Exhibit 10.1

REFINANCING AMENDMENT NO. 6 TO CREDIT AGREEMENT

REFINANCING AMENDMENT NO. 6, dated as of July 1, 2025 (this “Amendment”), to the Credit Agreement, dated as of June 12, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”), by and among KUEHG Corp., a Delaware corporation (the “Borrower”), KinderCare Learning Companies, Inc., a Delaware corporation (“Initial Holdings”), KC Sub, LLC, a Delaware limited liability company (“Intermediate Holdings”), Barclays Bank PLC (“Barclays”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent under the Loan Documents and the banks and financial institutions from time to time party thereto (the “Lenders”), by and among the Borrower, the other Loan Parties, each Consenting Term Loan Lender (as defined below), each Additional Lender listed on the signature pages hereto in its capacity as a “New Term Loan Lender” (each such Additional Lender in such capacity, a “New Term Loan Lender” and, collectively, the “New Term Loan Lenders”; and together with the Converting Term Loan Lenders (as defined below), the “Amendment No. 6 Lenders”), the Revolving Lenders, and acknowledged by the Administrative Agent. Terms defined in the Credit Agreement or the Amended Credit Agreement and used herein shall have the respective meanings given to them in the Credit Agreement or the Amended Credit Agreement, as applicable, unless otherwise defined herein.

W I T N E S S E T H:

WHEREAS, subject to the terms and conditions of the Credit Agreement, including Section 2.17 of the Credit Agreement, the Borrower may obtain Credit Agreement Refinancing Indebtedness from any Lender or any Additional Lender in respect of all or any portion of the 2024 Refinancing Term Loans (as defined in the Credit Agreement) in the form of Refinancing Term Loans by, among other things, entering into a Refinancing Amendment;

WHEREAS, the Borrower has requested that each holder of 2024 Refinancing Term Loans outstanding immediately prior to the Amendment No. 6 Effective Date (as defined below) (such Lenders, the “Existing Term Loan Lenders”) provide Refinancing Term Loans (the “2025 Refinancing Term Loans”) in an amount equal to (or less than) the outstanding principal amount of the 2024 Refinancing Term Loans held by such Lender immediately prior to the Amendment No. 6 Effective Date (such outstanding 2024 Refinancing Term Loans, the “Refinanced Term Loans”) to refinance in full the Refinanced Term Loans (the “2025 Refinancing”), and each of the Existing Term Loan Lenders that has delivered a consent in substantially the form attached hereto as Exhibit A (a “Consent”; and each Existing Term Loan Lender that executes and delivers a Consent, a “Consenting Term Loan Lender”) is willing to provide 2025 Refinancing Term Loans on and subject to the terms and conditions set forth herein;

WHEREAS, each Existing Term Loan Lender that did not execute and deliver a Consent to the Administrative Agent by 12:00 p.m. New York City time on June 26, 2025 was deemed to have declined to execute a Refinancing Amendment requesting all of the Lenders of the applicable Class to provide Credit Agreement Refinancing Indebtedness in the form of the 2025 Refinancing Term Loans (each such Lender, a “Non-Consenting Term Loan Lender”; and any Refinanced Term Loans held by such Lender, the “Non-Converted Term Loans”), and the Borrower has notified such Non-Consenting Term Loan Lenders and the Administrative Agent, that it intends terminate the 2024 Refinancing Term Loan Commitments of each such Non-Consenting Term Loan Lender and repay all Obligations of the Borrower owing to such Non-Consenting Term Loan Lender in relation to Non-Converted Term Loans and participations held by such Lender, in each case, pursuant to Section 3.07 of the Credit Agreement (the “2025 Prepayment”);

WHEREAS, the proceeds of the 2025 Refinancing Term Loans will be used for working capital and other general corporate purposes, including to fund the 2025 Refinancing and the 2025 Prepayment, restricted payments and other transactions that are not prohibited by the terms of the Loan Documents;

WHEREAS, each of Barclays, Morgan Stanley Senior Funding, Inc. (“MS”), JPMorgan Chase Bank, N.A. (“JPM”), Goldman Sachs Bank USA (“GS”), Macquarie Capital (USA) Inc. (“Macquarie”), MUFG Bank, Ltd. (“MUFG”), Deutsche Bank Securities Inc. (“DBSI”), BofA Securities, Inc. (“BofA”) UBS Securities LLC (“UBS”) and Citizens Bank, N.A. (“Citizens” and, together with Barclays, MS, JPM, GS, Macquarie, MUFG, DBSI, BofA, UBS and Citizens, the “Amendment No. 6 Joint Lead Arrangers and Bookrunners”) has agreed to act as a joint lead arranger and bookrunner for the 2025 Refinancing Term Loans and for this Amendment, which the Borrower acknowledges hereby;

WHEREAS, pursuant to Section 2.17 of the Credit Agreement, only a Refinancing Amendment executed by the Borrower, each Amendment No. 6 Lender and acknowledged by the Administrative Agent is required to effect this Amendment; provided that failure by the Administrative Agent to acknowledge this Amendment shall not affect the effectiveness of this Amendment; and

WHEREAS, the Borrower has also requested, and each of the Revolving Lenders has agreed, to amend certain provisions of the Credit Agreement;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Article I
Amendments

Section 1.1. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Article III of this Amendment, effective as of the Amendment No. 6 Effective Date, the Credit Agreement is amended as set forth in Exhibit A attached hereto, such that all of the newly inserted double-underlined provisions therein (indicated textually in the same manner as the following example: double-underlined text) shall be deemed to be inserted and all of the stricken text therein (indicated textually in the same manner as the following example: stricken text) shall be deemed to be deleted therefrom.

Article II
Establishment of Refinancing Term Loans

Section 2.1. Subject to the terms and conditions set forth herein and in the Amended Credit Agreement, (i) each Consenting Term Loan Lender that selects Option A (Consent and Convert) in its Consent (such Existing Term Loan Lender, a “Converting Term Loan Lender”) hereby consents to this Amendment and agrees to convert all (or such lesser principal amount of 2024 Refinancing Term Loans as the Administrative Agent may allocate to such Converting Term Loan Lender) of such Converting Term Loan Lender’s Refinanced Term Loans into 2025 Refinancing Term Loans (such converted Refinanced Term Loans, the “Converted Term Loans”), (ii) each Consenting Term Loan Lender that selects Option B (Consent and Post-Close Settlement) in its Consent hereby consents to this Amendment and agrees to receive an assignment of 2025 Refinancing Term Loans from the Administrative Agent, in its capacity as a New Term Loan Lender in an amount equal to all (or such lesser principal amount of Refinanced Term Loans as the Administrative Agent may allocate to such Consenting Term Loan Lender) of such Consenting Term Loan Lender’s Refinanced Term Loans shortly after the Amendment No. 6 Effective Date, and (iii) each New Term Loan Lender has agreed to fund 2025 Refinancing Term Loans in an aggregate principal amount equal to the commitment amount set forth next to such New Term Loan Lender’s name on Schedule 1 hereto under the caption “2025 Refinancing Term Loan Commitments” (or such lesser principal amount

as may be jointly determined by the Borrower and the Administrative Agent) (each such commitment, an “2025 Refinancing Term Loan Commitment”). In the event that any Existing Term Loan Lender is a Consenting Term Loan Lender but receives an allocation of 2025 Refinancing Term Loans pursuant to the first sentence of this paragraph in an aggregate principal amount that is less than the aggregate principal amount of Refinanced Term Loans allocated for conversion into 2025 Refinancing Term Loans by such Existing Term Loan Lender, such Existing Term Loan Lender shall be considered a Non-Consenting Term Loan Lender with respect to the difference in the principal amount between such Refinanced Term Loans so allocated for conversion and its allocation of 2025 Refinancing Term Loans and such difference in principal amount shall be considered a Non-Converted Term Loan.

Section 2.2. On the Amendment No. 6 Effective Date: (i) each Amendment No. 6 Lender, severally and not jointly, shall make (or in the case of any Converting Term Loan Lender, be deemed to make) a 2025 Refinancing Term Loan to the Borrower in accordance with the terms of Section 2.17 of the Credit Agreement and the terms hereof and of the Amended Credit Agreement by delivering immediately available funds to the Administrative Agent (or in the case of any Converting Term Loan Lender, by exchanging its Refinanced Term Loans into 2025 Refinancing Term Loans) in an amount equal to its 2025 Refinancing Term Loan Commitment; and (ii) the Borrower shall prepay in full the Refinanced Term Loans and the Non-Converted Term Loans by directing the Administrative Agent to apply the funds made available to the Administrative Agent pursuant to clause (i) above, and any available cash on hand, to prepay in full the Refinanced Term Loans and the Non-Converted Term Loans, in each case, together with any accrued and unpaid interest and fees in respect of such Loans. It is understood and agreed that (i) simultaneously with the deemed making of the 2025 Refinancing Term Loans by each Converting Term Loan Lender and the payment to such Converting Term Loan Lender of all accrued and unpaid interest and fees in respect of the amount of its Refinanced Term Loans converted to Converted Term Loans, such elected amount of the Refinanced Term Loans held by such Converting Term Loan Lender shall be deemed to be extinguished, repaid and no longer outstanding and such Converting Term Loan Lender shall thereafter hold an 2025 Refinancing Term Loan in an aggregate principal amount equal to such Converting Term Loan Lender’s Converted Term Loans and (ii) no Converting Term Loan Lender shall receive any prepayment being made to other Existing Term Loan Lenders holding Refinanced Term Loans from the proceeds of the 2025 Refinancing Term Loans to the extent of such Converting Term Loan Lender’s Converted Term Loans.

Section 2.3. The 2025 Refinancing Term Loans shall be subject to the provisions of the Amended Credit Agreement and the other Loan Documents.

