, solely in the case of an actual or perceived conflict of

interest, one or more additional counsel for each affected group), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this

Section 11.04, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such

Loans or Letters of Credit.

(b) Indemnification by the Borrowers. The Borrowers shall indemnify the Agents (and any sub-agent

thereof), the Arrangers, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers, the Amendment No. 9 Lead Arrangers, each Lender (including the Swingline Lenders), each L/C Issuer, each Designated Pari Passu

Facility Provider and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and

related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party arising out of, in connection with,

or as a result of

(i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument

contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and

any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents,

(ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer

to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit),

(iii) any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or

operated by Holdings or any Restricted Subsidiary, or any other Environmental Claim or Environmental Liability related in any way to Holdings or any Restricted Subsidiary, or

(iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based

on contract, tort or any other theory, whether brought by a third party or by any Loan Party or any of such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto;

provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or

related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) other than in respect of the

Administrative Agent or Collateral Agent in its capacity as such, result from a claim brought by any Loan Party against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, in each

case of clauses (x) and (y), if such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

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indefeasibly pay any amount required under Section 11.04(a) or 11.04(b) to be paid to the Agents (or any sub-agent thereof), the Arrangers, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers,

the Amendment No. 9 Lead Arrangers, the L/C Issuers or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents (or any such sub-agent), the Arrangers, the 2020 Incremental Lead Arrangers, the 2021

Incremental Lead Arrangers, the Amendment No. 9 Lead Arrangers, the L/C Issuers or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or

indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agents (or any

such sub-agent), the Arrangers, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers, the Amendment No. 9 Lead Arrangers or the L/C Issuers in their capacity as such, or against any Related Party of any of the

foregoing acting for the Agents (or any such sub-agent), the Arrangers, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers, the Amendment No. 9 Lead Arrangers or the L/C Issuers in connection with such capacity. The

obligations of the Lenders under this Section 11.04(c) are subject to the provisions of Section 2.12(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each

party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result

of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof; provided that such waiver

of special, indirect, consequential or punitive damages shall not limit the indemnification obligations of the Borrowers under Section 11.04(b). No party hereto shall be liable for any damages arising from the use by unintended

recipients of any information or other materials distributed to such unintended recipients by such party hereto through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan

Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such party hereto as determined by a final and non-appealable judgment of a court of

competent jurisdiction.

(e) Payments. All amounts due under this Section 11.04 shall be payable not later than

20 Business Days after written demand therefor.

(f) Survival. The agreements in this Section 11.04 shall

survive the resignation of the Administrative Agent and any L/C Issuer, the replacement of any Lender, the termination of the Total Revolving Credit Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Agents or any Lender, or

the Agents or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any

settlement entered into by the Agents or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then

(a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full

force and effect as if such payment had not been made or such setoff had not occurred, and

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(b) each Lender severally agrees to pay to the Agents upon demand their applicable share of

any amount so recovered from or repaid by the Agents, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect.

11.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties

hereto and their respective successors and assigns permitted hereby, except that

(i) no Loan Party may assign or otherwise

transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, each L/C Issuer and each Lender (and any attempted assignment without such consent shall be null and void) and

(ii) no Lender may assign or otherwise transfer any of its rights or obligations hereunder, except

(A) to an assignee in accordance with the provisions of Section 11.06(b) or

Section 11.06(i),

(B) by way of participation in accordance with the provisions of

Section 11.06(d), or

restrictions of Section 11.06(f) (and any other attempted assignment or transfer shall be null and void).

Nothing in this

Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 11.06(d) and,

to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Each party to this Agreement agrees that in case of an assignment or transfer pursuant to this Section 11.06 and for

the purpose of (and to the extent possible under) any applicable law, the Liens and the guarantees granted by each Loan Party under the Loan Documents shall be preserved for the benefit of the Collateral Agent, the assignee Lender, the other Secured

Parties and all other beneficiaries thereof.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more

assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 11.06(b), participations in L/C Obligations) at

the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)

Minimum Amounts.

