SEC Filing | Concentrix Corporation

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cnxc-20230421

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 21, 2023

CONCENTRIX CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	001-39494	27-1605762
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


39899 Balentine Drive, Newark, California						94560
(Address of principal executive offices)						(Zip Code)

(800) 747-0583

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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


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

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

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

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	CNXC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

INTRODUCTORY NOTE

As previously disclosed, on March 29, 2023, Concentrix Corporation (“Concentrix” or the “Company”) announced the entrance into an agreement to combine with Webhelp, a leading provider of customer experience (CX) solutions with significant operations and client relationships in Europe, Latin America and Africa. Concentrix and OSYRIS S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg and a direct wholly owned subsidiary of the Company (“Purchaser”), entered into a binding put option letter agreement (the “Put Option”) with certain stockholders of Marnix Lux SA, a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg (“Webhelp Parent”) and the parent company of the Webhelp business. Pursuant to the Put Option, the Company and Purchaser have committed to acquire all of the issued and outstanding capital stock of Webhelp Parent from the holders thereof, subject to the terms and conditions of the Share Purchase and Contribution Agreement (the “SPA”) in the agreed form set forth as Schedule 3 to the Put Option. Subject to the terms and conditions of the Put Option and the SPA, including the satisfaction of certain closing conditions, the combination of the Concentrix and Webhelp businesses (the “Webhelp Combination”) is expected to be completed before the end of the year.

Item 1.01. Entry into a Material Definitive Agreement.

In connection with the Webhelp Combination, on April 21, 2023, Concentrix entered into an Amendment and Restatement Agreement (the “Amendment Agreement”) with the lenders party thereto, JPMorgan Chase Bank, N.A. and Bank of America, N.A. to amend and restate Concentrix’ Credit Agreement dated as of October 16, 2020 (as so amended and restated, the “Restated Credit Agreement”).

The Restated Credit Agreement provides for the extension of a senior unsecured revolving credit facility not to exceed an aggregate principal amount of $1.0425 billion. The Restated Credit Agreement also provides for a senior unsecured term loan facility in an aggregate principal amount not to exceed approximately $2.1447 billion, of which $1.85 billion is outstanding and approximately $294.7 million of which is available to be drawn on a delayed draw basis (the “Delayed Draw Term Loans”), subject to customary conditions, concurrent with closing of the Webhelp Combination. Aggregate borrowing capacity under the Restated Credit Agreement may be increased by up to an additional $500 million by increasing the amount of the revolving credit facility or by incurring additional term loans, in each case subject to the satisfaction of certain conditions set forth in the Restated Credit Agreement, including the receipt of additional commitments for such increase.

The date on which the Delayed Draw Term Loans under the Restated Credit Agreement will be funded must be no later than five business days after the End Date (as defined in the SPA), which may be extended pursuant to the SPA. The lenders’ obligation to fund the Delayed Draw Term Loans on the closing date of the Webhelp Combination is subject to several customary conditions, including, among others, consummation of the Webhelp Combination. The proceeds of the Delayed Draw Term Loans on the closing date of the Webhelp Combination will be used to finance a portion of the Webhelp Combination and any related refinancing, together with the payment of related fees and expenses. The revolving credit facility is, subject to customary conditions, available for general corporate purposes and any other purpose not prohibited by the Restated Credit Agreement.

The maturity date of the Restated Credit Agreement remains December 27, 2026, subject, in the case of the revolving credit facility, to two one-year extensions upon Concentrix’ prior notice to the lenders and the agreement of the lenders to extend such maturity date. The outstanding principal amount of the term loan is payable in quarterly installments in an amount equal to 1.25% of the existing principal balance, plus any Delayed Draw Term Loans advanced on the closing date of the Webhelp Combination, commencing on December 31, 2024, with the outstanding principal amount of the term loans due in full on the maturity date.

Borrowings under the Restated Credit Agreement bear interest, in the case of SOFR rate loans, at a per annum rate equal to the applicable SOFR rate (but not less than 0.0%), plus an applicable margin, which ranges from 1.125% to 2.00%, based on the credit ratings of Concentrix’ senior unsecured non-credit enhanced long-term indebtedness for borrowed money plus a credit spread adjustment to the SOFR rate of 0.10%. Borrowings under the

Restated Credit Agreement that are base rate loans bear interest at a per annum rate (but not less than 1.0%) equal to (i) the greatest of (A) the Prime Rate (as defined in the Restated Credit Agreement) in effect on such day, (B) the NYFRB Rate (as defined in the Restated Credit Agreement) in effect on such day plus 1/2 of 1.0%, and (C) the adjusted one-month term SOFR rate plus 1.0% per annum, plus (ii) an applicable margin, which ranges from 0.125% to 1.00%, based on the credit ratings of Concentrix’ senior unsecured non-credit enhanced long-term indebtedness for borrowed money.

The Restated Credit Agreement contains certain loan covenants that are customary for credit facilities of this type and that restrict the ability of Concentrix and its subsidiaries to take certain actions, including the creation of liens, mergers or consolidations, changes to the nature of their business, and, solely with respect to subsidiaries of Concentrix, incurrence of indebtedness. In addition, the Restated Credit Agreement contains financial covenants that require Concentrix to maintain at the end of each fiscal quarter, (i) a consolidated leverage ratio (as defined in the Restated Credit Agreement) not to exceed 3.75 to 1.0 (or for certain periods following certain qualified acquisitions, 4.25 to 1.0) and (ii) a consolidated interest coverage ratio (as defined in the Restated Credit Agreement) equal to or greater than 3.00 to 1.0. The Restated Credit Agreement also contains various customary events of default, including payment defaults, defaults under certain other indebtedness, and a change of control of Concentrix. The administrative agent under the Restated Credit Agreement is JPMorgan Chase Bank, N.A.

As of the effective date of the Amendment Agreement, none of Concentrix’ subsidiaries guarantee the obligations under the Restated Credit Agreement.

The foregoing description of the Amendment Agreement and the Restated Credit Agreement is qualified in its entirety by reference to the full text of the Amendment Agreement and the Restated Credit Agreement attached as Annex A to the Amendment Agreement, copies of which are filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated in this Item 1.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

As previously disclosed, Concentrix entered into a commitment letter (as it may be amended from time to time, the “Bridge Commitment Letter”), under which JPMorgan Chase Bank, N.A. and certain other financing institutions joining thereto pursuant to the terms thereof committed to provide a 364-day bridge loan facility in an aggregate principal amount of $5.29 billion (the “Bridge Facility”) consisting of (i) a $1.85 billion tranche of term bridge loans (the “Term Loan Amendment Bridge Facility”), (ii) a $1.0 billion tranche of revolving commitments (the “Revolving Amendment Bridge Facility”) and (iii) a $2.44 billion tranche of term bridge loans (the “Term Loan Acquisition Bridge Facility”), each subject to the satisfaction of certain customary closing conditions including the consummation of the Webhelp Combination. On April 21, 2023, (i) the $1.85 billion commitment with respect to the Term Loan Amendment Bridge Facility and the $1.0 billion commitment with respect to the Revolving Amendment Bridge Revolving Facility were each reduced to zero, and (ii) the $2.44 billion commitment with respect to the Term Loan Acquisition Bridge Facility was reduced by approximately $294.7 million, in each case, in connection with Concentrix entering into the Restated Credit Agreement.

Additional Information and Where to Find It

In connection with the proposed transaction between the Company and Webhelp, the Company plans to file relevant materials with the SEC, including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement to each stockholder entitled to

vote at the special meeting relating to the transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement, and other relevant materials in connection with the transaction (when they become available) and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) and the Company’s website at www.concentrix.com.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Information regarding the interests of such individuals in the proposed transaction will be included in the proxy statement relating to such transaction when it is filed with the SEC. You may obtain information about the Company’s executive officers and directors in the Company’s definitive proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on February 9, 2023. To the extent holdings of such participants in the Company’s securities are not reported, or have changed since the amounts described in the proxy statement for the 2023 annual meeting of stockholders, such changes have been reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Concentrix’ website at www.concentrix.com.

Information for U.S. Persons holding Marnix Lux Shares

This proposed business combination is made for the securities of a non-U.S. company. The offer is subject to disclosure and procedural requirements in France and other non-U.S. jurisdictions that are different from those of the United States. The proposed transaction will be structured to comply with the securities laws and regulations in France, the United States and other applicable jurisdictions that are applicable to transactions of this type.

It may be difficult for U.S. holders of Marnix Lux shares to enforce their rights and any claims they may have arising under the federal securities laws of the United States, since Marnix Lux is incorporated in a non-U.S. jurisdiction, and some or all of its officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.

Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include, but are not limited to, statements regarding the combination with Webhelp and the timing thereof, including the satisfaction of closing conditions and the timing thereof, the exercise of the Put Option and the execution of the SPA, and statements that include words such as believe, expect, may, will, provide, could and should and other similar expressions. These forward-looking statements are inherently uncertain and involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things: risks related to the proposed transaction, including that the proposed transaction will not be consummated; the ability to satisfy the closing conditions to the proposed transaction in a timely manner, on acceptable terms or at all; conditions in the credit markets and the ability to obtain financing for the proposed transaction on a favorable basis, if at all; fluctuations in currency exchange rates and their impact on the U.S. dollar cost for Euro-denominated obligations; the ability to retain key employees and successfully integrate the Webhelp business; the Company’s

ability to realize estimated cost savings, synergies or other anticipated benefits of the proposed transaction, or that such benefits may take longer to realize than expected; diversion of management’s attention; the potential impact of the announcement or consummation of the proposed acquisition on relationships with clients and other third parties; the unfavorable outcome of any legal proceedings that may be instituted against the Company, Webhelp Parent, the Sellers or the combined company; and other risks related to the Company’s and Webhelp’s businesses, including risks related to general economic conditions, cyberattacks on the Company’s or Webhelp’s networks and information technology systems, the loss of key personnel or the inability to attract and retain staff, increases in the cost of labor, the effects of communicable diseases, natural disasters, adverse weather conditions or public health crises, competitive conditions in the Company’s industry, higher than expected tax liabilities, the demand for CX solutions and technology, changes in law, and other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2022 filed with the Securities and Exchange Commission and subsequent SEC filings. The Company does not undertake a duty to update forward-looking statements, which speak only as of the date on which they are made.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.						Description
10.1						Amendment and Restatement Agreement, dated as of April 21, 2023, by and among Concentrix Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., and Bank of America, N.A.

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

SIGNATURE

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


Date: April 26, 2023	CONCENTRIX CORPORATION

	By:	/s/ Jane C. Fogarty
		Jane C. Fogarty Executive Vice President, Legal

Document

Exhibit 10.1

EXECUTION VERSION

AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 21, 2023 (this “Agreement”), among CONCENTRIX CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto, the L/C ISSUERS party hereto, JPMORGAN CHASE BANK, N.A., as successor administrative agent (in such capacity, the “Administrative Agent”), and BANK OF AMERICA, N.A., as the Existing Administrative Agent, the Existing L/C Issuer and the Existing Swing Line Lender.

WHEREAS, reference is made to that certain Credit Agreement dated as of October 16, 2020 (as amended, supplemented or otherwise modified from time to time prior to the Restatement Effective Date (as defined below), the “Existing Credit Agreement”), among the Borrower, the Guarantors party thereto, the Lenders party thereto (collectively, the “Existing Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Existing Administrative Agent”), the swing line lender (in such capacity, the “Existing Swing Line Lender”) and an L/C issuer (in such capacity, the “Existing L/C Issuer”).

WHEREAS, the Borrower has requested that the Existing Credit Agreement, including the Schedules and Exhibits thereto, be amended and restated as provided herein and that, in connection therewith, (a) the Guarantors (as defined in the Existing Credit Agreement) be released from their obligations under the Collateral Documents (as defined in the Existing Credit Agreement) and their obligations under Article IV of the Existing Credit Agreement and (b) all Liens created in favor of the Existing Administrative Agent, for the benefit of the holders of the Obligations (as defined in the Existing Credit Agreement), pursuant to the Collateral Documents be released and terminated, in each case, as further described below.

WHEREAS, the Borrower has requested the establishment, on the Restatement Effective Date (as defined below), of the New Term A Loan Commitments, the Delayed Draw Term A Loan Commitments and additional Revolving Commitments, in each case, as further described below.

WHEREAS, each of JPMorgan Chase Bank, N.A., BofA Securities, Inc., HSBC Bank USA, National Association, MUFG Bank, Ltd., PNC Capital Markets LLC, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, The Toronto-Dominion Bank, New York Branch, Truist Securities, Inc., U.S. Bank National Association and Wells Fargo Securities, LLC has been appointed to act, and has agreed to act, as a joint lead arranger and joint bookrunner with respect to this Agreement and the transactions contemplated hereunder (collectively, the “Arrangers”).

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1.Capitalized Terms; Rules of Construction. Capitalized terms (including in the recitals hereto) used but not defined herein shall, unless otherwise specified, have the meanings assigned to such terms in the Restated Credit Agreement. The rules of interpretation set forth in Section 1.02 of the Restated Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

SECTION 2.Revolving Commitments; Term A Loans.

(a)Revolving Commitments; L/C Issuer; Swing Line Lender.

(i)Revolving Commitments. (A) Subject to the terms and conditions set forth herein and in the Restated Credit Agreement, each Person party hereto whose name is set forth on Schedule 2.01 hereto under the heading “Revolving Lenders” (each such Person, a “Revolving Lender”) agrees that, on and as of the Restatement Effective Date, such Revolving Lender shall have a Revolving Commitment in an amount set forth under the heading “Revolving Commitments” opposite its name on Schedule 2.01 hereto and shall be entitled to all the rights of,

and be bound by all of the obligations of, Lenders with Revolving Commitments under the Restated Credit Agreement and the other Loan Documents.

(B)Each party hereto acknowledges and agrees that, on and as of the Restatement Effective Date, Schedule 2.01 hereto sets forth all the Revolving Commitments of all the Revolving Lenders in effect on and as of the Restatement Effective Date, and that no Person whose name does not appear on Schedule 2.01 hereto under the heading “Revolving Lenders” shall have, or shall be deemed to have, on and as of the Restatement Effective Date, a Revolving Commitment under the Restated Credit Agreement or be a Revolving Lender thereunder. Without limiting the foregoing, the Revolving Commitment (as defined in the Existing Credit Agreement) of each Person whose name is set forth on Schedule 2.01 hereto under the heading “Exiting Revolving Lenders” (each such Person, an “Exiting Revolving Lender”) shall terminate on and as of the Restatement Effective Date and such Person shall cease to be a Revolving Lender under the Restated Credit Agreement and, in such capacity, shall cease to have any obligations under, and shall cease to be a party to, the Restated Credit Agreement.

(ii)L/C Issuer. JPMorgan Chase Bank, N.A. hereby agrees that, on and as of the Restatement Effective Date, it shall be an L/C Issuer under the Restated Credit Agreement and shall have, on and as of the Restatement Effective Date, an L/C Commitment in the amount set forth opposite its name on Schedule 2.03 attached to the Restated Credit Agreement and shall be entitled to all of the rights of, and be bound by all of the obligations of, an L/C Issuer under the Restated Credit Agreement and the other Loan Documents. It is understood and agreed that, on and as of the Restatement Effective Date, Bank of America, N.A. shall cease to be an L/C Issuer, but shall continue to be entitled to the benefits of Sections 2.03, 3.01, 3.04 and 11.04 of the Restated Credit Agreement, as well as all the other exculpatory, reimbursement and indemnification provisions set forth in any Loan Document for the benefit of the L/C Issuers, in each case, with respect to any action taken or omitted to be taken by it while it was acting as an L/C Issuer (as defined in the Existing Credit Agreement).

(iii)Swing Line Lender. JPMorgan Chase Bank, N.A. hereby agrees that, on and as of the Restatement Effective Date, it shall be the Swing Line Lender under the Restated Credit Agreement, and shall be entitled to all of the rights of, and be bound by all of the obligations of, the Swing Line Lender under the Restated Credit Agreement and the other Loan Documents. It is understood and agreed that, on and as of the Restatement Effective Date, Bank of America, N.A. shall cease to be the Swing Line Lender, but shall continue to be entitled to the benefits of Sections 2.04, 3.01, 3.04 and 11.04 of the Restated Credit Agreement, as well as all the other exculpatory, reimbursement and indemnification provisions set forth in any Loan Document for the benefit of the Swing Line Lender, in each case, with respect to any action taken or omitted to be taken by it while it was acting as the Swing Line Lender (as defined in the Existing Credit Agreement).

(b)Term A Loans.

(i)Existing Term A Loans. (A) Subject to the terms and conditions set forth herein and in the Restated Credit Agreement, the Borrower and each Person party hereto whose name is set forth on Schedule 2.01 hereto under the heading “Continuing Term A Lenders” (each such Person, a “Continuing Term A Lender”) agree that, on and as of the Restatement Effective Date, the entire principal amount of the Term A Loan outstanding on the Restatement Effective Date under, and as defined in, the Existing Credit Agreement (the “Existing Term A Loans”) held by such Continuing Term A Lender shall continue to be outstanding as a Term A Loan pursuant to the terms and conditions of the Restated Credit Agreement and the other Loan Documents. In furtherance of the foregoing, the Borrower and each Continuing Term A Lender agree that, on and as of the Restatement Effective Date, such Continuing Term A Lender shall hold a Term A Loan in an amount set forth under the caption “Continuing Term A Loans” opposite its name on Schedule 2.01 hereto and shall be entitled to all the rights of, and be bound by all of the

obligations of, Lenders holding Term A Loans under the Restated Credit Agreement and the other Loan Documents.

(B)Notwithstanding anything to the contrary in Section 2.02 of the Restated Credit Agreement or anything to the contrary in the Existing Credit Agreement, the Existing Term A Loans continued as Term A Loans pursuant to Section 2(b)(i)(A) above shall, on and as of the Restatement Effective Date, be Term SOFR Loans with an Interest Period commencing on the Restatement Effective Date and ending on May 31, 2023. Each Continuing Term A Lender waives any “breakage” costs that it would otherwise be entitled to pursuant to Section 3.05 of the Existing Credit Agreement as a result of the transactions described in this paragraph.