Article III
Conditions to Effectiveness

Section 3.1. Effective Date. This Amendment shall become effective on the date (the “Amendment No. 6 Effective Date”) on which:

(a) The Administrative Agent shall have received:

(i) counterparts of this Amendment duly executed by the Borrower, each other Loan Party, each Consenting Term Loan Lender, each New Term Loan Lender and each Revolving Lender;

(ii) an opinion from Kirkland & Ellis LLP, as special counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent;

(iii) certificates of good standing, to the extent applicable, from the applicable secretary of state of the state of organization (or local equivalent) of each Loan Party;

(iv) a certificate substantially in the form delivered on the Closing Date from each Loan Party signed by a Responsible Officer attaching (x) a correct and complete copy of the Organization Documents of each Loan Party that are in full force and effect as of the Amendment No. 6 Effective Date or certifying that there have been no amendments or modifications to the Organization Documents of each Loan Party since the Amendment No. 3 Effective Date, Amendment No. 4 Effective Date or Amendment No. 5 Effective Date, as applicable, (y) a copy of the resolutions or other action of the board of directors (or similar governing body) of each Loan Party approving the execution, delivery and performance of this Amendment and (z) incumbency certificates and/or other certificates of Responsible Officers of the Loan Parties evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment or certifying that there have been no changes to the incumbency certificates and/or other certificates of Responsible Officers of the Loan Parties delivered to the Administrative Agent on the Amendment No. 3 Effective Date;

(v) a certificate substantially in the form delivered on the Closing Date from the chief financial officer or other officer with equivalent duties of the Borrower as to the Solvency (after giving effect to this Amendment and the transactions contemplated hereby) of the Borrower and its Restricted Subsidiaries;

(vi) a certificate from a Responsible Officer of the Borrower certifying (x) no Specified Event of Default has occurred and is continuing on the Amendment No. 6 Effective Date or would result after giving effect to the transactions contemplated hereby and (y) the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the Amendment No. 6 Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date and any such representations and warranties which are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects;

(vii) a Committed Loan Notice, which shall be delivered at least one business day in advance of the Amendment No. 6 Effective Date; provided that such borrowing request may be conditioned upon the occurring of the Amendment No. 6 Effective Date and revocable if the Amendment No. 6 Effective Date has not occurred on the requested date of borrowing; and

(viii) each New Term Loan Lender shall have received, at least 3 Business Days prior to the Amendment No. 6 Effective Date, to the extent reasonably requested in writing by them at least 10 Business Days prior to the Amendment No. 6 Effective Date (i) all documentation and other information about the Loan Parties in order to comply with applicable “know your customer” and Anti-Money Laundering Laws and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification or a confirmation by the Borrower that the most recent Beneficial Ownership Certification delivered to the Administrative Agent remains true and correct.

(b) The Borrower shall have paid (x) all fees required to be paid to the Amendment No. 6 Joint Lead Arrangers and Bookrunners in connection with the transactions contemplated hereby (or such amounts may, at the Borrower’s option be offset against the proceeds of the 2025 Refinancing Term Loans) and (y) reasonable and documented in reasonable detail out-of-pocket expenses of the Administrative Agent and the Amendment No. 6 Lenders (including the reasonable and documented in

reasonable detail expenses of Davis Polk & Wardwell LLP, counsel to the Administrative Agent and the Amendment No. 6 Lenders) previously agreed in writing to be paid on the Amendment No. 6 Effective Date and for which invoices have been presented at least three (3) Business Days prior to the Amendment No. 6 Effective Date.

Article IV
Reaffirmation

Section 4.1. By executing and delivering a copy hereof, (i) the Borrower and each other Loan Party hereby (A) agrees that all Loans (including, without limitation, the Loans made available on the Amendment No. 6 Effective Date) shall be guaranteed pursuant to the Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Collateral Documents in accordance with the terms and provisions thereof, and (ii) the Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, (B) agrees that, notwithstanding the effectiveness of this Amendment, after giving effect to this Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties (including, without limitation, the Amendment No. 6 Lenders) continue to be in full force and effect and (C) affirms, acknowledges and confirms its guarantee of obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations under the Credit Agreement, in each case after giving effect to this Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, each as amended hereby, including the Loans hereunder (including, without limitation, the Obligations with respect to the Loans hereunder), in each case after giving effect to this Amendment.

Article V
Miscellaneous

Section 5.1. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging (including in .pdf or .tif format) means shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment or in any amendment or other modification hereof shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 5.2. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTIONS 11.15(B) and (C) OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS.

Section 5.3. Waiver of Right to Trial by Jury. SECTION 11.16 OF THE CREDIT AGREEMENT IS INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS.

Section 5.4. Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

Section 5.5. Costs and Expenses. Subject to the limitations set forth in Section 11.04 of the Credit Agreement, the Borrower agrees to pay all reasonable and documented in reasonable detail out of pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment.

Section 5.6. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable in any jurisdiction, (a) the legality, validity and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavour 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 5.7. No Novation; Effect of Amendment. On and after the Amendment No. 6 Effective Date, each reference to the Credit Agreement in any Loan Document (including to any Exhibit or Schedule attached thereto) shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. As of the Amendment No. 6 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit Agreement, as amended by this Amendment, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument. Each reference to a “Lender”, “Lenders”, “Term Lender”, “Secured Party” or any similar term in the Credit Agreement or the other Loan Documents shall be deemed to include the Amendment No. 6 Lenders. Except as expressly set forth in this Amendment, nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of Initial Holdings, Intermediate Holdings or the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the terms being modified as provided in this Amendment. Except as expressly amended hereby or expressly set forth herein, (i) all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed, (ii) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document and shall not alter, modify, amend or in any way affect any terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect, (iii) this Amendment does not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Amendment No. 6 Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations and (iv) nothing contained herein shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or any other Loan

Document or instruments securing same, which obligations shall remain in full force and effect, except in each case as amended, restated, replaced and superseded hereby or by any instruments executed in connection herewith or therewith. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. Each Guarantor further agrees that nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. Notwithstanding anything herein to the contrary, none of the Amendment No. 6 Joint Lead Arrangers and Bookrunners (or any of their respective Affiliates) shall have any powers, duties or responsibilities under this Amendment, except in its capacity as a Lender and/or Administrative Agent, as applicable, hereunder, and such Amendment No. 6 Joint Lead Arrangers and Bookrunners shall have the benefit of Article X of the Amended Credit Agreement.

Section 5.8. Amendments. No amendment or waiver of any provision of this Amendment shall be effective unless in writing signed by each party hereto and as otherwise required by Section 11.01 of the Credit Agreement.

Section 5.9. Notice Period. The Administrative Agent, the Consenting Term Loan Lenders and the New Term Loan Lenders hereby acknowledge and agree that the Borrower has complied with the notice provisions required by Section 2.07 of the Credit Agreement in connection with the prepayment of the Refinanced Term Loans.

Section 5.10. Refinancing Term Loans. The undersigned Responsible Officer of the Borrower hereby designates and each of the Consenting Term Loan Lenders, the New Term Loan Lenders and the Administrative Agent acknowledge and agree that the 2025 Refinancing Term Loans constitute “Credit Agreement Refinancing Indebtedness” and “Refinancing Term Loans” for all purposes under the Amended Credit Agreement.

[Signature Pages Follow]

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

KUEHG CORP.,
as the Borrower

By: /s/ Anthony M. Amandi
Name: Anthony M. Amandi
Title: Chief Financial Officer

KINDERCARE LEARNING COMPANIES, INC.,

KC SUB, LLC,

KUEHG CORP.,

KC REE HOLDINGS, INC.,

REE INVESTMENT, LLC,

REE HOLDCO, INC.,

REE MIDWEST, INC.,

REE SOUTHEAST, INC.,

KINDERCARE EDUCATION HOLDINGS LLC,

KNOWLEDGE SCHOOLS LLC,

KINDERCARE EDUCATION LLC,

KINDERCARE EDUCATION AT WORK LLC,

KU EDUCATION LLC,

KINDERCARE LEARNING CENTERS LLC,

KCE CHAMPIONS LLC,

CDLC EARLY LEARNING, LLC,

each as a Guarantor

By: /s/ Anthony M. Amandi
Name: Anthony M. Amandi
Title: Chief Financial Officer

[Signature Page to Refinancing Amendment No. 6 to Credit Agreement]

Acknowledged by:

BARCLAYS BANK PLC,
as Administrative Agent

By: /s/ Adam E. Schroeder
Name: Adam E. Schroeder
Title: Vice President

[Signature Page to Refinancing Amendment No. 6 to Credit Agreement]

BARCLAYS BANK PLC,
as a Revolving Lender and New Term Loan Lender

By: /s/ Adam E. Schroeder
Name: Adam E. Schroeder
Title: Vice President

MORGAN STANLEY SENIOR FUNDING, INC.,
as a Revolving Lender

By: /s/ Carina Gan
Name: Carina Gan
Title: Vice President

JPMORGAN CHASE BANK, N.A.,
as a Revolving Lender

By: /s/ Kristin Jang
Name: Kristin Jang
Title: Vice President

GOLDMAN SACHS BANK USA,
as a Revolving Lender

By: /s/ Thomas Manning
Name: Thomas Manning
Title: Authorized Signatory

GOLDMAN SACHS LENDING PARTNERS LLC,
as a Revolving Lender

By: /s/ Thomas Manning
Name: Thomas Manning
Title: Authorized Signatory

[Signature Page to Refinancing Amendment No. 6 to Credit Agreement]

MACQUARIE CAPITAL FUNDING LLC,
as a Revolving Lender

By: /s/ Andrew Underwood
Name: Andrew Underwood
Title: Authorized Signatory

By: /s/ Tobias Bachteler
Name: Tobias Bachteler
Title: Authorized Signatory

KKR CORPORATE LENDING LLC,
as a Revolving Lender

By: /s/ John Knox
Name: John Knox
Title: CFO

JEFFERIES FINANCE LLC,
as a Revolving Lender

By: /s/ J.R. Young
Name: J.R. Young
Title: Managing Director

BANK OF AMERICA, N.A.,
as a Revolving Lender

By: /s/ Candice M. Sanders
Name: Candice M. Sanders
Title: SVP: Credit Officer

MUFG BANK, LTD.,
as a Revolving Lender

By: /s/ Jessica Munoz
Name: Jessica Munoz
Title: Vice President

[Signature Page to Refinancing Amendment No. 6 to Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH,
as a Revolving Lender

By: /s/ Phillip Tancorra
Name: Phillip Tancorra
Title: Director

By: /s/ Lauren Danbury
Name: Lauren Danbury
Title: Vice President

UBS AG, STAMFORD BRANCH,
as a Revolving Lender

By: /s/ Muhammad Afzal
Name: Muhammad Afzal
Title: Director

By: /s/ Joselin Fernandes
Name: Joselin Fernandes
Title: Director

CITIZENS BANK, N.A.,
as a Revolving Lender

By: /s/ Danielle Leverone
Name: Danielle Leverone
Title: Director

[Signature Page to Refinancing Amendment No. 6 to Credit Agreement]

Annex A

TERM LENDER CONSENT TO REFINANCING AMENDMENT NO. 6

CONSENT (this “Term Lender Consent”) to the Refinancing Amendment No. 6 (the “Amendment”) which amends that certain Credit Agreement, dated as of June 12, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) to be entered into by and among KUEHG Corp. (the “Borrower”), KinderCare Learning Companies, Inc., as initial holdings, KC Sub, LLC, as intermediate holdings, each Lender party thereto, the Revolving Lenders and Barclays Bank PLC (“Barclays”), as the administrative agent and as the collateral agent. Unless otherwise defined herein, terms defined in the Amendment or Credit Agreement and used herein shall have the meanings given to them in the Amendment or Credit Agreement, as applicable.

