MCKESSON CORP

EX-10.1 · mck_ex101termloanagreement.htm

EX-10.1
 2
 mck_ex101termloanagreement.htm
 EX-10.1

 Execution Version
 Exhibit 10.1

 AMENDMENT NO. 1 TO CREDIT AGREEMENT
 AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 9, 2026 (this “ Amendment ”), among McKesson Medical-Surgical Top Holdings Inc., a Florida corporation (the “ Borrower ”), the Subsidiary Guarantors party hereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”) and the undersigned Amendment No. 1 Term B Lenders (as defined below). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).
 WHEREAS, the Borrower, the Lenders party thereto, the Issuing Banks, the Swing Line Lender, the Administrative Agent and the Collateral Agent are party to the Credit Agreement, dated as of April 1, 2026 (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the “ Credit Agreement ”);
 WHEREAS, the Borrower has requested that certain financial institutions signatory hereto (the “ Amendment No. 1 Term B Lenders ”) provide, in accordance with Section 2.14 of the Credit Agreement, Incremental Term Commitments (the “ Amendment No. 1 Term B Commitments ”) hereunder, and make Incremental Term Loans in an aggregate principal amount equal to $2,250,000,000.00 (the “ Amendment No. 1 Term B Loans ”) on the Amendment No. 1 Effective Date (as defined below);
 WHEREAS, the proceeds of the Amendment No. 1 Term B Loans will be used by the Borrower, directly or indirectly, (a) to pay fees, costs and expenses related to the transactions contemplated by this Amendment and (b) to fund the Transactions;
 WHEREAS, the Amendment No. 1 Term B Lenders are prepared to provide such Amendment No. 1 Term B Commitments, and to make the Amendment No. 1 Term B Loans pursuant thereto, in the amount set forth on Schedule 1 hereto (it being understood that this Amendment constitutes an Incremental Loan Request), in each case subject to the other terms and conditions set forth herein;
 WHEREAS, the Borrower, the Amendment No. 1 Term B Lenders and the Administrative Agent are entering into this Amendment in order to evidence such Amendment No. 1 Term B Commitments and such Amendment No. 1 Term B Loans in accordance with Section 1 hereof;
 WHEREAS, in furtherance of the foregoing, the Borrower, the undersigned Amendment No. 1 Term B Lenders and the Administrative Agent have agreed to amend the Credit Agreement to effect the incurrence of Amendment No. 1 Term B Loans as hereinafter set forth; and
 NOW, THEREFORE, in consideration of the premises 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. Amendment .
 (a) The Credit Agreement shall be, effective as of the Amendment No. 1 Effective Date (as defined below), amended to delete the stricken text (indicated in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated

 in the same manner as the following example: double-underlined text ) as set forth on Exhibit A hereto (the “ Credit Agreement Amendments ”; the Credit Agreement as amended by the Credit Agreement Amendments, the “ Amended Credit Agreement ”).
 (b) Exhibit C to the Credit Agreement shall be, effective as of the Amendment No. 1 Effective Date, amended and restated as set forth on Exhibit B hereto.
 Section 2. Amendment No. 1 Term B Loans .
 In accordance with Section 2.14 of the Credit Agreement and subject to the satisfaction of the conditions set forth in Section 4 hereof, on and as of the Amendment No. 1 Effective Date:
 (a) Each Amendment No. 1 Term B Lender party hereto hereby agrees that such Amendment No. 1 Term B Lender: (i) shall have, as contemplated by this Amendment and the Amended Credit Agreement, an Amendment No. 1 Term B Commitment in an amount equal to the amount set forth opposite such Amendment No. 1 Term B Lender’s name under the heading “Amendment No. 1 Term B Commitments” on Schedule 1 hereto, and (ii) upon the funding by such Amendment No. 1 Term B Lender of Amendment No. 1 Term B Loans on the Amendment No. 1 Effective Date, shall be deemed to be, and shall become, a “Term Lender”, a “Lender” and, as applicable, an “Additional Lender” for all purposes of, and subject to all the obligations of a “Term Lender”, a “Lender” and, as applicable, an “Additional Lender” under, the Amended Credit Agreement and the other Loan Documents.
 (b) The Borrower and the Administrative Agent hereby agree that from and after the Amendment No. 1 Effective Date, each Amendment No. 1 Term B Lender shall be deemed to be, and shall become, a “Term Lender”, a “Lender” and, as applicable, an “Additional Lender” for all purposes of, and with all the rights and remedies of a “Term Lender”, a “Lender” and, as applicable, an “Additional Lender” under, the Amended Credit Agreement and the other Loan Documents.
 (c) Each Amendment No. 1 Term B Lender party hereto hereby agrees that such Amendment No. 1 Term B Lender shall make Amendment No. 1 Term B Loans to the Borrower on the Amendment No. 1 Effective Date in a principal amount equal to such Amendment No. 1 Term B Lender’s Amendment No. 1 Term B Commitment.
 (d) The Amendment No. 1 Term B Lenders, the Administrative Agent and the Borrower agree that this Amendment shall constitute an Incremental Amendment pursuant to and in accordance with Section 2.14 of the Credit Agreement.
 (e) The Borrower hereby designates that the entire amount of the Amendment No. 1 Term B Loan is being incurred in reliance on Section 2.14(4)(c)(C) of the Credit Agreement.
 (f) The Amendment No. 1 Term B Loans will constitute a new Class of Term Loans that is separate from the Closing Date Term A-1 Loans and Closing Date Term A-2 Loans and ranking pari passu in right of payment and security with the Closing Date Term Loans for all purposes under the Credit Agreement and each other Loan Document. Upon execution and delivery of this Amendment on the Amendment No. 1 Effective Date, the Administrative Agent will record the Amendment No. 1 Term B Loans as being a new Class of Term Loans ranking pari passu in right of payment and security with the Closing Date Term Loans.
 Section 3. Representations and Warranties .
 (a)    The Borrower represents and warrants to the Amendment No. 1 Term B Lenders as of the Amendment No. 1 Effective Date that this Amendment has been duly executed and delivered by each Loan Party that is a party hereto and constitutes a legal, valid and binding obligation of such Loan
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 Party, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing;
 (b)    The Borrower represents and warrants to the Amendment No. 1 Term B Lenders as of the Amendment No. 1 Effective Date that:
 (i)    the representations and warranties of the Borrower and each other Loan Party contained herein and under the other Loan Documents are true and correct in all material respects as of the date of this Amendment; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language are true and correct (after giving effect to any qualification therein) in all respects on such respective dates; and
 (ii)    no Default or Event of Default shall exist after giving effect to the incurrence of the Amendment No. 1 Term B Commitments on the Amendment No. 1 Effective Date.
 Section 4. Conditions to Effectiveness .
 This Amendment shall become effective on the date (the “ Amendment No. 1 Effective Date ”) on which each of the following conditions shall have been satisfied (or waived) in accordance with the terms thereof:
 (a) The Administrative Agent shall have received the following, each in form and substance reasonably satisfactory to the Administrative Agent and which may be copies in “.pdf” format:
 (1) a Committed Loan Notice no later than 1:00 p.m., New York time, one (1) Business Day prior to the Amendment No. 1 Effective Date;
 (2) executed counterparts of this Amendment from each of the Loan Parties and the Amendment No. 1 Term B Lender;
 (3) with respect to the Loan Parties, (a) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), (b) customary certificates of resolutions or other action (or certification from each Loan Party that the previously delivered resolutions or other action authorized the execution, delivery and performance of this Amendment and any other document delivered in connection herewith), (c) incumbency certificates evidencing the identity, authority and capacity of each Responsible Officer of the Loan Parties authorized to act as a Responsible Officer in connection with this Amendment (or certification from the Loan Parties that there have been no changes to the previously delivered incumbency certificates) and (d) customary certificates of Responsible Officers of each Loan Party certifying true and correct copies of its Organizational Documents attached thereto (or certification from each Loan Party that there have been no changes to the previously delivered Organizational Documents) and;
 (4) a customary legal opinion from (x) Simpson Thacher & Bartlett LLP, New York counsel to the Loan Parties, and (y) Gordon Rees Scully Mansukhani, LLP, Florida, Virginia and Minnesota counsel to the Loan Parties, in each case, addressed to the Administrative Agent and the Amendment No. 1 Term B Lenders;
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 (5) a solvency certificate in substantially the form of Exhibit I to the Credit Agreement from a Financial Officer of the Borrower dated as of the Amendment No. 1 Effective Date; and
 (6) a certificate of a Responsible Officer certifying that the conditions set forth in clauses (c) and (d) below have been satisfied.
 (b) All fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 1 Effective Date (except as otherwise reasonably agreed by the Borrower)) required to be paid on the Amendment No. 1 Effective Date shall have been paid, or shall be paid substantially concurrently with the Borrowing on the Amendment No. 1 Effective Date.
 (c) The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement and Section 3 hereof shall be true and correct in all material respects on and as of the Amendment No. 1 Effective Date; provided , that (a) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date and (b) 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) At the time of and immediately after giving effect to this Amendment and the borrowing of the Amendment No. 1 Term B Loans as contemplated hereby, no Default or Event of Default will exist under the Credit Agreement.
 (e) The Administrative Agent and the Amendment No. 1 Term B Lenders shall have received at least two (2) Business Days prior to the Amendment No. 1 Effective Date all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act) that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Amendment No. 1 Effective Date.
 Section 5. Counterparts .
 This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed counterpart of this Amendment. This Amendment may be in the form of an Electronic Record (as defined in 15 USC §7006, as it may be amended from time to time) and may be executed using Electronic Signatures (as defined in 15 USC §7006, as it may be amended from time to time) (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties hereto of a manually signed paper counterpart to this Amendment which has been converted into electronic form (such as scanned into PDF format), or an electronically signed counterpart to this Amendment converted into another format, for transmission, delivery and/or retention.
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 Section 6. Governing Law and Waiver of Right to Trial by Jury .
 THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction, venue and waiver of right to trial by jury provisions in Sections 10.16 and 10.17 of the Credit Agreement are incorporated herein by reference mutatis mutandis .
 Section 7. Headings .
 The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
 Section 8. Effect of Amendment and Reaffirmation .
 (a) 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 Lenders or the Agents under the 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 Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. The Borrower and each Loan Party hereby expressly reaffirms, as of the Amendment No. 1 Effective Date, the prior grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents, which Liens shall continue in full force and effect for the benefit of the Collateral Agent and the other Secured Parties, and shall extend to, and shall continue to secure the Loans made and other obligations of the Loan Parties under, the Amended Credit Agreement and the other Loan Documents. Neither the modification of the Credit Agreement effected pursuant to this Amendment, nor the execution, delivery, performance or effectiveness of this Amendment impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and all such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred. On and after the Amendment No. 1 Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the “Credit Agreement”, shall be a reference to the Amended Credit Agreement. From and after the Amendment No. 1 Effective Date, this Amendment shall be deemed a Loan Document for all purposes under the Credit Agreement and the other Loan Documents.
 Section 9. No Novation .
 This Amendment and the Amended Credit Agreement shall not constitute a novation of the Credit Agreement or any of the other Loan Documents.