(C)The entire principal amount of the Existing Term A Loan of each Person whose name is set forth on Schedule 2.01 hereto under the heading “Exiting Term A Lenders” (each such Person, an “Exiting Term A Lender”), together with accrued but unpaid interest thereon, shall be repaid by the Borrower on the Restatement Effective Date. Following such repayment, such Person shall cease to be a Term A Lender under the Restated Credit Agreement and, in such capacity, shall cease to have any obligations under, and shall cease to be a party to, the Restated Credit Agreement. The Lenders party hereto hereby consent to such repayment and confirm that the repayment pursuant to this paragraph shall not be subject to Section 2.13 of the Existing Credit Agreement or Section 2.13 of the Restated Credit Agreement.

(ii)New Term A Loans. (A) Subject to the terms and conditions set forth herein and in the Restated Credit Agreement, each Person party hereto whose name is set forth on Schedule 2.01 hereto under the heading “New Term A Lenders” (each such Person, a “New Term A Lender” and, collectively and together with the Continuing Term A Lenders, the “Term A Lenders”) severally agrees to make a term loan (a “New Term A Loan”) to the Borrower in Dollars in a single drawing on the Restatement Effective Date in a principal amount not to exceed the amount set forth under the heading “New Term A Loan Commitments” opposite its name on Schedule 2.01 hereto (such agreement being, with respect to each New Term A Lender, its “New Term A Loan Commitment”). Amounts paid or prepaid in respect of the New Term A Loans may not be reborrowed.

(B)The terms of the New Term A Loans shall be identical to the terms of the Existing Term A Loans continued as Term A Loans pursuant to Section 2(b)(i)(A) above, and the New Term A Loans and such Existing Term A Loans shall constitute the same Class of Loans for all purposes of the Restated Credit Agreement and the other Loan Documents (including, without limitation but subject to the prepayment described in Section 2(b)(i)(C) above, for purposes of participation on a pro rata basis as a single Class in any payment or prepayment of Term A Loans under the Restated Credit Agreement).

(C)Except as otherwise provided herein, the borrowing of New Term A Loans on the Restatement Effective Date shall be made in the manner contemplated by Section 2.02 of the Restated Credit Agreement; provided that, notwithstanding anything to the contrary in Section 2.02 of the Restated Credit Agreement, on the Restatement Effective Date the New Term A Loans shall be Term SOFR Loans with an Interest Period commencing on the Restatement Effective Date and ending on May 31, 2023, and the New Term A Loans and the Existing Term A Loans continued as Term A Loans pursuant to Section 2(b)(i)(A) above shall, on and as of the Restatement Effective Date, be part of the same Term SOFR Borrowing having such Interest Period. Notwithstanding anything to the contrary in Section 7.11 of the Restated Credit Agreement, the proceeds of the New Term A Loans will be used solely to effect the repayment described in Section 2(b)(i)(C) above.

(D)Unless previously terminated, the New Term A Loan Commitment of each New Term A Lender shall automatically terminate upon the earlier of (i) the funding of the New Term

A Loan by such Lender and (ii) 5:00 p.m., New York City time, on the Restatement Effective Date.

(c)General. On and after the Restatement Effective Date, (i) each reference to the terms “Term A Loan”, “Term Loan” and “Loan” in the Restated Credit Agreement and in each other Loan Document shall include the New Term A Loans and the Existing Term A Loans continued as Term A Loans pursuant to Section 2(b)(i)(A) above, (ii) each reference to “Term A Loan Commitment”, “Term Loan Commitment” and “Commitment” in the Restated Credit Agreement shall include the New Term A Loan Commitments and (iii) each reference to “Lender” in the Restated Credit Agreement and in each other Loan Document shall include the Revolving Lenders, the Continuing Term A Lenders and the New Term A Lenders.

SECTION 3.Delayed Draw Term A Loans.

(a)Subject to the terms and conditions set forth herein and in the Restated Credit Agreement, each Person party hereto whose name is set forth on Schedule 2.01 hereto under the heading “Delayed Draw Term A Lenders” (each such Person, an “Initial Delayed Draw Term A Lender” and, collectively and together with each other Person that becomes a Delayed Draw Term A Lender under, and as defined in, the Restated Credit Agreement, a “Delayed Draw Term A Lender”) agrees that, on and as of the Restatement Effective Date, such Initial Delayed Draw Term A Lender shall have a Delayed Draw Term A Loan Commitment in an amount set forth under the heading “Delayed Draw Term A Loan Commitments” opposite its name on Schedule 2.01 hereto and shall be entitled to all the rights of, and be bound by all of the obligations of, Lenders with Delayed Draw Term A Loan Commitments under the Restated Credit Agreement and the other Loan Documents.

(b)Subject to the terms and conditions set forth herein and in the Restated Credit Agreement, each Delayed Draw Term A Lender severally agrees to make a term loan (a “Delayed Draw Term A Loan”) to the Borrower in Dollars in a single drawing on the Delayed Draw Funding Date (as defined below) in a principal amount not to exceed its Delayed Draw Term A Loan Commitment. Amounts repaid or prepaid in respect of the Delayed Draw Term A Loans may not be reborrowed.

(c)On the Delayed Draw Funding Date, the Borrower shall be deemed to have represented and warranted that:

(i)the representations and warranties of the Loan Parties set forth in the Restated Credit Agreement or any other Loan Document are true and correct in all material respects (or in all respects if any such representation and warranty is already qualified by materiality) on and as of the Delayed Draw Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects if any such representation and warranty is already qualified by materiality); and

(ii)no Default exists or would result from the borrowing of the Delayed Draw Term A Loans or from the application of the proceeds thereof.

(d)Notwithstanding anything to the contrary in Section 3(c) above or in the Restated Credit Agreement, the obligation of each Delayed Draw Term A Lender to make a Delayed Draw Term A Loan and to honor any Request for Credit Extension with respect thereto shall be subject solely to the occurrence of the Restatement Effective Date and the satisfaction (or waiver by the Majority Delayed Draw Term A Lenders (as defined below)) of the conditions set forth in Annex B hereto.

(e)Except as otherwise provided herein, the borrowing of the Delayed Draw Term A Loans on the Delayed Draw Funding Date shall be made in the manner contemplated by Section 2.02 of the Restated Credit Agreement, provided that notwithstanding anything to the contrary in Section 2.02 of the Restated Credit Agreement, (i) a Loan Notice requesting the borrowing of the Delayed Draw Term A Loans may, at the Borrower’s option, be conditioned on the consummation (or substantially concurrent

consummation) of the Webhelp Acquisition on the date of the requested borrowing, in which case such Loan Notice may be withdrawn by the Borrower by e-mail notice to the Administrative Agent (which must be received by the Administrative Agent not later than the time by which the Delayed Draw Term A Lenders would be required to make available to the Administrative Agent their respective Delayed Draw Term A Loans as set forth in Section 2.02 of the Restated Credit Agreement) and (ii) on the Delayed Draw Funding Date the Delayed Draw Term A Loans shall increase, ratably, each then-outstanding Borrowing of the Term A Loans and shall become part of each such Borrowing (and shall constitute Term A Loans of the same Type as the other Term A Loans that are part of such Borrowing) and, in the case of any such Delayed Draw Term A Loans allocated to any such Borrowing that is a Term SOFR Borrowing, shall have an initial Interest Period equal to the remaining Interest Period applicable to such Term SOFR Borrowing.

(f)Notwithstanding anything to the contrary in Section 7.11 of the Restated Credit Agreement, the proceeds of the Delayed Draw Term A Loans will be used by the Borrower solely, together with cash on hand of the Borrower and its Subsidiaries, (i) to pay the aggregate cash consideration payable under the Webhelp Acquisition Agreement, (ii) to finance the Acquired Company Debt Repayment (as defined below) and, if applicable, to finance the repayment of certain other indebtedness of the Acquired Company and its Subsidiaries and (iii) to pay fees, costs and expenses incurred in connection with the Webhelp Acquisition and the other transactions relating thereto.

(g)Unless previously terminated, the Delayed Draw Term A Loan Commitment of each Delayed Draw Term A Lender shall automatically terminate on the earlier to occur of (i) upon the funding of the Delayed Draw Term A Loan by such Lender and (ii) the Delayed Draw Termination Date (as defined below). The Borrower agrees to notify the Administrative Agent promptly of the occurrence of the Delayed Draw Termination Date; provided that no notice shall be required if due to the occurrence of clause (c) of the definition of Delayed Draw Termination Date and such termination or expiration is publicly announced.

(h)From and after the making of any Delayed Draw Term A Loans on the Delayed Draw Funding Date, the provisions of the Restated Credit Agreement and the other Loan Documents applicable to the Term A Loans shall apply to the Delayed Draw Term A Loans. The terms of the Delayed Draw Term A Loans shall be identical to the terms of the other Term A Loans, and the Delayed Draw Term A Loans and the other Term A Loans shall constitute the same Class of Loans for all purposes of the Restated Credit Agreement and the other Loan Documents (including, without limitation, for purposes of participation on a pro rata basis as a single Class in any payment or prepayment of Term A Loans under the Restated Credit Agreement). Without limiting the foregoing, upon the making of Delayed Draw Term A Loans on the Delayed Draw Funding Date, (i) each reference to the terms “Term A Loan”, “Term Loan” and “Loan” in the Restated Credit Agreement and in each other Loan Document shall include the Delayed Draw Term A Loans and (ii) each reference to “Term A Lenders”, “Term Lenders” or “Lenders” in the Restated Credit Agreement and in each other Loan Document shall include the Lenders holding the Delayed Draw Term A Loans, and Lenders holding the Delayed Draw Term A Loans shall be entitled to all the rights of, and benefits accruing to, Term A Lenders under the Restated Credit Agreement and the other Loan Documents, and shall be bound by all agreements, acknowledgements and other obligations of the Term A Lenders under the Restated Credit Agreement and the other Loan Documents.

(i)The Delayed Draw Term A Loans are intended to be treated as fungible with the other Term A Loans, as such terms of the Term A Loans are amended as set forth in the Restated Credit Agreement, for U.S. Federal tax purposes. Unless otherwise required by applicable Law, none of Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with the immediately preceding sentence.

(j)For purposes of this Agreement:

“Acquired Company Debt Repayment” means repayment in full of all principal, premium, if any, interest, fees and other amounts due or outstanding under the senior facilities agreement initially dated as of 16 August 2019, among subsidiaries of the Acquired Company, the financial institutions party thereto as lenders and Wilmington Trust (London) Limited, as facility agent and security agent, and the termination of all the commitments thereunder, the cancellation of all letters of credit issued thereunder (or backstop thereof in the manner satisfactory to the issuer thereof) and discharge and release of all guarantees and liens existing in connection therewith.

“Delayed Draw Funding Date” means the first date on which all the conditions precedent specified in Annex B hereto are satisfied (or waived by the Majority Delayed Draw Term A Lenders).

“Delayed Draw Termination Date” means the earliest to occur of (a) five Business Days after the End Date (as defined in Section 8.1(b) of the Webhelp Acquisition Agreement included in the Webhelp Acquisition Documents provided to the Administrative Agent’s counsel as referred to in Section 1 of Annex B hereto and as the End Date may be (i) extended pursuant to Section 8.1(b) of the Webhelp Acquisition Agreement included in the Webhelp Acquisition Documents provided to the Administrative Agent’s counsel as referred to in Section 1 of Annex B hereto and (ii) further extended pursuant to Section 1.2 of the Webhelp Acquisition Agreement included in the Acquisition Documents provided to the Administrative Agent’s counsel as referred to in Section 1 of Annex B hereto), (b) the date of the consummation of the Webhelp Acquisition, effective immediately following such consummation, with or without the use of any Delayed Draw Term A Loans, and (c) the termination or expiration of the Webhelp Put Option Letter prior to the execution of the Webhelp Acquisition Agreement by all the contemplated parties thereto or, after the execution of the Webhelp Acquisition Agreement by all the contemplated parties thereto, the termination of the Webhelp Acquisition Agreement, in each case, in accordance with the terms thereof.

“Majority Delayed Draw Term A Lenders” means, at any time, Delayed Draw Term A Lenders having Delayed Draw Term Loan A Commitments representing more than 50% of the aggregate amount of Delayed Draw Term A Loan Commitments of all Lenders in effect at such time.

SECTION 4.Amendment and Restatement of the Existing Credit Agreement. Effective as of the Restatement Effective Date, the Existing Credit Agreement (including the Schedules and Exhibits thereto) is hereby amended and restated to read in its entirety as set forth on Annex A hereto (as so amended and restated, the “Restated Credit Agreement”).

SECTION 5.Concerning the Administrative Agent. It is agreed that, on and as of the Restatement Effective Date, (a) JPMorgan Chase Bank, N.A. shall become the Administrative Agent under the Restated Credit Agreement and the other Loan Documents, and shall be entitled to all of the rights of, and be bound by all of the obligations of, the Administrative Agent under the Restated Credit Agreement and the other Loan Documents, and (b) Bank of America, N.A. shall cease to be the Administrative Agent under the Existing Credit Agreement, and shall be discharged from all of its duties and obligations as the Administrative Agent under the Existing Credit Agreement and the other Loan Documents, except as expressly set forth in Section 8 below, but it (and its sub-agents and its and their respective Related Parties) shall continue to be entitled to the benefits of Article X and Section 11.04 of the Existing Credit Agreement, as well as all the other exculpatory, reimbursement and indemnification provisions set forth in any Loan Document (as defined in the Existing Credit Agreement) for the benefit of the “Administrative Agent”, in each case, with respect to any action taken or omitted to be taken by any of them while Bank of America, N.A. was acting as the Administrative Agent (as defined in the Existing Credit Agreement) or pursuant to Section 7 or Section 8 below. As used in this Section, the term

“Administrative Agent” shall have the meaning (i) with respect to Bank of America, N.A., set forth in the Existing Credit Agreement and (ii) with respect to JPMorgan Chase Bank, N.A., set forth in the Restated Credit Agreement.

SECTION 6.Representations and Warranties. The Borrower represents and warrants to the Administrative Agent, the Existing Administrative Agent and each of the Lenders party hereto that:

(a)This Agreement has been duly authorized, executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms (except for limitations on enforceability under Debtor Relief Laws and limitations on the availability of the remedy of specific performance imposed by the application of general equitable principles).

(b)The representations and warranties of the Borrower contained in Article VI of the Restated Credit Agreement are true and correct in all material respects (or in all respects if any such representation and warranty is already qualified by materiality) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or in all respects if any such representation and warranty is already qualified by materiality) as of such earlier date.

(c)No Default exists or would result from the effectiveness of this Agreement.

SECTION 7.Conditions to Restatement Effective Date. This Agreement shall become effective on the first date (the “Restatement Effective Date”) on which the following conditions precedent are satisfied or waived by the Lenders party hereto:

(a)Agreement. The Administrative Agent shall have received (i) from the Borrower, each Revolving Lender, each Continuing Term A Lender, each New Term A Lender, each Initial Delayed Draw Term A Lender, each L/C Issuer whose name is set forth on Schedule 2.03 to the Restated Credit Agreement, the Administrative Agent and the Existing Administrative Agent a counterpart of this Agreement signed on behalf of such Person and (ii) from the Borrower, the Disclosure Letter, signed on behalf of the Borrower (in each case, which, subject to Section 11.17(b) of the Restated Credit Agreement, may include any Electronic Signatures transmitted by email or other electronic means that reproduces an image of an actual executed signature page).

(b)Opinions of Counsel. The Administrative Agent shall have received an opinion of legal counsel to the Borrower, addressed to the Administrative Agent, each L/C Issuer and each Lender party hereto, dated the Restatement Effective Date and in form and substance reasonably acceptable to the Administrative Agent.

(c)Organization Documents, Resolutions, Etc. The Administrative Agent shall have received a certificate of the secretary or assistant secretary of the Borrower, dated the Restatement Effective Date, attaching or including (i) copies of the Organization Documents of the Borrower, certified by a secretary or assistant secretary of the Borrower to be true and correct as of the Restatement Effective Date, (ii) incumbency certificates (including specimen signatures) with respect to Responsible Officers of the Borrower, (iii) resolutions of the board of directors of the Borrower relating to this Agreement and the transactions contemplated hereby, and (iv) a certificate of good standing of the Borrower issued as of a recent date by the Secretary of State of the State of Delaware.

(d)Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated the Restatement Effective Date, certifying as to the accuracy of the conditions precedent set forth in Sections 6(b) and 6(c) above.

(e)Solvency Certificate. The Administrative Agent shall have received a certificate of the chief financial officer or principal accounting officer of the Borrower, dated the Restatement

Effective Date, certifying that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the transactions to occur on or prior to the Restatement Effective Date in connection with the entering into of this Agreement, are Solvent.

(f)Loan Notice; Notice of Loan Prepayment. At least two Business Days (or such shorter period as (x) with respect to clause (f)(i) below, the Administrative Agent may agree and (y) with respect to clause (f)(ii) below, the Existing Administrative Agent may agree) prior to the Restatement Effective Date, (i) the Administrative Agent shall have received a Loan Notice from the Borrower (A) in the case of the Existing Term A Loans that are continued as Term A Loans pursuant to Section 2(b)(i)(A) above, as to the continuation of such Loans as Term SOFR Loans for the Interest Period specified in Section 2(b)(i)(B) above and (B) in the case of the New Term A Loans, requesting the borrowing thereof and specifying the information with respect thereto required by Section 2.02 of the Restated Credit Agreement, it being agreed that such Loan Notice may be conditioned on the occurrence of the Restatement Effective Date and (ii) the Existing Administrative Agent shall have received a Notice of Loan Prepayment (as defined in the Existing Credit Agreement) from the Borrower with respect to the Existing Term A Loans required to be prepaid in accordance with Section 2(b)(i)(C) above, it being agreed that the prepayment specified in such Notice of Loan Prepayment may be conditioned on the occurrence of the Restatement Effective Date.