Check the first or second box below

      
☐

     OPTION A - CONSENT AND CONVERT:
The undersigned Term Lender hereby irrevocably and unconditionally approves of and consents to the Amendment and agrees to convert 100% of the outstanding principal amount of such Term Lender’s existing 2024 Refinancing Term Loans (or such lesser principal amount of 2024 Refinancing Term Loans as the Administrative Agent may allocate to such Term Lender) into 2025 Refinancing Term Loans in a like principal amount (or such lesser principal amount as the Administrative Agent may allocate to such Term Lender).

      
☐

     OPTION B - CONSENT AND POST-CLOSE SETTLEMENT:
The undersigned Term Lender hereby irrevocably and unconditionally approves of and consents to the Amendment and elects to have all 2024 Refinancing Term Loans held by such Term Lender prepaid on the Amendment No. 6 Effective Date and to receive an assignment of 2025 Refinancing Term Loans in an amount equal to all (or such lesser principal amount of 2024 Refinancing Term Loans as the Administrative Agent may allocate to such Term Lender) of such Term Lender’s 2024 Refinancing Term Loans shortly after the Amendment No. 6 Effective Date.

Annex A

     Name of Lender: ____________________________________________________
 
by
	
Name:
Title:

     For any Institution requiring a second signature line:
by
	
Name:
Title:

Annex A

Exhibit A
Amended Credit Agreement

CREDIT AGREEMENT

dated as of June 12, 2023
(as amended by Amendment No. 1, dated as of March 26, 2024, Amendment No. 2, dated as of April 24, 2024, Amendment No. 3, dated as of October 10, 2024, Amendment No. 4, dated as of October 30, 2024, and Amendment No. 5, dated as of February 11, 2025, and Amendment No. 6, dated as of July 1, 2025)

by and among

KINDERCARE LEARNING COMPANIES, INC.,
as Initial Holdings,

KC SUB, LLC,
as Intermediate Holdings,

KUEHG CORP.,

as the Borrower,

BARCLAYS BANK PLC,
as Administrative Agent and Collateral Agent

and

THE LENDERS AND ISSUING BANKS PARTY HERETO FROM TIME TO TIME
________________

BARCLAYS BANK PLC,

Macquarie Capital (USA) Inc.,

Goldman Sachs Bank USA,

Deutsche Bank Securities Inc.,

UBS Securities LLC,

BofA Securities, Inc.,

Jefferies Finance LLC,

KKR CAPITAL MARKETS LLC, and

CITIZENS BANK, N.A.,
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS


		Page

Article I
Definitions and Accounting Terms

Section 1.01	Defined Terms	1
Section 1.02	Other Interpretive Provisions	85
Section 1.03	Accounting Terms; etc.	87
Section 1.04	Rounding	87
Section 1.05	References to Agreements, Laws, Etc.	87
Section 1.06	Times of Day	88
Section 1.07	Available Amount Transactions	88
Section 1.08	Pro Forma Calculations; Limited Condition Transactions; Basket and Ratio Compliance	88
Section 1.09	Currency Equivalents Generally	92
Section 1.10	Unrestricted Escrow Subsidiary	92
Section 1.11	Cashless Transactions	93
Section 1.12	Payment and Performance	93
Section 1.13	Benchmark Replacement Setting	93

Article II
The Commitments and Borrowings

Section 2.01	Term Loans	95
Section 2.02	Revolving Loans	97
Section 2.03	Swing Line Loan.	98
Section 2.04	Issuance of Letters of Credit and Purchase of Participations Therein	102
Section 2.05	Conversion/Continuation	111
Section 2.06	Availability	112
Section 2.07	Prepayments	112
Section 2.08	Termination or Reduction of Commitments	120
Section 2.09	Repayment of Loans	120
Section 2.10	Interest	121
Section 2.11	Fees	122
Section 2.12	Computation of Interest and Fees	123
Section 2.13	Evidence of Indebtedness	124
Section 2.14	Payments Generally	124
Section 2.15	Sharing of Payments, Etc.	126
Section 2.16	Incremental Facilities	126
Section 2.17	Refinancing Amendments	129
Section 2.18	Extensions of Loans	130
Section 2.19	Permitted Debt Exchanges	132
Section 2.20	Defaulting Lenders	135
Section 2.21	Currency Equivalents	138
Section 2.22	Judgment Currency	138

-i-


Article III
Taxes, Increased Costs Protection and Illegality

Section 3.01	Taxes	139
Section 3.02	Illegality	143
Section 3.03	Inability to Determine Rates	143
Section 3.04	Increased Cost and Reduced Return; Capital Adequacy	144
Section 3.05	Funding Losses	146
Section 3.06	Matters Applicable to All Requests for Compensation	146
Section 3.07	Replacement of Lenders Under Certain Circumstances	147
Section 3.08	Survival	148

Article IV
Conditions Precedent to Borrowings

Section 4.01	Conditions to Initial Borrowing	149
Section 4.02	Conditions to All Borrowings After the Closing Date	150

Article V
Representations and Warranties

Section 5.01	Existence, Qualification and Power; Compliance with Laws	151
Section 5.02	Authorization; No Contravention	151
Section 5.03	Governmental Authorization	152
Section 5.04	Binding Effect	152
Section 5.05	Financial Statements; No Material Adverse Effect	152
Section 5.06	Litigation	152
Section 5.07	Labor Matters	153
Section 5.08	Ownership of Property; Liens	153
Section 5.09	Environmental Matters	153
Section 5.10	Taxes	153
Section 5.11	[Reserved]	153
Section 5.12	Subsidiaries	153
Section 5.13	Margin Regulations; Investment Company Act	154
Section 5.14	Disclosure	154
Section 5.15	Intellectual Property; Licenses, Etc.	154
Section 5.16	Solvency	154
Section 5.17	USA PATRIOT Act, FCPA and OFAC	154
Section 5.18	Collateral Documents	155
Section 5.19	Use of Proceeds	155
Section 5.20	Passive Holding Company	155

Article VI
Affirmative Covenants

Section 6.01	Financial Statements	156
Section 6.02	Certificates; Other Information	158
Section 6.03	Notices	159
Section 6.04	Payment of Certain Taxes	160
Section 6.05	Preservation of Existence, Etc.	160
Section 6.06	[Reserved]	160

-ii-


Section 6.07	Maintenance of Insurance	160
Section 6.08	Compliance with Laws	161
Section 6.09	Books and Records	161
Section 6.10	Inspection Rights	161
Section 6.11	Covenant to Guarantee Obligations and Give Security	161
Section 6.12	Further Assurances	164
Section 6.13	Transactions with Affiliates	164
Section 6.14	Designation of Subsidiaries	166
Section 6.15	Maintenance of Ratings	167
Section 6.16	Post-Closing Matters	167
Section 6.17	Use of Proceeds	167
Section 6.18	Lender Calls	167

Article VII
Negative Covenants

Section 7.01	Liens	168
Section 7.02	Investments	172
Section 7.03	Indebtedness	176
Section 7.04	Fundamental Changes	181
Section 7.05	Dispositions	182
Section 7.06	Restricted Payments	185
Section 7.07	[Reserved]	189
Section 7.08	[Reserved]	189
Section 7.09	Burdensome Agreements	189
Section 7.10	Holding Company Indebtedness	190
Section 7.11	Prepayments, Etc. of Junior Financing; Amendments to Junior Financing Documents	191

Article VIII
Financial Covenant

Section 8.01	First Lien Net Leverage Ratio	192
Section 8.02	Borrower’s Right to Cure	192

Article IX
Events of Default and Remedies

Section 9.01	Events of Default	193
Section 9.02	Remedies upon Event of Default	196
Section 9.03	Application of Funds	197

Article X
Administrative Agent and Other Agents

Section 10.01	Appointment and Authority of the Administrative Agent	198
Section 10.02	Rights as a Lender	198
Section 10.03	Exculpatory Provisions	199
Section 10.04	Reliance by the Agents	200
Section 10.05	Delegation of Duties	201

-iii-


Section 10.06	Non-Reliance on Agents and Other Lenders; Disclosure of Information by Agents	201
Section 10.07	Indemnification of Agents	202
Section 10.08	No Other Duties; Other Agents, Lead Arrangers, Managers, Etc.	203
Section 10.09	Resignation of Administrative Agent or Collateral Agent	203
Section 10.10	Administrative Agent May File Proofs of Claim; Credit Bidding	204
Section 10.11	Collateral and Guaranty Matters	206
Section 10.12	Lender Actions	207
Section 10.13	Appointment of Supplemental Administrative Agents	208
Section 10.14	Intercreditor Agreements	209
Section 10.15	Secured Cash Management Agreements and Secured Hedge Agreements	209
Section 10.16	Withholding Taxes	209
Section 10.17	Certain ERISA Matters	210
Section 10.18	Return of Certain Payments.	211

Article XI
Miscellaneous

Section 11.01	Amendments, Waivers, Etc.	213
Section 11.02	Notices and Other Communications; Facsimile Copies	219
Section 11.03	No Waiver; Cumulative Remedies	221
Section 11.04	Attorney Costs and Expenses	222
Section 11.05	Indemnification by the Borrower	222
Section 11.06	Marshaling; Payments Set Aside	224
Section 11.07	Successors and Assigns	224
Section 11.08	Confidentiality	233
Section 11.09	Set-off	235
Section 11.10	Interest Rate Limitation	236
Section 11.11	Counterparts; Integration; Effectiveness	236
Section 11.12	Electronic Execution of Assignments and Certain Other Documents	236
Section 11.13	Survival	236
Section 11.14	Severability	236
Section 11.15	GOVERNING LAW	237
Section 11.16	WAIVER OF RIGHT TO TRIAL BY JURY	238
Section 11.17	Limitation of Liability	238
Section 11.18	Limitation of Personal Liabilities	238
Section 11.19	USA PATRIOT Act Notice	239
Section 11.20	Service of Process	239
Section 11.21	No Advisory or Fiduciary Responsibility	239
Section 11.22	Binding Effect	239
Section 11.23	Obligations Several; Independent Nature of Lender’s Rights	240
Section 11.24	Headings	240
Section 11.25	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	240
Section 11.26	Acknowledgment Regarding Any Supported QFCs	240

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SCHEDULES

1.01	Unrestricted Subsidiaries
2.01	Commitments and Letter of Credit Percentages
2.04	Existing Letters of Credit
5.06	Litigation
5.07	Labor Matters
5.08	Material Real Property
5.12	Subsidiaries
6.13	Existing Transactions with Affiliates
6.16	Post-Closing Matters
7.01	Existing Liens
7.02	Existing Investments
7.03	Existing Indebtedness
11.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

	Form of
A-1	Committed Loan Notice
A-2	Issuance Notice
A-3	Swing Line Loan Request
A-4	Conversion/Continuation Notice
B-1	Term Loan Note
B-2	Revolving Loan Note
B-3	Swing Line Loan Note
C	Compliance Certificate
D-1	Assignment and Assumption
D-2	Affiliate Assignment Notice
E	Guaranty
F	Security Agreement
G	Non-Bank Certificate
H	Intercompany Subordination Agreement
I	Solvency Certificate
J	Prepayment Notice
K	Junior Lien Intercreditor Agreement
L	Equal Priority Intercreditor Agreement
M	Auction Procedures

-v-

CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of June 12, 2023 (as amended by Amendment No. 1, dated as of March 26, 2024, Amendment No. 2, dated as of April 24, 2024, Amendment No. 3, dated as of October 10, 2024, Amendment No. 4, dated as of October 30, 2024, and Amendment No. 5, dated as of February 11, 2025, and Amendment No. 6, dated as of July 1, 2025), by and among KUEHG Corp., a Delaware corporation (the “Borrower”), KinderCare Learning Companies, Inc., a Delaware corporation (the “Initial Holdings”), KC Sub, LLC, a Delaware limited liability company (the “Intermediate Holdings”), Barclays Bank PLC (“Barclays”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, each Issuing Bank from time to time party hereto, the Swing Line Lender from time to time party hereto and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).