(A) no minimum amount need be assigned in the case of (x) an assignment

of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it under such Facility and (y) an assignment by a Lender to any other Lenders, Affiliates and Approved Funds; and

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(B) in any case not described in Section 11.06(b)(i)(A),

the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such

assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall

not be less than, in the case of any Facility, $1,000,000, in the case of any assignment under such Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, Holdings otherwise consents

(each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group with respect to any Lender and concurrent assignments from members of an

Assignee Group with respect to any Lender to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all

the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its

rights and obligations among separate Facilities on a non-pro rata basis;

(iii) Required Consents. No

consent shall be required for any assignment except to the extent required by Section 11.06(b)(i)(B) and, in addition:

(A) the consent of Holdings (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless

(1) an Event of

Default has occurred and is continuing at the time of such assignment,

(2) such assignment is to a Lender, an Affiliate

of a Lender or an Approved Fund, or

(3) such assignment is during the primary syndication of the Loans and Commitments to

Persons identified by the Administrative Agent to Holdings on or prior to the Closing Date or the primary syndication of the 2020 Incremental Term Loans and 2020 Incremental Term Loan Commitments to Persons identified by the Administrative Agent to

Holdings on or prior to the 2020 Incremental Amendment Effective Date or the primary syndication of the 2021 Incremental Term Loans and 2021 Incremental Term Loan Commitments to Persons identified by the Administrative Agent to Holdings on or prior

to the 2021 Incremental Amendment Funding Date;

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provided, that if Holdings has not given the Administrative Agent written

notice of its objection to such assignment within ten (10) Business Days after written notice to Holdings, Holdings shall be deemed to have consented to such assignment;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for assignments in respect of

(i) any Term Loan Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a

Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or

(ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) the consent of theeach L/C Issuer (and each Swingline Lender (in each case, such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment in respect of the Revolving Credit Facility.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative

Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall

pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of

simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately

prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c),

from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations

of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and

Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04,

3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the

assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such

rights and obligations in accordance with Section 11.06(d);

(v) No such assignment shall be made to

Holdings or any of its Affiliates or any Restricted Subsidiary, except as set forth in Section 11.06(i);

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(vi) Prohibited Assignees.

(A) No such assignment shall be made to a natural person (or a holding company, investment vehicle or trust for, or owned and

operated by or for the primary benefit of one or more natural persons);

(B) No assignment or participation shall be made

to any Person that was a Disqualified Institution as of the date on which the assigning Lender entered into a binding agreement to sell and assign all or a portion of its rights and obligations under this Agreement to such Person (unless Holdings

has consented to such assignment in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). For the avoidance of doubt, with

respect to any assignee that becomes a Disqualified Institution after the entry into such binding agreement (the date of such agreement, the “Trade Date”) (including as a result of the delivery of a notice

pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”), such assignee shall not retroactively be disqualified from becoming a Lender.

(C) If any assignment or participation is made to any Disqualified Institution without Holdings’ prior written consent in

violation of Section 11.06(b)(vi)(B) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrowers may, at their sole expense and effort, upon notice to the applicable Disqualified

Institution and the Administrative Agent, in accordance with and subject to the provisions of Section 11.15, require such Disqualified Institution to assign all of its interests, rights and obligations under this Agreement and the

related Loan Documents to an Eligible Assignee.

(D) Notwithstanding anything to the contrary contained in this Agreement,

Disqualified Institutions

(A) will not

(x) have the right to receive information, reports or other materials provided to Lenders by the Borrowers, the Administrative

Agent or any other Lender,

(y) attend or participate in meetings attended by the Lenders and the Administrative Agent or

the Collateral Agent or

(z) access any electronic site established for the Lenders or confidential communications from

counsel to or financial advisors of the Administrative Agent, the Collateral Agent or the Lenders and

(B) (x) for

purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent, the Collateral Agent or any Lender to undertake any action (or refrain from taking any

action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter, and

(y) for purposes of voting on any bankruptcy plan, each Disqualified Institution party hereto hereby agrees

(1) not to vote on such bankruptcy plan,

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(2) if such Disqualified Institution does vote on such bankruptcy plan

notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in

any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such bankruptcy plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in

any other Debtor Relief Laws) and

(3) not to contest any request by any party for a determination by court of competent

jurisdiction effectuating the foregoing clause (2).