(g)Existing Credit Agreement. Substantially concurrently with the effectiveness of this Agreement, (i) the Borrower shall have repaid or paid to the Existing Administrative Agent, for the account of the applicable Existing Lenders, the Existing L/C Issuer or the Existing Swing Line Lender, as the case may be, (A) the principal of, and interest accrued on, the Existing Term A Loans required to be prepaid in accordance with Section 2(b)(i)(C) above, (B) all accrued and unpaid interest on the Loans outstanding under, and as defined in, the Existing Credit Agreement to the Restatement Effective Date, (C) all accrued fees owing to the Existing Lenders, the Existing L/C Issuer or the Existing Swing Line Lender under the Existing Credit Agreement to the Restatement Effective Date and (D) all other amounts, if any, owing under the Existing Credit Agreement to, or accrued under the Existing Credit Agreement for the account of, each Exiting Revolving Lender and each Exiting Term A Lender.

(h)Fees. The Borrower shall have paid all fees required to be paid to the Administrative Agent, the Arrangers and the Lenders on or before the Restatement Effective Date pursuant to the fee letters entered into by or among such Persons with respect to the transactions contemplated by this Agreement.

(i)Expenses. The Borrower shall have paid all out-of-pocket costs and expenses of the Administrative Agent and the Existing Administrative Agent required to be reimbursed on or before the Restatement Effective Date (including all fees, charges and disbursements of counsel to such Persons) pursuant to the Existing Credit Agreement or the Restated Credit Agreement, in each case, to the extent invoiced at least two Business Day prior to the Restatement Effective Date.

(j)KYC. The Administrative Agent and each Lender party hereto shall have received, to the extent requested by the Administrative Agent or such Lender at least five Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

The Existing Administrative Agent shall confirm to the Administrative Agent the satisfaction of the condition precedent set forth in Section 7(g) and, as to its costs and expenses, Section 7(i) above, it being understood and agreed that the Administrative Agent may rely upon, and shall not incur any liability for relying upon, such confirmation from the Existing Administrative Agent. Subject to its receipt of such confirmation, the Administrative Agent shall notify the Borrower, the Lenders, the L/C Issuers and the Existing Administrative Agent of the Restatement Effective Date, and such notice shall be conclusive and binding.

Without limiting the generality of the provisions of Section 10.02(a) of the Restated Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 7, each Lender and L/C Issuer that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or the Administrative Agent unless the Administrative Agent shall have received notice from such Lender or L/C Issuer prior to the Restatement Effective Date specifying its objection thereto.

SECTION 8.Release of Collateral and Existing Subsidiary Guarantees.

(a)Concurrently with the effectiveness of this Agreement, in each case automatically and with no further action required, (i) each Loan Party (as defined in the Existing Credit Agreement) shall be released from its obligations under the Collateral Documents (as defined in the Existing Credit Agreement) and all Collateral Documents shall be terminated and shall be of no further force or effect, (ii) each Guarantor (as defined in the Existing Credit Agreement) shall be released from its obligations under Article IV of the Existing Credit Agreement, and the Guarantee created under such Article shall be terminated and released, and (iii) all Liens created in favor of the Existing Administrative Agent, for the benefit of the holders of the Obligations (as defined in the Existing Credit Agreement), pursuant to the Collateral Documents shall be released and terminated.

(b)In connection with the termination and release set forth in this Section 8, the Existing Administrative Agent agrees (i) to execute and deliver to the Borrower, at the expense of the Borrower, any and all documents or instruments reasonably requested by the Borrower to further evidence or effectuate the releases contemplated by this Section 8 and (ii) to promptly return and deliver to the Borrower or its designees all possessory Collateral (as defined in the Existing Credit Agreement) in its possession (including, without limitation, any promissory notes, instruments evidencing pledged debt, stock certificates and any allonges, stock powers and irrevocable proxies with respect thereto). The Existing Administrative Agent and any counsel or designee appointed to act on behalf of the Existing Administrative Agent are hereby authorized and directed by the Existing Administrative Agent, at the expense of the Borrower, to prepare, execute, file and/or register all terminations, releases, discharges and similar documents and take all such actions reasonably required to evidence or, as the case may be, effectuate, implement or give further effect to such termination or release, including UCC-3 termination statements or intellectual property security releases filed with the United States Patent and Trademark Office. Any execution and delivery of documents pursuant to this Section 8 shall be without recourse to or warranty by the Existing Administrative Agent.

SECTION 9.Counterparts; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto on 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 pages of this Agreement that is an Electronic Signature transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.No Novation; Effect of this Agreement.

(a)Until this Agreement becomes effective in accordance with its terms and the Restatement Effective Date shall have occurred, the Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. On and after the Restatement Effective Date, all obligations of the Borrower under the Existing Credit Agreement shall become obligations of the Borrower under the Restated Credit Agreement and the provisions of the Existing Credit Agreement shall be superseded by the provisions of the Restated Credit Agreement (and, for the avoidance of doubt, the provisions of this Agreement, including Section 8 hereof, shall be effective).

(b)Without limiting the generality of the foregoing and subject to Section 2(b)(i)(C) and Section 8 hereof, this Agreement shall not extinguish any obligations for the payment of money

outstanding under the Existing Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of any obligations for the payment of money outstanding under the Existing Credit Agreement, which shall remain outstanding on and after the Restatement Effective Date as modified hereby. Except as provided in Section 8 hereof, nothing implied herein shall be construed as a release or other discharge of the Borrower under any Loan Document from any of its obligations and liabilities as the “Borrower” or a “Loan Party” under the Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of this Agreement to the contrary, the provisions of Sections 3.01, 3.04, 3.05 and 11.04 of the Existing Credit Agreement as in effect immediately prior to the Restatement Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Restatement Effective Date.

(c)On and after the Restatement Effective Date, any reference in the Loan Documents to the Existing Credit Agreement shall mean the Restated Credit Agreement. This Agreement is a Loan Document.

(d)Notwithstanding anything to the contrary in Section 11.01 of the Restated Credit Agreement, no amendment or waiver of any provision of this Agreement, and no consent to any departure by the Borrower therefrom, shall, if such amendment, waiver or consent affects the rights or duties of the Existing Administrative Agent, the Existing L/C Issuer or the Existing Swing Line Lender, be effective unless, in addition to any other consent thereto required under Section 11.01 of the Restated Credit Agreement, such amendment, waiver or consent has been signed by the Existing Administrative Agent, the Existing L/C Issuer or the Existing Swing Line Lender, as applicable.

SECTION 11.Governing Law; Jurisdiction, Etc.; Waiver of Jury Trial. (a) THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT (A) THE INTERPRETATION OF THE DEFINITION OF “COMPANY MATERIAL ADVERSE EFFECT” (AS DEFINED ON ANNEX B HERETO) AND WHETHER OR NOT A COMPANY MATERIAL ADVERSE EFFECT (OR ANY EVENT, CHANGE OR EFFECT THAT WOULD, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A COMPANY MATERIAL ADVERSE EFFECT) EXISTS OR HAS OCCURRED, (B) THE DETERMINATION OF THE ACCURACY OF ANY ACQUISITION DOCUMENTS REPRESENTATIONS (AS DEFINED ON ANNEX B HERETO) AND WHETHER AS A RESULT OF ANY INACCURACY OF SUCH REPRESENTATIONS AND WARRANTIES THE BORROWER (OR ANY OF ITS AFFILIATES) HAS THE RIGHT TO TERMINATE ITS (OR ITS AFFILIATE’S) OBLIGATIONS UNDER THE WEBHELP ACQUISITION DOCUMENTS OR THE RIGHT TO ELECT NOT TO CONSUMMATE THE WEBHELP ACQUISITION AND (C) THE DETERMINATION OF WHETHER THE WEBHELP ACQUISITION HAS BEEN CONSUMMATED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE TERMS OF THE WEBHELP ACQUISITION DOCUMENTS, IN EACH CASE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

(b)EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTIONS 11.14(b), 11.14(c), 11.14(d) AND 11.15 OF THE RESTATED CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN, MUTATIS MUTANDIS.

SECTION 12.Notices. All notices hereunder shall be given in accordance with the provisions of Section 11.02 of the Restated Credit Agreement.

SECTION 13.Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 14.Headings. The Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.


CONCENTRIX CORPORATION
By
			/s/ Andre Scott Valentine
			Name: Andre Scott Valentine
			Title: Chief Financial Officer

[Signature Page to Amendment and Restatement Agreement]


JPMORGAN CHASE BANK, N.A., as a Lender and as the Administrative Agent, an L/C Issuer and the Swing Line Lender
By
			/s/ Ryan Zimmerman
			Name: Ryan Zimmerman
			Title: Executive Director

[Signature Page to Amendment and Restatement Agreement]


BANK OF AMERICA, N.A., as a Lender and as the Existing Administrative Agent, the Existing L/C Issuer and the Existing Swing Line Lender
By
			/s/ Kurt Fuess
			Name: Kurt Fuess
			Title: Vice President

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


CITIBANK, N.A.
By:
			/s/ Javier Escobar
			Name: Javier Escobar
			Title: Vice President & Managing Director

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


HSBC BANK USA, NATIONAL ASSOCIATION
By:
			/s/ Aleem Shamji
			Name: Aleem Shamji
			Title: Managing Director

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


MUFG BANK, LTD.
By:
			/s/ Charles DeNoto
			Name: Charles DeNoto
			Title: Vice President

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


PNC BANK, NATIONAL ASSOCIATION
By:
			/s/ David C. Beckett
			Name: David C. Beckett
			Title: Senior Vice President

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


SUMITOMO MITSUI BANKING CORPORATION
By:
			/s/ Irlen Mak
			Name: Irlen Mak
			Title: Director

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


THE BANK OF NOVA SCOTIA
By:
			/s/ Luke Copley
			Name: Luke Copley
			Title: Director

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


THE TORONTO-DOMINION BANK, NY BRANCH
By:
			/s/ Victoria Roberts
			Name: Victoria Roberts
			Title: Authorized Signatory

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


TRUIST BANK
By:
			/s/ David Miller
			Name: David Miller
			Title: Director

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


U.S. BANK NATIONAL ASSOCIATION
By:
			/s/ Susan M. Bowes
			Name: Susan M. Bowes
			Title: Senior Vice President

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
			/s/ Nathan Paouncic
			Name: Nathan Paouncic
			Title: Director

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


BNP PARIBAS
By:
			/s/ Brendan Heneghan
			Name: Brendan Heneghan
			Title: Director



By:
			/s/ Nicolas Doche
			Name: Nicolas Doche
			Title: Vice President

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


CAPITAL ONE, NATIONAL ASSOCIATION
By:
			/s/ Marta Jedrzejowski
			Name: Marta Jedrzejowski
			Title: Duly Authorized Signatory

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


FIFTH THIRD BANK, NATIONAL ASSOCIATION
By:
			/s/ Ryan Sonkin
			Name: Ryan Sonkin
			Title: Associate

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


GOLDMAN SACHS BANK USA
By:
			/s/ Robert Ehudin
			Name: Robert Ehudin
			Title: Authorized Signatory

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


STANDARD CHARTERED BANK
By:
			/s/ Kristopher Tracy
			Name: Kristopher Tracy
			Title: Director, Financing Solutions

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


CITY NATIONAL BANK
By:
			/s/ Molly Drennan
			Name: Molly Drennan
			Title: Senior Vice President

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


COMERICA BANK
By:
			/s/ Randall Mitchell
			Name: Randall Mitchell
			Title: Vice President

[Signature Page to Amendment and Restatement Agreement]

LENDER SIGNATURE PAGE TO

AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO THE CREDIT AGREEMENT OF

CONCENTRIX CORPORATION


THE HUNTINGTON NATIONAL BANK
By:
			/s/ Ted Jurgielewicz
			Name: Ted Jurgielewicz
			Title: Director

[Signature Page to Amendment and Restatement Agreement]

ANNEX A

Restated Credit Agreement

ANNEX A

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of April 21, 2023,

among

CONCENTRIX CORPORATION,

THE LENDERS PARTY HERETO

and

JPMORGAN CHASE BANK, N.A.,
as the Administrative Agent, the Swing Line Lender and an L/C Issuer

______________________

J.P. MORGAN CHASE BANK, N.A.,

BOFA SECURITIES, INC.,

HSBC BANK USA, NATIONAL ASSOCIATION,

MUFG BANK, LTD.,

PNC CAPITAL MARKETS LLC,

SUMITOMO MITSUI BANKING CORPORATION,

THE BANK OF NOVA SCOTIA,

THE TORONTO-DOMINION BANK, NEW YORK BRANCH

TRUIST SECURITIES, INC.,

U.S. BANK NATIONAL ASSOCIATION and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

BANK OF AMERICA, N.A.,

HSBC BANK USA, NATIONAL ASSOCIATION,

MUFG BANK, LTD.,

PNC BANK, NATIONAL ASSOCIATION,

SUMITOMO MITSUI BANKING CORPORATION,

THE BANK OF NOVA SCOTIA,

THE TORONTO-DOMINION BANK, NEW YORK BRANCH,

TRUIST BANK,

U.S. BANK NATIONAL ASSOCIATION and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents

BNP PARIBAS,

CAPITAL ONE, NATIONAL ASSOCIATION,

FIFTH THIRD BANK, NATIONAL ASSOCIATION and

GOLDMAN SACHS BANK USA,

as Co-Documentation Agents

[[6054372]]

TABLE OF CONTENTS

Page


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS			1
1.01 Defined Terms			1
1.02 Other Interpretive Provisions			41
1.03 Accounting Terms; Changes in GAAP; Calculation of Financial Covenants on a Pro Forma Basis			41
1.04 Certain Calculations and Tests			43
1.05 Cashless Rollovers			44
1.06 Rounding			44
1.07 Interest Rates; Benchmark Notification			44
1.08 Divisions			45
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS			45
2.01 Revolving Loans and Term Loans			45
2.02 Borrowings, Conversions and Continuations of Loans			46
2.03 Letters of Credit			48
2.04 Swing Line Loans			60
2.05 Prepayments			63
2.06 Termination or Reduction of Commitments			65
2.07 Repayment of Loans			66
2.08 Interest			67
2.09 Fees			68
2.10 Computation of Interest and Fees			69
2.11 Evidence of Debt			69
2.12 Payments Generally; Administrative Agent’s Clawback			70
2.13 Sharing of Payments by Lenders			72
2.14 Cash Collateral			73
2.15 Defaulting Lenders			74
2.16 Incremental Facilities			77
2.17 Extension of Revolving Maturity Date			81
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY			83
3.01 Taxes			83
3.02 Illegality			89
3.03 Alternate Rate of Interest			89
3.04 Increased Costs			92
3.05 Compensation for Losses			94
3.06 Mitigation of Obligations; Replacement of Lenders			94
ARTICLE IV [RESERVED]			95
ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS			95


5.01 Conditions to all Credit Extensions			95
ARTICLE VI REPRESENTATIONS AND WARRANTIES			96
6.01 Existence, Qualification and Power			96
6.02 Authorization; No Contravention			96
6.03 Governmental Authorization; Other Consents			96
6.04 Binding Effect			97
6.05 Financial Statements; No Material Adverse Effect			97
6.06 Litigation			97
6.07 No Default			98
6.08 Ownership of Property			98
6.09 Environmental Matters			98
6.10 Insurance			98
6.11 Taxes			98
6.12 ERISA Compliance			99
6.13 Margin Regulations; Investment Company Act			100
6.14 Disclosure			100
6.15 Compliance with Laws			100
6.16 Intellectual Property; Licenses, Etc			101
6.17 Solvency			101
6.18 Sanctions; Anti-Corruption Laws			101
6.19 USA PATRIOT Act			101
ARTICLE VII AFFIRMATIVE COVENANTS			102
7.01 Financial Statements			102
7.02 Certificates; Other Information			103
7.03 Notices			104
7.04 Payment of Taxes			104
7.05 Preservation of Existence, Etc			104
7.06 Maintenance of Properties			105
7.07 Maintenance of Insurance			105
7.08 Compliance with Laws			105
7.09 Books and Records			105
7.10 Inspection Rights			105
7.11 Use of Proceeds			106
7.12 Anti-Corruption Laws; Sanctions			106
ARTICLE VIII NEGATIVE COVENANTS			106
8.01 Liens			106
8.02 Subsidiary Indebtedness			111
8.03 Sale and Leaseback Transactions			113
8.04 Fundamental Changes			113
8.05 Use of Proceeds			115
8.06 [Reserved]			115
8.07 [Reserved]			115


8.08 [Reserved]			115
8.09 [Reserved]			115
8.10 [Reserved]			115
8.11 Financial Covenants			115
8.12 Fiscal Year			115
8.13 Sanctions; Anti-Corruption Laws			116
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES			116
9.01 Events of Default			116
9.02 Remedies Upon Event of Default			119
9.03 Application of Funds			119
ARTICLE X ADMINISTRATIVE AGENT			120
10.01 Authorization and Action			120
10.02 Administrative Agent’s Reliance; Limitation of Liability			123
10.03 Posting of Communications			124
10.04 The Administrative Agent Individually			125
10.05 Successor Administrative Agent			126
10.06 Acknowledgments of Lenders and L/C Issuers			127
10.07 Subsidiary Guarantee Matters			129
10.08 Miscellaneous			129
ARTICLE XI MISCELLANEOUS			130
11.01 Amendments, Etc			130
11.02 Notices; Electronic Communications			133
11.03 No Waiver; Cumulative Remedies			134
11.04 Expenses; Indemnity; Limitation of Liability			135
11.05 Payments Set Aside			138
11.06 Successors and Assigns			138
11.07 Treatment of Certain Information; Non-Public Information			143
11.08 Right of Setoff			145
11.09 Interest Rate Limitation			145
11.10 Integration; Effectiveness			146
11.11 Survival			146
11.12 Severability			147
11.13 Replacement of Lenders			147
11.14 Governing Law; Jurisdiction; Etc			148
11.15 Waiver of Jury Trial			149
11.16 No Advisory or Fiduciary Responsibility			150
11.17 Counterparts; Electronic Execution			150
11.18 USA PATRIOT Act Notice			152
11.19 California Judicial Reference			152
11.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions			152
11.21 Certain ERISA Matters			153
11.22 Subsidiary Guarantees			154

iii


ARTICLE XII BORROWER GUARANTY OF CERTAIN SUBSIDIARY OBLIGATIONS			154
12.01 The Guaranty			154
12.02 Obligations Unconditional			155
12.03 Reinstatement			156
12.04 Certain Agreements			156
12.05 Acknowledgement Regarding any Supported QFCs			157
12.06 Certain Defined Terms			157

SCHEDULES

2.01 Commitments

2.03 L/C Commitments

11.02 Certain Addresses for Notices

EXHIBITS

A Form of Assignment and Assumption

B Form of Compliance Certificate

C Form of Loan Notice

D Form of Notice of Loan Prepayment

E Form of Subsidiary Guarantee Agreement

F Form of Swing Line Loan Notice

G Form of Note

H-1 to H-4 Forms of U.S. Tax Compliance Certificates

AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 21, 2023, among CONCENTRIX CORPORATION, a Delaware corporation, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent, the Swing Line Lender and an L/C Issuer.