 [ 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.
 MCKESSON MEDICAL-SURGICAL TOP HOLDINGS INC.,
 as the Borrower
 By:     /s/ Gregory S. Keyes    
     Name:    Gregory S. Keyes
    Title:    Vice President & Treasurer
 ARGENT PROCUREMENT SOLUTIONS LLC
 ATTENTUS MEDICAL SALES, LLC
 CYPRESS MEDICAL PRODUCTS LLC
 FIRST CHOICE MEDICAL SUPPLY HOLDING,
 LLC
 FIRST CHOICE MEDICAL SUPPLY, LLC
 MCKESSON MEDICAL-SURGICAL
 GOVERNMENT SOLUTIONS LLC
 MCKESSON MEDICAL-SURGICAL HOLDINGS
 INC.
 MCKESSON MEDICAL-SURGICAL INC.
 MCKESSON MEDICAL-SURGICAL MEDIMART
 LLC
 MCKESSON MEDICAL-SURGICAL MINNESOTA
 SUPPLY INC.
 MCKESSON MEDICAL-SURGICAL SUPPLY
 CHAIN SERVICES LLC
 MEDICAL SPECIALTIES DISTRIBUTORS, LLC
 MEDICAL SPECIALTIES HOLDINGS II CORP.
 OUTPATIENT INFUSION SYSTEMS, INC.
 SIMPLY MEDICAL LLC
 VERBALCARE, LLC
 WORLD MEDICAL GOVERNMENT
 SOLUTIONS, LLC ,
 as Guarantors

 By:     /s/ Gregory S. Keyes    
     Name:    Gregory S. Keyes
    Title:    Vice President & Treasurer
 [Signature Page to Amendment No. 1]

 CYPRESS IMPORT BROKERAGE LLC,
 As a Guarantor

 By:     /s/ Stanton J. McComb    
     Name:    Stanton J. McComb
    Title:    President

 [Signature Page to Amendment No. 1]

 JPMORGAN CHASE BANK, N.A., as Administrative Agent
 By:     /s/ William R. Doolittle    
     Name: William R. Doolittle
    Title: Executive Director

 [Signature Page to Amendment No. 1]

 JPMORGAN CHASE BANK, N.A., as an Amendment No. 1 Term B Lender
 By:     /s/ William R. Doolittle         
    Name: William R. Doolittle
    Title: Executive Director
 [Signature Page to Amendment No. 1]

 SCHEDULE 1
 Amendment No. 1 Term B Commitments

 Amendment No. 1 Term B Lender Amendment No. 1 Term B Commitments
 JPMorgan Chase Bank, N.A. $2,250,000,000.00
 Total $2,250,000,000.00

 EXHIBIT A

 Amended Credit Agreement

 [See attached.]

 Execution Version
 Exhibit A to Amendment No. 1 to Credit Agreement
 CONFORMED CREDIT AGREEMENT
 Conformed through Amendment No. 1 to Credit Agreement, dated as of June 9, 2026

 CREDIT AGREEMENT
 Dated as of April 1, 2026,
 among
 MCKESSON MEDICAL-SURGICAL TOP HOLDINGS INC.,
 as the Borrower,

 JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Collateral Agent, Issuing Bank and Swing Line Lender,
 and
 THE OTHER LENDERS PARTY HERETO
 ________________
 JPMORGAN CHASE BANK, N.A.,
 BANK OF AMERICA, N.A.,
 CITIGROUP GLOBAL MARKETS INC.,
 GOLDMAN SACHS BANK USA,
 AND
 WELLS FARGO SECURITIES, LLC ,
 as Joint Lead Arrangers and Joint Lead Bookrunners for the Closing Date Term A-1 Loans, the Closing Date Term A-2 Loans and , the Closing Date Revolving Facility and the Amendment No. 1 Term B Loans

 BNP PARIBAS SECURITIES CORP.,
 HSBC SECURITIES (USA) INC.,
 PNC CAPITAL MARKETS LLC,
 TD SECURITIES (USA) LLC,
 TRUIST SECURITIES, INC.
 AND
 U.S. BANK NATIONAL ASSOCIATION ,
 as Co-Documentation Agents for the Amendment No. 1 Term B Loans

 Table of Contents
 Page
 Article I

Definitions and Accounting Terms
 SECTION 1.01    Defined Terms    1
 SECTION 1.02    Other Interpretive Provisions     90 95
 SECTION 1.03    Accounting Terms     92 96
 SECTION 1.04    Rounding     92 97
 SECTION 1.05    References to Agreements, Laws, etc.     92 97
 SECTION 1.06    Times of Day and Timing of Payment and Performance     92 97
 SECTION 1.07    Pro Forma and Other Calculations     92 97
 SECTION 1.08    Available Amount Transaction     97 101
 SECTION 1.09    Guaranties of Hedging Obligations     97 101
 SECTION 1.10    Currency Generally     97 102
 SECTION 1.11    Letters of Credit     97 102
 SECTION 1.12    Several Obligations of the Lenders.     97 102
 SECTION 1.13    Interest Rates; Benchmark Notification.     97 102
 Article II

The Commitments and Borrowings
 SECTION 2.01    The Loans     98 103
 SECTION 2.02    Borrowings, Conversions and Continuations of Loans     98 103
 SECTION 2.03    Letters of Credit     101 106
 SECTION 2.04    Swing Line Loans.     109 114
 SECTION 2.05    Prepayments     112 117
 SECTION 2.06    Termination or Reduction of Commitments     121 127
 SECTION 2.07    Repayment of Loans     121 128
 SECTION 2.08    Interest     122 129
 SECTION 2.09    Fees     123 129
 SECTION 2.10    Computation of Interest and Fees     123 130
 SECTION 2.11    Evidence of Indebtedness     123 130
 SECTION 2.12    Payments Generally     124 131
 SECTION 2.13    Sharing of Payments     125 132
 SECTION 2.14    Incremental Facilities     126 133
 SECTION 2.15    Refinancing Amendments     133 141
 SECTION 2.16    Extensions of Loans     135 142
 SECTION 2.17    Defaulting Lenders     139 146
 SECTION 2.18    [Reserved].     140 147
 SECTION 2.19    Inability to Determine Rates     140 147
 Article III

Taxes, Increased Costs Protection and Illegality
 SECTION 3.01    Taxes     143 150
 SECTION 3.02    Illegality     146 154
 SECTION 3.03    [Reserved]     147 154

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 SECTION 3.04    Increased Cost and Reduced Return; Capital Adequacy; Reserves     147 154
 SECTION 3.05    Funding Losses     148 155
 SECTION 3.06    Matters Applicable to All Requests for Compensation     148 156
 SECTION 3.07    Replacement of Lenders under Certain Circumstances     149 156
 SECTION 3.08    Survival     150 158
 Article IV

Conditions to Credit Extensions
 SECTION 4.01    Conditions to Credit Extensions on Closing Date     151 158
 SECTION 4.02    Conditions to Credit Extensions after the Closing Date     152 159
 Article V

Representations and Warranties
 SECTION 5.01    Existence, Qualification and Power; Compliance with Laws     153 160
 SECTION 5.02    Authorization; No Contravention     153 161
 SECTION 5.03    Governmental Authorization     154 161
 SECTION 5.04    Binding Effect     154 161
 SECTION 5.05    Financial Statements; No Material Adverse Effect     154 161
 SECTION 5.06    Litigation     154 162
 SECTION 5.07    [Reserved]     154 162
 SECTION 5.08    Ownership of Property; Liens     154 162
 SECTION 5.09    Environmental Matters     155 162
 SECTION 5.10    Taxes     155 162
 SECTION 5.11    ERISA Compliance     155 162
 SECTION 5.12    Subsidiaries     155 163
 SECTION 5.13    Margin Regulations; Investment Company Act     155 163
 SECTION 5.14    Disclosure     156 163
 SECTION 5.15    Intellectual Property; Licenses, etc.     156 163
 SECTION 5.16    Solvency     156 163
 SECTION 5.17    USA PATRIOT Act; Anti-Terrorism Laws     156 164
 SECTION 5.18    Collateral Documents     156 164
 Article VI

