APi (APG) 8-KAPi Group Announces Successful Completion of Debt Refinancing

Exhibit 10.1

Execution Version

AMENDMENT NO. 6 TO CREDIT AGREEMENT

This AMENDMENT NO. 6 TO CREDIT AGREEMENT, dated as of May 10, 2024 (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 2021 Incremental Term Loan New Lender (as defined below) party hereto and the 2021 Incremental Term Loan Cashless 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 December 16, 2021, Amendment No. 3 to Credit Agreement, dated May 19, 2023, Amendment No. 4 to Credit Agreement, dated October 11, 2023 and Amendment No. 5 to Credit Agreement, dated February 28, 2024, the “Existing Credit Agreement” and the Existing Credit Agreement as amended hereby, the “Amended Credit Agreement”).

B. Pursuant to Section 2.14 and Section 2.05(a) of the Existing Credit Agreement, the Borrower has requested to incur a tranche of “Refinancing Incremental Term Loans” and “Incremental Term Loans” (together, the “Repriced 2021 Incremental Term Loans”) in an aggregate amount not less than $2,257,391,086.86 to, among other things (i) refinance all 2021 Incremental Term Loans under the Existing Credit Agreement as of immediately prior to the Funding Date (as defined below) (the “Existing 2021 Incremental Term Loans”), (ii) refinance all of the Initial Term Loans under the Existing Credit Agreement as of immediately prior to the Funding Date (the “Existing Initial Term Loans”), (iii) repay all or part of the Revolving Credit Loans under the Existing Credit Agreement as of immediately prior to the Funding Date, and (iii) for general corporate purposes. The effective extension of the maturity of the portion of the Existing Initial Term Loans that are refinanced with Repriced 2021 Incremental Term Loans shall be referred to herein as the “Tenor Extension” and the maturity of such Loans prior to the Tenor Extension, the “Existing Maturity”.

C. The Borrower has requested that each of (i) Bank of America, N.A., (in such capacity, the “2021 Incremental Term Loan New Lender”), (ii) the Lenders holding Existing 2021 Incremental Term Loans that have selected the “Cashless Settlement Option” on a continuing lender election substantially in the form of Exhibit B hereto (a “2021 Incremental Term Loan Continuing Election”), which 2021 Incremental Term Loan Continuing Election has been executed and delivered to the Administrative Agent prior to the 5:00 p.m., New York City time, on Friday, May 3, 2024 (the “Consent Deadline”) (each such Lender choosing the “Cashless Settlement Option” on a 2021 Incremental Term Loan Continuing Election, an “Existing 2021 Incremental Term Loan Cashless Lender”) and (iii) the Lenders holding Existing Initial Term Loans that have selected the “Extending Cashless Settlement Option” on a continuing lender election substantially in the form of Exhibit A hereto (an “Initial Term Loan Continuing Election” and, collectively with any 2021 Incremental Term Loan Continuing Election, each a “Continuing Lender Election”), which Initial Term Loan Continuing Election has been executed and delivered to the Administrative Agent prior to the Consent Deadline (each such Lender choosing the “Extending Cashless Settlement Option” on an Initial Term Loan Continuing Election, an “Extending 2021 Incremental Term Loan Cashless Lender” and together with any Existing 2021 Incremental Term Loan Cashless Lender, each a “2021 Incremental Term Loan Cashless Lender”), make, and each such Lender has agreed to provide, Repriced 2021 Incremental Term Loans.

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. Repriced Term Loans.

(a) Cashless Term Loans. Subject to the terms and conditions hereof and Section 2.14 of the Existing Credit Agreement, (i) each Extending 2021 Incremental Term Loan Cashless Lender hereby agrees to make Repriced 2021 Incremental Term Loans in an aggregate principal amount equal to such Lender’s Existing Initial Term Loans (or such lesser amount corresponding to the amount of Repriced 2021 Incremental Term Loans as may be allocated to such Extending 2021 Incremental Term Loan Cashless Lender by the Administrative Agent, if any) the proceeds of which shall be applied to the repayment of such Existing Initial Term Loans and (ii) each Existing 2021 Incremental Term Loan Cashless Lender hereby agrees to make Repriced 2021 Incremental Term Loans in an aggregate principal amount equal to such Lender’s Existing 2021 Incremental Term Loans (or such lesser amount corresponding to the amount of Repriced 2021 Incremental Term Loans as may be allocated to such 2021 Incremental Term Loan Cashless Lender by the Administrative Agent, if any) the proceeds of which shall be applied to the repayment of such Existing 2021 Incremental Term Loans, in each case, on the Funding Date and approves the Repricing and Extension Amendments (as defined below). Each 2021 Incremental Term Loan Cashless 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.