The Borrower has requested that the Lenders and the L/C Issuers provide credit facilities for the purposes set forth herein, and the Lenders and the L/C Issuers are willing to do so on the terms and 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

1.01Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquired Company” means Marnix Lux SA, a Luxembourg société anonyme.

“Acquisition” means the acquisition by the Borrower or any Subsidiary (including pursuant to a merger or consolidation), in a single transaction or in a series of related transactions, of (a) all or any substantial portion of the property of, or of a line of business, division or operating unit of, another Person or (b) at least a majority of the issued and outstanding Voting Equity Interests of any Person (other than the Borrower or any Subsidiary).

“Acquisition Indebtedness” means any Indebtedness of the Borrower or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, any Qualified Acquisition (including the Webhelp Acquisition) and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (a) the release of the proceeds thereof to the Borrower and its Subsidiaries is contingent upon the substantially simultaneous consummation of such Qualified Acquisition (and, if the definitive agreement for such Qualified Acquisition is terminated prior to the consummation of such Qualified Acquisition, or if such Qualified Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of, or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be, promptly applied to satisfy and discharge all obligations of the Borrower and its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision) if such Qualified Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness (and, if the definitive agreement for such Qualified Acquisition is terminated prior to the consummation of such Qualified Acquisition or such Qualified Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged within 90 days of such termination or such specified date, as the case may be).

“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR plus (b) 0.10%; provided that if the Adjusted Daily Simple SOFR as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Adjusted Term SOFR” means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR for such Interest Period plus (b) 0.10%; provided that if the Adjusted Term SOFR as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Administrative Agent” means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or Affiliates), in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Questionnaire” means an Administrative Questionnaire in a form provided by the Administrative Agent.

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

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

“Aggregate Revolving Commitments” means, at any time, the aggregate amount of the Revolving Commitments of all the Lenders at such time. The Aggregate Revolving Commitments in effect on the Restatement Effective Date is $1,042,500,000.00.

“Aggregate Revolving Credit Exposure” means, at any time, the sum of (a) the aggregate principal amount of the Revolving Loans outstanding at such time, (b) the total L/C Exposure at such time and (c) the total Swing Line Exposure at such time.

“Agreement” means this Amended and Restated Credit Agreement.

“Amendment and Restatement Agreement” means that certain Amendment and Restatement Agreement, dated as of April 21, 2023, among the Borrower, the Lenders party thereto, the Administrative Agent and Bank of America, N.A.

“Ancillary Document” has the meaning specified in Section 11.17(b).

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010.

“Applicable Rate” means, for any day, with respect to any Term SOFR Loan, any Daily Simple SOFR Loan or any Base Rate Loan, or with respect to the Revolving Commitment Fees payable hereunder, the rate per annum set forth in the table below under the caption “Term SOFR Loans/Daily Simple SOFR Loans”, “Base Rate Loans” or “Revolving Commitment Fee”, as the case may be, in each case, based upon the Ratings by Moody’s and S&P in effect on such day; provided that, in the case of Incremental Term Loans of a new Class established pursuant to any Incremental Amendment, the Applicable Rate shall be as set forth in such Incremental Amendment.


Pricing Tier	Ratings (Moody’s/S&P)	Term SOFR Loans / Daily Simple SOFR Loans	Base Rate Loans	Revolving Commitment Fee
1	≥ Baa1/BBB+	1.125%	0.125%	0.125%
2	Baa2/BBB	1.250%	0.250%	0.150%
3	Baa3/BBB-	1.500%	0.500%	0.175%
4	Ba1/ BB+	1.750%	0.750%	0.225%
5	≤ Ba2/BB	2.000%	1.000%	0.275%

For purposes of the foregoing, (a) if the Ratings established or deemed to be established by Moody’s and S&P shall fall within different Pricing Tiers, the applicable Pricing Tier shall be the Pricing Tier in which the higher of the Ratings shall fall unless the Ratings differ by two or more Pricing Tiers, in which case the applicable Pricing Tier shall be the Pricing Tier one level below that corresponding to the higher Rating, (b) if either Moody’s or S&P shall not have a Rating in effect (other than by reason of the circumstances referred to in the last sentence of this definition), such rating agency shall be deemed to have established a Rating in Pricing Tier 5 and (c) if the Ratings established or deemed to have been established by Moody’s and S&P shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective on the third Business Day after the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if Moody’s or S&P shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from Moody’s or S&P and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation. For the avoidance of doubt, Pricing Tier 1 in the table above is the “highest” Pricing Tier and Level 5 is the “lowest” Pricing Tier.

“Applicable Revolving Percentage” means, with respect to any Revolving Lender at any time, the percentage of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time; provided that, in the case of Section 2.15 when a Defaulting Revolving Lender shall exist, “Applicable Revolving Percentage” shall mean, with respect to any Revolving Lender at any such time, the percentage of the Aggregate Revolving Commitments (disregarding any Defaulting Revolving Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment at such time. If the Revolving Commitments have terminated or expired, the Applicable Revolving Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments and to any Revolving Lender’s status as a Defaulting Revolving Lender at the time of determination.

“Approved Electronic Platform” has the meaning specified in Section 10.03(a).

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means each of JPMorgan Chase Bank, N.A., BofA Securities, Inc., HSBC Bank USA, National Association, MUFG Bank, Ltd., PNC Capital Markets LLC, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, The Toronto-Dominion Bank, New York Branch, Truist Securities, Inc., U.S. Bank National Association and Wells Fargo Securities, LLC, in each case in its capacities as a joint lead arranger and a joint bookrunner for the credit facilities established hereunder.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any Person whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Assumption Agreement” has the meaning specified in Section 8.04(a).

“Attributable Debt” means, with respect to any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the rate set forth or implicit in the terms of the lease included in such Sale and Leaseback Transaction) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights) during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease that is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of the Attributable Debt determined assuming termination on the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the Attributable Debt determined assuming no such termination.

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Auto-Reinstatement Letter of Credit” has the meaning specified in Section 2.03(b)(iv).

“Availability Period” means the period from and including the Restatement Effective Date to the earlier of (a) the Revolving Maturity Date and (b) the date of termination of all the Revolving Commitments pursuant to Section 2.06(a) or 9.02.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, 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 Section 3.03(b).

“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, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as

amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1.00% per annum and (c) the Adjusted Term SOFR for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1.00% per annum. For purposes of clause (c) above, the Adjusted Term SOFR on 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); provided that if such rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR, respectively. If the Base Rate is being used as an alternate rate of interest with respect to Term SOFR pursuant to Section 3.03 (for the avoidance of doubt, only until the Benchmark Replacement with respect to Term SOFR has been determined pursuant to Section 3.03(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. Notwithstanding the forgoing, if the Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

“Base Rate Borrowing” means any Borrowing comprised of Base Rate Loans.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Benchmark” means, initially, the Term SOFR; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to Term SOFR or the then-current Benchmark, as applicable, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03(b).

“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:

(a) the Adjusted Daily Simple SOFR; and

(b) the sum of: (i) 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 (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body and/or (B) 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 Dollars at such time in the United States and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than zero, the Benchmark Replacement will be deemed to be zero 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 (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in Dollars at such time in the United States.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any Term SOFR Loan and/or any Daily Simple SOFR Loan, 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 “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, in its reasonable discretion, 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, in its reasonable discretion, 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:

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

(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (x) 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 (y) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the

occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

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

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, 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 such component thereof) permanently or indefinitely; provided that at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are 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) (a) beginning at the time that a Benchmark Replacement Date 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 3.03 and (b) 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 3.03.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Internal

Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” means (a) Concentrix Corporation, a Delaware corporation, and/or (b) any successor thereto that becomes the “Borrower” hereunder as expressly provided in Section 8.04(a).

“Borrower Materials” has the meaning specified in Section 7.02.

“Borrowing” means (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of Term SOFR Loans, having the same Interest Period or (b) a Swing Line Loan.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in relation to any Term SOFR Loan or any Daily Simple SOFR Loan and any interest rate settings, fundings, disbursements, settlements or payments of any Term SOFR Loan or Daily Simple SOFR Loan, or any other dealings with respect to any Term SOFR Loan or Daily Simple SOFR Loan, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities Business Day.

“Capital Lease Obligations” of any Person means, subject to Section 1.03, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP. The amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. For purposes of Section 8.01, a Capital Lease Obligation shall be deemed to be secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers and/or the Revolving Lenders as security for the L/C Exposure or obligations of any Defaulting Revolving Lender to fund participations in respect of L/C Disbursements, collateral in the form of cash or deposit account balances or, if the Administrative Agent and the applicable L/C Issuer shall agree in their sole discretion, other credit support, in either case, pursuant to documentation in form and substance satisfactory to the Administrative Agent and such L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Change in Law” means the occurrence, after the Restatement Effective Date, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (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 or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, implemented or issued.

“Change of Control” means an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of the Borrower or its Subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of Voting Equity Interests of the Borrower representing 40% or more of the combined voting power of all the issued and outstanding Voting Equity Interests of the Borrower on a fully diluted basis.

“Class” (a) when used with respect to any Lender, refers to whether such Lender has a Loan or Commitment of a particular Class, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Commitments, Term A Loan Commitments or Delayed Draw Term A Loan Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Loans or Term A Loans. Additional Classes of Commitments, Loans, Borrowings and Lenders may be established pursuant to Sections 2.16 and 2.17.

“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).

“Co-Documentation Agent” means each of BNP Paribas, Capital One, National Association, Fifth Third Bank, National Association and Goldman Sachs Bank USA, in each case in its capacity as a co-documentation agent for the credit facilities established hereunder.

“Co-Syndication Agent” means each of Bank of America, N.A., HSBC Bank USA, National Association, MUFG Bank, Ltd., PNC Bank, National Association, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia, The Toronto-Dominion Bank, New York Branch, Truist Bank, U.S. Bank National Association and Wells Fargo Bank, National Association, in each case in its capacity as a co-syndication agent for the credit facilities established hereunder.

“Commitment” means, as the context requires, a Revolving Commitment, a Term A Loan Commitment or a Delayed Draw Term A Loan Commitment. Additional Classes of Commitments may be established pursuant to Sections 2.16 and 2.17.

“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower or any Subsidiary Guarantor pursuant to any Loan Document or the transactions contemplated therein which is distributed by or to the Administrative Agent, any Lender or any L/C Issuer by means of electronic communications, including through an Approved Electronic Platform.

“Compliance Certificate” means a certificate substantially in the form of Exhibit B or any other form approved by the Administrative Agent.

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

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus

(a)without duplication and to the extent deducted in calculating such Consolidated Net Income, the sum for such period of:

(i)Consolidated Interest Charges;

(ii)the provision for federal, state, local and foreign income taxes;

(iii)depreciation and amortization expense;

(iv)non-cash stock based compensation expense;

(v)all other non-cash charges, non-cash expenses and non-cash losses (including impairment charges and any write-offs or write-downs of assets, but excluding write-offs or write-downs with respect to accounts receivable (including any addition to bad debt reserves or bad debt expense)), but only to the extent that, as of the applicable date of determination, (A) no cash payment has been made with respect thereto in a prior period (and such amount does not represent the amortization of any item that was paid in a prior period) and (B) the Borrower does not reasonably anticipate that cash payments will be made or be required to be made with respect thereto in any future period;

(vi)extraordinary charges or losses;

(vii)unusual or non-recurring charges or losses;

(viii)(A) transaction fees, costs and expenses incurred in connection with the Webhelp Acquisition and the transactions relating thereto (including in connection with any Swap Contract entered into or modified in connection with the Webhelp Acquisition and the transactions relating thereto) and the execution and delivery of the Amendment and Restatement Agreement and (B) transaction fees, costs and expenses incurred in connection with (1) any other Acquisition or similar investment, (2) any sale, transfer or other disposition of assets of the Borrower or its Subsidiaries outside the ordinary course of business, (3) any repurchase or issuance of any Equity Interests of the Borrower or any recapitalization of the Borrower, (4) any incurrence, repayment, redemption or defeasance of any Indebtedness and (5) any amendment or modification of this Agreement or any other Loan Document or any definitive documents for any other Indebtedness (in each case under this clause (viii), whether or not such transaction is consummated);

(ix)(A) restructuring charges or losses, (B) transition, integration and similar charges and losses related to any Acquisition or similar investment or any sale, transfer or other disposition of assets of the Borrower or its Subsidiaries outside the ordinary course of business and (C) charges and losses in connection with the consolidation, exit and/or abandonment of facilities, businesses or locations, including, in each case under this clause (ix), retention and severance costs, costs of relocation of employees, systems establishment costs and contract termination costs;

(x)any earn-out or similar contingent consideration payments actually made to sellers in connection with any Acquisition or similar investment, and any losses arising from the remeasurement of the fair value of any liability recorded with respect to any earn-out or similar contingent consideration arising from any Acquisition or similar investment;

(xi)any unrealized losses attributable to the application of “mark to market” accounting in respect of Swap Contracts;

(xii)any net after-tax loss attributable to the early extinguishment of Indebtedness or obligations under Swap Contracts;

(xiii)any currency translation losses relating to currency hedges or remeasurements of Indebtedness; and

(xiv)the cumulative effect for such period of a change in accounting principles;

provided that the aggregate amount added back pursuant to clauses (vii), (viii)(B) and (ix) above for any period may not exceed 15.0% of Consolidated EBITDA for such period (calculated without giving effect to such addbacks); minus

(b)without duplication and to the extent included in calculating such Consolidated Net Income, the sum for such period of:

(i)any non-cash gains or items of income (other than the accrual of revenue), but excluding any such items in respect of which cash was received in a prior period or will be received in a future period;

(ii)extraordinary, unusual or nonrecurring gains or items of income;

(iii)any gains arising from the remeasurement of the fair value of any liability recorded with respect to any earn-out or similar contingent consideration arising from any Acquisition or similar investment;

(iv)any unrealized gains attributable to the application of “mark to market” accounting in respect of Swap Contracts;

(v)any net after-tax gain attributable to the early extinguishment of Indebtedness or obligations under Swap Contracts;

(vi)any currency translation gains relating to currency hedges or remeasurements of Indebtedness; and

(vii)the cumulative effect for such period of a change in accounting principles;

provided that Consolidated EBITDA shall be calculated so as to exclude the effect of any gain or loss that represents after-tax gains or losses attributable to any Disposition. Determinations of Consolidated EBITDA for any period shall be subject to the pro forma adjustment requirements set forth in Section 1.03(d).

“Consolidated Funded Indebtedness” means, as of any date of determination, (a) the sum, without duplication, of Indebtedness of the Borrower and its Subsidiaries, determined on a consolidated basis, referred to in clauses (a), (e) and (f) of the definition of the term “Indebtedness” and (b) the aggregate obligations of the Borrower and the Subsidiaries in respect of any unreimbursed drawings under letters of credit, banker’s acceptances, bank guarantees and similar instruments; provided that for purposes of determining Consolidated Funded Indebtedness at any time after the definitive agreement for any Qualified Acquisition (including the Webhelp Acquisition) shall have been executed, any Acquisition Indebtedness with respect to such Qualified Acquisition shall, unless such Qualified Acquisition has been consummated, be disregarded from the calculation of Consolidated Funded Indebtedness.

“Consolidated Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, plus (b) the portion of rent expense with respect to such period under Capital Lease Obligations that is treated as interest in accordance with GAAP; provided that for purposes of determining Consolidated Interest Charges at any time after the definitive agreement for any Qualified Acquisition (including the Webhelp Acquisition) shall have been executed, any amounts in respect of any Acquisition Indebtedness with respect to such Qualified Acquisition that would otherwise be included in clause (a) above shall, unless such Qualified Acquisition has been consummated, be disregarded. Determinations of Consolidated Interest Charges for any period shall be subject to the pro forma adjustment requirements (including, for the avoidance of doubt, with respect to Indebtedness incurred hereunder) set forth in Section 1.03(d).

“Consolidated Interest Coverage Ratio” means, for any Test Period, the ratio of (a) Consolidated EBITDA for such Test Period to (b) the Consolidated Interest Charges for such Test Period.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently ended Test Period.

“Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and its consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Tangible Assets” means, at any date, (a) total assets of the Borrower and the Subsidiaries (net of any applicable reserves that reduce total assets in accordance with GAAP), determined on a consolidated basis in accordance with GAAP, minus (b) goodwill and other intangible assets of the Borrower and the Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP, all as reflected on the most recent consolidated balance sheet of the Borrower delivered pursuant to Section 5.01(a) or 5.01(b). Determinations of Consolidated Tangible Assets at any date shall be subject to the pro forma adjustment requirements set forth in Section 1.03(d).

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

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

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Credit Extension” means each of (a) a Borrowing and (b) an L/C Credit Extension.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five U.S. Government Securities Business Days prior to (a) if such SOFR Rate Day is a U.S. Government Securities

Business Day, such SOFR Rate Day or (b) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Daily Simple SOFR Borrowing” means any Borrowing comprised of Daily Simple SOFR Loans.