Affirmative Covenants
 SECTION 6.01    Financial Statements     157 164
 SECTION 6.02    Certificates; Other Information     158 166
 SECTION 6.03    Notices     160 167
 SECTION 6.04    Payment of Obligations     160 167
 SECTION 6.05    Preservation of Existence, etc.     160 168
 SECTION 6.06    Maintenance of Properties     160 168
 SECTION 6.07    [Reserved].     160 168
 SECTION 6.08    Maintenance of Insurance     160 168
 SECTION 6.09    Compliance with Laws     161 168
 SECTION 6.10    Books and Records     161 168
 SECTION 6.11    Inspection Rights     161 168
 SECTION 6.12    Covenant to Guarantee Obligations and Give Security     161 169
 SECTION 6.13    Compliance with Environmental Laws     164 171

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 SECTION 6.14    Further Assurances and Post-Closing Covenant     164 171
 SECTION 6.15    Use of Proceeds     164 172
 SECTION 6.16    [Reserved]     164 172
 SECTION 6.17    Affiliate Transactions     164 172
 Article VII

Negative Covenants
 SECTION 7.01    Liens     168 175
 SECTION 7.02    Indebtedness     168 176
 SECTION 7.03    Fundamental Changes     175 183
 SECTION 7.04    Asset Sales     177 185
 SECTION 7.05    Restricted Payments     178 186
 SECTION 7.06    Change in Nature of Business     187 195
 SECTION 7.07    [Reserved]     187 195
 SECTION 7.08    Burdensome Agreements     187 195
 SECTION 7.09    Accounting Changes     190 198
 SECTION 7.10    Suspension of Covenant     190 198
 SECTION 7.11    Financial Covenant     191 198
 Article VIII

Events of Default and Remedies
 SECTION 8.01    Events of Default     191 199
 SECTION 8.02    Remedies upon Event of Default     193 201
 SECTION 8.03    Application of Funds     193 201
 SECTION 8.04    Right to Cure     194 202
 Article IX

Administrative Agent and Other Agents
 SECTION 9.01    Appointment and Authorization of the Administrative Agent     195 203
 SECTION 9.02    Rights as a Lender     196 204
 SECTION 9.03    Exculpatory Provisions     196 204
 SECTION 9.04    Lack of Reliance on the Administrative Agent     197 205
 SECTION 9.05    Certain Rights of the Administrative Agent     197 205
 SECTION 9.06    Reliance by the Administrative Agent     197 206
 SECTION 9.07    Delegation of Duties     198 206
 SECTION 9.08    Indemnification     198 206
 SECTION 9.09    The Administrative Agent in Its Individual Capacity     198 207
 SECTION 9.10    No Other Duties, Etc.     199 207
 SECTION 9.11    Resignation by the Administrative Agent     199 207
 SECTION 9.12    Collateral Matters     200 208
 SECTION 9.13    Acknowledgements of Lenders and Issuing Banks; Erroneous Payments     201 209
 SECTION 9.14    Administrative Agent May File Proofs of Claim     202 211
 SECTION 9.15    Appointment of Supplemental Administrative Agents     204 212
 SECTION 9.16    Intercreditor Agreements     204 212
 SECTION 9.17    Secured Cash Management Agreements and Secured Hedge Agreements     205 213
 SECTION 9.18    Withholding Tax     205 213

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 Article X

Miscellaneous
 SECTION 10.01    Amendments, etc.     205 214
 SECTION 10.02    Notices and Other Communications; Facsimile Copies     212 220
 SECTION 10.03    No Waiver; Cumulative Remedies     213 221
 SECTION 10.04    Costs and Expenses     213 222
 SECTION 10.05    Indemnification by the Borrower     214 222
 SECTION 10.06    Marshaling; Payments Set Aside     215 223
 SECTION 10.07    Successors and Assigns     215 223
 SECTION 10.08    Resignation of Issuing Bank and Swing Line Lender     222 230
 SECTION 10.09    Confidentiality     222 231
 SECTION 10.10    Setoff     224 232
 SECTION 10.11    Interest Rate Limitation     224 232
 SECTION 10.12    Counterparts; Integration; Effectiveness     224 232
 SECTION 10.13    Electronic Execution of Assignments and Certain Other Documents     224 233
 SECTION 10.14    Survival of Representations and Warranties     225 233
 SECTION 10.15    Severability     225 233
 SECTION 10.16    GOVERNING LAW     225 233
 SECTION 10.17    WAIVER OF RIGHT TO TRIAL BY JURY     226 234
 SECTION 10.18    Binding Effect     226 234
 SECTION 10.19    Lender Action     226 234
 SECTION 10.20    Use of Name, Logo, etc.     226 234
 SECTION 10.21    USA PATRIOT Act     226 234
 SECTION 10.22    [Reserved]     226 235
 SECTION 10.23    No Advisory or Fiduciary Responsibility     226 235
 SECTION 10.24    Release of Collateral and Guarantee Obligations; Subordination of Liens     227 235
 SECTION 10.25    [Reserved]     228 236
 SECTION 10.26    Acknowledgement and Consent to Bail-In of Affected Financial Institutions     228 236
 SECTION 10.27    Judgment Currency     228 237
 SECTION 10.28    Cashless Settlement     229 237
 SECTION 10.29    Acknowledgement Regarding Any Supported QFCs     229 237

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 SCHEDULES
 1.01(1)    Closing Date Subsidiary Guarantors
 2.01    Commitments
 4.01(1)(c)    Certain Collateral Documents
 4.01(1)(f)    Local Counsel
 5.12    Subsidiaries and Other Equity Investments
 6.14(2)    Post-Closing Matters
 7.01    Existing Liens
 7.02    Existing Indebtedness
 7.05    Existing Investments
 10.02    Administrative Agent’s Office, Certain Addresses for Notices
 EXHIBITS
 Form of
 A-1    Committed Loan Notice
 A-2    Swing Line Notice
 B-1    Term Note
 B-2    Revolving Note
 B-3    Swing Line Note
 C     Compliance Certificate
 D-1    Assignment and Assumption
 D-2    Affiliated Lender Assignment and Assumption
 E     Guaranty
 F     U.S. Security Agreement
 G-1    Equal Priority Intercreditor Agreement
 G-2    Junior Lien Intercreditor Agreement
 H    United States Tax Compliance Certificates
 I    Solvency Certificate
 J    Discount Range Prepayment Notice
 K    Discount Range Prepayment Offer
 L    Solicited Discounted Prepayment Notice
 M    Acceptance and Prepayment Notice
 N    Specified Discount Prepayment Notice
 O    Solicited Discounted Prepayment Offer
 P    Specified Discount Prepayment Response
 Q    Intercompany Note
 R-1    Letter of Credit Report
 R-2    Swing Line Report

 CREDIT AGREEMENT
 This CREDIT AGREEMENT ( as amended by Amendment No. 1, and as further amended, restated, supplemented or modified from time to time, this “ Agreement ”) is entered into as of April 1, 2026 by and among McKesson Medical-Surgical Top Holdings Inc., a Florida corporation (the “ Borrower ”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, including any successor thereto, the “ Administrative Agent ”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “ Collateral Agent ”) under the Loan Documents and as an Issuing Bank, and as a Swing Line Lender, and each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”).
 PRELIMINARY STATEMENTS
 The Borrower requested on the Closing Date that (a) the Lenders extend credit to the Borrower in the form of $750.0 million of Closing Date Term A-1 Loans, $250.0 million Closing Date Term A-2 Loans and $1,000.0 million of Revolving Commitments on the Closing Date as senior secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement.
 The Borrower requested that the Lenders extend credit to the Borrower in the form of $2,250.0 million of Amendment No. 1 Term B Loans on the Amendment No. 1 Effective Date as senior secured credit facilities.
 The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings (if any) will be used on the Closing Date to fund the Transactions and for general corporate purposes. The proceeds of the Amendment No. 1 Term B Loans will be used on the Amendment No. 1 Effective Date to fund the Transactions and for general corporate purposes.
 The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein.
 In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
 Article I

Definitions and Accounting Terms
 SECTION 1.01 Defined Terms . As used in this Agreement (including the introductory paragraph hereof and the preliminary statements hereto), the following terms have the meanings set forth below:
 “ Acceptable Discount ” has the meaning specified in Section 2.05(1)(e)(D)(2).
 “ Acceptable Prepayment Amount ” has the meaning specified in Section 2.05(1)(e)(D)(3).
 “ Acceptance and Prepayment Notice ” means a notice of the Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit M .
 “ Acceptance Date ” has the meaning specified in Section 2.05(1)(e)(D)(2).