PRELIMINARY STATEMENTS

The Borrower has requested that (a) the applicable Lenders extend credit to the Borrower in the form of (i) the Initial Term Loan in an aggregate principal amount of $1,325,000,000.00 and (ii) the Revolving Commitments in an aggregate principal amount of $160,000,000.00, in each case, on the Closing Date as a secured credit facility and (b) from time to time, the Revolving Lenders make Revolving Loans, the Swing Line Lender make Swing Line Loans and the Issuing Banks issue Letters of Credit, in each case, pursuant to the terms of this Agreement.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Article I
Definitions and Accounting Terms

Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings set forth below:

“2024 Refinancing Term Loan” means any Term Loan made to the Borrower pursuant to Section 2.01(a)(iv).

“2024 Refinancing Term Loan Commitment” means, as to each Lender, its obligation to make a 2024 Refinancing Term Loan to the Borrower hereunder on the Amendment No. 4 Effective Date, expressed as an amount representing the maximum principal amount of the 2024 Refinancing Term Loan to be made by such Lender under Amendment No. 4, as each such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to one or more Assignment and Assumptions. The amount of each Lender’s 2024 Refinancing Term Loan Commitment is (x) equal to such Lender’s 2024 Refinancing Term Loan Commitment (as defined in Amendment No. 4) or (y) otherwise, set forth in the Assignment and Assumption pursuant to which such Lender shall have assumed its 2024 Refinancing Term Loan Commitment, as the case may be.

“2025 Refinancing Term Loan” means any Term Loan made to the Borrower pursuant to Section 2.01(a)(v).

“2025 Refinancing Term Loan Commitment” means, as to each Lender, its obligation to make a 2025 Refinancing Term Loan to the Borrower hereunder on the Amendment No. 6 Effective Date,

expressed as an amount representing the maximum principal amount of the 2025 Refinancing Term Loan to be made by such Lender under Amendment No. 6, as each such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to one or more Assignment and Assumptions. The amount of each Lender’s 2025 Refinancing Term Loan Commitment is (x) equal to such Lender’s 2025 Refinancing Term Loan Commitment (as defined in Amendment No. 6) or (y) otherwise, set forth in the Assignment and Assumption pursuant to which such Lender shall have assumed its 2025 Refinancing Term Loan Commitment, as the case may be.

“Additional Lender” means, at any time, any Person (other than a natural person) that is not an existing Lender and that agrees to provide any portion of any (a) Incremental Facilities pursuant to an Incremental Amendment in accordance with Section 2.16 or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.17; provided that each Additional Lender shall be subject to the approval of the Administrative Agent and, with respect to any such Additional Lender providing any revolving commitments, the Issuing Banks (to the extent constituting Issuing Banks with respect to such Class of Revolving Commitments) and/or the Swing Line Lender (to the extent constituting the Swing Line Lender with respect to such Class of Revolving Commitments) (in each case, such approval not to be unreasonably withheld, conditioned or delayed), in each case to the extent any such consent would be required from the Administrative Agent, the Issuing Banks and/or the Swing Line Lender under Section 11.07(b)(iii)(B), (C), and/or (D), respectively, for an assignment of Commitments or Loans of such Class to such Additional Lender.

“Administrative Agent” has the meaning specified in the introductory paragraph to this Agreement.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

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

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

“Affiliate” means, with respect to any 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. “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. “Controlled” has the meaning correlative thereto. For the avoidance of doubt, none of the Lead Arrangers, the Agents or their respective lending affiliates shall be deemed to be an Affiliate of Holdings, the Borrower or any of their respective Subsidiaries. For purposes of this Agreement and the other Loan Documents, Jefferies LLC and its Affiliates shall be deemed to be Affiliates of Jefferies Finance LLC and its Affiliates.

“Affiliated Debt Fund” means (a) any Affiliate of the Sponsor that is a bona fide bank, debt fund, distressed asset fund, hedge fund, mutual fund, insurance company, financial institution or an investment vehicle that is engaged in the business of investing in, acquiring or trading commercial loans, bonds or similar extensions of credit in the ordinary course, in each case, that is not organized primarily for the purpose of making equity investments and (b) any investment fund or account of a Permitted Investor managed by third parties (including by way of a managed account, a fund or an index fund in which a

Permitted Investor has invested) that is not organized or used primarily for the purpose of making equity investments, in each case of clauses (a) and (b), with respect to which neither the Sponsor, nor any other Permitted Investor, directly or indirectly, possesses the power to direct or cause the direction of the investment policies of such entity.

“Affiliated Lender” means, at any time, any Lender that is the Sponsor or an Affiliate of the Sponsor at such time, excluding in any case, (a) Holdings, (b) the Borrower, (c) any Subsidiary of Holdings, (d) any natural person and (e) any Affiliated Debt Fund.

“Affiliated Lender Revolving Cap” has the meaning specified in Section 11.07(h)(iv).

“Affiliated Lender Term Loan Cap” has the meaning specified in Section 11.07(h)(iii).

“Agent Fee Letter” means the agent fee letter, dated as of April 25, 2023, between the Borrower and Barclays, as Administrative Agent, as amended, restated, modified or supplemented from time to time in accordance with the terms thereof.

“Agent Parties” has the meaning specified in Section 11.02(e).

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, shareholders, employees, agents, attorney-in-fact, partners, trustees, advisors and other representatives of such Persons and of such Persons’ Affiliates.

“Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Joint Bookrunners, the Supplemental Administrative Agents (if any) and the Lead Arrangers.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement, as amended, restated, modified or supplemented from time to time in accordance with the terms hereof.

“Agreement Currency” has the meaning specified in Section 2.22(b).

“Alternative Currencies” means (a) in the case of Revolving Loans, Euros, British Pounds and any other currency (other than Dollars) agreed to by the Administrative Agent, the Borrower and each Revolving Lender in writing at the request of the Borrower, (b) in the case of any Letter of Credit, Euros, British Pounds, and any other currency (other than Dollars) agreed to by the Borrower and the applicable Issuing Bank in writing at the request of the Borrower and (c) in the case of any Incremental Facility, any currency agreed to by the Borrower and the Lenders providing such Incremental Facility; provided that such Alternative Currency shall only be permitted to the extent it is administratively feasible for the Administrative Agent to provide agency services for products denominated in such Alternative Currency.

“Amendment No. 1” means Incremental Amendment No. 1 to Credit Agreement, dated as of March 26, 2024, by and among the Borrower, the other Loan Parties party thereto, the Amendment No. 1 Lender party thereto, and acknowledged by the Administrative Agent.

“Amendment No. 1 Effective Date” has the meaning specified in Amendment No. 1.

“Amendment No. 1 Joint Lead Arrangers and Bookrunners” has the meaning specified in Amendment No. 1.

“Amendment No. 1 Lender” has the meaning specified in Amendment No. 1.

“Amendment No. 1 Term Loan Commitments” has the meaning specified in Amendment No. 1.

“Amendment No. 1 Term Loans” has the meaning specified in Amendment No. 1.

“Amendment No. 2” means Refinancing Amendment No. 2 to Credit Agreement, dated as of April 24, 2024, by and among the Borrower, the other Loan Parties party thereto, the Amendment No. 2 Lenders, the Revolving Lenders, and acknowledged by the Administrative Agent.

“Amendment No. 2 Effective Date” has the meaning specified in Amendment No. 2.

“Amendment No. 2 Lead Arrangers and Bookrunners” has the meaning specified in Amendment No. 2.

“Amendment No. 2 Lenders” has the meaning specified in Amendment No. 2.

“Amendment No. 2 Term Loan Commitments” has the meaning specified in Amendment No. 2.

“Amendment No. 2 Term Loans” has the meaning specified in Amendment No. 2.

“Amendment No. 3” means Amendment No. 3 to Credit Agreement, dated as of October 10, 2024, by and among the Borrower, the other Loan Parties party thereto, the Amendment No. 3 Lenders, the Revolving Lenders party thereto, and acknowledged by the Administrative Agent.

“Amendment No. 3 Effective Date” has the meaning specified in Amendment No. 3.

“Amendment No. 3 Joint Lead Arrangers and Bookrunners” has the meaning specified in Amendment No. 3.

“Amendment No. 3 Lenders” has the meaning specified in Amendment No. 3.

“Amendment No. 4” means Refinancing Amendment No. 4 to Credit Agreement, dated as of October 30, 2024, by and among the Borrower, the other Loan Parties party thereto, the Lenders party thereto, and acknowledged by the Administrative Agent.

“Amendment No. 4 Effective Date” has the meaning specified in Amendment No. 4.

“Amendment No. 4 Joint Lead Arrangers and Bookrunners” has the meaning specified in Amendment No. 4.

“Amendment No. 4 Lenders” has the meaning specified in Amendment No. 4.

“Amendment No. 5” means Amendment No. 5 to Credit Agreement, dated as of February 11, 2025, by and among the Borrower, the other Loan Parties party thereto, the Amendment No. 5 Lender, the Revolving Lenders, and acknowledged by the Administrative Agent.

“Amendment No. 5 Effective Date” has the meaning specified in Amendment No. 5.

“Amendment No. 5 Joint Lead Arrangers and Bookrunners” has the meaning specified in Amendment No. 5.

“Amendment No. 5 Lender” has the meaning specified in Amendment No. 5.

“Amendment No. 6” means Amendment No. 6 to Credit Agreement, dated as of July 1, 2025, by and among the Borrower, the other Loan Parties party thereto, the Amendment No. 6 Lenders, the Revolving Lenders, and acknowledged by the Administrative Agent.

“Amendment No. 6 Effective Date” has the meaning specified in Amendment No. 6.

“Amendment No. 6 Joint Lead Arrangers and Bookrunners” has the meaning specified in Amendment No. 6.

“Amendment No. 6 Lender” has the meaning specified in Amendment No. 6.

“Annual Financial Statements” means the audited consolidated balance sheets and related consolidated statements of operations and comprehensive income (loss) and cash flows for the Reporting Entity and its consolidated subsidiaries for the fiscal year ended on or about December 31, 2022.