“Daily Simple SOFR Loan” means any Loan that bears interest based on the Adjusted Daily Simple SOFR.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

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

“Default Rate” means a rate per annum equal to (a) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in Section 2.08 or (b) in the case of any other amount, 2% plus the rate applicable to Revolving Loans that are to Base Rate Loans as provided in Section 2.08.

“Defaulting Lender” means, subject to Section 2.15(d), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to provide a certification in writing to the Administrative Agent and the Borrower from an authorized officer of such Lender that it will comply with its obligations hereunder (and is financially able to meet such obligations as of the date of certification) to fund prospective Loans and participations in then outstanding Letters of Credit and Swing Line Loans under this Agreement (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written certification by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity

or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in such Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(d)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

“Defaulting Revolving Lender” means, at any time, any Revolving Lender that is a Defaulting Lender at such time.

“Delayed Draw Funding Date” has the meaning specified in the Amendment and Restatement Agreement.

“Delayed Draw Term A Lender” means a Lender with a Delayed Draw Term A Loan Commitment.

“Delayed Draw Term A Loan Commitment” means, as to each Lender, its obligation to make a Delayed Draw Term A Loan to the Borrower on the Delayed Draw Funding Date pursuant to the Amendment and Restatement Agreement, expressed as an amount representing the maximum principal amount of such Lender’s Delayed Draw Term A Loan to be made by such Lender, as such amount is set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Lenders’ Delayed Draw Term A Loan Commitments as of the Restatement Effective Date is $294,702,380.98.

“Delayed Draw Term A Loan” has the meaning specified in the Amendment and Restatement Agreement.

“Designated Jurisdiction” means, at any time, a country, territory or region that is itself the subject or target of any Sanctions (at the Restatement Effective Date, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea, Zaporizhzhia and Kherson regions of Ukraine, Cuba, Iran, North Korea and Syria).

“Disclosure Letter” means the disclosure letter, dated as of the Restatement Effective Date, delivered by the Borrower to the Administrative Agent for the benefit of the Lenders.

“Disposition” means any sale, transfer or other disposition by the Borrower and the Subsidiaries (including pursuant to a merger or consolidation), in a single transaction or in a series of related transactions, of (a) all or any substantial portion of the property of any Subsidiary, or of a line of business, division or operating unit of the Borrower and its Subsidiaries, or (b) at least a majority of the issued and outstanding Voting Equity Interests of any Subsidiary.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of any state of the United States or the District of Columbia.

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

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each case, (i) a Defaulting Lender (or a Person that would constitute a Defaulting Lender upon the consummation of such assignment), (ii) the Borrower or any of its Subsidiaries or other Affiliates or (iii) a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person).

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

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

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting; provided that any Indebtedness convertible into any of the foregoing shall not, prior to the conversion thereof, constitute Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or 414(c) of the Internal Revenue Code (and Sections 414(m) and 414(o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate, or the treatment of a Pension Plan amendment as a termination under Section 4041(c) or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

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

“Event of Default” has the meaning specified in Section 9.01.

“Exchange Act” means the United States Securities Exchange Act of 1934.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender pursuant to a Law in effect on the date on which (i) such Lender becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), 3.01(a)(iii) or 3.01(c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any withholding Taxes imposed pursuant to FATCA.

“Existing Credit Agreement” means this Agreement as in effect immediately prior to the Restatement Effective Date.

“Existing Letter of Credit” means any letter of credit that is issued by any L/C Issuer for the account of the Borrower or any Subsidiary and, subject to compliance with the requirements set forth in Section 2.03 as to the currency of the denomination of, maximum L/C Exposure and expiration of Letters of Credit, is designated as an Existing Letter of Credit by written notice thereof by the Borrower and such L/C Issuer to the Administrative Agent (which notice shall

contain a representation and warranty by the Borrower as of the date thereof that the conditions precedent set forth in Sections 5.01(a) and 5.01(b) shall be satisfied immediately after giving effect to such designation and treating such designation as a Credit Extension).

“Existing Revolving Maturity Date” has the meaning specified in Section 2.17(a).

“Extending Lender” has the meaning specified in Section 2.17(a).

“Extension” has the meaning specified in Section 2.17(a).

“Extension Amendment” has the meaning specified in Section 2.17(d).

“Extension Request” has the meaning specified in Section 2.17(a).

“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) all Commitments have terminated, (b) the principal of and interest on each Loan, all Unreimbursed Amounts, all fees and all other Obligations (other than contingent obligations for which no claim or demand has been made) have been paid in full and (c) all Letters of Credit have terminated or expired (other than Letters of Credit that have been Cash Collateralized or as to which other arrangements satisfactory to the applicable L/C Issuer and the Administrative Agent shall have been made).

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Restatement Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Internal Revenue Code.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

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

“Foreign Lender” means a Lender that is not a U.S. Person.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fronting Exposure” means, at any time there is a Defaulting Revolving Lender, (a) with respect to each L/C Issuer, such Defaulting Revolving Lender’s Applicable Revolving Percentage of the outstanding L/C Exposure other than L/C Exposure as to which (i) such Defaulting Revolving Lender shall have funded its participation in accordance with Section 2.03 or (ii) such Defaulting Revolving Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Revolving Lender’s Applicable Revolving

Percentage of Swing Line Loans, other than Swing Line Loans as to which (i) such Defaulting Revolving Lender shall have funded its participation in accordance with Section 2.03 or (ii) such Defaulting Revolving Lender’s participation obligation has been reallocated to other Revolving Lenders in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means, subject to Section 1.03, generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (b) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness of the payment of such Indebtedness, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness, or (d) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related Indebtedness, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.

“Immaterial Subsidiary” means, at any date of determination, a Subsidiary which (a) when considered on an individual basis (taken on a consolidated basis with its Subsidiaries), does not have (i) assets with an aggregate book value in excess of 5% of consolidated total assets of the Borrower and its Subsidiaries as of the last day of the most recently ended Test Period or (ii) revenues attributable to such Subsidiary in excess of 5% of the consolidated revenues of the

Borrower and its Subsidiaries for the most recently ended Test Period and (b) when taken together with all other Immaterial Subsidiaries, does not have (i) assets with an aggregate book value in excess of 10% of consolidated total assets of the Borrower and its Subsidiaries as of the last day of the most recently ended Test Period or (ii) revenues in excess of 10% of the consolidated revenues of the Borrower and its Subsidiaries for the most recently ended Test Period.

“Incremental Amendment” has the meaning specified in Section 2.16(f).

“Incremental Commitment” has the meaning specified in Section 2.16(a).

“Incremental Facility Closing Date” has the meaning specified in Section 2.16(d).

“Incremental Term Loan” has the meaning specified in Section 2.01(c).

“Incremental Term Loan Commitment” has the meaning specified in Section 2.16(a).

“Indebtedness” means, as to any Person as of any date of determination, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all obligations, whether current or long-term, of such Person for borrowed money (including the Loans) and all obligations of such Person evidenced by bonds, debentures, notes or similar instruments (including, in the case of the Borrower and for the avoidance of doubt, all obligations under the Seller Note);

(b)the maximum amount available to be drawn under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties and similar instruments, in each case, in respect of which such Person is an account party;

(c)all obligations of such Person in respect of the deferred purchase price of property or services (other than (i) trade accounts payable, intercompany charges of expenses, deferred revenue and other accrued liabilities (including deferred payments in respect of services by employees), in each case incurred in the ordinary course of business, and (ii) any earn-out obligation or other purchase price adjustment incurred in connection with any Acquisition or similar investment, except to the extent that the amount thereof becomes due and payable);

(d)all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person (excluding trade accounts payable incurred in the ordinary course of business);

(e)all Capital Lease Obligations of such Person;

(f)the outstanding principal amount (as defined in the definition of Securitization Transaction) of obligations of such Person incurred under a Securitization Transaction;

(g)Indebtedness (excluding prepaid interest thereon) of another Person secured by a Lien on property owned or being purchased by such Person, whether or not such Indebtedness shall have been assumed by such Person or is limited in recourse, provided that the amount of Indebtedness of any Person for purposes of this clause (g) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such

Indebtedness and (ii) the fair market value of the property encumbered thereby (as reasonably determined by the Borrower);

(h)all Guarantees by such Person in respect of any Indebtedness of another Person; and

(i)all Indebtedness of the types referred to in clauses (a) through (h) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, but only to the extent such Person is liable therefor as a result of such Person’s ownership interest in such partnership or joint venture and except to the extent that such Indebtedness is expressly made non-recourse to such Person (except for customary exceptions to non-recourse provisions such as fraud, misappropriation of funds and environmental liabilities).

Notwithstanding the foregoing, none of the following shall constitute Indebtedness: (i) trade payables of such Person created in the ordinary course of business, (ii) obligations of such Person incurred in the ordinary course of business under cash pooling arrangements and overdraft lines or any other treasury or cash management arrangements, (iii) obligations of such Person under any Swap Contract and (iv) obligations of such Person arising under any Permitted Factoring Arrangement.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) above, Other Taxes.

“Indemnitee” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07(a).

“Initial Funding Date” means November 30, 2020.

“Initial Securitization Facility” means that certain Securitization Transaction established pursuant to the Receivables Financing Agreement, dated as of October 30, 2020, by and among Concentrix Receivables, Inc., the Borrower, PNC Bank, National Association, as administrative agent, and the group agents party thereto.

“Interest Payment Date” means (a) with respect to any Base Rate Loan (other than a Swing Line Loan), the last day of each March, June, September and December and the Maturity Date applicable to such Loan, (b) with respect to any Daily Simple SOFR Loan (other than a Swing Line Loan), each date that is on the numerically corresponding day in each calendar month that is one month after the date of the borrowing of, or conversion to, such Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month) and the Maturity Date applicable to such Loan, (c) with respect to any Term SOFR Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term SOFR Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and the Maturity Date applicable to such Loan and (d) with respect to any Swing Line Loan, the day that such Loan is required to be repaid and the Maturity Date applicable to such Loan.

“Interest Period” means, with respect to any Term SOFR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to

availability), as selected by the Borrower in a Loan Notice; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (c) no tenor that has been removed from this definition pursuant to Section 3.03(b)(iv) shall be available for specification in any Loan Notice. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. Notwithstanding anything herein to the contrary, the initial Interest Period for any Term SOFR Borrowing made on the Restatement Effective Date may be of such duration (not to exceed the maximum number of months set forth above) as shall have been separately agreed by the Borrower and the Administrative Agent and set forth in the Loan Notice delivered with respect thereto, and for the purpose of determining the applicable Term SOFR with respect to such Term SOFR Borrowing, such Interest Period shall be deemed to have a tenor equal to the nearest number of whole months.

“Internal Revenue Code” means the Internal Revenue Code of 1986.

“IP Rights” has the meaning specified in Section 6.16(a).

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time such Letter of Credit is issued).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by an L/C Issuer and the Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

“L/C Advance” means, with respect to each Revolving Lender, such Revolving Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Percentage.

“L/C Borrowing” means an extension of credit resulting from an L/C Disbursement that has not been reimbursed by the Borrower on the date when made or refinanced as a Revolving Borrowing.

“L/C Commitment” means, with respect to each L/C Issuer, the maximum permitted amount of the L/C Exposure that may be attributable to Letters of Credit issued by such L/C Issuer. The initial amount of each L/C Issuer’s L/C Commitment is set forth on Schedule 2.03 or, with respect to any Person that becomes an L/C Issuer after the Restatement Effective Date, is the amount set forth for such L/C Issuer as its L/C Commitment in the Register maintained by the Administrative Agent. The L/C Commitment of an L/C Issuer may be modified from time to time by agreement between such L/C Issuer and the Borrower, provided that a written notice of such modification has been provided by the Borrower to the Administrative Agent.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Disbursement” means a payment made by the applicable L/C Issuer pursuant to a Letter of Credit.

“L/C Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings. The L/C Exposure of any Revolving Lender at any time shall be its Applicable Revolving Percentage of the total L/C Exposure at such time, adjusted to give effect to any reallocation under Section 2.15 of the L/C Exposure of Defaulting Revolving Lenders in effect at such time.

“L/C Issuer” means (a) JPMorgan Chase Bank, N.A. and (b) any other Revolving Lender that becomes an L/C Issuer in accordance with Section 2.03(l), each in its capacity as an issuer of Letters of Credit hereunder, but excluding any such Person that ceases to be an L/C Issuer pursuant to the terms hereof. Each L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by branches or Affiliates of such L/C Issuer, in which case the term “L/C Issuer” shall include any such branch or Affiliate with respect to Letters of Credit issued by such branch or Affiliate (it being agreed that such L/C Issuer shall, or shall cause such branch or Affiliate to, comply with the requirements of Section 2.03 with respect to such Letters of Credit).

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of Law.

“Lender” means each of the Persons party to the Amendment and Restatement Agreement as a “Lender” and each other Person that becomes a “Lender” in accordance with this Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context requires otherwise, the term “Lender” includes the Swing Line Lender.

“Lender-Related Person” means the Administrative Agent (and any sub-agent thereof), each Arranger, each Co-Syndication Agent, each Co-Documentation Agent, each L/C Issuer, each Lender and each Related Party of any of the foregoing Persons.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as such Lender may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate.

“Letter of Credit” means (a) any standby letter of credit issued hereunder and (b) any Existing Letter of Credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Revolving Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means an amount equal to $75,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Leverage Increase Election” has the meaning specified in Section 8.11(a).

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“Lien” means any mortgage, pledge, hypothecation, assignment as collateral security, deposit arrangement, encumbrance, lien (statutory or other), charge, or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Acquisition” means any Acquisition or any similar investment that the Borrower or any Subsidiary is contractually committed to consummate and the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing.

“Loan” means a loan made by a Lender to the Borrower pursuant to this Agreement.

“Loan Documents” means this Agreement, the Amendment and Restatement Agreement, the Disclosure Letter, each Incremental Amendment, the Subsidiary Guarantee Agreement, if any, and, other than for purposes of Section 11.01, each Note, each Issuer Document and any agreements creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14.

“Loan Notice” means a notice of (a) a borrowing of Revolving Loans or Term Loans, (b) a conversion of any Revolving Borrowing or Term Borrowing from one Type to another Type, or (c) a continuation of any Term SOFR Borrowing, in each case pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit C or such other form as may be approved by the Administrative Agent, appropriately completed and signed by a Responsible Officer of the Borrower.

“Loan Parties” means the Borrower and the Subsidiary Guarantors (if any).

“Majority in Interest”, when used in reference to Lenders of any Class, means, at any time, (a) in the case of the Revolving Lenders, Lenders having Revolving Credit Exposures and unused Revolving Commitments representing more than 50% of the sum of the Aggregate Revolving Credit Exposure and the unused Revolving Commitments of all Revolving Lenders outstanding or in effect at such time and (b) in the case of the Term Lenders of any Class, Lenders having Term Loans or Term Commitments of such Class representing more than 50% of the sum of all the Term Loans and unused Term Commitments of such Class of all Term Lenders of such Class outstanding or in effect at such time; provided that, for purposes of clause (a) above, the Revolving Credit Exposure of the Revolving Lender that is the Swing Line Lender shall be deemed to exclude any amount of its Swing Line Exposure in excess of its Applicable Revolving Percentage of the aggregate principal amount of the outstanding Swing Line Loans, adjusted to give effect to any reallocation under Section 2.15 of the Swing Line Exposures of Defaulting Revolving Lenders in effect at such time, and the unused Revolving Commitment of such Revolving Lender shall be determined on the basis of its Revolving Credit Exposure excluding such excess amount.

“Material Acquisition” means any single Acquisition or series of related Acquisitions for which the aggregate consideration paid by the Borrower and its Subsidiaries is $125,000,000 or more.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or the Lenders, taken as a whole, under the Loan Documents; or (c) a material impairment of the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents.

“Material Disposition” means any single Disposition or series of related Dispositions for which the aggregate consideration received by the Borrower and its Subsidiaries is $125,000,000 or more.

“Material Indebtedness” means any Indebtedness (other than Indebtedness arising under the Loan Documents and Indebtedness solely between or among the Borrower and its Subsidiaries) having an aggregate principal amount of $250,00,000 or more.

“Maturity Date” means (a) as to the Revolving Loans, the Revolving Commitments, the Swing Line Loans and the Letters of Credit, December 27, 2026, as such date may be extended pursuant to Section 2.17 (the “Revolving Maturity Date”), (b) as to the Term A Loans, December 27, 2026 and (c) as to any other Class of Loans established hereunder, the scheduled final maturity date set forth in the applicable Loan Document establishing such Class of Loans; provided that, in each case, if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

“Maximum Rate” has the meaning specified in Section 11.09.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Revolving Lender, an amount equal to 100% of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral provided in accordance with Section 2.05(b), the amount required by such Section and (c) with respect to Cash Collateral provided in accordance with Section 2.14(a)(i) or 2.14(a)(ii), an amount equal to 100% of the total L/C Exposure plus any accrued and unpaid fees and interest with respect to Letters of Credit.

“Moody’s” means Moody’s Investors Service, Inc., and any successor to its rating agency business.

“MNPI” means material information concerning the Borrower, its Subsidiaries or any of their respective securities that has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD under the Securities Act and the Exchange Act. For purposes of this definition, “material information” means information concerning the Borrower, its Subsidiaries or any of their respective securities that is or could reasonably be expected to be material for purposes of the United States federal and state securities laws.

“Multiemployer Plan” means any Pension Plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Pension Plan which has two or more contributing sponsors (including any Loan Party or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders (or all Lenders or all affected Lenders of any Class) in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders (or, in circumstances where Section 11.01 does not require the consent of the Required Lenders, Majority in Interest of the Lenders of the affected Class, as applicable).

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extending Lender” has the meaning specified in Section 2.17(a).

“Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Non-Reinstatement Deadline” has the meaning specified in Section 2.03(b)(iv).

“Note” has the meaning specified in Section 2.11(a).