 “ Acquired Indebtedness ” means, with respect to any specified Person,
 (1)    Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating with or into, or becoming a Restricted Subsidiary of, such specified Person, and
 (2)    Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
 “ Additional Lender ” means, at any time, any bank, other financial institution or institutional lender or investor that, in any case, is not an existing Lender and that agrees to provide any portion of any (a) Incremental Loan in accordance with Section 2.14, (b) Other Loans pursuant to a Refinancing Amendment in accordance with Section 2.15 or (c) Replacement Loans pursuant to Section 10.01; provided that each Additional Lender shall be subject to the approval of the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed, in each case solely to the extent that any such consent would be required from the Administrative Agent under Section 10.07(b)(iii)(B) for an assignment of Loans to such Additional Lender, and in the case of Incremental Revolving Commitments and Other Revolving Commitments, the Swing Line Lender and the Issuing Bank, such approval not to be unreasonably withheld, conditioned or delayed, in each case solely to the extent such consent would be required for any assignment to such Additional Lender under Section 10.07(b)(iii).
 “ Adjusted Daily Simple RFR ” means, (i) with respect to any RFR Borrowing denominated in Sterling, an interest rate per annum equal to the Daily Simple RFR for Sterling and (ii) with respect to any RFR Borrowing denominated in Dollars, an interest rate per annum equal to the Daily Simple RFR for Dollars; provided that if the Adjusted Daily Simple RFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
 “ Adjusted EURIBOR Rate ” means, with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per annum equal to (a)  the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that if the Adjusted EURIBOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
 “ Adjusted Term SOFR Rate ” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to the Term SOFR Rate for such Interest Period; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for purposes of this Agreement.
 “ Administrative Agent ” has the meaning specified in the introductory paragraph to this Agreement.
 “ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 , or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
 “ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
 “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
 “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlling ,” “ controlled by ” and “ under common
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 control with ”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.
 “ Affiliate Transaction ” has the meaning specified in Section 6.17(a).
 “ Affiliated Lender ” means, at any time, any Lender that is the Sponsor or an Affiliate of the Sponsor (other than (a) the Borrower or any of its Subsidiaries, (b) any Debt Fund Affiliate or (c) any natural person (or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person)) at such time.
 “ Affiliated Lender Assignment and Assumption ” has the meaning specified in Section 10.07(h)(vi).
 “ Affiliated Lender Cap ” has the meaning specified in Section 10.07(h)(iv).
 “ Agent Parties ” has the meaning specified in Section 10.02(4).
 “ Agent-Related Persons ” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents, attorney-in-fact, partners, trustees and advisors of such Persons and of such Persons’ Affiliates.
 “ Agents ” means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Administrative Agents (if any).
 “ Aggregate Commitments ” means the Commitments of all the Lenders.
 “ Agreed Currencies ” means Dollars and each Alternative Currency.
 “ Agreement ” means this Credit Agreement, as amended, restated, amended and restated, modified or supplemented from time to time in accordance with the terms hereof.
 “ Agreement Currency ” has the meaning specified in Section 10.27.
 “ AHYDO Payment ” means any mandatory prepayment or redemption pursuant to the terms of any Indebtedness that is intended or designed to cause such Indebtedness not to be treated as an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code.
 “ All-In Yield ” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, a Floor or a Base Rate floor (with such increased amount being determined in the manner described in the final proviso of this definition), or otherwise, in each case, incurred or payable by the Borrower or other applicable borrower ratably to all lenders of such Indebtedness; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); provided , further , that “All-In Yield” shall not include (x) arrangement fees, syndication fees, structuring fees, commitment fees, underwriting fees, success fees, advisory fees, exit fees, unused line fees, ticking fees, consent or amendment fees and any similar fees (regardless of how such fees are computed and whether shared or paid, in whole or in part, with or to any or all lenders) and (y) any other fees not generally paid ratably to all lenders of such Indebtedness; provided further that, with respect to any Loans of an applicable Class that includes a Floor or a Base Rate floor, (1) to the extent that the Term SOFR Reference Rate on the date that the All-In Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the Applicable Rate for such Loans of such Class for the purpose of calculating the All-In Yield and (2) to the extent that the Term SOFR Reference Rate on the date that the All-In Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the All-In Yield.
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 “ Alternative Currency ” means Sterling, Canadian Dollars, Euros and any other currency approved by the Administrative Agent, each applicable Revolving Lender and each applicable Issuing Bank.
 “ Amendment No. 1 ” means that certain Amendment No. 1 to Credit Agreement, dated as of June 9, 2026, by and among the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent and the Amendment No. 1 Term B Lender party thereto.
 “ Annual Financial Statements ” means March 31, 2025 Amendment No. 1 Effective Date ” means June 9, 2026 .
 “ Amendment No. 1 Term B Loan Commitment ” means, as to any Person, its obligation to make an Amendment No. 1 Term B Loan to the Borrower pursuant to Amendment No. 1 or in the Assignment and Assumption (or Affiliated Lender Assignment and Assumption) pursuant to which such Person becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including pursuant to Sections 2.14, 2.15 or 2.16). The initial aggregate amount of the Amendment No. 1 Term B Loan Commitments is $2,250.0 million.
 “ Amendment No. 1 Term B Lender ” means, at any time, a Lender that has an Amendment No. 1 Term B Loan Commitment or an Amendment No. 1 Term B Loan at such time.
 “ Amendment No. 1 Term B Loans ” means the Term Loans made by the Amendment No. 1 Term B Lenders on the Amendment No. 1 Effective Date to the Borrower pursuant to Section 2.01(4).
 “ Annual Financial Statements ” means the audited consolidated balance sheet of the Borrower as of March 31, 2025 and the related audited consolidated statement of income, statement of stockholders’ deficit and statement of cash flows of the Borrower for the fiscal year ended March 31, 2025.
 “ Applicable Discount ” has the meaning specified in Section 2.05(1)(e)(C)(2).
 “ Applicable Indebtedness ” has the meaning specified in the definition of “Weighted Average Life to Maturity.”
 “ Applicable Percentage ” means, in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitments at such time, subject to adjustment as provided in Section 2.17. If the commitment of each Revolving Lender to make Revolving Loans and the obligation of the Issuing Banks to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Commitments have otherwise expired in full, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving Facility most recently in effect, giving effect to any subsequent assignments.
 “ Applicable Rate ” means a percentage per annum equal to:
 (a)      [reserved],
 (a)      with respect to the Amendment No. 1 Term B Loans, a percentage per annum equal to (i) 2.25% for Term Benchmark Loans and (ii) 1.25% for Base Rate Loans, and
 (b)    with respect to Closing Date Term A-1 Loans, Closing Date Term A-2 Loans, Revolving Loans, Commitment Fees and Letter of Credit Fees, (x) until delivery of financial statements and a related Compliance Certificate pursuant to Section 6.02(1) for the fiscal quarter ending June 30, 2026, the percentages per annum set forth in “Pricing Level 3” below;
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 (y) from and after the delivery of financial statements and a related Compliance Certificate pursuant to Section 6.02(1) for the fiscal quarter ending June 30, 2026 but until the date that Borrower has obtained a public corporate credit rating from S&P and a corporate family rating from Moody’s (the “ Initial Corporate Ratings ”), the percentages per annum set forth in the table below, determined solely based upon the Total Net Leverage Ratio as specified in the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 6.02(1); and
 (z) from and after the date the Borrower has obtained the Initial Corporate Ratings, the higher of (1) the Pricing Level determined based on the corporate ratings of the Borrower as of the third Business Day after the date on which the most recent Compliance Certificate was delivered to the Administrative Agent pursuant to Section 6.02(1) (the “ Pricing Adjustment Date ”) and (2) the Pricing Level determined solely based upon the Total Net Leverage Ratio as specified in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(1); provided , that (A) if the Borrower does not have public corporate ratings from each of S&P and Moody’s on any Pricing Adjustment Date, the Pricing Level shall be determined solely based upon the Total Net Leverage Ratio as specified in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(1) and (B) if the corporate ratings for the Borrower fall within two different levels, the corporate rating used for determination of the Applicable Rate shall be the higher of the two ratings; provided, further , that if the lower of such corporate ratings is more than one level below the higher of such corporate ratings, the corporate rating used for determination of the Applicable Rate shall be the level that is one level above the lower of such corporate ratings.

 Pricing Level

 Corporate Rating
 Total Net
Leverage Ratio Term Benchmark Loans and Letter of Credit Fees RFR Loans Base Rate Commitment
Fee Rate
 1 Ba3 / BB- or lower > 3.75x
 1.625% 1.625% 0.625% 0.225%
 2 Ba2 / BB ≤ 3.75x but > 2.75x
 1.500% 1.500% 0.500% 0.200%
 3 Ba1 / BB+ or higher ≤ 2.75x
 1.250% 1.250% 0.250% 0.175%

 Any increase or decrease in the Applicable Rate resulting from a change in the corporate rating and/or the Total Net Leverage Ratio shall become effective as of the third Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(1); provided that, at the option of the Required Pro Rata Lenders, “Pricing Level 1” (as set forth above) shall apply as of (x) the third Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the third Business Day after the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) or (y) the first Business Day after an Event of Default under Section 8.01(1) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

 In the event that the Administrative Agent and the Borrower determine that the calculation of the Total Net Leverage Ratio set forth in any compliance certificate delivered previously pursuant to Section 6.02 was incorrect or inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “ Applicable Period ”) than the Applicable Rate applied for such Applicable Period, then (a) the Borrower shall within five (5) Business Days of such determination deliver to the Administrative Agent the correct calculation of the Total Net Leverage Ratio for such Applicable Period, (b) the Applicable Rate shall be determined as if the
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 pricing level for such higher Applicable Rate were applicable for such Applicable Period, and (c) the Borrower shall within five (5) Business Days of demand thereof by the Administrative Agent following such delivery of the correct calculation pay to the Administrative Agent for the benefit of the relevant Lenders the accrued additional interest owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreement and no Default or Event of Default shall be deemed to have occurred as a result of such non-payment until the expiration of such five (5) Business Day period following demand thereof by the Administrative Agent following such delivery of the correct calculation.