(b) New Term Loans. Subject to the terms and conditions hereof and Section 2.14 of the Existing Credit Agreement, the 2021 Incremental Term Loan New Lender agrees to make, in a single draw on the Funding Date, Repriced 2021 Incremental Term Loans, in each case, in Dollars to the Borrower in the aggregate principal amount set forth on Schedule I hereto and approves the Repricing and Extension Amendments.

(c) Same Terms. The Repriced 2021 Incremental Term Loans shall have the same terms as the Existing 2021 Incremental Term Loans, in each case, other than as set forth in Section 2 hereof (the “Repricing and Extension Amendments”).

(d) Use of Proceeds. The cash proceeds of the Repriced 2021 Incremental Term Loans made by the 2021 Incremental Term Loan New Lender shall be applied toward (i) repayment of the aggregate outstanding principal amount of the Existing 2021 Incremental Term Loans that are not exchanged for Repriced 2021 Incremental Term Loans, (ii) repayment of the aggregate outstanding principal amount of the Existing Initial Term Loans that are not exchanged for Repriced 2021 Incremental Term Loans, (iii) repayment of all or part of the aggregate outstanding principal amount of the Revolving Credit Loans, and (iv) general corporate purposes. Upon the Funding Date after giving effect to this Amendment, all Existing Initial Term Loans and Existing 2021 Incremental Term Loans shall be repaid in full (in cash or by exchange) and shall no longer be outstanding.

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(e) Credit Agreement Governs. Effective as of the Funding Date, the Repriced 2021 Incremental Term Loans shall be “2021 Incremental Term Loans” under and as defined in the Loan Documents.

(f) 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 Funding Date specifying the amount of the Repriced 2021 Incremental Term Loans to be borrowed on the Funding Date. Upon receipt of such notice, the Administrative Agent shall promptly notify the 2021 Incremental Term Loan New Lender and the 2021 Incremental Term Loan Cashless Lenders thereof. The 2021 Incremental Term Loan New Lender will make the amount of the Repriced 2021 Incremental 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 Funding 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.

(g) Repayment of Principal. The principal amount of the Repriced 2021 Incremental Term Loans shall be payable as set forth in Section 2.07(a) of the Amended Credit Agreement.

(h) Interest. For the avoidance of doubt, all interest accrued on the Existing Initial Term Loans and the Existing 2021 Incremental Term Loans prior to the Funding Date shall be paid on the Funding Date (provided that, for the avoidance of doubt, interest shall not accrue on the Funding Date on the Existing Initial Term Loans or the Existing 2021 Incremental Term Loans). Interest will accrue on the Repriced 2021 Incremental Term Loans from and after the Funding Date as provided in the Amended Credit Agreement. The initial Interest Period applicable to the Repriced 2021 Incremental Term Loans that are Term SOFR Loans shall be the period identified by the Borrower in the borrowing notice relating to the Repriced 2021 Incremental Term Loans referenced in Section 1(f) of this Amendment.

(i) Waiver of Breakage. Each Lender party hereto waives the right to the payment of any amounts pursuant to Section 3.05 of the Existing Credit Agreement with respect to any Existing Initial Term Loans and the Existing 2021 Incremental Term Loans with respect to such Loans that are repaid on the Funding Date.

SECTION 2. Amendment of the Existing Credit Agreement as of the Funding Date. Immediately after giving effect to the incurrence of the Repriced 2021 Incremental Term Loans, the Borrower, the other Loan Parties, the Lenders party hereto and the Administrative Agent hereby agree that effective as of the Funding 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 C hereto (i) by deleting each term thereof which is reflected in red strike-through font (by way of an example) and (ii) by inserting each term thereof which is reflected in blue double underlined font (by way of an example), in each case in the place where such term appears therein, such that, on the Funding 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.

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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 Funding Date that:

(a) The execution, delivery and performance by each Loan Party party hereto of this Amendment 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 other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

(c) (i) Immediately before and after the Funding Date, no Default or Event of Default has occurred 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 Funding 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 Funding Date pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment: (i) impairs (or will impair as of the Funding 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 Funding 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 Funding 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 Repricing and Extension Amendments shall each become effective on the date (the “Funding Date”) on which each of the following conditions is satisfied or waived:

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(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) the 2021 Incremental Term Loan New Lender, a counterpart of this Amendment signed on behalf of such party and (iii) each of the 2021 Incremental Term Loan Cashless 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 Funding 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 on October 1, 2019, October 22, 2020, May 4, 2021, January 3, 2022, April 1, 2022, March 23, 2023, October 11, 2023, December 22, 2023, January 24, 2024, February 28, 2024 (or, with respect to each Loan Party party hereto joined on any other date, the date that such organizational documents previously delivered to the Administrative Agent on the date of the relevant joinders), and that such organizational documents remain in full force and effect as of the Funding 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 Funding Date after the Borrower’s exercise of commercially reasonable efforts to do so, the foregoing may be provided within thirty (30) days after the Funding Date (or such longer period as agreed by the Administrative Agent in its reasonable discretion).