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit D or such other form as may be approved by the Administrative Agent, appropriately completed and signed by a Responsible Officer of the Borrower.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue, at the rate set forth in the Loan Documents, after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that obligations of the Borrower under Article XII shall not constitute Obligations. Without limiting the generality of the foregoing, the Obligations includes (i) the obligation to pay principal, interest, Revolving Commitment Fees, Ticking Fees, Letter of Credit Fees, expenses, indemnities and other amounts payable by the Borrower and any Subsidiary Guarantor under any Loan Document (other than pursuant to Article XII hereof) and (ii) each payment required to be made by the

Borrower in respect of any Letter of Credit, including payments in respect of reimbursement of L/C Disbursements, interest thereon (including interest that accrues, at the rate set forth in the Loan Documents, after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest is an allowed claim in such proceeding) and obligations to provide Cash Collateral.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Term A Loan Funding Date” means the date on which the Term A Loans were funded under the Existing Credit Agreement, which date is acknowledged to be December 27, 2021.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“Payment” has the meaning specified in Section 10.06(c).

“Payment Notice” has the meaning specified in Section 10.06(c).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan but excluding a Multiemployer Plan) that is maintained or is contributed to by any Loan Party and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code.

“Permitted Factoring Arrangement” means an arrangement whereby the Borrower or any of its Subsidiaries sells its accounts receivable (and other assets constituting Receivables and Related Assets with respect to such accounts receivable) pursuant to a factoring arrangement, including a factoring arrangement constituting a supply chain financing; provided that any obligations arising therefrom do not permit or provide recourse to the Borrower or any Subsidiary or any property or asset of the Borrower or any Subsidiary, other than with respect to purchase or repurchase obligations for breaches of representations and warranties, deemed collections, performance guaranties, indemnity obligations and other similar undertakings, in each case, that are customary for standard market “true sale” factoring arrangements.

“Permitted Liens” means, at any time, Liens in respect of property of the Borrower or any Subsidiary permitted to exist at such time pursuant to the terms of Section 8.01.

“Permitted Securitization Transaction” means each of (a) the Initial Securitization Facility and (b) any other Securitization Transaction; provided that any obligations arising therefrom do not permit or provide recourse to the Borrower or any Subsidiary (other than a Special Purpose Subsidiary) or any property or asset of the Borrower or any Subsidiary (other than the property or assets of a Special Purpose Subsidiary or any Equity Interests of a Special Purpose Subsidiary), other than with respect to purchase or repurchase obligations for breaches of representations and warranties, deemed collections, performance guaranties, indemnity obligations and other similar undertakings, in each case, that are customary for standard market accounts receivable securitization transactions.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Pro Forma Basis” or “pro forma effect” means, with respect to any transaction, that for purposes of calculating the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio, the Consolidated Tangible Assets or any other financial metric (including component definitions thereof), such transaction (including the incurrence or repayment of any Indebtedness

in connection therewith) shall be deemed to have occurred as of the first day of the applicable Test Period. In connection with the foregoing, (a) with respect to any Material Disposition, (i) balance sheet and income statement items (whether positive or negative) attributable to the Person or property disposed of shall be excluded as of the first day of the applicable Test Period and (ii) Indebtedness that is repaid, prepaid, redeemed or otherwise discharged in connection with such Material Disposition shall be excluded and deemed to have been repaid, prepaid, redeemed or otherwise discharged as of the first day of the applicable Test Period and (b) with respect to any Acquisition, (i) balance sheet and income statement items (whether positive or negative) attributable to the Person or property acquired shall be included as of the first day of the applicable Test Period and (ii) any Indebtedness incurred or assumed by the Borrower or any Subsidiary (including the Person or property acquired) in connection with such Acquisition and any Indebtedness of the Person or property acquired that is not repaid, prepaid, redeemed or otherwise discharged in connection with such Acquisition (A) shall be deemed to have been incurred as of the first day of the applicable Test Period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

“Proceeding” means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning specified in Section 7.02.

“Purchaser” means Osyris S.à r.l., a Luxembourg société à responsabilité limitée and a direct wholly owned subsidiary of the Borrower.

“Qualified Acquisition” means any Acquisition (or series of Acquisitions consummated in any 12-month period) by the Borrower or any Subsidiary in which the sum of (a) the aggregate cash consideration paid by the Borrower and its Subsidiaries (including refinancing of any Indebtedness of the acquired Person) plus (b) the aggregate principal amount of existing Indebtedness of the acquired Person (or the acquired line of business, division or operating unit) assumed by the Borrower and its Subsidiaries is at least $300,000,000. For the avoidance of doubt, the Webhelp Acquisition shall be a Qualified Acquisition.

“Rating” means, with respect to S&P or Moody’s, a rating by such rating agency of the Borrower’s senior unsecured non-credit enhanced long-term indebtedness for borrowed money.

“Receivables and Related Assets” means (a) accounts receivable (including all rights to payment created by or arising from the sales of goods, leases of goods or the rendition of services, no matter how evidenced (including in the form of chattel paper) and whether or not earned by performance) and (b) any interest in such accounts receivable and all collateral securing such accounts receivable (including any deposit accounts into which accounts receivables are collected), all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such accounts receivable, any guarantees, indemnities, warranties or other obligations in respect of such accounts receivable, any equipment and any other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions or factoring arrangements (including supply chain financings) or financing of recurring revenue service contracts involving receivables similar to such accounts receivable and any collections or proceeds of any of the foregoing.

“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party under any Loan Document.

“Reference Time” with respect to any setting of the then-current Benchmark means (a) if such Benchmark is the Adjusted Term SOFR, 5:00 a.m., Chicago time, on the day that is two U.S. Government Securities Business Days preceding the date of such setting and (b) if such Benchmark is not the Adjusted Term SOFR, the time determined by the Administrative Agent in its reasonable discretion.

“Refinancing Indebtedness” means, in respect of any Indebtedness (the “Original Indebtedness), any Indebtedness that refinances, replaces, renews or extends such Original Indebtedness; provided that the principal amount of any such Refinancing Indebtedness does not exceed an amount equal to the sum of (a) the then outstanding principal amount of such Original Indebtedness and (b) an amount necessary to pay accrued but unpaid interest on such Original Indebtedness and any premium thereon paid, and any costs, fees and expenses (including defeasance costs, underwriting discounts, upfront fees, original issue discount (in lieu of upfront fees) or similar fees) incurred, in connection with such refinancing, replacement, renewal or extension.

“Register” has the meaning specified in Section 11.06(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means, the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.

“Relevant Rate” means (a) with respect to any Term SOFR Borrowing, the Adjusted Term SOFR or (b) with respect to any Daily Simple SOFR Borrowing, the Adjusted Daily Simple SOFR.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a borrowing, conversion or continuation of Revolving Loans or Term Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a borrowing of a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders having Term Loans, Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the aggregate principal amount of the Term Loans of all the Term Lenders, the Aggregate Revolving Credit Exposure and the aggregate unused Commitments of all Lenders outstanding or in effect at such time; provided that, for purposes of the foregoing, the Revolving Credit Exposure of the Revolving Lender that is the Swing Line Lender shall be deemed to exclude any amount of its Swing Line Exposure in excess of its Applicable Revolving Percentage of the aggregate principal amount of the outstanding Swing Line Loans, adjusted to give effect to any reallocation under Section 2.15 of the Swing Line Exposures of Defaulting Revolving Lenders in effect at such time, and the unused Revolving Commitment of such Revolving Lender shall be determined on the basis of its Revolving Credit Exposure excluding such excess amount.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, with respect to any Loan Party, the chief executive officer, president, chief financial officer, treasurer, chief operating officer or corporate secretary of such Loan Party and, solely for purposes of the delivery of incumbency certificates, the secretary or any assistant secretary of such Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the Borrower so designated by any of the foregoing officers of the Borrower in a notice to the Administrative Agent or any other officer or employee of the Borrower designated in or pursuant to an agreement between the Borrower and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party may be conclusively presumed by the Administrative Agent, the Lenders and the L/C Issuers to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer may be conclusively presumed by the Administrative Agent, the Lenders and the L/C Issuers to have acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and appropriate authorization documentation, in form and substance reasonably satisfactory to the Administrative Agent.

“Restatement Effective Date” means April 21, 2023.

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

“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01(a), (b) purchase participations in L/C Disbursements and (c) purchase participations in Swing Line Loans, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such amount is set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption or the Incremental Amendment pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Commitment Fee” has the meaning specified in Section 2.09(a).

“Revolving Commitment Increase” has the meaning provided in Section 2.16(a).

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of such Lender’s outstanding Revolving Loans and such Lender’s L/C Exposure and Swing Line Exposure at such time.

“Revolving Lender” means a Lender with a Revolving Commitment or Revolving Credit Exposure.

“Revolving Loan” has the meaning specified in Section 2.01(a).

“Revolving Maturity Date” has the meaning specified in the definition of the term “Maturity Date”.

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

“Sale and Leaseback Transaction” means any arrangement relating to property owned by the Borrower or any Subsidiary whereby the Borrower or such Subsidiary sells or transfers such property to any Person and, thereafter, the Borrower or any Subsidiary rents or lease such

property, or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred, from such Person or its Affiliates.

“Sanction(s)” means any international economic sanction or trade embargo administered or enforced by the United States Government, including OFAC, the United Nations Security Council, the European Union (not to include those protecting against the effects of extraterritorial sanctions by other nations), His Majesty’s Treasury or other relevant sanctions authority of OECD member countries.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Securities Act” means the United States Securities Act of 1933.

“Securitization Related Property” means (a) Receivable and Related Assets which are sold, conveyed, contributed or transferred to one or more Special Purpose Subsidiaries pursuant to a Permitted Securitization and (b) Equity Interests of any Special Purpose Subsidiaries.

“Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, Receivables and Related Assets to a special purpose Subsidiary or Affiliate of such Person or a third party; provided that a Permitted Factoring Arrangement shall not constitute a Securitization Transaction. The “amount” or “principal amount” of any Securitization Transaction shall be deemed at any time to be the aggregate amounts invested or otherwise loaned by investors that are not Affiliates of the Borrower in connection with such Securitization Transaction and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables or payments of loans and applied to reduce such invested amounts.

“Seller Note” means the note issued by the Borrower to the Sellers (as defined in the Webhelp Acquisition Agreement) pursuant to the Webhelp Acquisition Agreement.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s Website or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Solvent” means, with respect to any Person as of a particular date, that on such date (a) the fair value of the assets of such Person and its Subsidiaries, on a consolidated basis, exceed their debts and liabilities, on a consolidated basis, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of such Person and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liabilities on their debts and other liabilities, on a consolidated basis, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) such Person and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) such Person and its Subsidiaries, on a consolidated basis, are not engaged in and are not about to engage in business for which they will have unreasonably small capital. In computing the amount of the contingent

liabilities of such Person and its Subsidiaries at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Purpose Subsidiary” means, with respect to any Securitization Transaction, any special purpose Subsidiary or other Affiliate of the Borrower created in connection with the establishment of such Securitization Transaction.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the issued and outstanding Voting Equity Interests is at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Guarantee Agreement” means a Subsidiary Guarantee Agreement substantially in the form of Exhibit E, together with all supplements thereto.

“Subsidiary Guarantor” means any Domestic Subsidiary that shall have become a party to the Subsidiary Guarantee Agreement as a guarantor thereunder pursuant to Section 11.22, other than any such Subsidiary that shall have ceased to be a party to the Subsidiary Guarantee Agreement in accordance with Section 11.22. As of the Restatement Effective Date, there are no Subsidiary Guarantors.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a) above, the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Exposure” means, at any time, the aggregate principal amount of all Swing Line Loans outstanding at such time. The Swing Line Exposure of any Revolving Lender at any time shall be the sum of (a) its Applicable Revolving Percentage of the aggregate principal amount of all Swing Line Loans outstanding at such time (excluding, in the case of the Revolving Lender that is also the Swing Line Lender, Swing Line Loans outstanding at such

time to the extent that the other Revolving Lenders shall not have funded their participations in such Swing Line Loans), adjusted to give effect to any reallocation under Section 2.15 of the Swing Line Exposures of Defaulting Revolving Lenders in effect at such time, and (b) in the case of the Revolving Lender that is also the Swing Line Lender, the aggregate principal amounts of all Swing Line Loans outstanding at such time to the extent that the other Revolving Lenders shall not have funded their participations in such Swing Line Loans.

“Swing Line Lender” means JPMorgan Chase Bank, N.A., in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a borrowing of Swing Line Loans pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit F or such other form as may be approved by the Administrative Agent, appropriately completed and signed by a Responsible Officer of the Borrower.

“Swing Line Sublimit” means an amount equal to $50,000,000. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term A Lender” means a Lender with a Term A Loan Commitment or an outstanding Term A Loan.

“Term A Loans” means (a) the “Existing Term A Loans”, as defined in the Amendment and Restatement Agreement, (b) the “New Term A Loans”, as defined in the Amendment and Restatement Agreement and (c) upon the funding thereof on the Delayed Draw Funding Date, the Delayed Draw Term A Loans.

“Term A Loan Commitment” means (a) the “Term A Loan Commitment”, as defined in the Existing Credit Agreement, and (b) the “New Term A Loan Commitment”, as defined in the Amendment and Restatement Agreement.

“Term Borrowing” means any Borrowing comprised of Term Loans.

“Term Lender” means a Lender with a Term Commitment or an outstanding Term Loan.

“Term Loan” means any Term A Loan or any Incremental Term Loan, as the context may require.

“Term Loan Commitment” means any Term A Loan Commitment, any Delayed Draw Term A Loan Commitment or any Incremental Term Loan Commitment, as the context may require.

“Term Loan Increase” has the meaning provided in Section 2.16(a).

“Term SOFR” means, with respect to any Term SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Borrowing” means any Borrowing comprised of Term SOFR Loans.

“Term SOFR Loan” means any Loan that bears interest based on the Adjusted Term SOFR (other than solely as a result of clause (c) of the definition of the term “Base Rate”).

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 p.m., New York City time, on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Test Period” means, as of any date, the period of four consecutive fiscal quarters of the Borrower then most recently ended for which consolidated financial statements have been delivered (or are required to have been delivered) pursuant to Section 7.01(a) or 7.01(b) (or, prior to the first such delivery, the period of four consecutive fiscal quarters of the Borrower ended February 28, 2023).

“Ticking Fee” has the meaning specified in Section 2.09(b).

“Ticking Fee Accrual Period” has the meaning specified in Section 2.09(b).

“Type” means, with respect to any Loan, its character as a Base Rate Loan, a Term SOFR Loan or a Daily Simple SOFR Loan.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).

“USA PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Voting Equity Interests” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

“Webhelp Acquisition” means the acquisition by the Borrower, directly or indirectly, of all of the issued and outstanding Equity Interests of the Acquired Company pursuant to the Webhelp Acquisition Documents.

“Webhelp Acquisition Agreement” means that certain Share Purchase and Contribution Agreement to be executed in the form attached as Schedule 3 to the Webhelp Put Option Letter, by and among the Borrower, the Purchaser, the Acquired Company, the Sellers (as defined therein) party thereto, Sandrine Asseraf, as seller representative, and Seller Representatives (as defined therein) identified therein.

“Webhelp Acquisition Documents” means, collectively, the Webhelp Acquisition Agreement, the Webhelp Put Option Letter, and all the exhibits and schedules to the Webhelp Put Option Letter or the Webhelp Acquisition Agreement and the disclosure schedules and ancillary agreements referred to in the Webhelp Put Option Letter or the Webhelp Acquisition Agreement.

“Webhelp Put Option Letter” means that certain letter agreement dated as of March 29, 2023, among the Borrower, the Purchaser, the Acquired Company and the shareholders of the Acquired Company listed on Schedule 1 thereto.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years (calculated to the nearest one-twelfth) obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required scheduled payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“wholly owned”, when used in reference to a Subsidiary, means that all the Equity Interests in such Subsidiary (other than directors’ qualifying shares and other nominal amounts of Equity Interests that are required to be held by other Persons under applicable law) are owned, beneficially and of record, by the Borrower, another wholly owned Subsidiary or any combination thereof.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all

or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.02Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall”. The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all assets and properties, tangible and intangible, real and personal, including cash, securities, accounts and contract rights. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document as amended, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, modifications, extensions, restatements, replacements or supplements set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein), (iii) the words “hereto”, “herein,”, “hereof” and “hereunder”, and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, and (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified, extended, restated, replaced or supplemented from time to time.

(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

(c)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03Accounting Terms; Changes in GAAP; Calculation of Financial Covenants on a Pro Forma Basis.

(a)Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP. Notwithstanding any other provision contained herein, all terms of an accounting nature used herein shall be

construed (other than for purposes of Sections 6.05(a), 6.05(b), 7.01(a) and 7.01(b)), and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under FASB ASC 825-10-25 (or any other FASB ASC having a similar result or effect) to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined therein, (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under FASB ASC 470-20 (or any other FASB ASC having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof, (iii) without giving effect to the application of Accounting Standards Update 2015-03, Interest, issued by the Financial Accounting Standards Board to the extent such application results in indebtedness being reflected on a balance sheet at an amount less than the stated principal amount thereof and (iv) without giving effect to any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842 or any similar, successor or substitute accounting standard or codification), to the extent such change would require the recognition of right-of-use assets and lease liabilities that would not have been required to be classified as a capital lease under GAAP as in effect immediately prior to the adoption thereof.

(b)Changes in GAAP. If at any time after the Restatement Effective Date any change in GAAP (including the adoption of IFRS) or in the application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or in the application thereof (subject to the approval of the Required Lenders); provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or the application thereof prior to such change and (ii) the Borrower shall provide to the Administrative Agent and the Lenders a reasonable reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or in the application thereof.

(c)Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

(d)Calculation on a Pro Forma Basis. Notwithstanding anything to the contrary herein, all financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Interest Coverage Ratio and the Consolidated Tangible Assets) contained in this Agreement that are calculated with respect to any Test Period during which any Material Acquisition or Material Disposition occurs shall be calculated with respect to such Test Period on a Pro Forma Basis with respect to such Material Acquisition or Material Disposition. Further, if since the last day of any Test Period and on or prior to the date of any required calculation of any Consolidated Tangible Assets test any Material Acquisition or Material Disposition has occurred, then such Consolidated Tangible Assets test shall be calculated on a Pro Forma Basis with respect to such Material Acquisition or Material Disposition.