“Anti-Corruption Laws” the U.S. Foreign Corrupt Practices Act of 1977 and similar anti-corruption Laws administered by any Governmental Authority having jurisdiction over the Borrower or its Restricted Subsidiaries by virtue of being organized in such jurisdiction.

“Anti-Money Laundering Laws” means any Law relating to money laundering or terrorist financing, including without limitation the USA PATRIOT Act, administered by any Governmental Authority having jurisdiction over the Borrower or its Restricted Subsidiaries by virtue of being organized in such jurisdiction.

“Applicable Commitment Fee” means, from and after the Closing Date, a percentage per annum that shall be equal to,

(a) from the Closing Date until the Business Day after the date on which the Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 6.02(a) calculating the First Lien Net Leverage Ratio in respect of the first full fiscal quarter ending after the Closing Date, 0.50% per annum,

(b) thereafter, the applicable rate per annum set forth below under the caption “Applicable Commitment Fee” based upon the First Lien Net Leverage Ratio as of the last day of the applicable Test Period as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):


First Lien Net Leverage Ratio	Applicable Commitment Fee
Above 4.00 to 1.00	0.50%
Equal to or below 4.00 to 1.00, but above 3.75 to 1.00	0.375%
Equal to or below 3.75 to 1.00	0.25%

No change in the Applicable Commitment Fee shall be effective until the first Business Day after the date on which the Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 6.02(a). At any time the Borrower has not submitted to the Administrative Agent the applicable information as and when required under Section 6.02(a), the Applicable Commitment Fee shall be determined as if the First Lien Net Leverage Ratio were in excess of 4.00 to 1.00. Within 1 Business Day of receipt of the applicable information under Section 6.02(a), the Administrative Agent shall give each Revolving Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Commitment Fee in effect from the effective date set forth above. In the event that any financial statement or certificate delivered pursuant to Section 6.01 or Section 6.02 is determined to be inaccurate (at a time prior to the satisfaction of the Termination Conditions), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Commitment Fee for any period than the Applicable Commitment Fee applied for such applicable period, then (a) the Borrower shall promptly (and in any event within 5 Business Days) following such determination deliver to the Administrative Agent correct financial statements and certificates required by Section 6.01 and Section 6.02 for such applicable period, (b) the Applicable Commitment Fee for such applicable period shall be determined as if the First Lien Net Leverage Ratio were determined based on the amounts set forth in such correct financial statements and certificates and (c) the Borrower shall promptly (and in any event within 10 Business Days) following delivery of such corrected financial statements and certificates pay to the Administrative Agent the accrued additional amounts owing as a result of such increased Applicable Commitment Fee for such applicable period and no Default or Event of Default shall be deemed to have occurred as a result of such underpayment prior to the expiration of such 10 Business Day period; provided that if as a result of any such calculations of the First Lien Net Leverage Ratio there would have been higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by the Borrower shall be based on the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees paid for all such periods. Notwithstanding anything to the contrary set forth herein, the provisions of this paragraph may be amended or waived with the consent of only the Borrower and the Required Facility Lenders.

“Applicable Creditor” has the meaning specified in Section 2.22(b).

“Applicable ECF Prepayment Percentage” means,

(a) 50%, if the First Lien Net Leverage Ratio (calculated, for such purpose, after giving Pro Forma Effect to such prepayment at a rate of 50%) at the end of the immediately preceding fiscal year exceeds 3.25 to 1.00; and

(b) 0%, if such First Lien Net Leverage Ratio calculated in accordance with clause (a) above is equal to or less than 3.25 to 1.00.

“Applicable Rate” means, from and after the Closing Date:

(a) on and from the Amendment No. 46 Effective Date, with respect to the 20242025 Refinancing Term Loans, a percentage per annum equal to (i) for Term Benchmark Loans, 3.252.75% and (ii) for Base Rate Loans, 2.251.75%;

(b) (xw) prior to the Amendment No. 2 Effective Date, with respect to Revolving Loans, a percentage per annum equal to, (i) for Term Benchmark Loans or RFR Loans, 5.00% and (ii) for Base Rate Loans, 4.00%; provided that from and after the first Business Day after the date on which the Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 6.02(a) calculating the First Lien Net Leverage Ratio in respect of the first full fiscal quarter ending after the Closing Date, the “Applicable Rate” for Revolving Loans shall be the applicable rate per annum set forth below under the caption “Base Rate Spread,” or “Term Benchmark Spread or RFR Spread,” respectively, based upon the First Lien Net Leverage Ratio as of the last day of the applicable Test Period as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):


First Lien Net Leverage Ratio	Base Rate Spread	Term Benchmark Spread or RFR Spread
Above 4.00 to 1.00	4.00%	5.00%
Equal to or below 4.00 to 1.00, but above 3.75 to 1.00	3.75%	4.75%
Equal to or below 3.75 to 1.00	3.50%	4.50%

; (yx) on and after the Amendment No. 2 Effective Date, but prior to the Amendment No. 4 Effective Date, the “Applicable Rate” for Revolving Loans shall be the applicable rate per annum set forth below under the caption “Base Rate Spread,” or “Term Benchmark Spread or RFR Spread,” respectively, based upon the First Lien Net Leverage Ratio as of the last day of the

applicable Test Period as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):


First Lien Net Leverage Ratio	Base Rate Spread	Term Benchmark Spread or RFR Spread
Above 4.00 to 1.00	3.50%	4.50%
Equal to or below 4.00 to 1.00, but above 3.75 to 1.00	3.25%	4.25%
Equal to or below 3.75 to 1.00	3.00%	4.00%

; (zy) on and after the Amendment No. 4 Effective Date but prior to the Amendment No. 6 Effective Date, the “Applicable Rate” for Revolving Loans shall be the applicable rate per annum set forth below under the caption “Base Rate Spread,” or “Term Benchmark Spread or RFR Spread,” respectively, based upon the First Lien Net Leverage Ratio as of the last day of the applicable Test Period as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):


First Lien Net Leverage Ratio	Base Rate Spread	Term Benchmark Spread or RFR Spread
Above 4.00 to 1.00	2.00%	3.00%
Equal to or below 4.00 to 1.00, but above 3.75 to 1.00	1.75%	2.75%
Equal to or below 3.75 to 1.00	1.50%	2.50%

; (z) on and after the Amendment No. 6 Effective Date, the “Applicable Rate” for Revolving Loans shall be the applicable rate per annum set forth below under the caption “Base Rate Spread,” or “Term Benchmark Spread or RFR Spread,” respectively, based upon the First Lien Net Leverage Ratio as of the last day of the applicable Test Period as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):


First Lien Net Leverage Ratio	Base Rate Spread	Term Benchmark Spread or RFR Spread
Above 4.00 to 1.00	1.50%	2.50%


Equal to or below 4.00 to 1.00, but above 3.75 to 1.00	1.25%	2.25%
Equal to or below 3.75 to 1.00	1.00%	2.00%

(c) with respect any other Class of Loans, as specified in the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other applicable Loan Documents.

No change in the Applicable Rate for Revolving Loans shall be effective until the first Business Day after the date on which the Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 6.02(a). At any time the Borrower has not submitted to the Administrative Agent the applicable information as and when required under Section 6.02(a), the Applicable Rate for Revolving Loans shall be determined as if the First Lien Net Leverage Ratio were in excess of 4.00 to 1.00. Within 1 Business Day of receipt of the applicable information under Section 6.02(a), the Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Rate in effect from the effective date set forth above. In the event that any financial statement or certificate delivered pursuant to Section 6.01 or Section 6.02 is determined to be inaccurate (at a time prior to the satisfaction of the Termination Conditions), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period than the Applicable Rate applied for such applicable period, then (a) the Borrower shall promptly (and in any event within 5 Business Days) following such determination deliver to the Administrative Agent correct financial statements and certificates required by Section 6.01 and Section 6.02 for such applicable period, (b) the Applicable Rate for such applicable period shall be determined as if the First Lien Net Leverage Ratio were determined based on the amounts set forth in such correct financial statements and certificates and (c) the Borrower shall promptly (and in any event within 10 Business Days) following delivery of such corrected financial statements and certificates pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Rate for such applicable period and no Default or Event of Default shall be deemed to have occurred with respect to such underpayment prior to the expiration of such 10 Business Day period; provided that if as a result of any such calculations of the First Lien Net Leverage Ratio there would have been higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by the Borrower shall be based on the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees paid for all such periods. Notwithstanding anything to the contrary set forth herein, the provisions of this paragraph (other than the first sentence hereof) may be amended or waived with the consent of only the Borrower and the Required Revolving Lenders.

“Appropriate Lender” means, at any time, with respect to Commitments or Loans of any Class, the Lenders of such Class.

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

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D-1 or any other form approved by the Administrative Agent and the Borrower.

“Attorney Costs” means all reasonable and documented in reasonable detail fees, expenses and disbursements of any law firm or other external legal counsel.

“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Loan Prepayment (as defined in Exhibit M); provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided, further, that neither the Borrower nor any of its Affiliates may act as the Auction Agent.

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.04(b)(iii).

“Available Amount” means, at any time (the “Available Amount Reference Date”), a cumulative amount, not less than zero in the aggregate, equal to the sum of, without duplication:

(a) 35% of the greater of (A) the Closing Date EBITDA and (B) the TTM Consolidated Adjusted EBITDA, calculated on a Pro Forma Basis as of the applicable date of determination; plus

(b) an amount equal to the Retained Excess Cash Flow Amount; plus

(c) the cumulative amount of (A) cash and Cash Equivalents and the fair market value of assets contributed to the Borrower in the form of Qualified Equity Interests (other than Specified Equity Contributions) and (B) the principal amount of any Indebtedness of the Borrower and/or its Restricted Subsidiaries converted into or exchanged for Qualified Equity Interests of Holdings or any direct or indirect parent thereof, in each case, (i) during the period from and including the Business Day immediately following the Closing Date through and including the Available Amount Reference Date and (ii) Not Otherwise Applied; plus

(d) to the extent not reflected as a return of capital for purposes of determining the total amount of Investments made pursuant to Section 7.02(y)(ii), the aggregate amount of all returns (including repayments of principal and payments of interest), profits, dividends and distributions (whether in cash, Cash Equivalents or property) received by the Borrower or any Restricted Subsidiary from any Unrestricted Subsidiary or joint venture during the period from and including the Business Day immediately following the Closing Date through and including the Available Amount Reference Date in respect of Investments in such Unrestricted Subsidiary or joint venture made in reliance on the Available Amount; plus