 “ Applicable Refinancing Debt ” has the meaning specified in the definition of “Revolving Maturity Date.”
 “ Approved Bank ” means any domestic or foreign commercial bank having capital and surplus of not less than $250.0 million in the case of U.S. banks or $100.0 million (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks.
 “ Appropriate Lender ” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant Issuing Banks and (ii) the relevant Revolving Lenders and (c) with respect to the Swing Line Facility, (i) the relevant Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(1), the Revolving Lenders.
 “ Approved Fund ” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.
 “ Arrangers ” means JPMorgan Chase Bank, N.A., Bank of America, N.A., Citigroup Global Markets Inc., Goldman Sachs Bank USA and Wells Fargo Securities, LLC, each, in its capacity as a joint lead arranger under this Agreement.
 “ Asset Sale ” means:
 (1)    the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions of property or assets of the Borrower or any Restricted Subsidiary (each referred to in this definition as a “ disposition ”); or
 (2)    the issuance or sale of Equity Interests (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 7.02 and directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable Law) of any Restricted Subsidiary (other than to the Borrower or another Restricted Subsidiary), whether in a single transaction or a series of related transactions;
 in each case, other than:
 (a)    any disposition of:
     (i)    Cash Equivalents or Investment Grade Securities,
     (ii)    obsolete, damaged or worn out property or assets, any disposition of inventory or goods (or other assets) held for sale and property or assets no longer used or useful in the ordinary course or the principal business of the Borrower and its Restricted Subsidiaries,
     (iii)    assets no longer economically practicable or commercially reasonable to maintain (as determined in good faith by the management of the Borrower),
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     (iv)    improvements made to leased real property to landlords pursuant to customary terms of leases entered into in the ordinary course of business, and
     (v)    assets for purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrower and its Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course;
 (b)    the disposition of all or substantially all of the assets of the Borrower in a manner permitted pursuant to Section 7.03;
 (c)    any disposition in connection with the making of any Restricted Payment that is permitted to be made, and is made, under Section 7.05, any Permitted Investment or any acquisition otherwise permitted under this Agreement;
 (d)    any disposition of property or assets for an aggregate fair market value not to exceed $90.0 million in any fiscal year;
 (e)    any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Borrower or by the Borrower or a Restricted Subsidiary to a Restricted Subsidiary;
 (f)    to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
 (g)    (i) the lease, assignment or sublease, license or sublicense of any real or personal property in the ordinary course of business or consistent with industry practice and (ii) the exercise of termination rights with respect to any lease, sublease, license or sublicense or other agreement;
 (h)    any issuance, disposition or sale of Equity Interests in, or Indebtedness, assets or other securities of, an Unrestricted Subsidiary;
 (i)    foreclosures, condemnation, expropriation, eminent domain or any similar action (including for the avoidance of doubt, any Casualty Event) with respect to assets;
 (j)    sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility, sales of receivables in connection with Receivables Financing Transactions, sales pursuant to customary factoring arrangements in the ordinary course of business, or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with industry practice or in bankruptcy or similar proceedings;
 (k)    any financing transaction with respect to property built or acquired by the Borrower or any Restricted Subsidiary after the Closing Date, including asset securitizations permitted hereunder;
 (l)    the sale, lease, assignment, license, sublease or discount of inventory, equipment, accounts receivable, notes receivable or other current assets in the ordinary course of business or consistent with industry practice or the conversion of accounts receivable to notes receivable or other dispositions of accounts receivable in connection with the collection thereof;
 (m)    the licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business or consistent with industry practice;
 (n)    any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business or consistent with industry practice;
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 (o)    the unwinding of any Hedging Obligations;
 (p)    (x) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements and (y) dispositions by any non-Wholly Owned Restricted Subsidiary issuing Equity Interests to each owner of its Equity Interests ratably based on their relative ownership interests;
 (q)    the expiration, lapse, abandonment, sale, transfer or other disposition of intellectual property rights in the ordinary course of business or consistent with industry practice, or which in the reasonable good faith determination of the Borrower, are no longer economically practicable to maintain or not material to the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole;
 (r)    the granting of a Lien;
 (s)    the issuance of officers’ or directors’ qualifying shares and shares of Capital Stock issued to foreign nationals as required by applicable Law;
 (t)    the disposition of any assets (including Equity Interests) (i) acquired in a Permitted Acquisition or other Investment permitted hereunder, which assets are non-core assets or surplus or unnecessary to the business or operations of the Borrower and its Restricted Subsidiaries, (ii) which assets are not used or useful in the ordinary course or the principal business of the Borrower and its Restricted Subsidiaries or (iii) made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Borrower to consummate any acquisition permitted hereunder;
 (u)    dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
 (v)    dispositions of property in connection with any Sale-Leaseback Transaction;
 (w)    the settlement or early termination of any Permitted Bond Hedge Transaction and the settlement or early termination of any related Permitted Warrant Transaction; or
 (x)    any disposition of property or assets for an aggregate fair market value not to exceed the greater of (I) $ $210.0 million and (II) 20.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (calculated on a pro forma basis) determined at the time of the making of such disposition.
 “ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
 “ Assignment and Assumption ” means an Assignment and Assumption substantially in the form of Exhibit D-1 or any other form approved by the Administrative Agent.
 “ ASU ” has the meaning specified in Section 1.03.
 “ Attorney Costs ” means all reasonable fees, expenses and disbursements of any law firm or other external legal counsel, to the extent documented in reasonable detail and invoiced.
 “ Attributable Indebtedness ” means, on any date, in respect of any Capitalized Lease Obligation of any Person, the amount thereof that would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP.
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 “ Auction Agent ” means (a) the Administrative Agent or (b) any other financial institution or advisor engaged by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.05(1)(e); provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided further that neither the Borrower nor any of its Affiliates may act as the Auction Agent.
 “ Australian Dollar ” means the lawful currency of Australia.
 “ Auto-Extension Letter of Credit ” has the meaning specified in Section 2.03(2)(c).
 “ Available Currencies ” means U.S. Dollars and any Alternative Currency.
 “ Available Incremental Amount ” has the meaning specified in Section 2.14(4)(c).
 “ Available Tenor ” means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.19.
 “ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
 “ Bail-In Legislation ” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
 “ Bankruptcy Code ” has the meaning specified in Section 8.02.
 “ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as announced from time to time by the Administrative Agent as its “prime rate” and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.19 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.19(b)), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate shall be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.
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 “ Base Rate Loan ” means a Loan that bears interest based on the Base Rate.
 “ Basket ” means any amount, threshold, exception or value (including by reference to the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, Consolidated EBITDA or Total Assets) permitted or prescribed with respect to any Lien, Indebtedness, Asset Sale, Investment, Restricted Payment, transaction, action, judgment or amount under any provision in this Agreement or any other Loan Document.
 “ Benchmark ” means, initially, with respect to any (i) RFR Loan in any Agreed Currency, the applicable Relevant Rate for such Agreed Currency or (ii) Term Benchmark Loan, the Relevant Rate for such Agreed Currency; provided that if a Benchmark Transition Event or a Term CORRA Reelection Event, and the related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.19.
 “ Benchmark Replacement ” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Alternative Currency (other than any Loan denominated in Canadian Dollars), “Benchmark Replacement” shall mean the alternative set forth in (2) below:
 (1)    in the case of any Loan denominated in Dollars, the Adjusted Daily Simple RFR for Dollars, and/or in the case of any Loan denominated in Canadian Dollars, the Daily Simple RFR for Canadian Dollars;
 (2)    the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment;
 provided that notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence of a Term CORRA Reelection Event, and the delivery of a Term CORRA Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be deemed to be Term CORRA.
 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 Adjustment ” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time.
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 “ Benchmark Replacement Conforming Changes ” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan denominated in Dollars, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “RFR Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
 “ Benchmark Replacement Date ” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:
 (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);
 (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date; or
 (3) in the case of a Term CORRA Reelection Event, the date that is thirty (30) days after the date a Term CORRA Notice (if any) is provided to the Lenders and the Borrower pursuant to Section 2.19(c).
 For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
 “ Benchmark Transition Event ” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:
 (1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
 (2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the CORRA Administrator, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or
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 such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
 (3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.
 For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
 “ Benchmark Unavailability Period ” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.19 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.19.
 “ BHC Act Affiliate ” of a party means an ‘affiliate’ (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