1.04Certain Calculations and Tests.

(a)Limited Condition Acquisition. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (including any such requirement that is to be determined on a Pro Forma Basis) (i) compliance with any financial ratio or test (including compliance with Section 8.11 on a Pro Forma Basis as a condition to taking any action under this Agreement (but not the actual compliance with Section 8.11)) and/or any cap expressed as a percentage of Consolidated Tangible Assets, (ii) the accuracy of any representation or warranty or (iii) the absence of any Default or Event of Default (or any type of Default or Event of Default), in each case, as a condition to the consummation of any Limited Condition Acquisition (or as a condition to any assumption or incurrence of any Indebtedness (other than Revolving Loans) in connection therewith or any other transaction relating thereto), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such Limited Condition Acquisition (or, in the case of any Limited Condition Acquisition made pursuant to a tender or similar offer, at the time of the commencement of such offer) or (y) the consummation of such Limited Condition Acquisition, in each case, after giving effect on a Pro Forma Basis to the relevant Limited Condition Acquisition and any assumption or incurrence of any Indebtedness in connection therewith and any other transactions relating thereto. For the avoidance of doubt, this Section 1.04(a) shall not apply to any extensions of credit under the Revolving Commitment, which extensions of credit shall be subject to the satisfaction or waiver of the conditions set forth in Section 5.01 on the date of such extension of credit as set forth therein.

(b)Financial Ratios and Tests. For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including any Consolidated Total Assets test or compliance with Section 8.11 on a Pro Forma Basis as a condition to taking any action under this Agreement (but not the actual compliance with Section 8.11)), such financial ratio or test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be (or, in each case, such other time as is applicable thereto pursuant to Section 1.04(a)), and no Default or Event of Default shall be deemed to have occurred solely as a result of a subsequent change in such financial ratio or test.

(c)Classification. For purposes of determining compliance at any time with Section 8.01 or 8.02, it is understood and agreed that any Liens and Indebtedness (or any portions thereof) need not be permitted solely by reference to one clause or subclause of Section 8.01 or 8.02, respectively, but may instead be permitted in part under any combination of clauses or subclauses of such Section, all as classified or, to the extent such alternative classification would have been permitted at the time of the relevant action or determination, reclassified by the Borrower in its sole discretion at any time and from time to time, and shall constitute a usage of any availability under such clause or subclause only to the extent so classified or reclassified thereto.

1.05Cashless Rollovers.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, in connection with any extension, replacement, renewal or refinancing of any Class of Loans hereunder, any Lender may, with the consent of the Borrower, elect to accept any other Indebtedness permitted by the terms of this Agreement in lieu of all or any part of such Lender’s applicable share of any payment hereunder with respect to such Loans, it being agreed that

(a) such acceptance shall not be subject to any requirement hereunder or under any other Loan Document that such payment be made “in Dollars”, “in immediately available funds”, “in cash” or any other similar requirement and (b) notice of such acceptance shall be provided to the Administrative Agent and, if such other Indebtedness is in the form of Loans, the mechanics of the cashless settlement thereof shall be reasonably acceptable to the Administrative Agent.

1.06Rounding.

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.07Interest Rates; Benchmark Notification.

The interest rate on any Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 3.03(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any Liability, on any theory of liability, with respect to the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

1.08Divisions.

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01Revolving Loans and Term Loans.

(a)Revolving Loans. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period; provided that, after giving effect to any borrowing of Revolving Loans, (i) the Aggregate Revolving Credit Exposures shall not exceed the Aggregate Revolving Commitments and (ii) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow Revolving Loans under this Section 2.01(a), prepay Revolving Loans pursuant to Section 2.05(a), and reborrow Revolving Loans under this Section 2.01(a). Revolving Loans may be Base Rate Loans, Term SOFR Loans or, if applicable pursuant to Section 3.03, Daily Simple SOFR Loans, or a combination thereof, as further provided herein.

(b)Term A Loans.

(i)Subject to the terms and conditions set forth in the Existing Credit Agreement, on the Original Term A Loan Funding Date the Term A Lenders party to, and as defined in, the Existing Credit Agreement as of such date made Term A Loans to the Borrower in an aggregate principal amount set forth therein. Subject to the terms and conditions set forth in the Amendment and Restatement Agreement and this Agreement, on the Restatement Effective Date (A) certain of the Term A Lenders party thereto severally agreed to continue such Term A Loans to be outstanding as a Term A Loan pursuant to the terms and conditions of this Agreement and the other Loan Documents and (B) certain of the Term A Lenders party thereto severally agreed to make, and have made, Term A Loans to the Borrower in Dollars in an aggregate principal amount set forth therein. The Borrower and the Term A Lenders acknowledge the making of the Term A Loans under the Existing Credit Agreement and under the Amendment and Restatement Agreement and agree that, to the extent outstanding on the Restatement Effective Date, such Term A Loans shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents.

(ii)Subject to the terms and conditions set forth in the Amendment and Restatement Agreement and this Agreement, each Delayed Draw Term A Lender severally agrees, pursuant to the Amendment and Restatement Agreement, to make a Delayed Draw Term A Loan to the Borrower in Dollars on the Delayed Draw Funding Date in a principal amount not exceeding such Lender’s Delayed Draw Term A Loan Commitment.

(iii)Amounts prepaid or repaid on the Term A Loans may not be reborrowed. The Term A Loans may be Base Rate Loans, Term SOFR Loans or, if applicable pursuant to Section 3.03, Daily Simple SOFR Loans, or a combination thereof, as further provided herein.

(c)Incremental Term Loans. Subject to the terms and conditions set forth herein and in the applicable Incremental Amendment, each Incremental Term Lender party thereto severally agrees to make Incremental Term Loans to the Borrower in

Dollars in an amount equal to such Lender’s Incremental Term Loan Commitment with respect to such Incremental Term Loan. Amounts repaid on any Incremental Term Loan may not be reborrowed. An Incremental Term Loan may be Base Rate Loans, Term SOFR Loans or, if applicable pursuant to Section 3.03, Daily Simple SOFR Loans, or a combination thereof, as further provided herein.

2.02Borrowings, Conversions and Continuations of Loans.

(a)Each borrowing of Loans, each conversion of Loans from one Type to another Type, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable (except as otherwise provided in Section 3.03(a)) notice to the Administrative Agent, which may be given by telephone or a Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time, (i) three U.S. Government Securities Business Days prior to the requested date of any borrowing of, conversion to or continuation of Term SOFR Loans and (ii) on the requested date of any borrowing of or conversion to Base Rate Loans. At the commencement of each Interest Period for any Term SOFR Borrowing, such Borrowing shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; provided that (x) any Term SOFR Borrowing that results from a continuation of an outstanding Term SOFR Borrowing may be in aggregate principal amount that is equal to such outstanding Borrowing and (y) a Term SOFR Borrowing of any Class may be in an aggregate principal amount that is equal to the entire unused balance of total Commitments of such Class. At the time that each Base Rate Borrowing is made, such Borrowing shall be in an aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; provided that any Base Rate Borrowing of any Class may be in an aggregate principal amount that is equal to the entire unused balance of the total Commitments of such Class or, in the case of any Revolving Borrowing, that is provided in Sections 2.03(c) and 2.04(c). Each Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a borrowing of Loans, a conversion of Loans from one Type to another Type, or a continuation of any Term SOFR Loans, (B) the requested date of the borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (C) the principal amount and Class of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or continued or to which existing Loans are to be converted, (E) if applicable, the duration of the Interest Period with respect thereto and (F) in the case of a borrowing of Loans, the location and number of the account to which funds are to be disbursed (which, if not an account of the Borrower located in the United States, shall be reasonably acceptable to the Administrative Agent) or, in the case of any Revolving Borrowing requested to finance the reimbursement of an L/C Disbursement as provided in Section 2.03(c), the identity of the L/C Issuer that made such LC Disbursement. If the Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be made as or continued as Term SOFR Loans with an Interest Period of one month. Any such automatic continuation as Term SOFR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a borrowing of, conversion to or continuation of Term SOFR Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. In the case of any conversion or continuation of any Loans, such conversion or continuation shall apply to Loans comprising the same existing Borrowing, it being understood that the Borrower may elect different conversion or continuation options with respect to different portions of the affected existing Borrowing, in which case each such portion shall be allocated ratably among the Lenders

holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b)Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the details thereof and, in the case of a Loan Notice requesting a borrowing of Loans, of the principal amount of its Loan to be made as part of the requested borrowing. In the case of a borrowing of Loans, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders not later than 1:00 p.m., New York City time, on the Business Day specified in the applicable Loan Notice. The Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds to the account specified in the applicable Loan Notice; provided, that, if, on the date the Loan Notice with respect to a borrowing of Revolving Loans is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second, shall be made available to the Borrower as provided above.

(c)Except as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of the Interest Period for such Term SOFR Loan. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and, other than in the case of an Event of Default under Section 9.01(a), 9.01(f) or 9.01(g), the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as any Event of Default is continuing (i) no Loans may be requested as, converted to or continued as Term SOFR Loans and (ii) unless repaid, each Term SOFR Loan shall be converted to a Base Rate Loan at the end of the Interest Period applicable thereto.

(d)After giving effect to all borrowings, all conversions of Loans from one Type to another Type, and all continuations of Loans as the same Type, there shall not be more than a total of 10 Term SOFR Borrowings and Daily Simple SOFR Borrowings (other than, as set forth in Section 2.02(e), Swing Line Loans) outstanding.

(e)This Section 2.02 shall not apply to Swing Line Loans.

2.03Letters of Credit.

(a)The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein: (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the Availability Period, and until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or, so long as the Borrower is a joint and several co-applicant with such Subsidiary, for the account of any Subsidiary, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) and (y) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit and any drawings thereunder; provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (1) the Aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitments, (2) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, (3) the total L/C Exposure shall not exceed the

Letter of Credit Sublimit, (4) the aggregate amount of the L/C Exposure attributable to Letters of Credit issued by any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment (unless otherwise agreed by such L/C Issuer in its sole discretion), (5) in the event the Revolving Maturity Date shall have been extended as provided in Section 2.17, the total L/C Exposure attributable to Letters of Credit expiring after any Existing Revolving Maturity Date shall not exceed the Aggregate Revolving Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit or (6) except as otherwise agreed by the Administrative Agent, not more than 20 Letters of Credit shall be outstanding. Each request by the Borrower for any L/C Credit Extension shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested satisfies the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Each Existing Letter of Credit shall be deemed, for all purposes of this Agreement (including Section 2.03(c)), to be a Letter of Credit issued hereunder and the Borrower shall be deemed to be the applicant and account party for each Existing Letter of Credit.

(ii)No L/C Issuer shall issue any Letter of Credit if:

(A)subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension thereof, unless the Majority in Interest of the Revolving Lenders have approved such expiry date;

(B)the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date; or

(C)such Letter of Credit is to be denominated in a currency other than Dollars.

(iii)No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date and which such L/C Issuer in good faith deems material to it;

(B)the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;

(C)except as otherwise agreed by the Administrative Agent and such L/C Issuer, such Letter of Credit is in an initial stated amount less than $100,000;

(D)any Revolving Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(b)) with respect to such Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Exposure as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(E)such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv)No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v)No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi)Each L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.

(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by United States mail, by overnight courier, by electronic transmission using the system provided by such L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m., New York City time, at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the

proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable L/C Issuer: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as such L/C Issuer may require. Additionally, the Borrower shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may require.

(ii)Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions specified in Section 5.01 shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit or an amendment to a Letter of Credit increasing the amount thereof, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, acquire from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Revolving Percentage times the amount of such Letter of Credit.

(iii)If the Borrower so requests in any applicable Letter of Credit Application, an L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by an L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that such L/C

Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.03(a)(ii), Section 2.03(a)(iii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Majority in Interest of the Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.01 is not then satisfied, and in each case directing such L/C Issuer not to permit such extension.

(iv)If the Borrower so requests in any applicable Letter of Credit Application, an L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder that has been reimbursed in full (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by an L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Revolving Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits an L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), such L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Majority in Interest of the Revolving Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 5.01 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing such L/C Issuer not to permit such reinstatement.

(v)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Drawings and Reimbursements; Funding of Participations.

(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower and the Administrative Agent thereof. In the event of any L/C Disbursement by an L/C Issuer under any Letter of Credit, the Borrower agrees to pay to such L/C Issuer the amount of such L/C Disbursement, in Dollars, no later than (x) 1:00 p.m., New York City time, on the Business Day on which such L/C Issuer has provided notice thereof to the Borrower if such notice has been provided prior to 10:00 a.m., New York City time, on such Business Day, or (y) no later than 11:00 a.m., New York City time, on the next succeeding Business Day after the Borrower receives such notice from such L/C Issuer if

such notice is not received prior to 10:00 a.m., New York City time, on such day (each such date, an “Honor Date”), and such L/C Issuer shall provide prompt notice to the Administrative Agent of such reimbursement. If the Borrower fails to so reimburse the applicable L/C Issuer by such time, such L/C Issuer shall promptly notify the Administrative Agent thereof, whereupon the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed L/C Disbursement (the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Applicable Revolving Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Borrowing comprised of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and each Revolving Lender’s Revolving Credit Commitment and the conditions set forth in Section 5.01 (other than the delivery of a Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)Each Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer, at such account of the Administrative Agent as shall have been most recently designated by the Administrative Agent for such purpose by notice to the Revolving Lenders, in an amount equal to its Applicable Revolving Percentage of the Unreimbursed Amount not later than 1:00 p.m., New York City time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to such L/C Issuer.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing as set forth in Section 2.03(c)(ii) because the conditions set forth in Section 5.01 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to the Administrative Agent for the account of such L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any L/C Disbursement, interest in respect of such Revolving Lender’s Applicable Revolving Percentage of such amount shall be solely for the account of such L/C Issuer.

(v)Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the applicable L/C Issuer for L/C Disbursements as contemplated by this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including: (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may have against such L/C Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.01 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse any L/C Issuer for the amount of any L/C Disbursement, together with interest as provided herein.

(vi)If any Revolving Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the NYFRB Rate and a rate determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of such L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d)Repayment of Participations.

(i)At any time after an L/C Issuer has made an L/C Disbursement and has received from any Revolving Lender such Lender’s L/C Advance in respect thereof in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Lender its Applicable Revolving Percentage thereof in the same funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount

is returned by such Lender, at a rate per annum equal to the NYFRB Rate from time to time in effect. The obligations of the Revolving Lenders under this clause shall survive the Facility Termination Date and the termination of this Agreement.

(e)Obligations Absolute. The obligation of the Borrower to reimburse each L/C Issuer for each L/C Disbursement and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), such L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)waiver by such L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of the Borrower or any waiver by such L/C Issuer which does not in fact materially prejudice the Borrower;

(v)honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi)any payment made by such L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the Uniform Commercial Code or the ISP;

(vii)any payment by such L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(viii)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of L/C Issuer. Each Revolving Lender and the Borrower agree that, in making any L/C Disbursement, no L/C Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties or any correspondent, participant or assignee of any L/C Issuer shall have any Liability, on any theory of liability, for (i) any action taken or omitted in connection herewith at the request or with the approval of the Required Lenders or the Majority in Interest of the Revolving Lenders, as applicable, (ii) any action taken or omitted in the absence of its gross negligence or willful misconduct (with such absence to be presumed unless a court of competent jurisdiction shall have determined, in a final, non-appealable judgment, otherwise) or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any L/C Issuer, the Administrative Agent, any of their respective Related Parties or any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in Sections 2.03(e)(i) through (e)(viii); provided that anything in such sections to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, indirect, punitive or exemplary, damages suffered by the Borrower which the Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g)Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by an L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Borrower for, and each L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of such L/C Issuer required or permitted under any Law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a

jurisdiction where such L/C Issuer or the beneficiary is located, the practice stated in the ISP or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade-International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such Law or practice.

(h)Letter of Credit Fees. The Borrower shall pay to the Administrative Agent, for the account of each Revolving Lender, in accordance, subject to Section 2.15, with its Applicable Revolving Percentage, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit accruing at a rate per annum equal to the Applicable Rate for Revolving Loans that are Term SOFR Loans times the average daily amount of such Revolving Lender’s L/C Exposure (other than any portion thereof attributable to Unreimbursed Amounts) in respect of such Letter of Credit. Letter of Credit Fees accrued through and including the last day of each March, June, September and December shall be due and payable in arrears on the 15th day following such last day, commencing with the first such date to occur after the Restatement Effective Date, and on the Letter of Credit Expiration Date, provided that all accrued Letter of Credit Fees shall be due and payable on the date on which the Revolving Commitments terminate, and any Letter of Credit Fees accruing after the date on which the Revolving Commitments terminate shall be due and payable on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to each L/C Issuer, for its own account, a fronting fee with respect to each Letter of Credit issued by such L/C Issuer accruing at the rate per annum separately agreed in writing by the Borrower and such L/C Issuer, times the average daily amount of the L/C Exposure (other than any portion thereof attributable to Unreimbursed Amounts) attributable to such Letter of Credit. Fronting fees accrued through and including the last day of each March, June, September and December shall be due and payable quarterly in arrears on the 15th day following such last day, commencing with the first such date to occur after the Restatement Effective Date, and on the Letter of Credit Expiration Date, provided that all fronting fees shall be payable on the date on which the Revolving Commitments terminate, and any fronting fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. In addition, the Borrower shall pay directly to each L/C Issuer, for its own account, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(j)Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k)Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, any Subsidiary, or states that any Subsidiary is the “account party”, “applicant”, “customer”, “instructing party” or the like of or for such Letter of Credit, and without derogating from any rights of the applicable L/C Issuer (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable L/C Issuer hereunder for such Letter of Credit (including to reimburse any and all L/C Disbursements thereunder, the payment of interest thereon and the payment of fees due

under Sections 2.03(h) and 2.03(i)) as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

(l)Additional L/C Issuers. The Borrower may from time to time designate a Lender as an L/C Issuer (upon obtaining such Lender’s prior consent thereto). The Administrative Agent will promptly notify the Lenders of any designation of any such additional L/C Issuer by the Borrower. Upon delivery by the Borrower of such contact and other information regarding such L/C Issuer as the Administrative Agent shall reasonably request (including a written notification of the amount of the L/C Commitment of such Lender), such Lender shall become an L/C Issuer for all purposes of this Agreement, and references to “L/C Issuer” shall mean and include such Lender in its capacity as an L/C Issuer.