(E) The Administrative Agent shall have the right, and

the Borrowers hereby expressly authorize the Administrative Agent, to (A) post the list of Disqualified Institutions and any updates thereto from time to time on the Platform, including that portion of the Platform that is designated for Public

Lenders and/or (B) provide such list to each Lender requesting the same.

(vii) SPC.

(A) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting

Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers, the option to provide to the

Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrowers pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to

make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof.

(B) The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if,

such Loan were made by such Granting Lender.

indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender).

(D) In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this

Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other Person in instituting against,

such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.

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(E) In addition, notwithstanding anything to the contrary contained in this

Section 11.06(b)(vii), any SPC may (i) with notice to, but without the prior written consent of, Holdings and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests

in any Loans to the Granting Lender or to any financial institutions (consented to by Holdings and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and

(ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement

to such SPC;

(viii) No Assignment to Defaulting Lender. No such assignment shall be made to any Defaulting

Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender; and

(ix) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall

be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof

as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of Holdings and the

Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all

payment liabilities then owed by such Defaulting Lender to the Administrative Agent, each L/C Issuer, each other Lender hereunder (and interest accrued thereon) and the Borrowers, and (y) acquire (and fund as appropriate) its full pro rata

share of all outstanding Term Loans and/or Revolving Credit Commitments, as applicable, and all participations in Letters of Credit. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender

hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance

occurs.

maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated

interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Upon its receipt of, and consent to, a duly completed Assignment and Assumption executed by

an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph

(b) above, if applicable, and the written consent of the Administrative Agent and, if required, Holdings and each L/C Issuer to such assignment and any applicable tax forms, the Administrative Agent shall (i) accept such Assignment

and Assumption and (ii) promptly record the information contained therein in the Register. No assignment shall be effective unless it has been recorded in the Register as provided in this Section 11.06(c). The entries in the

Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,

notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, any Lender (with respect to any entry relating to such Lender’s Commitment or Loans) and any L/C Issuer, at any reasonable time and from

time to time upon reasonable prior notice.

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(d) Participations.

(i) Any Lender may at any time, without the consent of, or notice to, the Borrowers, the Administrative Agent or any

other Person, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural persons) or Holdings or any of its

Affiliates or any Restricted Subsidiary) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans

(including such Lender’s participations in L/C Obligations) owing to it); provided that

(A) such

Lender’s obligations under this Agreement shall remain unchanged,

(B) such Lender shall remain solely responsible to

the other parties hereto for the performance of such obligations and

Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

(ii) Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall

retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the

consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.01(b), (c), (d), (f) or (g) that affects such Participant.

(iii) Subject to Section 11.06(e), the Borrowers agree that each Participant shall be entitled to the

benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.06(b).

(iv) To the extent permitted by law, each Participant also shall be entitled to the benefits of

Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(v) Each Lender that sells a participation shall, acting solely for this purpose as a

non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the

Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the

identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is

necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) or Proposed Section 1.163-5(b) of the United States Treasury Regulations (or any amended or successor

version).

(vi) The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall

treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

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(e) Limitations upon Participant Rights. A Participant shall not be entitled

to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the

participation to such Participant is made with Holdings’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless Holdings is

notified of the participation sold to such Participant and such Participant agrees, for the benefit of the applicable, to comply with Section 11.14(a) as though it were a Lender.

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under

this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such

Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) As used

herein, the following terms have the following meanings:

“Approved Fund” means any Fund that is

administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under

Sections 11.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making,

purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

(h)

Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping

of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in

any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(i) Notwithstanding anything to the contrary set forth herein, any Lender may assign all or any portion of its Term Loans hereunder to

Holdings or any of its Subsidiaries, but only if:

(i) (A) such assignment is made pursuant to a Dutch Auction open to all

Lenders holding Term Loans of the specified Tranche on a pro rata basis or (B) such assignment is made as an open market purchase;

(ii) no Default or Event of Default has occurred and is continuing or would result therefrom;

(iii) any such Term Loans shall be automatically and permanently cancelled immediately upon acquisition thereof by Holdings or

any of its Subsidiaries; and

(iv) Holdings and its Subsidiaries do not use the proceeds of any Revolving Credit Facility

(whether or not the Revolving Credit Facility has been increased pursuant to Section 2.14 or extended pursuant to Section 2.16) to acquire such Term Loans.