 “ Big Boy Letter ” means a letter from a Lender acknowledging that (1) an assignee may have information regarding the Borrower and the Subsidiaries of the Borrower, their ability to perform the Obligations or any other material information that has not previously been disclosed to the Administrative Agent and the Lenders (“ Excluded Information ”), (2) the Excluded Information may not be available to such Lender, (3) such Lender has independently and without reliance on any other party made its own analysis and determined to assign Term Loans to such assignee pursuant to Section 10.07(h) or (l) notwithstanding its lack of knowledge of the Excluded Information and (4) such Lender waives and releases any claims it may have against the Administrative Agent, such assignee, the Borrower and the Subsidiaries of the Borrower with respect to the nondisclosure of the Excluded Information; or otherwise in form and substance reasonably satisfactory to such assignee, the Administrative Agent and assigning Lender.
 “ Board of Directors ” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Borrower.
 “ Borrower ” has the meaning specified in the introductory paragraph to this Agreement.
 “ Borrower Materials ” has the meaning specified in Section 6.02.
 “ Borrower Offer of Specified Discount Prepayment ” means any offer by any Borrower Party to make a voluntary prepayment of Loans at a specified discount to par pursuant to Section 2.05(1)(e)(B).
 “ Borrower Parties ” means the collective reference to the Borrower and each Subsidiary of the Borrower and “ Borrower Party ” means any of them.
 “ Borrower Solicitation of Discount Range Prepayment Offers ” means the solicitation by any Borrower Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Loans at a specified range of discounts to par pursuant to Section 2.05(1)(e)(C).
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 “ Borrower Solicitation of Discounted Prepayment Offers ” means the solicitation by any Borrower Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Loans at a discount to par pursuant to Section 2.05(1)(e)(D).
 “ Borrowing ” means a borrowing consisting of Loans of the same Class and Type made, converted or continued on the same date and, in the case of Term Benchmark Loans, having the same Interest Period.
 “ Broker-Dealer Regulated Subsidiary ” means any Subsidiary of the Borrower that is registered as a broker-dealer under the Exchange Act or any other applicable Laws requiring such registration.
 “ Business Day ” means any day that is not a Legal Holiday; provided that with respect to all notices and determinations in connection with, and any fundings, disbursements, settlements and payments of principal and interest on or with respect to, Loans denominated in any Alternative Currency, any day that is not a Legal Holiday or a day on which banking institutions are authorized or required by law or other governmental action to remain closed in the country of issuance of the applicable currency; provided that, (a) in relation to Loans denominated in Sterling, any day (other than a Saturday or a Sunday) on which banks are open for business in London, (b) in relation to Loans denominated in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET Day, (c) (c) if such day relates to any Loans denominated in Canadian Dollars and in relation to the calculation or computation of CORRA or the Canadian Prime Rate, any day (other than a Saturday or a Sunday) on which banks are open for business in Toronto, Canada and (d) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable Agreed Currency of such RFR Loan, any such day that is only an RFR Business Day.
 “ Calculation Date ” means (x) the last Business Day of each of March, June, September and December and (y) solely with respect to any Borrowing in any Alternative Currency or the issuance of any Letter of Credit in any Alternative Currency, the second Business Day immediately preceding the date on which such Borrowing or issuance, as applicable, is to be made.
 “ Canadian Prime Rate ” means, on any day, the rate determined by the Administrative Agent to be the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion); provided , that if any the above rate shall be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index shall be effective from and including the effective date of such change in the PRIMCAN Index.
 “ Capital Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capitalized Lease Obligations) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of the Borrower and the Restricted Subsidiaries.
 “ Capital Stock ” means:
 (1)    in the case of a corporation, corporate stock or shares in the capital of such corporation;
 (2)    in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
 (3)    in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
 (4)    any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the
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 foregoing any debt securities convertible into or exchangeable for Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
 “ Capitalized Lease Obligation ” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP in accordance with Section 1.03.
 “ Capitalized Software Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.
 “ Captive Insurance Subsidiary ” means any Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof).
 “ Cash Collateral ” has the meaning specified in the definition of “Cash Collateralize.”
 “ Cash Collateral Account ” means an account held at, and subject to the sole dominion and control of, the Collateral Agent.
 “ Cash Collateralize ” means, in respect of an Obligation, to provide and pledge cash or Cash Equivalents in Dollars (or, to the extent the Obligation being so collateralized consists of an L/C Obligation or other Obligation denominated in an Available Currency other than Dollars, the Available Currency in which such Obligation is denominated) as collateral, at a location and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent or the relevant Issuing Bank with respect to any Letter of Credit, as applicable (and “ Cash Collateralization ” has a corresponding meaning). “ Cash Collateral ” has a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
 “ Cash Equivalents ” means:
 (1)    Dollars;
 (2)    (a) Euros, Yen, Australian Dollars, Singapore Dollars, Hong Kong Dollars Canadian Dollars, Sterling and any national currency of any participating member state of the EMU;
 (b)    in the case of any Foreign Subsidiary or any jurisdiction in which the Borrower or any Restricted Subsidiary conducts business, such local currencies held by it from time to time in the ordinary course of business or consistent with industry practice;
 (3)    securities issued or directly and fully and unconditionally guaranteed or insured by the government of the United States, Australia, Singapore, Canada, Hong Kong or England and Wales or, in each case, any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 36 months or less from the date of acquisition;
 (4)    certificates of deposit, time deposits and eurodollar time deposits with maturities of three years or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding three years and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;
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 (5)    repurchase obligations for underlying securities of the types described in clauses (3) and (4) above or clauses (7) and (8) below entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above;
 (6)    commercial paper and variable or fixed rate notes rated at least P-2 by Moody’s, at least A-2 by S&P or at least F2 by Fitch or an equivalent rating from another rating agency selected by the Borrower and in each case maturing within 36 months after the date of acquisition thereof;
 (7)    marketable short-term money market and similar liquid funds having a rating of at least P-2 by Moody’s, at least A-2 by S&P or at least F2 by Fitch or an equivalent rating from another rating agency selected by the Borrower;
 (8)    securities issued or directly and fully and unconditionally guaranteed by any state, commonwealth or territory of the United States or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof having maturities of not more than 36 months from the date of acquisition thereof;
 (9)    readily marketable direct obligations issued or directly and fully and unconditionally guaranteed by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s, S&P or Fitch or an equivalent rating from another rating agency selected by the Borrower with maturities of 36 months or less from the date of acquisition;
 (10)    Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P, “A2” or higher from Moody’s or “A” or higher from Fitch or an equivalent rating from another rating agency selected by the Borrower with maturities of 36 months or less from the date of acquisition;
 (11)    Investments with average maturities of 36 months or less from the date of acquisition in money market funds rated AA- (or the equivalent thereof) or better by S&P , Aa3 (or the equivalent thereof) or better by Moody’s or “AA-” or better by Fitch or an equivalent rating from another rating agency selected by the Borrower;
 (12)    investment funds investing substantially all of their assets in securities of the types described in clauses (1) through (11) above; and
 (13)    solely with respect to any Captive Insurance Subsidiary, any investment that the Captive Insurance Subsidiary is not prohibited to make in accordance with applicable Law.
 In the case of Investments by any Foreign Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents will also include (i) investments of the type and maturity described in clauses (1) through (13) above of foreign obligors, which investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (13) and in this paragraph.
 Notwithstanding the foregoing, Cash Equivalents will include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts, except amounts used to pay non-Dollar denominated obligations of the Borrower or any Restricted Subsidiary in the ordinary course of business, are expected by the Borrower to be converted into any currency listed in clause (1) or (2) above as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts (and solely to the extent so converted on or prior to such tenth (10 th ) Business Day).
 “ Cash Management Agreement ” means any agreement entered into from time to time by the Borrower or any Restricted Subsidiary in connection with cash management services for collections, other Cash
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 Management Services and for operating, payroll and trust accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.
 “ Cash Management Bank ” means (a) any Person that is an Agent, a Lender or an Affiliate of an Agent or Lender on the Closing Date or at the time it entered into a Secured Cash Management Agreement, whether or not such Person subsequently ceases to be an Agent, a Lender or an Affiliate of an Agent or Lender or (b) any Person from time to time approved in writing by the Administrative Agent and specifically designated in writing as a “Cash Management Bank” by the Borrower to the Administrative Agent; provided that, in each case of clause (a) and (b), if such Person is not an Agent or a Lender, such Person executes and delivers to the Administrative Agent and the Borrower a letter agreement in form and substance reasonably acceptable to the Administrative Agent and the Borrower pursuant to which such Person (i) appoints the Administrative Agent and Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions of Article IX of this Agreement and corresponding or similar provisions in any other Loan Document, in each case, as if it were a Lender.
 “ Cash Management Obligations ” means obligations owed by the Borrower or any Restricted Subsidiary to any Cash Management Bank in connection with, or in respect of, any Cash Management Services.
 “ Cash Management Services ” means (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft, automatic clearing house fund transfer services, return items and interstate depository network services), (c) foreign exchange, netting and currency management services and (d) any other demand deposit or operating account relationships or other cash management services, including under any Cash Management Agreements.
 “ Casualty Event ” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.
 “ CBR Loan ” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.
 “ CBR Spread ” means the Applicable Rate, applicable to such Loan that is replaced by a CBR Loan.
 “ Central Bank Rate ” means, the sum of (A) (i) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time, (c) Canadian Dollars, the Canadian Prime Rate and (d) any other Alternative Currency determined after the Closing Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion as determined in good faith and in consultation with the Borrower plus (B) the applicable Central Bank Rate Adjustment; provided that, if the Central Bank Rate would be determined to be less than the Floor, the Central Bank Rate shall be equal to the Floor.