(e) to the extent not reflected as a return of capital for purposes of determining the total amount of Investments made pursuant to Section 7.02(y)(ii), Investments of the Borrower and its Restricted Subsidiaries in any Unrestricted Subsidiary that has been re-designated as a Restricted Subsidiary or that has been merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries or any joint venture that has become a Restricted Subsidiary or has been merged or consolidated with or into the Borrower or any of its Restricted Subsidiaries, in each case, to the extent that the original Investment in such Unrestricted Subsidiary or joint venture, as applicable, was made in reliance on the Available Amount (up to the fair market value of the Investments of the Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary or joint venture, as applicable, at the time of such re-designation or merger or consolidation) during the period from and including the Business Day immediately following the Closing Date through and including the Available Amount Reference Date; plus

(f) to the extent not reflected as a return of capital for purposes of determining the total amount of Investments made pursuant to Section 7.02(y)(ii), the aggregate amount of all Net Cash Proceeds received by the Borrower or any Restricted Subsidiary in connection with the sale, transfer or other disposition of its ownership interests in any Unrestricted Subsidiary or any joint venture during the period from and including the Business Day immediately following the Closing Date through and including the Available Amount Reference Date, in each case, to the extent that the original Investment in such Unrestricted Subsidiary or joint venture were made in reliance on the Available Amount; plus

(g) to the extent not reflected as a return of capital for purposes of determining the amount of Investments made pursuant to Section 7.02(y)(ii), the returns (including repayments of principal and payments of interest), profits, distributions and similar amounts received in cash or Cash Equivalents by the Borrower and its Restricted Subsidiaries in respect of Investments made in reliance on the Available Amount; plus

(h) any Excess Cash Flow below the amount specified in the definition of “Required ECF Prepayment Amount” and any Net Cash Proceeds from Dispositions of Collateral pursuant to the General Asset Sale Basket and Casualty Events with respect to Collateral below the amounts specified in Section 2.07(b)(ii)(B); plus

(i) the amount of mandatory prepayments required to be made pursuant to Section 2.07(b) that have been declined by Lenders and retained by the Borrower in accordance with Section 2.07(b) (but only to the extent also declined by holders of other secured Indebtedness of the Borrower or any Restricted Subsidiary to the extent required to be offered to such holders) during the period from and including the Business Day immediately following the Closing Date through and including the Available Amount Reference Date; minus

(j) any amount of Net Cash Proceeds from Dispositions of Collateral pursuant to the General Asset Sale Basket or Casualty Events in excess of the Required Asset Sale Prepayment Amount; minus

(k) the sum of (A) [reserved], (B) [reserved], (C) the aggregate amount of any Investments made pursuant to Section 7.02(y)(ii), (D) the aggregate amount of Restricted Payments made pursuant to Section 7.06(q)(ii) and (E) the aggregate principal amount of Junior Financing prepaid pursuant to Section 7.11(a)(vii)(2), in each case, during the period commencing on the Business Day immediately after the Closing Date and ending on the Available Amount Reference Date (and, for purposes of this clause (k), without taking account of the intended usage of the Available Amount on such Reference Date in the contemplated transaction).

“Available Amount Reference Date” has the meaning specified in the definition of “Available Amount”.

“Available RP Amount” means, at any time, the aggregate amount of Restricted Payments permitted to be made under Section 7.06(k), Section 7.06(q)(i) and Section 7.06(r) at such time.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark (or component thereof) is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case,

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 1.13(d) (but including any tenor for such Benchmark that is added to the definition of “Interest Period” pursuant to Section 1.13(d)).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

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

“Barclays” has the meaning specified in the introductory paragraph to this Agreement.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the Prime Rate and (c) Term SOFR on such day for an Interest Period of one month plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day); provided that (1) notwithstanding the foregoing, the “Base Rate” shall in no event be less than (1) with respect to the 20242025 Refinancing Term Loans, 1.50% per annum and (2) with respect to any Revolving Loans, 1.00% per annum and (2) for the avoidance of doubt, Term SOFR for any day shall be Term SOFR for a one-month interest period on the day that is two (2) Business Days prior to such day, as such rate is published by the Term SOFR Administrator. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or Term SOFR, respectively.

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

“Base Rate Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Benchmark” means, initially, each of Term SOFR Reference Rate, the EURIBO Rate and Daily Simple RFR; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and the related Benchmark Replacement Date have occurred with respect to the Term SOFR Reference Rate, the EURIBO Rate or the Daily Simple RFR, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 1.13(b).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event or an Early Opt-in Election, for any Available Tenor, the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body, (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities and (iii) any impact to the Borrower under proposed U.S. Treasury Regulation § 1.1001-6 as of the date thereof and any

successor or final regulation or other guidance relating thereto; provided that, if the Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of the 20242025 Refinancing Term Loans and the Revolving Loans, as applicable.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, 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,” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, applicability and length of lookback periods, applicability of Section 1.13, applicability of breakage provisions and other technical, administrative or operational matters) that the Administrative Agent decides, with the consent of the Borrower, may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides, with the consent of the Borrower, that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines, with the consent of the Borrower, that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides, with the consent of the Borrower, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the 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);

(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 non-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; or

(c) in the case of an Early Opt-In Election, the date jointly elected by the Administrative Agent and the Borrower and specified by the Administrative Agent, with the consent of the Borrower, by notice to the Lenders.

For the avoidance of doubt, 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 the occurrence of one or more of the following events with respect to the 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 Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, 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), 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 not, or as of a specified future date will not 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 Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day (or such other date selected by the Administrative Agent and the Borrower) prior to the expected date of such event as of such public statement or publication of information (as such expected date may be delayed pursuant to any subsequent public statement or event) (or if the expected date of such prospective event is fewer than 90 days (or such other date selected by the Administrative Agent and the Borrower) after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date jointly elected by the Administrative Agent and the Borrower and specified by the Administrative Agent, with the consent of the Borrower, by notice to the Lenders.

“Benchmark Unavailability Period” means, 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 the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 1.13 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 1.13.

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

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

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies or (c) any Person whose assets include (for purposes of the Department of Labor regulation located at 29 C.F.R. Section 2510.3-101, as modified by ERISA Section 3(42)) the “plan assets” of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Board of Directors” means, as to any Person, the board of directors, board of managers or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors, board of managers or other governing body of such entity, and the term “directors” means members of the Board of Directors.

“Borrower” has the meaning specified in the introductory paragraph to this Agreement.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a borrowing consisting of Loans of the same Class, Type and currency, made, converted or continued on the same date and, in the case of Term Benchmark Loans, having the same Interest Period.

“British Pounds” or “£” means lawful money of the United Kingdom.

“Business Day” means (a) any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the jurisdiction where the Administrative Agent’s Office is located (which, as of the Closing Date, is New York, New York), (b) if such day relates to any interest rate settings as to a Term Benchmark Loan in Dollars, or any other calculation or determination involving Term SOFR, any such day described in clause (a) above that is also a U.S. Government Securities Business Day, (c) if such day relates to any interest rate settings as to a Term Benchmark Loan in Euros, or any other calculation or determination involving Term Benchmark Loans in Euros, any such day described in clause (a) that is also a day on which the Trans-European Automated Real Time Gross Settlement Express Transfer (TARGET) payment system is open for the settlement of payment in Euros, (d) if such date relates to any interest rate settings as to an RFR Loan, or any other calculation or determination involving RFR Loans, any such day described in clause (a) that is also a day on which banks are open for general business in London and (e) if such day relates to any interest rate settings in connection with a Loan or Letter of Credit denominated in a currency other than Dollars, British Pounds or Euros, means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Capital Expenditures” means, for any period, the aggregate amount of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capitalized Leases) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of the Borrower and the Restricted Subsidiaries.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized

and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP, as determined by the Borrower in good faith.

“Capitalized Leases” means all capital or finance leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases notwithstanding any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capitalized lease; provided that for the avoidance of doubt, no Non-Finance Lease shall be considered a capitalized lease.

“Capitalized Software Expenditures” means, for any period, the aggregate amount of all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Borrower and its Restricted Subsidiaries.

“Captive Insurance Subsidiary” means any Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Cash Collateral Account” means an account held at, and subject to the sole dominion and control of, the Collateral Agent.

“Cash Collateralize” means, in respect of any Obligation, to provide and pledge (as a first priority perfected security interest) cash collateral in Dollars, at a location and pursuant to documentation in form and substance reasonably satisfactory to Administrative Agent, an Issuing Bank or the Swing Line Lender, as applicable (and “Cash Collateralization” has a corresponding meaning). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means any of the following types of Investments (including, for the avoidance of doubt, cash), to the extent owned by the Borrower or any Restricted Subsidiary:

(a) Dollars or any Alternative Currency;

(b) (a) Euros, Yen, Canadian Dollars, Pounds or any national currency of any participating member state of the EMU and (b) local currencies held by the Borrower or any Restricted Subsidiary from time to time in the ordinary course of business and not for speculation;

(c) readily marketable direct obligations issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 12 months or less from the date of acquisition;

(d) certificates of deposit and time deposits with maturities of one year or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $500,000,000 (or the foreign currency equivalent thereof as of the date of such investment);

(e) repurchase obligations for underlying securities of the types described in clauses (c) and (d) above or clause (h) below entered into with any financial institution meeting the qualifications specified in clause (d) above;

(f) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency) and in each case maturing within 12 months after the date of creation thereof;

(g) marketable short-term money market and similar highly liquid funds having a rating of at least P-2 or A-2 from Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency);

(h) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency);

(i) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency);

(j) investment funds investing at least 90% of their assets in securities of the types described in clauses (a) through (i) above; and

(k) solely with respect to any Captive Insurance Subsidiary, any investment that a Captive Insurance Subsidiary is not prohibited in accordance with applicable law.

In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a jurisdiction outside the United States of America, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (k) above in foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (k) above and in this paragraph. Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (a) or (b) above; provided that such amounts, except amounts used to pay obligations of the Borrower or any Restricted Subsidiary denominated in any currency other than Dollars in the ordinary course of business, are expected by the Borrower to be converted into any currency listed in clause (a) or (b) above in the ordinary course of business, or, if not expected to be converted in the ordinary course of business, to the extent converted as promptly as practicable.

“Cash Management Bank” means (a) any Person that is, on the Closing Date or at the time that it enters into any agreement creating Cash Management Obligations, an Agent, a Lender, an Issuing Bank or the Swing Line Lender or an Affiliate of any Person described above or (b) any other Person designated in writing by the Borrower to the Administrative Agent from time to time, including with respect to any such Cash Management Obligations existing on the Closing Date; provided that, in the case of this clause (b),

such Person shall have delivered an accession agreement in substantially the form attached to the Guaranty attached hereto as Exhibit E.

“Cash Management Obligations” means obligations owed by the Borrower or any Restricted Subsidiary to any Cash Management Bank in respect of or in connection with any Cash Management Services and designated by the Borrower in writing to the Administrative Agent as “Cash Management Obligations.”

“Cash Management Services” means any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit card processing, credit or debit card, purchase card, electronic funds transfer and other cash management arrangements.