(c) Substantially concurrently with the Funding Date, the Borrower shall have paid (i) to the 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 Funding 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.

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(d) To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received the executed legal opinions of (i) Kane Kessler P.C., counsel to the 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 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 Funding Date after the Borrower’s exercise of commercially reasonable efforts to do so, the foregoing may be provided within thirty (30) days after the Funding 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 Business Days in advance of the Funding Date, a Term Loan Note, payable to the order of such Lender, duly executed by the Borrower.

(f) To the extent requested at least ten Business Days prior to the Funding 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 Business Days prior to the Funding Date.

(g) The Administrative Agent shall have received a Request for Credit Extension as set forth in Section 1(f) of this Amendment.

(h) 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 Repriced 2021 Incremental Term Loans and the Repricing and Extension Amendments and the other transactions contemplated hereby, Holdings and its Subsidiaries, taken as a whole, are Solvent (as defined in the Amended Credit Agreement).

(i) 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 materials respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Funding 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 Funding Date (and after giving effect thereto) no Default or Event of Default shall exist.

(j) Substantially concurrently with the Funding Date, the Borrower shall pay all accrued but unpaid interest on the Existing Initial Term Loans, the Existing 2021 Incremental Term Loans and the Revolving Credit Loans.

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 to this Amendment or a Continuing Lender Election, 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 Funding Date, the Administrative Agent receives written notice from such Lender specifying such Lender’s objections.

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SECTION 5. Post-Closing Security. Within thirty (30) days after the Funding Date (or such longer period as agreed by the Administrative Agent in its reasonable discretion), subject to Section 12 hereof, 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 Funding 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” or “.tif”) 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 and the transactions contemplated hereby (including without limitation, amendments, waivers and consents) shall be deemed to include electronic signatures, 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 Funding 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 Funding 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.

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(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.

(c) Except as expressly set forth 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 Funding 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).

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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 Repriced 2021 Incremental Term Loans shall, upon the funding thereof pursuant to Section 1 hereof, 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.

(c) Each of the Reaffirming Parties hereby confirms that the Agent is authorized to prepare 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.

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 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 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 for any Works Council Loan Party, such Works Council Loan Party shall not guarantee or secure pursuant to the Loans Documents the Tenor Extension 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.

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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.

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 Repriced 2021 Incremental Term 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 BofA Securities, Inc., Citigroup Global Markets Inc., Barclays Bank PLC, Jefferies Finance LLC, JPMorgan Chase Bank, N.A., RBC Capital Markets¹, UBS Securities LLC and U.S. Bank National Association (the “Lead Arrangers”) (a) are hereby appointed as joint lead arrangers and joint bookrunners for the Repriced 2021 Incremental Term 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]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

[Signature Page to Amendment No. 6]

[Signature Page to Amendment No. 6]

[Signature Page to Amendment No. 6]

[Signature Page to Amendment No. 6]

[Signature Page to Amendment No. 6]

[Signature Page to Amendment No. 6]

[Signature Page to Amendment No. 6]

[Signature Page to Amendment No. 6]

[Signature Page to Amendment No. 6]

[Signature Page to Amendment No. 6]

[Signature Page to Amendment No. 6]

[Signature Page to Amendment No. 6]

[Signature Page to Amendment No. 6]

[Signature Page to Amendment No. 6]

[Signature Page to Amendment Agreement]

[Signature Page to Amendment No. 6]

SCHEDULE I

REPRICED 2021 INCREMENTAL TERM LOANS COMMITMENTS

EXHIBIT A

Continuing Lender Election

Continuing Lender Election Form (this “Continuing Lender Election”)

Reference is made to (i) Amendment No. 6 to Credit Agreement (“Amendment”) and the (ii) 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 December 16, 2021, Amendment No. 3 to Credit Agreement, dated May 19, 2023, Amendment No. 4 to Credit Agreement, dated October 11, 2023 and Amendment No. 5 to Credit Agreement, dated February 28, 2024, the “Credit Agreement”). Capitalized terms used in this Continuing Lender Election but not defined in this Continuing Lender Election have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment) or the Amendment, as applicable.