 “ Central Bank Rate Adjustment ” means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBOR Rate applicable
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 during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period, (b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Adjusted Daily Simple RFR for Sterling Borrowings for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest such Adjusted Daily Simple RFR applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such period and (c) any other Alternative Currency determined after the Closing Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate on such day at approximately the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month.
 “ Certificate Inaccuracy Payment Date ” has the meaning specified in Section 2.20(5).
 “ CFC ” shall mean a “controlled foreign corporation” within the meaning of Section 957 of the Code.
 “ CFC Holding Company ” shall mean a Subsidiary of the Borrower substantially all of the assets of which consist of (i) equity and/or Indebtedness and/or receivables of one or more Foreign Subsidiaries that are CFCs and/or other CFC Holding Companies and (ii) cash and cash equivalents.
 “ Change in Law ” means the occurrence, after the Closing Date, of any of the following: (a) the adoption of any law, rule, regulation or treaty (excluding the taking effect after the Closing Date of a law, rule, regulation or treaty adopted prior to the Closing Date), (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. It is understood and agreed that (i) the Dodd–Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203, H.R. 4173), all Laws relating thereto and all interpretations and applications thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall, for the purpose of this Agreement, be deemed to be adopted subsequent to the Closing Date.
 “ Change of Control ” means, the following after the Closing Date, (a) any Person (other than a Permitted Holder) or (b) Persons (other than one or more Permitted Holders) constituting a “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), becoming the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) (excluding (x) any employee benefit plan of such Person and its subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (y) any underwriter in connection with an initial public offering), directly or indirectly, of Equity Interests of the Borrower representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower and the percentage of aggregate ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented by the Equity Interests of the Borrower beneficially owned, directly or indirectly, in the aggregate by the Permitted Holders (it being understood and agreed that for purposes of measuring beneficial ownership held by any Person that is not a Permitted Holder, Equity Interests held by any Permitted Holder will be excluded), unless the Permitted Holders have, at such time, directly or indirectly, the right or the ability by proxy, voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of the Borrower.
 For purposes of this definition, if any Person or “group” includes one or more Permitted Holders, the issued and outstanding Equity Interests of the Borrower directly or indirectly held by the Permitted Holders that
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 are part of such Person or “group” shall not be treated as being owned by such Person or “group” for purposes of determining whether a Change of Control is triggered.
 Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (x) the Borrower or any Parent Company becomes a direct or indirect wholly owned Subsidiary of another Person and (y) (i) the shares of the Borrower’s or such Parent Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of such Person immediately after giving effect to such transaction or (ii) immediately following that transaction, no Person (other than a Permitted Holder) is the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the voting power of the Voting Stock of such Person.
 “ Charge ” means any charge, fee, expense, expenditure, cost, loss, accrual, reserve of any kind and any other deduction included in the calculation of Consolidated Net Income.
 “ Class ” (a) when used with respect to Lenders, refers to whether such Lenders have Loans or Commitments with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Closing Date Term A-1 Loan Commitments, Closing Date Term A-2 Loan Commitments, Amendment No. 1 Term B Loan Commitments, Revolving Commitments, Incremental Revolving Commitments, Other Revolving Commitments, Incremental Term Commitments, Commitments in respect of any Class of Replacement Loans, Extended Revolving Commitments of a given Extension Series or Other Term Loan Commitments of a given Class of Other Loans, in each case not designated part of another existing Class and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Closing Date Term A-1 Loans, Closing Date Term A-2 Loans, Amendment No. 1 Term B Loans, Revolving Loans under the Closing Date Revolving Facility, Incremental Term Loans, Incremental Revolving Loans, Other Revolving Loans, Replacement Loans, Extended Term Loans, Loans made pursuant to Extended Revolving Commitments, or Other Term Loans, in each case not designated part of another existing Class. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have identical terms and conditions shall be construed to be in the same Class.
 “ Closing Date ” means the first date on which all the conditions in Section 4.01 are satisfied or waived in accordance with Section 10.01, and the Closing Date Term Loans are made to the Borrower pursuant to Section 2.01(1), which date was April 1, 2026.
 “ Closing Date Subordinated Shareholder Loan ” has the meaning specified in the definition of “Subordinated Shareholder Loan”.
 “ Closing Date Loans ” means the Closing Date Term Loans and any Closing Date Revolving Borrowing.
 “ Closing Date Revolving Borrowing ” means one or more Borrowings of Revolving Loans on the Closing Date pursuant to Section 2.01(3) in accordance with the requirements specified or referred to in Section 6.14.
 “ Closing Date Revolving Facility ” means the Revolving Facility made available by the Revolving Lenders as of the Closing Date.
 “ Closing Date Term A-1 Loan Commitment ” means, as to any Person, its obligation to make a Closing Date Term A-1 Loan to the Borrower in an aggregate amount not to exceed the amount specified opposite such Person’s name on Schedule 2.01 under the caption “Closing Date Term A-1 Loan Commitment” or in the Assignment and Assumption (or Affiliated Lender Assignment and Assumption) pursuant to which such Person becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this
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 Agreement (including pursuant to Sections 2.14, 2.15 or 2.16). The initial aggregate amount of the Closing Date Term A-1 Loan Commitments is $750.0 million.
 “ Closing Date Term A-1 Loans ” means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).
 “ Closing Date Term A-2 Loan Commitment ” means, as to any Person, its obligation to make a Closing Date Term A-2 Loan to the Borrower in an aggregate amount not to exceed the amount specified opposite such Person’s name on Schedule 2.01 under the caption “Closing Date Term A-2 Loan Commitment” or in the Assignment and Assumption (or Affiliated Lender Assignment and Assumption) pursuant to which such Person becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including pursuant to Sections 2.15 or 2.16). The initial aggregate amount of the Closing Date Term A-2 Loan Commitments is $250.0 million.
 “ Closing Date Term A-2 Loans ” means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(2).
 “ Closing Date Term Loan Commitment ” means the Closing Date Term A-1 Loan Commitment and the Closing Date Term A-2 Loan Commitment.
 “ Closing Date Term Loans ” means the Closing Date Term A-1 Loans and the Closing Date Term A-2 Loans.
 “ CME Term SOFR Administrator ” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).
 “ Code ” means the U.S. Internal Revenue Code of 1986, as amended.
 “ Collateral ” means all the “Collateral” (or equivalent term) as defined in any Collateral Document.
 “ Collateral Agent ” has the meaning specified in the introductory paragraph to this Agreement.
 “ Collateral and Guarantee Requirement ” means, at any time, the requirement that:
 (1)    the Collateral Agent shall have received each Collateral Document required to be delivered (a) on the Closing Date pursuant to Sections 4.01(1)(c) and 4.01(1)(d) or (b) pursuant to any Security Agreement or Sections 6.12 or 6.14 at such time required by any Security Agreement or by such Sections to be delivered, in each case, duly executed by each Loan Party that is party thereto;
 (2)    all Obligations shall have been unconditionally guaranteed by (a) each Restricted Subsidiary of the Borrower that is a wholly owned Material Subsidiary (other than any Excluded Subsidiary) which as of the Closing Date shall include those that are listed on Schedule 1.01(1) hereto and (b) any Restricted Subsidiary of the Borrower that Guarantees (or is the borrower or issuer of) (i) any Junior Indebtedness or (ii) any Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Debt (the Persons in the preceding clauses (a) through (c) collectively, the “ Guarantors ”);
 (3)    except to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guaranty shall have been secured by a perfected security interest, subject only to Liens permitted by Section 7.01 , on:
 (a)    all the Equity Interests of, to the extent directly owned by a Loan Party, the Subsidiary Guarantors,
 (b)    all Equity Interests of each wholly owned Material Domestic Subsidiary (to the extent such Material Domestic Subsidiary is not an Excluded Subsidiary), and
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 (c)    all of the issued and outstanding Equity Interests of each wholly owned Material Subsidiary that is directly owned by a Loan Party (in each case, to the extent such Material Subsidiary is not an Excluded Subsidiary, other than an Excluded Subsidiary under clause (1) or (2) of the definition thereof solely by virtue of being a Non-Specified Jurisdiction Subsidiary);
 (4)    except to the extent otherwise provided hereunder or under any Collateral Document, including subject to Liens permitted by Section 7.01, and in each case subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents, the Obligations and the Guaranty shall have been secured by a security interest in substantially all tangible and intangible personal property of the Borrower and each Guarantor (including accounts, inventory, equipment, investment property, contract rights, intellectual property that is registered, issued or applied for in the United States, and proceeds of the foregoing) (in each case, other than Excluded Assets), in each case,
 (a)    that has been perfected (to the extent such security interest may be perfected) by
     (i)    delivering certificated securities and instruments, in which a security interest can be perfected by physical possession or control, in each case to the extent expressly required hereunder or any Security Agreement (solely in respect of any promissory note in excess of $56.5 million, Indebtedness of any Restricted Subsidiary that is not a Guarantor that is owing to any Loan Party (which may be evidenced by the Intercompany Note and pledged to the Collateral Agent) and certificated Equity Interests of the Borrower and wholly owned Restricted Subsidiaries of the Borrower that are Material Subsidiaries otherwise required to be pledged pursuant to the Collateral Documents to the extent required under clause (3) above),
     (ii)    filing financing statements under the Uniform Commercial Code of any applicable jurisdiction or, to the extent expressly contemplated by a Security Agreement, similar filings under applicable law of a Collateral Jurisdiction,
     (iii)    making any necessary filings with the United States Patent and Trademark Office or United States Copyright Office; and
 (b)     with the priority required by the Collateral Documents; provided that any such security interests in the Collateral shall be subject to the terms of the Intercreditor Agreements to the extent expressly required by this Agreement.