“Casualty Event” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“Change in Law” means the occurrence, after the Closing Date (or, in the case of any Person that becomes a Lender after the Closing Date, after the date such Person becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty (excluding the taking effect after the Closing Date of a law, rule, regulation or treaty adopted prior to the Closing Date), (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. It is understood and agreed that (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173), all Laws relating thereto, all interpretations and applications thereof and any compliance by a Lender with any and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof or relating thereto and (ii) all requests, rules, guidelines, requirements or directives issued by any United States or foreign regulatory authority in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) in each case pursuant to Basel III or Basel IV (other than to the extent that a Lender knew, or could reasonably have been expected to know, the potential impact of such rules prior to becoming a Lender hereunder), shall, for the purposes of this Agreement, be deemed to be adopted subsequent to the Closing Date and a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.

“Change of Control” means the earlier to occur of:

(a) (i) at any time prior to the consummation of a Qualifying IPO, the Permitted Holders ceasing to beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), in the aggregate, directly or indirectly, 50% or more of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings; or

(ii) at any time upon or after the consummation of a Qualifying IPO, any Person (other than a Permitted Holder) or Persons (other than one or more Permitted Holders) constituting a “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date, but excluding any employee benefit plan, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becoming the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act as in effect on the Closing Date), directly or indirectly, of Equity Interests representing more than 50% of the

aggregate ordinary voting power represented by the then issued and outstanding Equity Interests of Holdings,

unless, in the case of either clause (a)(i) or (a)(ii) above, the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election 50% or more of the members of the Board of Directors of Holdings; and

(b) Holdings ceasing to own, (x) indirectly through Intermediate Holdings or (y) after consummation of the transaction contemplated by Section 5.20(l) herein, directly, in each case, 100% of the Equity Interests of the Borrower.

Notwithstanding the preceding provisions and the provisions of the applicable Laws, (i) a Person or “group” shall not be deemed to beneficially own Equity Interests subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Equity Interests in connection with the transactions contemplated by such agreement, (ii) a Person or group will not be deemed to beneficially own the Equity Interests of another Person as a result of its ownership of the Equity Interests or other securities of such other Person’s parent entity unless it owns more than 50% of the aggregate ordinary voting power represented by the then issued and outstanding Equity Interests of such other Person and (iii) the right to acquire any voting Equity Interest (so long as such Person does not have the right to direct the voting of such Equity Interest subject to such right) or any veto power in connection with the acquisition or disposition of voting Equity Interest will not cause a Person to become a beneficial owner.

“Class”, when used with respect to (a) any Term Loans, refers to the Term Loans subject to the same terms under this Agreement, irrespective of whether such Term Loans are incurred at the same time, under the same effectiveness conditions and/or with respect to which the same OID, upfront fees or similar fees have been made, (b) any Commitments, refers to the Commitments subject to the same terms under this Agreement, irrespective of which such Commitments are incurred at the same time, under the same effectiveness conditions and/or with respect to which the same upfront fees or similar fees have been made and (c) any Lender, refers to the Lenders having Loans and/or Commitments of a particular Class. The determination of a “Class” shall be without regard to differences in the Type of Loan or the Interest Periods or differences in tax treatment, including tax fungibility. The Revolving Extended Tranche Commitments shall constitute the same Class as the Revolving Extended Tranche Loans. The Revolving Non-Extended Tranche Commitments shall constitute the same Class as the Revolving Non-Extended Tranche Loans. Any Incremental Amendment, Refinancing Amendment, Extension Amendment or any other Loan Document may expressly provide whether any Loans or Commitments documented thereunder shall constitute the same Class with any other Loans or Commitments under this Agreement and subject to the exceptions set forth above, so long as the same terms under this Agreement apply to such new Loans or Commitments and the applicable existing Loans or Commitments, such designation shall be final and conclusive. For the avoidance of doubt, (x) the Term Loan Commitments and the Term Loans shall constitute separate Classes from the Revolving Commitments and the Revolving Loans, respectively, and (y) the Revolving Extended Tranche Commitments and the Revolving Extended Tranche Loans shall constitute separate Classes from the Revolving Non-Extended Tranche Commitments and the Revolving Non-Extended Tranche Loans.

“Closing Date” means the first date on which all of the conditions precedent in Section 4.01 are satisfied or waived. The Closing Date is June 12, 2023.

“Closing Date EBITDA” means $347,000,000.00.

“Closing Date Refinancing” means (a) the repayment of all indebtedness under the Existing First Lien Credit Agreement, (b) the repayment of all indebtedness under the Existing Second Lien Credit Agreement, (c) the repayment of all indebtedness under the Existing First Lien Notes and, in each case, the termination of any related commitments thereunder, the termination of any Guarantees related thereto and the termination, release or authorization to terminate or release all Liens related thereto pursuant to customary payoff letters, in each case, on or prior to the Closing Date.

“Co-Investor” means any (a) Person (other than the Sponsor or any Management Stockholder) who is a holder of Equity Interests in Holdings (or any of the direct or indirect parent companies of Holdings) on the Closing Date and (b) Affiliate of any such Person in clause (a).

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means all the “Collateral” (or equivalent term) as defined in any Collateral Document, the Mortgaged Properties and all other property that is subject to any Lien in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to any Collateral Document.

“Collateral Agent” has the meaning specified in the introductory paragraph to this Agreement.

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreements, the Mortgages, each of the collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Agents pursuant to Sections 6.11, 6.12 or 6.16, the Intercreditor Agreements and each of the other agreements, supplements, instruments or documents that creates a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Commitments” means the Revolving Commitments, any other commitments in respect of revolving facilities hereunder from time to time and the Term Loan Commitments.

“Committed Loan Notice” means a notice of a Borrowing pursuant to Article II, which, if in writing, shall be substantially in the form of Exhibit A-1.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

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

(a) increased by, without duplication (and, in each case, without duplication of any items to the extent accounted for in the computation of Consolidated Net Income for such Test Period):

(i) consolidated interest expense (including, but not limited to, any implied interest expense from capital leases) of such Person for such Test Period, including (A) payments made in respect of hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (B) amortization and write-offs of deferred financing fees, debt issuance costs, commissions, fees and expenses and expensing of bridge, commitment or financing fees; plus

(ii) taxes based on gross receipts, income, profits or capital, franchise, excise or similar taxes, and foreign withholding taxes, of such Person for such Test Period, including (A) penalties and interest and (B) tax distributions made to any direct or indirect holders of equity interests of such Person in respect of any such taxes; plus

(iii) the total amount of depreciation and amortization expenses and capitalized fees, including, without limitation, the amortization of capitalized fees related to any Qualified Securitization Financing or Receivables Financing Transaction and the amortization of intangible assets, deferred financing costs, debt issuance costs, commissions, fees and expenses, and any Capitalized Software Expenditures of the Borrower and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP; plus

(iv) [reserved]; plus

(v) to the extent included in Consolidated Net Income for such Test Period, non-cash items of such Person for such Test Period; provided that, if any such non-cash item represents an accrual or reserve for potential cash items in any future period, (A) the Borrower may determine not to add back such non-cash item in the current Test Period and (B) to the extent the Borrower decides to add back such non-cash expense or charge, the cash payment in respect thereof in such future period will be subtracted from Consolidated Adjusted EBITDA in such future period, including the following: (a) expenses in connection with, or resulting from, stock option plans, employee benefit plans or agreements or post-employment benefit plans or agreements, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other similar rights, employer portion of any taxes, (b) currency translation losses related to changes in currency exchange rates (including re-measurements of indebtedness and any net loss resulting from hedge agreements for currency exchange risk), (c) losses, expenses or charges attributable to the movement in the mark-to-market valuation of hedge agreements or other derivative instruments, including the effect of Accounting Standards Codification 815, (d) charges for deferred tax asset valuation allowances, (e) any impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and Investments in debt and equity securities, and (f) all losses from Investments recorded using the equity method; plus

(vi) to the extent included in Consolidated Net Income for such Test Period, unusual, infrequent, extraordinary or non-recurring items, whether or not classified as such under GAAP, including the following: (A) restructuring, severance, relocation, consolidation, integration or other similar items, including, but not limited to the employer portion of any taxes, (B) start-up, closure or transition costs, (C) expenses associated with strategic initiatives, facilities shutdown and opening costs, (D) signing, retention and completion bonuses, (E) relocation or recruiting expenses, (F) costs, expenses and losses incurred in connection with any strategic or new initiatives, (G) transition, consolidation and closing costs for facilities, (H) business optimization expenses (including costs and expenses relating to business optimization programs), (I) new systems design and implementation costs, (J) public company expenses, (K) any restructuring charges or reserves, whether or not classified as such under GAAP, (L) charges and expenses incurred in connection with litigation (including threatened litigation), any investigation or proceeding (or any threatened investigation or proceeding) by a regulatory, governmental or law enforcement body (including any attorney general), (M) penalties and interest relating to taxes, (N) expenses incurred in connection with casualty events or asset sales

outside the ordinary course of business and (O) expenses incurred in connection with any Permitted IPO/Tax Reorganization; plus

(vii) to the extent included in Consolidated Net Income for such Test Period, all (A) costs, fees and expenses relating to the Transactions, (B) costs, fees and expenses incurred in connection with transactions that are out of the ordinary course of business of such Person and its Restricted Subsidiaries (including transactions proposed but not consummated) including equity issuances, Investments, acquisitions, dispositions, recapitalizations, mergers, option buyouts and the incurrence, modification or repayment of indebtedness and (C) non-operating professional fees, costs and expenses, in each case, of such Person for such Test Period;

(viii) items reducing Consolidated Net Income of such Person for such Test Period to the extent (A) covered by a binding indemnification or refunding obligation or insurance, (B) paid or payable (directly or indirectly) by a third party (except to the extent such payment gives rise to reimbursement obligations) or with the proceeds of a contribution to equity capital of such Person or (C) such Person is directly or indirectly, reimbursed for such item by a third party; plus

(ix) the amount of management, monitoring, consulting, transaction and advisory fees (including termination fees) and related indemnities and expenses paid, payable or accrued in such Test Period by such Person or otherwise to any member of the board of directors of such Person, any Permitted Holder or any Affiliate of a Permitted Holder of such Person and the amount of any fees and other compensation paid to the members of the board of directors (or the equivalent thereof) of such Person or any of its parent entities; plus

(x) (A) to the extent included in Consolidated Net Income for such Test Period, the effects of purchase accounting, fair value accounting or recapitalization accounting (including the effects of adjustments pushed down to such Person and its Subsidiaries) and the amortization, write-down or write-off of any such amount, in each case, with respect to such Person for such Test Period thereof and (B) the non-cash portion of “straight-line” rent expense less the cash portion of “straight-line” rent expense which exceeds the cash amount paid in respect thereof; plus

(xi) to the extent included in Consolidated Net Income for such Test Period, expenses, revenue and lost profits of such Person for such Test Period with respect to liability or casualty events or business interruption, in each case, to the extent covered by insurance; plus