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11.07 Confidentiality. Each Agent, each Lender and each L/C Issuer agrees to

maintain the confidentiality of the Information (as defined below), except that Information may be disclosed

(a) to its Affiliates and to

its and its Affiliates’ respective partners, directors, trustees, officers, employees, agents, advisors (including accountants, legal counsel and other advisors) and representatives (it being understood that the Persons to whom such disclosure

is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential);

(b) to the

extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners);

(d) to any other party to this Agreement;

(e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this

Agreement, any suit, any other Loan Document or the enforcement of rights hereunder or thereunder;

(f) subject to an agreement containing

provisions substantially the same as those of this Section 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or

(ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the obligations of the Loan Parties;

(g) with the consent of the Borrowers;

(h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this

Section 11.07 or (ii) becomes available to each Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a non-confidential basis from a source other than the Borrowers; or

(i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to

preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender),

(j) to the extent

required by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage, to the extent such insurers or reinsurers are subject to customary confidentiality obligations of

professional practice or agree to be bound by the terms of this Section 11.06 (or confidentiality provisions at least as restrictive as those set forth in this Section 11.06);

In addition, each Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors,

similar service providers to the lending industry, and service providers to each Agent and the Lenders in connection with the administration, settlement and management of this Agreement, the other Loan Documents, the Commitments, and the Credit

Extensions. “Information” means all information received from any Loan Party or any Restricted Subsidiary relating to any Loan Party or any Restricted Subsidiary or their respective businesses, other than any

such information that is available to any Agent, any Lender or any L/C Issuer on a non-confidential basis prior to disclosure by any Loan Party or any Restricted Subsidiary, provided that, in the case of information

received from any Loan Party or any Restricted Subsidiary after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this

Section 11.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own

confidential information.

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Each Agent, each Lender and each L/C Issuer acknowledges that (a) the Information may

include material non-public information concerning a Borrower or any of its Subsidiaries, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public

information in accordance with applicable Law, including federal and state securities Laws.

The parties hereto do not anticipate any

disclosure of personal information of California residents to the Administrative Agent, the Arrangers or the Amendment No. 9 Lead Arrangers, or any collection or processing of personal information of California residents, in connection with the

transactions contemplated hereunder and the Administrative Agent’s, the Arrangers’ and the Amendment No. 9 Lead Arrangers’ services contemplated hereunder; provided however, to the extent any California personal information

subject to the California Privacy rights Act (“CPRA”) and their implementing regulations is disclosed by the Company to the Administrative Agent, the Arrangers or the Amendment No. 9 Lead Arrangers and is

covered by the California Privacy Rights Act and its implementing regulations, the Administrative Agent, the Arrangers and the Amendment No. 9 Lead Arrangers agree to process such personal information only for the limited and specified business

purposes of facilitating the execution of the transactions contemplated hereby or as otherwise provided by, and in compliance with, the CPRA.

For the avoidance of doubt, nothing herein prohibits any individual from communicating or disclosing information regarding suspected

violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority without any notification to any person.

11.08 Setoff. In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the

continuance of any Event of Default and the making of the request or the granting of the consent specified by Section 9.02 to authorize the Administrative Agent to declare the Loans due and payable pursuant to the provisions of

Section 9.02, each Lender and each of their respective Affiliates is authorized at any time and from time to time, without prior notice to any Loan Party, any such notice being waived by each Loan Party to the fullest extent

permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the

respective Loan Parties against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under

this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrowers

and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of

the Administrative Agent and each Lender and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent,

such Lender and their respective Affiliates may have.

11.09 Interest Rate Limitation. Notwithstanding anything to the

contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the

Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In

determining whether the interest contracted for, charged, or received by an

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Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium

rather than interest, (b) exclude voluntary prepayments and the effects thereof and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations

hereunder.