Existing Initial Term Loans Lenders.

The undersigned Lender consents to 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.

The undersigned Lender hereby irrevocably and unconditionally elects as follows:

Extending Cashless Settlement Option

IN WITNESS WHEREOF, the undersigned has caused this Continuing Lender Election to be executed and delivered by a duly authorized officer.

EXHIBIT B

Continuing Lender Election

Continuing Lender Election Form (this “Continuing Lender Election”)

Reference is made to (i) Amendment No. 6 to Credit Agreement (“Amendment”) and the (ii) 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 December 16, 2021, Amendment No. 3 to Credit Agreement, dated May 19, 2023, Amendment No. 4 to Credit Agreement, dated October 11, 2023 and Amendment No. 5 to Credit Agreement, dated February 28, 2024, the “Credit Agreement”). Capitalized terms used in this Continuing Lender Election but not defined in this Continuing Lender Election have the meanings assigned to such terms in the Credit Agreement (as amended by the Amendment) or the Amendment, as applicable.

Existing 2021 Incremental Term Loans Lenders.

The undersigned Lender consents to 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.

The undersigned Lender hereby irrevocably and unconditionally elects as follows:

Cashless Settlement Option

IN WITNESS WHEREOF, the undersigned has caused this Continuing Lender Election to be executed and delivered by a duly authorized officer.

EXHIBIT C

Amended Credit Agreement

[see attached]

Final Version

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, and

as amended as of October 11, 2023,

as amended as of February 28, 2024, and

as amended as of May 10, 2024

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

i

ii

iii

iv

SCHEDULES

v

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;

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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 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.

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“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.

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“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.

“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.

“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 (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; 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 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.

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“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, Canadian Dollars,Euros and Pounds Sterling and (y) with respect to a New Term Loan Facility, Euros and Pounds Sterling.

“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.

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“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, 2.502.00% per annum and (B) a Base Rate Loan, 1.501.00% per annum,; provided that during any period when (x) the corporate family rating for Holdings as determined by Moody’s is Ba1 or higher or (y) the corporate rating for Holdings as determined by S&P is BB+ or higher, the Applicable Rate with respect to any 2021 Incremental Term Loan shall be (A) 1.75% per annum in the case of a Term SOFR Loan and (B) 0.75% per annum in the case of a Base Rate Loan,

(b) with respect to any Revolving Credit Loan that is (i) a Term SOFR Loan or a Eurocurrency Rate Loan or an RFR Loan, 2.25% per annum and (ii) a Base Rate Loan, 1.25% per annum,

(c) with respect to the Letter of Credit Fees, 2.25% per annum and

(d) with respect to the Commitment Fees,

(i) until delivery of a Compliance Certificate for the first full fiscal quarter ending after the Closing Date, 0.50% 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 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

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(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 $5,000,000 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.

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“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) $50,000,000 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

(c) Net Cash Proceeds of Indebtedness and Disqualified Stock of Holdings, in 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

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(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.

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“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 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.

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“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 or a Revolving Credit 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;

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(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.

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“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;

(c) commercial paper issued by any Person organized under the laws of any state of 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:

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(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.

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“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),

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(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,

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(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,

(C) projected amounts (and not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this 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

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(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,

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(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

(c) any consolidated interest income of such Persons for such period, in each case as 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.

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“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

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(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.

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“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

(c) 2.0% per annum;

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

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(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 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) within two Business Days of the date when due,

(b) has notified Holdings, the Administrative Agent 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),

(c) has 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.

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“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

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(c) any Affiliate of any Person referred to in clause (a) or (b) above that is identified by Holdings in 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

(c) any class of Equity Interests in such person that by its terms 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.

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“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.

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“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,

(c) exposure to 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);

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(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.

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“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

(c) as to any Eurocurrency Rate Loan denominated in an Alternative Currency other than Euros or Pounds Sterling,

(i) (iii) 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 (or in the case of Canadian Dollars, the Canadian Dollar Offered Rate) (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) (or in the case of Canadian Dollars, 10:00 a.m. (Toronto, Ontario time)), two Business Days prior to the commencement of such Interest Period, or

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(ii) (iv) 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) (or in the case of Canadian Dollars, 10:00 a.m. (Toronto, Ontario 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,

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(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.

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“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.

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“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).

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“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,

(c) the Initial Revolving Credit Facility and

(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.

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“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).

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“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,

(c) all outstanding Letters of Credit shall have been (i) terminated, (ii) fully irrevocably 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,

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(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.