(m)L/C Issuer Reports to the Administrative Agent. Each L/C Issuer shall, in addition to its notification obligations set forth elsewhere in this Section 2.03, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of Credit issued by such L/C Issuer, including all issuances, extensions and amendments, all expirations and cancelations and all disbursements and reimbursements and (ii) such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer. The Administrative Agent shall maintain a record of all outstanding Letters of Credit based upon information provided by the Borrower and the L/C Issuers pursuant to this Section 2.03(m), and such record of the Administrative Agent shall, absent manifest error, be deemed a correct and conclusive record of all Letters of Credit outstanding from time to time hereunder. Notwithstanding the foregoing, if and to the extent the Administrative Agent determines that there are one or more discrepancies between information provided by the Borrower and any L/C Issuer hereunder, the Administrative Agent will notify the Borrower and such L/C Issuer thereof and the Borrower and such L/C Issuer shall endeavor to reconcile any such discrepancy.

(n)L/C Exposure Determination.

(i)The amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided that, with respect to any Letter of Credit that by its terms provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

(ii)For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the UCP, Rule 3.13 or Rule 3.14 of the ISP or similar terms in the governing rules or laws or of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Revolving Lender hereunder shall remain in full force and effect until the L/C Issuers and the Revolving Lenders shall have no further

obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

2.04Swing Line Loans.

(a)Swing Line Facility. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided that (i) after giving effect to any Swing Line Loan, (A) the Aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitments and (B) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) without limiting its discretion as set forth above, the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow Swing Line Loans under this Section 2.04(a), prepay Swing Line Loans pursuant to Section 2.05(a), and reborrow Swing Line Loans under this Section 2.04(a). Each Swing Line Loan shall be a Daily Simple SOFR Loan; provided, however, that if, at any time, (x) the Swing Line Lender determines, or the Swing Line Lender is advised by the Majority in Interest of the Revolving Lenders, that the Adjusted Simple Daily SOFR will not adequately and fairly reflect the cost to the Swing Line Lender or such Revolving Lenders of making or maintaining any Swing Line Loan (or their risk participations therein) or (y) the Swing Line Lender determines, or the Swing Line Lender is advised by the Administrative Agent that it has determined (which determination, in each case, shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted Daily Simple SOFR, then each Swing Line Loan shall be made as, or shall convert to, a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Revolving Percentage times the amount of such Swing Line Loan.

(b)Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone or a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New York City time, on the requested borrowing date, and shall specify (i) the principal amount to be borrowed, which shall be a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, (ii) the requested borrowing date, which shall be a Business Day and (iii) the location and number of the account to which funds are to be disbursed (which, if not an account of the Borrower located in the United States, shall be reasonably acceptable to the Swing Line Lender). Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received written notice from any

Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the date of the proposed borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 5.01 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., New York City time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(c)Refinancing of Swing Line Loans.

(i)The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Lender make a Revolving Loan that is a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and each Revolving Lender’s Revolving Credit Commitment and the conditions set forth in Section 5.01 (other than delivery by the Borrower of a Loan Notice). The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving Percentage of the amount specified in such Loan Notice available to the Administrative Agent, in immediately available funds, at such account of the Administrative Agent as shall have been most recently designated by the Administrative Agent for such purpose by notice to the Revolving Lenders (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender not later than 1:00 p.m., New York City time, on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each such Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)If for any reason any Swing Line Loan cannot be refinanced by a Revolving Borrowing in accordance with Section 2.04(c)(i), the request for Revolving Loans that are Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which

such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the NYFRB Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.04(c)(iii) shall be conclusive absent manifest error.

(iv)Each Revolving Lender’s obligation to make Revolving Loans or to acquire and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, the Borrower, any Subsidiary or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 5.01 (other than delivery by the Borrower of a Loan Notice). No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d)Repayment of Participations.

(i)At any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Lender its Applicable Revolving Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to the Swing Line Lender its Applicable Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the NYFRB Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Revolving Lenders under this clause (ii) shall survive the Facility Termination Date and the termination of this Agreement.

(e)Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until a Revolving Lender funds its Revolving Loan that is a Base Rate Loan or its risk participation pursuant to this Section 2.04 to refinance such Revolving Lender’s Applicable Revolving Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Percentage shall be solely for the account of the Swing Line Lender.

(f)Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05Prepayments.

(a)Voluntary Prepayments of Loans.

(i)Revolving Loans and Term Loans. The Borrower may, upon delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay any Revolving Borrowing and/or any Term Borrowing in whole or in part without premium or penalty; provided that unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York City time, (1) two U.S. Government Securities Business Days prior to any date of prepayment of any Term SOFR Borrowing, (2) three U.S. Government Securities Business Days prior to any date of prepayment of any Daily Simple SOFR Borrowing and (3) on the date of prepayment of any Base Rate Borrowing, (B) any such prepayment of any Term SOFR Borrowing shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding), (C) any such prepayment of any Daily Simple SOFR Borrowing or any Base Rate Borrowing shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding), (D) any prepayment of any Term A Borrowing after the Restatement Effective Date shall be applied to the principal amortization payments thereof in the manner specified by the Borrower in the applicable Notice of Loan Prepayment (or, in the absence of such specification, in direct order of maturity) and (E) any prepayment of any Incremental Term Loan shall be applied to the principal amortization payments thereof as provided in the relevant Incremental Amendment. Each Notice of Loan Prepayment shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Borrowings to be prepaid and, if Term SOFR Borrowing is to be prepaid, the Interest Period(s) of such Borrowing. The Administrative Agent will promptly notify each appropriate Lender of its receipt of each Notice of Loan Prepayment. If such Notice of Loan Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such Notice of Loan Prepayment shall be due and payable on the date specified therein; provided that any Notice of Loan Prepayment delivered by the Borrower may state that such Notice of Loan Prepayment is conditioned upon the satisfaction of one or more conditions specified therein, in which case such Notice of Loan Prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if any such condition is not satisfied. Any prepayment of any Loan (other than any prepayment of Revolving Loans that are Base Rate Loans prior to the end of the Availability Period) shall be accompanied by all accrued interest on the amount prepaid. Subject to Section 2.15, each such prepayment of any Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.

(ii)Swing Line Loans. The Borrower may, upon delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swing Line Lender, (A) such Notice of Loan Prepayment must be received by the Swing Line Lender and the Administrative Agent not later than

1:00 p.m., New York City time, on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each such Notice of Loan Prepayment shall specify the date and amount of such prepayment. If such Notice of Loan Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such Notice of Loan Prepayment shall be due and payable on the date specified therein; provided that any Notice of Loan Prepayment delivered by the Borrower may state that such Notice of Loan Prepayment is conditioned upon the satisfaction of one or more conditions specified therein, in which case such Notice of Loan Prepayment may be revoked by the Borrower (by notice to the Swing Line Lender and the Administrative Agent on or prior to the specified prepayment date) if any such condition is not satisfied. Any prepayment of Swing Line Loans shall be accompanied by all accrued interest on the amount prepaid.

(b)Mandatory Prepayments of Loans.

(i)Revolving Commitments. If for any reason the Aggregate Revolving Credit Exposure at any time exceeds the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Exposure in an aggregate amount equal to such excess; provided that (A) the Borrower shall not be required to Cash Collateralize the L/C Exposure pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Loans and Swing Line Loans, the Aggregate Revolving Credit Exposure exceeds the Aggregate Revolving Commitments then in effect and (B) if the Borrower has Cash Collateralized Letters of Credit in accordance with Section 2.15, for purposes of this Section 2.05(b)(i), the L/C Exposure shall be deemed to have been reduced by the amount of such Cash Collateral.

(ii)Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied, first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans and third, to Cash Collateralize the remaining L/C Exposure (if required by Section 2.05(b)(i)).

Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans, then to Daily Simple SOFR Loans and then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and, other than any prepayment of Revolving Loans that are Base Rate Loans prior to the end of the Availability Period, shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

2.06Termination or Reduction of Commitments.

(a)Optional Termination or Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Commitments of any Class, or from time to time permanently reduce the Commitments of any Class; provided that, unless otherwise agreed by the Administrative Agent, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m., New York City time, three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Revolving Commitments if, after

giving effect thereto and to any concurrent prepayments hereunder, the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. Any notice of termination or reduction of the Commitment of any Class delivered by the Borrower may state that such termination or reduction is conditioned upon the satisfaction of one or more conditions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of such termination or reduction) if any such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of the applicable Class of any such notice of termination or reduction of the Commitments. Any reduction of the Commitments of any Class shall be applied to the Commitment of such Class of each Lender ratably. Any termination or reduction of the Commitments of any Class shall be permanent. All Revolving Commitment Fees accrued until the effective date of any termination or reduction of the Revolving Commitments (in the case of any reduction, in respect of the aggregate amount of the Revolving Commitments subject to such reduction) shall be paid on the effective date of such reduction or termination, and all Ticking Fees accrued until the effective date of any termination or reduction of the Delayed Draw Term A Loan Commitments (in the case of any reduction, in respect of the aggregate amount of the Delayed Draw Term A Loan Commitments subject to such reduction) shall be paid on the effective date of such reduction or termination.

(b)Mandatory Terminations. Unless previously terminated, all the Revolving Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. The Term A Loan Commitments established under the Existing Credit Agreement terminated prior to the Restatement Effective Date as set forth in the Existing Credit Agreement; and the Term A Loan Commitments and the Delayed Draw Term A Loan Commitments established under the Amendment and Restatement Agreement shall terminate as set forth therein. Incremental Term Loan Commitments of any Class established under any Incremental Amendment shall terminate as set forth therein.

2.07Repayment of Loans.

(a)Revolving Loans. The Borrower shall repay to the Revolving Lenders on the Revolving Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date.

(b)Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Swing Line Loan is made and (ii) the Revolving Maturity Date.

(c)Term A Loans. (i) The Borrower shall repay the outstanding principal amount of the Term A Loans in quarterly installments on the last day of each March, June, September and December of each year, commencing on December 31, 2024, in an amount equal to 1.25% of the aggregate principal amount of the Term A Loans made on the Original Term A Loan Funding Date, in each case as such installments may be adjusted as a result of prepayments made after the Restatement Effective Date pursuant to Section 2.05 or adjusted pursuant to clause (ii) below, unless accelerated sooner pursuant to Section 9.02. On the Maturity Date for the Term A Loans, the Borrower shall repay the outstanding principal amount of the Term A Loans in full.

(ii)Upon the making of any Delayed Draw Term A Loans, each subsequent remaining repayment installment of the outstanding principal amount of the Term A Loans set forth in clause (i) above shall be adjusted ratably by the aggregate principal amount of such Delayed Draw Term A Loans (or in such other manner determined by the Administrative Agent, in consultation with the Borrower, as shall preserve the fungibility thereof for U.S. federal income tax purposes). The Administrative Agent shall be authorized to make such adjustment and shall, upon request, provide a schedule of the remaining repayment installments of the outstanding principal amount of the Term A Loans to the Borrower and each Term A Lender.

(d)Incremental Term Loans. The Borrower shall repay the outstanding principal amount of the Incremental Term Loans of any Class as provided in the applicable Incremental Amendment, unless accelerated sooner pursuant to Section 9.02.

2.08Interest.

(a)Subject to the provisions of Section 2.08(b), (i) each Term SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Adjusted Term SOFR for such Interest Period plus the Applicable Rate, (ii) each Base Rate Loan (including, to the extent applicable, each Swing Line Loan that is a Base Rate Loan) shall bear interest on the outstanding principal amount thereof from the applicable borrowing or conversion date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iii) each Daily Simple SOFR Loan (including each Swing Line Loan that is a Daily Simple SOFR Loan, but otherwise only if such Type of Loan is applicable pursuant to Section 3.03) shall bear interest on the outstanding principal amount thereof from the applicable borrowing or conversion date at a rate per annum equal to Adjusted Daily Simple SOFR plus the Applicable Rate. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or would result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.

(b)Notwithstanding the foregoing, if any principal of or interest on any Loan, any L/C Disbursement or any fee payable by the Borrower under any Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest at the Default Rate. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09Fees.

In addition to certain fees described in Sections 2.03(h) and 2.03(i):

(a)Revolving Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Revolving Lender, in accordance with its Applicable Revolving Percentage, a commitment fee (the “Revolving Commitment Fee”) equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (A) the aggregate outstanding

principal amount of Revolving Loans and (B) the total L/C Exposure, subject to adjustment as provided in Section 2.15. For the avoidance of doubt, the Swing Line Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining the Revolving Commitment Fee. The Revolving Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Section 5.01 is not met. The Revolving Commitment Fee accrued through and including the last day of March, June, September and December shall be due and payable in arrears on the 15th day following such last day, commencing with the first such date to occur after the Restatement Effective Date, and accrued but unpaid Revolving Commitment Fees shall also be due and payable on the last day of the Availability Period. The Revolving Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b)Ticking Fees. The Borrower shall pay to the Administrative Agent, for the account of each Delayed Draw Term A Lender, a ticking fee (the “Ticking Fee”) at a rate per annum equal to 0.15% of the daily aggregate amount of such Lender’s Delayed Draw Term A Loan Commitment, which shall accrue from and including (i) June 28, 2023 to but excluding (ii) the earlier of (A) the Delayed Draw Funding Date and (B) the date of termination of the Delayed Draw Term A Loan Commitments (such period, the “Ticking Fee Accrual Period”), which Ticking Fee shall be fully earned and payable on the last day of the Ticking Fee Accrual Period (or if such date is not a Business Day, then payable on the next following Business Day).

(c)Other Fees.

(i)The Borrower shall pay to the Administrative Agent, for its own account, fees in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii)The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10Computation of Interest and Fees. Interest computed by reference to the Term SOFR or Daily Simple SOFR and, subject to the next sentence, the Base Rate and all computations of fees hereunder shall be computed on the basis of a year of 360 days. Interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year). In each case, interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable Base Rate, the Adjusted Term SOFR or the Adjusted Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

2.11Evidence of Debt.

(a)The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the

ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 11.06(c). The accounts or records maintained by each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory note shall be in the form of Exhibit G (a “Note”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b)In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12Payments Generally; Administrative Agent’s Clawback.

(a)General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, at the account of the Administrative Agent most recently designated by it for such purpose by notice to the Borrower, for the account of the respective Lenders to which such payment is owed, in Dollars and in immediately available funds not later than 2:00 p.m., New York City time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its pro rata share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m., New York City time, may be deemed by the Administrative Agent to be received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day (or, in the case of principal repayment installments on Term SOFR Loans, if the result of such extension would be to extend such principal repayment installment into another calendar month, such principal repayment installment shall be due on the immediately preceding Business Day), and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such

corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the NYFRB Rate and a rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans of the applicable Class. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of any of the Lenders or any L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or such L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, as the case may be, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(iii)A notice of the Administrative Agent to any Lender, any LIC Issuer or the Borrower with respect to any amount owing under this Section 2.12(b) shall be conclusive, absent manifest error.

(c)Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan set forth in Article V are not satisfied or waived in accordance with the terms hereof (it being understood and agreed that the Administrative Agent shall not have any responsibility to determine whether or not the conditions set forth in Article V are satisfied, such responsibility being exclusively that of the Lenders), the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its

corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e)Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that, any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(f)Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

2.13Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Revolving Loans or Term Loans made by it, or the participations in Letters of Credit or in Swing Line Loans held by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Revolving Loans and Term Loans and subparticipations in Letters of Credit and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and their respective participations in Letters of Credit and Swing Line Loans; provided, that:

(i)if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including the application of funds arising from the existence of a Defaulting Lender and any payment pursuant to Section 2.17, (B) the application of Cash Collateral provided for in Section 2.14 or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in Letters of Credit or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary or other Affiliate thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

2.14Cash Collateral.

(a)Certain Credit Support Events. If (i) as of the Letter of Credit Expiration Date, any L/C Exposure for any reason remains outstanding, (ii) the Borrower shall be required to provide Cash Collateral pursuant to Section 9.02(c), (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 2.05(b) or (iv) there shall exist a Defaulting Revolving Lender, the Borrower shall immediately (in the case of clause (ii) or (iii) above) or within one Business Day (in all other cases) following any request by the Administrative Agent or the applicable L/C Issuer provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.15(b) and any Cash Collateral provided by such Defaulting Revolving Lender).

(b)Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Revolving Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Revolving Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or an L/C Issuer as herein provided (other than Liens permitted under Section 8.01(m)), or that the total amount of such Cash Collateral is less than the amount thereof required pursuant to Section 2.14(a), the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (determined in the case of Cash Collateral provided pursuant to Section 2.15(c), after giving effect to Section 2.15(b) and any Cash Collateral provided by the Defaulting Revolving Lender). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at JPMorgan Chase Bank, N.A. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.03, 2.05, 2.15 or 9.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Exposure, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Revolving Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d)Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the

applicable Revolving Lender (or, as appropriate, its assignee)) or (ii) the determination by the Administrative Agent and the applicable L/C Issuer that there exists excess Cash Collateral; provided that (A) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (B) the Person providing Cash Collateral and such L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.15Defaulting Lenders.

(a)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)Waivers and Amendments. The Commitments, Term Loans and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders, a Majority in Interest of any Class or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or consent pursuant to Section 11.01); provided that any amendment, waiver or consent requiring the consent of all Lenders or all Lenders directly and adversely affected thereby shall, except as otherwise provided in Section 11.01, require the consent of such Defaulting Lender in accordance with the terms hereof.

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuers or the Swing Line Lender hereunder; third, to Cash Collateralize each L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize each L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise as may be required under the