11.10 Counterparts

. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original,

but all of which together shall constitute one and the same instrument. To the extent permitted under applicable law, delivery by telecopier or e-mail (including “.pdf, “.tif” or

“DocuSign” format) of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document and the

requirement to confirm such delivery by manually signed originals shall not apply. The words “execution,” “signed,” “signature,” and words of like import herein shall be deemed to include electronic signatures

(including execution by means of “DocuSign” format or other similar platform or service approved by the Administrative Agent, or digital copies of a signatory’s manual signature), the electronic matching of assignment terms and

contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall have the same legal effect, validity, and enforceability as a manually executed signature or

paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act,

or any other similar state laws based on the Uniform Electronic Transactions Act.

11.11 Integration. This Agreement,

together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any

conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the

Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party,

but rather in accordance with the fair meaning thereof.

11.12 Survival of Representations and Warranties. All

representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such

representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the

Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or

unsatisfied or any Letter of Credit shall remain outstanding.

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11.13 Severability. If any provision of this Agreement or the other Loan

Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the

parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.

The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.14 Tax Forms.

(a) (i) Each Lender with respect to a Loan or Commitment extended to a US Borrower, if such Lender is not a “United States

person” within the meaning of Section 7701(a)(30) of the Code (a “Foreign Lender”) shall, to the extent it is legally able to do so, deliver to the Administrative Agent and the Borrowers, prior to receipt of any

payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or IRS Form W-8BEN-E or any successor thereto (relating to such Foreign Lender and

entitling it to an exemption from, or reduction of, withholding tax on payments to be made to such Foreign Lender by the Borrowers pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to payments to be made to such

Foreign Lender by the Borrowers pursuant to this Agreement) or such other applicable evidence satisfactory to the Borrowers and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, U.S. withholding tax

(including, in the case of a Foreign Lender claiming any exemption pursuant to Section 881(c) of the Code, a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the

Code, a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to any Borrower described in Section 881(c)(3)(C) of the Code)

(each a “Tax Compliance Certificate”).

(ii) Each Foreign Lender with respect to a Loan or

Commitment extended to a US Borrower, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loan Documents (for example, in the case of a typical

participation by such Lender), shall, to the extent that it is legally able to do so, deliver to the Administrative Agent and the Borrowers on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any

such sums paid or payable, and at such other times as may be necessary in the determination of the Administrative Agent and the Borrowers (in the reasonable exercise of their discretion), (A) two duly signed completed copies of the forms or

statements required to be provided by such Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to U.S. withholding tax, and (B) two

duly signed completed copies of IRS Form W-8IMY (or any successor thereto), together with IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, Tax Compliance Certificates and/or any other certificate or statement of exemption from each beneficial

owner required under the Code, as applicable.

(b) Each Lender with respect to a Loan or Commitment extended to a US Borrower that is a

“United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Administrative Agent two duly signed completed copies of IRS Form W-9 or otherwise establish an exemption from United States back-up

withholding tax.

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withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the

Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by

Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under

FATCA and to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 11.14(c),

“FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(d) To the extent required by any

applicable Laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. Without limiting or expanding the provisions of Section 3.01(c), each Lender shall

indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof (but only to the extent that the Loan Party has not already indemnified the Administrative Agent for any Non-Excluded Taxes pursuant to

Section 3.01 and without limiting the obligation of the Loan Party to do so) within 10 days after demand therefor, any and all taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and

disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from

amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in

circumstance that rendered the exemption from, or reduction of withholding tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.

Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this

Section 11.14(d). The agreements in this Section 11.14(d) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the

termination of the Total Revolving Credit Commitments, repayment, satisfaction or discharge of all other Obligations hereunder and the resignation of the Administrative Agent.

(e) Each Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments hereunder shall deliver to the

Borrowers, at the time or times reasonably requested by the Borrowers, such properly completed and executed documentation reasonably requested by the Borrowers as will permit such payments to be made without withholding or at a reduced rate of

withholding. Notwithstanding the foregoing, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any

material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(f) Each Lender

agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Administrative Agent and the Borrowers in writing of its

legal inability to do so.