“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.

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“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);

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(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;

(c) all obligations of such Person to pay the deferred purchase price 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 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,

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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 2.01 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 2021 Incremental Amendment Effective Date is $500,000,000.

“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.

“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 earliest of

(i) the fifth anniversary of the 2021 Incremental Amendment Funding Date,

(ii) the date that is 91 days prior to the Initial Term Loan Maturity Date if any portion of the Initial Term Loan is outstanding on such date, and

(iii) 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.

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“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, 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

(c) as to any RFR Loan, the last 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 (other than with respect to Canadian Dollars)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

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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, whether by means of

(a) the purchase or other acquisition of capital stock or other securities of another Person,

(b) 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, 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).

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“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 2021 Incremental Lead Arrangers that has a Letter of Credit Commitment as set forth on Exhibit C to the 2021 Incremental Amendment and any other Revolving Credit Lender (including the 2021 Revolving Credit 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.

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“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 2021 Revolving Credit 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 $250,000,000 and (y) for any L/C Issuer, individually, the amount set forth on Exhibit C to the 2021 Incremental Amendment 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.

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“Loan” means an extension of credit by a Lender to any Borrower under Article II in the form of a Term Loan or a Revolving Credit 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.

“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 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.

“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

(c) a material adverse effect upon the 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

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(b) together with any improvements thereon, individually has a fair market value of at least $10,000,000 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

(c) the issuance, renewal or extension of Letters of Credit).

“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.

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“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

(C) income taxes reasonably estimated to be 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 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 a Permitted Investment or Permitted Acquisition) within (1) 15 months of receipt of such proceeds or (2) if the Borrowers enter into a legally binding commitment to reinvest such proceeds within 15 months following receipt thereof, within the earlier of 6 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

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(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 and the 2021 Incremental 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 and the 2021 Incremental 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 and the 2021 Incremental 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 and the 2021 Incremental 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

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(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 and/or the Revolving Credit Notes, 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

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(c) with respect to any partnership, joint venture, trust or other form of business entity, 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 and

(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.

“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;

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(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);

(c) unless (x) the Borrower shall be in compliance with the covenant 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 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) $125,000,000 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

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(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”,

(c) such Indebtedness is not at any time guaranteed by any Restricted Subsidiary that is not a Loan Party and

(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 or

(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);

(c) a transaction consisting of the acquisition (which may, without limitation, occur 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,

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(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,

(C) unless (x) the Borrower shall be in compliance with the covenant 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

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(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) $75,000,000 and (y) 23% 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;

(c) deposits with, or time deposits with, including certificates of deposits issued by,

(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);

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(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) $75,000,000 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 $50 million and 15% 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 $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.

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.

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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;

(c) pledges or deposits to secure obligations under workmen’s compensation, employment 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;

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(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;

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(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,

(c) if such Refinanced Indebtedness or any 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.

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“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).

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“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 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.

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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 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”.

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“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 2021 Incremental 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

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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 2021 Incremental Term Loans, including as may be effected through any amendment to this Agreement relating to the “effective” interest rate of such 2021 Incremental 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 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.

“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.

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“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

(c) any prepayment, redemption, purchase, defeasance or other satisfaction prior to the 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 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.

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“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, orthe 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 Her 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.

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“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, 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

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(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,

(c) such 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.

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“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,

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(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).

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“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 and any 2021 Incremental 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 and any 2021 Incremental 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 and any 2021 Incremental 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 and any 2021 Incremental Term Loan 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 and the 2021 Incremental 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

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(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 Adjustment” means, for any calculation with respect to a Base Rate Loan or a Term SOFR Loan, (x) in the case of any 2021 Incremental Term Loan, 0.0% and (y) otherwise a percentage per annum as set forth below for the applicable Type of such Loan and (if applicable) Interest Period therefor:

Base Rate Loans:

0.11448%

Term SOFR Loans:

“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 $75,000,000.

“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.

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“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 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 2021 Incremental Amendment Funding Date is $500,000,000.

“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.

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“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

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(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),

(C) any 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.

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“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).

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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.

(c) In the computation of periods of 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.

(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.

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(c) In connection with the anticipated J2 Domestication Merger, it is anticipated that the historical financial 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

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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.

(c) The Administrative Agent (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 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

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(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;

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(b) a bankruptcy, winding-up, administration or dissolution includes a Dutch entity being:

(i) declared bankrupt (failliet verklaard);

(ii) dissolved (ontbonden);

(c) a moratorium includes surseance van betaling and granted a moratorium includes 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;

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(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.

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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.

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.