 The foregoing definition shall not require, and the Loan Documents shall not contain any requirements as to (i) the creation, perfection or maintenance of pledges of, or security interests in, mortgages on, or the obtaining of surveys, abstracts or appraisals or taking other actions with respect to, any Excluded Assets (ii) the guarantee of intercompany indebtedness of any Loan Party that is a U.S. Person (or a U.S. DRE) by any Loan Party that is not a U.S. Person (including, for purposes of this sentence, a U.S. DRE substantially all of whose assets consist (directly or indirectly through one or more flow-through entities) of the equity interests and/or indebtedness of one or more non-U.S. Persons) or (iii) the pledge by any such non-U.S. Person of its assets (or a pledge of its equity) to secure the intercompany indebtedness described in clause (ii).
 The Collateral Agent may grant extensions of time for the creation, perfection or maintenance of security interests in particular assets (including extensions beyond the Closing Date for the creation, perfection or maintenance of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that creation, perfection or maintenance cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.
 Notwithstanding anything to the contrary, there shall be (I) no actions required by the Laws of any jurisdiction other than a Collateral Jurisdiction under the Loan Documents in order to create any security interests in
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 any assets or to perfect or make enforceable such security interests in any assets (and, with respect to intellectual property, such actions shall only be required in the United States and shall only be required with respect to intellectual property that is registered, issued or applied for in the United States) and (II) no Guarantees or Collateral Documents (including security agreements and pledge agreements) governed under the laws of any jurisdiction other than a Collateral Jurisdiction. Notwithstanding anything else provided in the Loan Documents, the Borrower may, in its sole discretion elect to join any Excluded Subsidiary or any Parent Company that is not already a Guarantor as a Guarantor subject to (x) the jurisdiction of incorporation of such Excluded Subsidiary or such Parent Company being a Permitted Jurisdiction and (y) guarantee, collateral and security provisions reasonably acceptable to the Administrative Agent to be negotiated in good faith (the “ Excluded Subsidiary Joinder Exception ”); provided that to the extent any Excluded Subsidiary or such Parent Company is joined pursuant to the Excluded Subsidiary Joinder Exception, any requirements under this Collateral and Guarantee Requirement and any related provisions under the Loan Documents (including the definition of “Excluded Assets”) as applied to such Excluded Subsidiary (solely to the extent any such provision would not otherwise have applied in respect of such Excluded Subsidiary if it were a Restricted Subsidiary that did not constitute a Loan Party) may be modified (including with respect to the addition of customary limitations for syndicated loans applicable to the provision of guarantees and collateral in the applicable non-U.S. jurisdiction) as reasonably determined by the Borrower and the Administrative Agent.
 No perfection through control agreements or perfection by “control” shall be required with respect to any assets (other than to the extent required under clause (4)(a)(i) above) under the Loan Documents. There shall be no (x) requirement to obtain any landlord waivers, estoppels or collateral access letters or (y) requirement to perfect a security interest in any letter of credit rights, other than by the filing of a UCC financing statement or a similar filing under the applicable laws of any applicable Collateral Jurisdiction.
 “ Collateral Documents ” means, collectively, the Security Agreements, the Intellectual Property Security Agreements, each of the collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent, Collateral Agent or the Lenders pursuant to Sections 4.01(1)(c), 4.01(1)(d), 6.12 or 6.14 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 the Secured Parties.
 “ Collateral Jurisdictions ” means (x) the United States and (y) the jurisdiction of organization of a Loan Party that becomes a Guarantor pursuant to the Borrower’s option within the definition of Guarantor, but solely with respect to the assets of such new Loan Party, and the Equity Interests of such new Loan Party.
 “ Commitment ” means a Revolving Commitment, Incremental Revolving Commitment, Closing Date Term A-1 Loan Commitment, Closing Date Term A-2 Loan Commitment, Amendment No. 1 Term B Loan Commitment, Incremental Term Commitment, Other Revolving Commitment, Other Term Loan Commitment, Extended Revolving Commitment of a given Extension Series, or any commitment in respect of Replacement Loans, as the context may require.
 “ Commitment Fee Rate ” means a percentage per annum equal to the Applicable Rate set forth in the “Commitment Fee Rate” column of the chart in clause (c) of the definition of “Applicable Rate.”
 “ Committed Loan Notice ” means a notice of (1) a Borrowing with respect to a given Class of Loans, (2) a conversion of Loans of a given Class from one Type to the other or (3) a continuation of Term Benchmark Loans of a given Class, pursuant to Section 2.02(1), which, if in writing, shall be substantially in the form of Exhibit A-1 , or such other form as may be approved by the Administrative Agent and the Borrower (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent and the Borrower), appropriately completed and signed by a Responsible Officer of the Borrower.
 “ 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.
 “ Compensation Period ” has the meaning specified in Section 2.12(3)(b).
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 “ Compliance Certificate ” means a certificate substantially in the form of Exhibit C and which certificate shall in any event be a certificate of a Financial Officer of the Borrower:
 (1)    certifying as to whether a Default has occurred and is continuing and, if applicable, specifying the details thereof and any action taken or proposed to be taken with respect thereto (in each case, other than any Default with respect to which the Administrative Agent has otherwise obtained notice in accordance with Section 6.03(1)),
 (2)    in the case of financial statements delivered under Section 6.01(1), setting forth reasonably detailed calculations of (i) Excess Cash Flow for each fiscal year commencing with the financial statements for the fiscal year ending March 31, 2028 to the extent a payment would be required under Section 2.05(2)(a) and (ii) the Net Proceeds received during the applicable period (after the Closing Date in the case of the fiscal year ending March 31, 2027) by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Asset Sale or Casualty Event subject to prepayment pursuant to Section 2.05(2)(b)(i) and the portion of such Net Proceeds that has been invested or is intended to be reinvested in accordance with Section 2.05(2)(b)(ii), and
 (3)    setting forth (w) a calculation of the Total Net Leverage Ratio as of the last day of the most recently ended Test Period, (x) a calculation of the Interest Coverage Ratio as of the last day of the most recently ended Test Period, (y) whether such Total Net Leverage Ratio as of the last day of the most recently ended Test Period or such Interest Coverage Ratio as of the last day of the most recently ended Test Period, as applicable, is in compliance with the required level for such Test Period and (z) whether the Total Net Leverage Ratio as of the last day of the most recently ended Test Period would result in a change in the “Pricing Level” as set forth in the definition of “Applicable Rate” for the Revolving Facility.
 “ Conforming Accounting Report ” has the meaning specified in Section 6.01(1).
 “ Consolidated Current Assets ” means, as at any date of determination, the total assets of the Borrower and the Restricted Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents, amounts related to current or deferred taxes based on income or profits, assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees, derivative financial instruments and any assets in respect of Hedge Agreements, and excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition.
 “ Consolidated Current Liabilities ” means, as at any date of determination, the total liabilities of the Borrower and the Restricted Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding (A) the current portion of any Funded Debt, (B) the current portion of interest, (C) accruals for current or deferred taxes based on income or profits, (D) accruals of any costs or expenses related to restructuring reserves or severance, (E) Revolving Loans, Swing Line Loans and L/C Obligations under this Agreement or any other revolving loans, swingline loans and letter of credit obligations under any other revolving credit facility, (F) the current portion of any Capitalized Lease Obligation, (G) deferred revenue arising from cash receipts that are earmarked for specific projects, (H) liabilities in respect of unpaid earn-outs, (I) the current portion of any other long-term liabilities, (J) accrued litigation settlement costs and (K) any liabilities in respect of Hedge Agreements, and, furthermore, excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition.
 “ Consolidated Depreciation and Amortization Expense ” means, with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person and its Restricted Subsidiaries, including the amortization of intangible assets, deferred financing fees, debt issuance costs, commissions, fees and expenses and the amortization of Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.
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 “ Consolidated EBITDA ” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period:
 (1)    increased (without duplication) by the following, in each case (other than clauses (h), (l) and (p)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period:
 (a)    total interest expense and, to the extent not reflected in such total interest expense, any losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such Hedging Obligations or such derivative instruments, and bank and letter of credit fees, letter of guarantee and bankers’ acceptance fees and costs of surety bonds in connection with financing activities, together with items excluded from the definition of “Consolidated Interest Expense” pursuant to the definition thereof; plus
 (b)    provision for Taxes based on income, profits, revenue or capital, including federal, foreign and state income, franchise, excise, value added and similar Taxes, property Taxes and similar Taxes, and foreign withholding Taxes paid or accrued during such period (including any future Taxes or other levies that replace or are intended to be in lieu of Taxes, and any penalties and interest related to Taxes or arising from tax examinations) and the net Tax expense associated with any adjustments made pursuant to the definition of “Consolidated Net Income,” and any payments to a Parent Company in respect of such Taxes permitted to be made hereunder; plus
 (c)    Consolidated Depreciation and Amortization Expense for such period; plus
 (d)    any other non-cash Charges, including any write-offs or write-downs reducing Consolidated Net Income for such period ( provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (i) the Borrower in its sole discretion may determine not to add back such non-cash Charge in the current period and (ii) to the extent the Borrower does decide to add back such non-cash Charge, the cash payment in respect thereof, with the exception of any cash payments related to the settlement of deferred compensation balances awarded prior to the Closing Date, in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus
 (e)    Charges consisting of income attributable to minority interests and non-controlling interests of third parties in any non-wholly owned Restricted Subsidiary, excluding cash distributions in respect thereof, and the amount of any reductions in arriving at Consolidated Net Income resulting from the application of Accounting Standards Codification Topic No. 810, Consolidation ; plus
 (f)    (i) the amount of board of director fees and any management, monitoring, consulting, transaction, transition, advisory and other fees (including transaction and termination fees) and indemnities and expenses paid or accrued in such period under the Registration Rights Agreement or otherwise to the extent permitted under Section 6.17 and (ii) the amount of payments made to optionholders of such Person or any Parent Company in connection with, or as a result of,…