11.15 Replacement of Lenders.

(a) Under any circumstances set forth herein providing that the Borrowers shall have the right to replace a Lender as a party to this

Agreement, the Borrowers may, upon notice to such Lender and the Administrative Agent, replace such Lender by causing such Lender to assign all of its interests, rights and obligations, with the assignment fee to be paid by the Borrowers in such

instance, pursuant to

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Section 11.06(b) to one or more other Lenders or Eligible Assignees procured by the Borrowers; provided, however, that if the Borrowers elect to

exercise such right with respect to (i) any Lender pursuant to Section 3.06(b), it shall be obligated to replace all Lenders that have made similar requests for compensation pursuant to Section 3.01 or

3.04 or (ii) any Non-Consenting Lender, the applicable assignee shall have agreed to the applicable change, waiver, discharge or termination of this Agreement and/or the other Loan Documents.

(b) The Borrowers shall

(x) pay in full all principal, interest, fees and other amounts owing to such Lender through the date of replacement

(including any amounts payable pursuant to Section 3.05 or 2.05(a)(iv), as applicable),

(y) provide appropriate assurances and indemnities (which may include letters of credit) to each L/C Issuer and each

Swingline Lender as it may reasonably require with respect to any continuing obligation to fund participation interests in any L/C Obligations and Swingline Loans then outstanding, and

(z) release such Lender from its obligations under the Loan Documents.

(c) Any Lender being replaced shall execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and

outstanding Loans and participations in L/C Obligations.

(d) Each Lender hereby grants to the Administrative Agent an irrevocable

power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Assumption necessary to effectuate any assignment of such Lender’s interests hereunder in the

circumstances contemplated by this Section 11.15.

11.16 Governing Law.

(a) THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER

LOAN DOCUMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF

A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS).

(b) EACH LOAN PARTY HEREBY, EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF

ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS

AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH PARTY HERETO IRREVOCABLY WAIVES (I) ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS,

WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED

212

THERETO AND (II) THEIR RIGHTS TO ANY OTHER JURISDICTION THAT MAY APPLY BY VIRTUE OF THEIR PRESENT OR ANY OTHER FUTURE DOMICILE OR FOR ANY OTHER REASON. EACH PARTY HERETO WAIVES PERSONAL SERVICE

OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CORPORATION SERVICE COMPANY WITH OFFICES ON THE DATE HEREOF IN NEW YORK, NEW YORK (OR SUCH OTHER AGENT TO RECEIVE SERVICE OF PROCESS IN NEW YORK, NEW YORK AS IS REASONABLY ACCEPTABLE TO THE

ADMINISTRATIVE AGENT), AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY

SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE, AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, EACH LOAN PARTY AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK ON THE TERMS AND FOR THE PURPOSES OF

THIS PROVISION SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT. EACH LOAN PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES

THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH LOAN PARTY AT ITS ADDRESS SET FORTH ON SCHEDULE 11.02, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE

ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWERS IN ANY OTHER JURISDICTION.

11.17 Binding Effect. This Agreement shall become effective when it shall have been executed by each of the parties hereto and

thereafter shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns, except that the Loan Parties shall not have the right to assign their rights hereunder or any interest herein

without the prior written consent of the Administrative Agent, the L/C Issuers and the Lenders.

11.18 Waiver of Right to Trial by

Jury. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY

OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,

EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER

LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.19 USA PATRIOT Act

Notice. The Administrative Agent (for itself and not on behalf of any Lender) and each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law on

October 26, 2001)) (the “Patriot Act”) and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address

of each Loan Party and other information that will allow the Administrative Agent or such Lender, as applicable, to identify each Loan Party in accordance with the Patriot Act and the Beneficial Ownership Regulation.

213

11.20 Waiver of Notice of Termination. Those Lenders party hereto which

are also party to the Existing Credit Agreement hereby waive any prior notice requirement under the Existing Credit Agreement with respect to the termination of commitments thereunder and the making of any prepayments thereunder.

11.21 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,

are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

11.22 Joint and Several Obligations. Each Borrower is accepting joint and several liability hereunder and under the other

Loan Documents, the Secured Hedge Agreements and the Secured Treasury Management Agreements in consideration of the financial accommodation to be provided by the Lenders, the L/C Issuers, any Agent, Arranger, the 2020 Incremental Lead Arrangers, the

2021 Incremental Lead Arrangers, the Amendment No. 9 Lead Arrangers or Lender or any Affiliate of any of the foregoing and the Hedge Banks under this Agreement, the other Loan Documents, the Secured Hedge Agreements and the Secured

Treasury Management Agreements, for the mutual benefit, directly and indirectly, of the other Borrower and in consideration of the undertakings of the other Borrower to accept joint and several liability for such Borrower. Each Borrower jointly and

severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrower with respect to the payment and performance of all of the Obligations, it being the

intention of the parties hereto that all the Obligations shall be the joint and several obligations of each of the Borrowers without preferences or distinction between them. If and to the extent that any Borrower shall fail to make any payment with

respect to any Obligation as and when due or to perform any Obligation in accordance with the terms thereof, then in each such event, the other Borrower will make such payment with respect to, or perform, such Obligation. The obligations of each

Borrower under the provisions of this Section 11.22 constitute full recourse obligations of such Borrower, enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or

enforceability of this Agreement or any other circumstances whatsoever.

Except as otherwise expressly provided herein, each Borrower

hereby waives, to the extent permitted by applicable law, notice of acceptance of its joint and several liability. Except as otherwise expressly provided herein, each Borrower hereby waives, to the extent permitted by law, notice of any Loan made

under this Agreement, notice of occurrence of any Default or Event of Default or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by any Lender under or in respect of any of the Obligations, any

requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, to the extent permitted by applicable law, any extension or

postponement of the time for the payment of any Obligation, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by any Lender at any time or times in respect of any default by the other Borrower in the

performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by any Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or

in part, at any time or times, of any security for any Obligation or the addition, substitution or release, in whole or in part, of the other Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or

delay in acting or failure to act on the part of any Lender, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with the applicable laws or regulations thereunder which

might, but for the provisions of this Section 11.22, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this Section 11.22, it being

the intention of each Borrower that, so long as any Obligation remains unsatisfied,

214

the obligations of such Borrower under this Section 11.22 shall not be discharged except by performance or payment and then only to the extent of such performance or

payment. The obligations of each Borrower under this Section 11.22 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with

respect to any Borrower or any Lender. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name,

membership, constitution or place of formation of any Borrower or any Lender.

The provisions of this Section 11.22 are

made solely for the benefit of the Administrative Agent and the other Secured Parties and their respective successors and assigns, and may be enforced by any such Person from time to time against any Borrower as often as occasion therefor may arise

and without requirement on the part of the Administrative Agent or any other Secured Party first to marshal any of its claims or to exercise any of its rights against the other Borrower or to exhaust any remedies available to it against the other

Borrower or to resort to any other source or means of obtaining payment of any Obligation or to elect any other remedy. If at any time, any payment, or any part thereof, made in respect of any Obligation, is rescinded or must otherwise be

restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 11.22 will forthwith be reinstated in

effect, as though such payment had not been made.

Notwithstanding any provision to the contrary contained herein or in any other Loan

Document, to the extent the joint and several obligations of any Borrower shall be adjudicated to be invalid or unenforceable for any reason (including because of any applicable state, provincial or federal law relating to fraudulent conveyances or

transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, state or provincial and including, without limitation, Title 11 of the United States

Code, as now constituted or hereafter amended, or any other Debtor Relief Laws), after taking into account, among other things, such Borrower’s right of contribution and indemnification from each other Loan Party under applicable law.

11.23 Judgment Currency.

(a) The obligations of the Borrowers or any Additional Borrower under the Loan Documents to make payments in Dollars or an

Alternative Currency, as the case may be (the “Obligation Currency”), shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the

Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or a Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent or

Lender under the Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such

other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the Dollar Equivalent of such amount, in each case, as of the date

immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of

the amount due, the Borrowers covenant and agree to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the

rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange

prevailing on the Judgment Currency Conversion Date. The Borrower shall indemnify

215

and save the Administrative Agent and the Lenders harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and

independent from the other obligations contained in this Agreement and the other Loan Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Administrative Agent from time

to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Loan Document or under any judgment or order.

For purposes of determining the Dollar Equivalent, such amounts shall include any premium and costs payable in connection with the purchase of

the Obligation Currency.

11.24 Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary set forth in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising

under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder

which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-in Action on

any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such

Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect

to any such liability under this Agreement or any other Loan Document; or

(iii) (iii) the variation of the terms of such

liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

11.25

Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Secured Hedge Agreements or any other agreement or instrument that is a QFC (such support,

“QFC Credit Support” and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the

Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such

Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any

other state of the United States):

(a) In the event a Covered Entity that is party to a Supported QFC (each, a

“Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such

Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be

216

effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the

United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might

otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime

if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a

Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)

As used in this Section 11.25, the following terms have the following meanings:

(i) “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.

(ii) “Covered Entity” means any of the following:

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

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

47.3(b); or

§ 382.2(b).

(iii) “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.

(iv) “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).

11.26 Canadian AML

Legislation.

(a) Each Canadian Loan Party acknowledges that, pursuant to the Proceeds of Crime (Money Laundering) and

Terrorist Financing Act (Canada) and other applicable anti-money laundering, anti-terrorist financing, government sanction and “know your client” Laws, whether within Canada or elsewhere

(collectively, including any guidelines or orders thereunder, “AML Legislation”), the Lenders and the Administrative Agent may be required to obtain, verify and record information regarding the Borrowers,

their directors, authorized signing officers, direct or indirect shareholders or other Persons in control of such Borrower, and the transactions contemplated hereby. Each Canadian Loan Party shall promptly provide all such information, including

supporting documentation and other evidence, as may be reasonably requested by any Lender or the Administrative Agent, or any prospective assign or participant of a Lender or the Administrative Agent, in order to comply with any applicable AML

Legislation, whether now or hereafter in existence.

217

(b) If the Administrative Agent has ascertained the identity of a Canadian Loan Party or any

authorized signatories of such Canadian Loan Party for the purposes of applicable AML Legislation, then the Administrative Agent:

(i) shall be deemed to have done so as an agent for each Lender, and this Agreement shall constitute a “written

agreement” in such regard between each Lender and the Administrative Agent within the meaning of applicable AML Legislation; and

(ii) shall provide to each Lender copies of all information obtained in such regard without any representation or warranty as

to its accuracy or completeness.

Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the Lenders agrees that

the Administrative Agent has no obligation to ascertain the identity of a Canadian Loan Party or any authorized signatories of such Canadian Loan Party on behalf of any Lender, or to confirm the completeness or accuracy of any information it obtains

from such Canadian Loan Party or any such authorized signatory in doing so.

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EX-99.1

Filename: d69397dex991.htm · Sequence: 4

EX-99.1

Exhibit 99.1

NEWS RELEASE

APi Group

Announces Closing of Previously Announced Financing Transactions

2026-05-15

NEW BRIGHTON, Minn.—(BUSINESS WIRE)— APi Group Corporation (NYSE: APG) (“APi” or the “Company”) today announced the closing

of two previously announced financing transactions: a private offering of $500 million in aggregate principal amount of 5.75% senior notes due 2034, and an amendment to the Company’s existing credit agreement (the

“Amendment”), which extends the maturity of the Company’s Term Loan B facility to 2033 and upsizes and extends the Company’s revolving credit facility to $1.0 billion, maturing in 2031.

The Notes were offered in a private offering solely to parties reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the

Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act. This release does not constitute an offer to sell or the

solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction.

About APi:

APi is a

global, market-leading business services provider of fire and life safety, security, elevator and escalator, and specialty services with a substantial recurring revenue base and over 500 locations worldwide. APi provides statutorily mandated and

other contracted services to a strong base of long-standing customers across industries. APi has a winning leadership culture driven by entrepreneurial business leaders delivering innovative solutions for customers. More information can be found at

www.apigroupinc.com.

Investor Relations and Media Inquiries:

Adam Walters

Senior Director of Investor Relations

Tel: +1 920-419-5432

Email: investorrelations@apigroupinc.us

Source: APi Group

Corporation

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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