(xii) minority interest expense of such Person for such Test Period, including expense or deduction attributable to minority Equity Interests of third parties in any Restricted Subsidiary; plus

(xiii) all charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of equity interests held by officers or employees; plus

(xiv) deferred purchase price payments of assets, securities, services or business including earn-outs and contingent consideration obligations, bonuses and other

compensation, payments in respect of dissenting shares, and purchase price adjustments, made by such Person during such Test Period; plus

(xv) to the extent included in Consolidated Net Income for such Test Period, the amount of any losses from abandoned, closed or discontinued operations or operations that in the good faith judgment of the Borrower are reasonably anticipated to become abandoned, closed or discontinued; plus

(xvi) fees, expenses or charges relating to curtailments or modifications to pension and post-retirement employee benefit plans, costs or expenses (including any payroll taxes) incurred pursuant to any management equity plan, profits interest or stock option plan or any other management or employee benefit plan or agreement or any stock subscription, stockholders or partnership agreement and any payments in the nature of compensation or expense reimbursement made to independent board members; plus

(xvii) losses or discounts on a sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Financing, or in connection with a Receivables Financing Transaction; plus

(xviii) to the extent included in Consolidated Net Income for such Test Period, the cumulative effect of a change in accounting principles; plus

(xix) the amount of “run rate” cost savings, operating expense reductions and other cost synergies that are projected by the Borrower in good faith to result from actions taken, committed to be taken or expected to be taken, no later than 18 months after the end of such Test Period (which amounts will be determined by the Borrower in good faith and calculated on a pro forma basis as though amounts had been realized on the first day of the Test Period for which Consolidated Adjusted EBITDA is being determined), net of the amount of actual benefits realized during such Test Period from such actions; provided that, in the good faith judgment of the Borrower such cost savings are reasonably identifiable, reasonably anticipated to be realized, and factually supportable (it being agreed such determination need not be made in compliance with Regulation S-X or other applicable securities law); provided, that the aggregate amount of “run rate” cost savings, operating expense reductions and other cost synergies that may be added back pursuant to this clause (xix) in such Test Period, together with the Specified Transaction Adjustments set forth in Section 1.08(c), shall not in the aggregate exceed an amount equal to 30% of Consolidated Adjusted EBITDA for such Test Period (calculated after giving effect to such addbacks and Specified Transaction Adjustments); plus

(xx) positive adjustments of the type (or similar items) reflected in (A) the Sponsor Model and marketing materials delivered in connection with the Transactions or (B) any quality of earnings report prepared by a nationally recognized accounting firm (or any other accounting firm reasonably acceptable, as to the identity of such firm, to the Administrative Agent) and furnished to the Administrative Agent; plus

(xxi) to the extent not included in Consolidated Net Income, there shall be included any losses from discontinued operations until actually disposed of; plus

(xxii) with respect to any newly opened location or acquired location, prior to the end of the 36th month after the opening or acquisition, as applicable, of such location, “run rate” EBITDA of such locations representing the average third-year EBITDA of new

locations; provided that the aggregate amount that may be added back pursuant to this clause (xxii) in such Test Period shall not exceed with respect to each location (with the type of such location determined by the Borrower in good faith in its reasonable discretion), (1) $450,000.00, with respect to each Crème de La Crème center, (2) $275,000.00, with respect to each KinderCare center, (3) $275,000.00, with respect to each acquired center and (4) $275,000.00, with respect to each KinderCare Education at work center (with all actual income and expense items attributable to each such location being eliminated from the calculation of Consolidated Adjusted EBITDA);

(b) decreased by, in each case, to the extent included in the determination of Consolidated Net Income for such Test Period (without duplication, and as determined in accordance with GAAP to the extent applicable):

(i) any non-cash gains increasing Consolidated Net Income of such Person for such Test Period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating Consolidated Adjusted EBITDA in accordance with this definition), plus

(ii) any non-cash gains with respect to cash actually received in a prior Test Period unless such cash did not increase Consolidated Adjusted EBITDA in such prior Test Period, plus

(iii) any extraordinary, non-recurring, infrequent or unusual gains, plus

(iv) any net income from disposed or discontinued operations (excluding held for sale discontinued operations until actually disposed of).

Notwithstanding the foregoing, the Consolidated Adjusted EBITDA for the fiscal quarters ended June 30, 2022, September 30, 2022 and December 31, 2022 shall be deemed to be $95,081,563, $79,214,530 and $92,047,172, respectively, as further adjusted on a Pro Forma Basis pursuant to Section 1.08.

Notwithstanding anything set forth above, the inclusion or exclusion of stimulus funds or programs arising from the COVID-19 pandemic, whether in the form of expense offset or reimbursement or direct payments, for purpose of the definition of “Consolidated Net Income” or “Consolidated Adjusted EBITDA” shall be determined in substantially the same manner as the treatment of such stimulus funds or programs in the calculation of financing EBITDA included in marketing materials delivered in connection with the Transactions (which, for the avoidance of doubt, was equal to $347,000,000.00). In addition, it is acknowledged and agreed that any adjustment to “Consolidated Net Income” or “Consolidated Adjusted EBITDA” on account of payments received in connection with “incremental stimulus investments” of the type described in the marketing materials shall not exceed the actual amounts of stimulus funds or grants actually received for such purposes.

“Consolidated Current Assets” means, as of any date of determination, the total assets of the Borrower and the Restricted Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents, amounts related to current or deferred taxes based on income or profits, assets held for sale, loans to third parties, pension assets, deferred bank fees and derivative financial instruments, and excluding the effects of adjustments pursuant to GAAP

resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated acquisition.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of the Borrower and the Restricted Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding (a) the current portion of any Funded Debt, (b) the current portion of interest, (c) accruals for current or deferred taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves, (e) Revolving Loans, Swing Line Loans and Letter of Credit Obligations or any other revolving facility, (f) the current portion of any Capitalized Lease Obligation, (g) deferred revenue arising from cash receipts that are earmarked for specific projects, (h) liabilities in respect of unpaid earn-outs and (i) the current portion of any other long-term liabilities, and, furthermore, excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transaction or any consummated acquisition.

“Consolidated Interest Expense” means for any Test Period, the sum, without duplication, of all interest, premium payments and debt discount in connection with borrowed money, in each case, to the extent paid or payable in cash (including capitalized interest), of or by the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Test Period, but excluding, for the avoidance of doubt:

(i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest (including as a result of the effects of acquisition method accounting or pushdown accounting),

(ii) non-cash interest expense attributable to the movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to Accounting Standards Codification 815,

(iii) any one-time cash costs associated with breakage in respect of hedging agreements for interest rates,

(iv) commissions, discounts, yield, make whole premium and other fees and charges (including any interest expense) incurred in connection with any permitted receivables financing,

(v) any “additional interest” owing pursuant to a registration rights agreement with respect to any securities,

(vi) any payments with respect to make-whole premiums or other breakage costs of any indebtedness, including, without limitation, any indebtedness issued in connection with the Transactions,

(vii) penalties and interest relating to taxes,

(viii) accretion or accrual of discounted liabilities not constituting Indebtedness,

(ix) interest expense attributable to a direct or indirect parent entity resulting from push down accounting,

(x) any expense resulting from the discounting of indebtedness in connection with the application of recapitalization or purchase accounting,

(xi) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto and with respect to any Permitted Acquisition or similar Investment permitted hereunder,

(xii) annual agency fees paid to any administrative agents, collateral agents and trustees with respect to any secured or unsecured loans, debt facilities, debentures, bonds, commercial paper facilities or other forms of indebtedness (including any security or collateral trust arrangements related thereto), including the Facilities,

(xiii) any interest expense or other fees or charges incurred with respect to any Escrowed Proceeds (for the avoidance of doubt, so long as such Escrowed Proceeds are held in escrow), and

(xiv) any lease, rental or other expense in connection with a Non-Finance Lease.

For the avoidance of doubt, interest expense shall be determined after giving effect to any net payments made or received by the Borrower and its Restricted Subsidiaries in respect of Hedge Agreements relating to interest rate protection.

“Consolidated Net Debt” means, as of any date of determination, (a) Consolidated Total Debt minus (b) the aggregate amount of cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries as of such date that is not Restricted; provided that, at any time prior to the end of the second fiscal quarter ending after the Closing Date, solely for purposes of the calculation of any financial ratio or test in connection with the making of an Investment pursuant to Section 7.02 or a Restricted Payment pursuant to Section 7.06 (but not for any other purposes), in each case, to the extent such financial ratio or test is required by the applicable provision, the aggregate amount of cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries that is not Restricted pursuant to this clause (b) shall not exceed $100,000,000.

“Consolidated Net Income” means, with respect to any Person for any Test Period, the Net Income of such Person and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP; provided, that there shall be excluded from such Consolidated Net Income (to the extent otherwise included therein), without duplication:

(a) the Net Income for such Test Period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting; provided that the Borrower’s or any Restricted Subsidiary’s equity in the Net Income of such Person shall be included in the Consolidated Net Income of the Borrower for such Test Period up to the aggregate amount of dividends or distributions or other payments in respect of such equity that are actually paid in cash or Cash Equivalent (or to the extent converted into cash or Cash Equivalent) by such Person to the Borrower or a Restricted Subsidiary, in each case, in such Test Period, to the extent not already included therein (subject in the case of dividends, distributions or other payments in respect of such equity made to a Restricted Subsidiary to the limitations contained in clause (b) below);

(b) solely with respect to the calculation of Available Amount and Excess Cash Flow, the Net Income of any Subsidiary of such Person during such Test Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of that income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or requirement of Law applicable to such Subsidiary during such Test Period; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or

distributions or other payments that are actually paid to such Person or its Restricted Subsidiaries in respect of such Test Period;

(c) any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized by such Person or any of its Restricted Subsidiaries during such Test Period upon any asset sale or other disposition of any Equity Interests of any Person (other than any dispositions in the ordinary course of business) by such Person or any of its Restricted Subsidiaries;

(d) gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such Test Period;

(e) earnings (or losses), including any impairment charge, resulting from any reappraisal, revaluation or write-up (or write-down) of assets during such Test Period;

(f) (i) unrealized gains and losses with respect to Hedge Agreements for such Test Period and the application of Accounting Standards Codification 815 and (ii) any after-tax effect of income (or losses) for such Test Period that result from the early extinguishment of (A) indebtedness, (B) obligations under any Hedge Agreements or (C) other derivative instruments;

(g) any unusual, infrequent, extraordinary or non-recurring items, whether or not classified as such under GAAP, including the following: (A) restructuring, severance, relocation, consolidation, integration or other similar items, including, but not limited to the employer portion of any taxes, (B) start-up, closure or transition costs, (C) expenses associated with strategic initiatives, facilities shutdown and opening costs, (D) signing, retention and completion bonuses, (E) relocation or recruiting expenses, (F) costs, expenses and losses incurred in connection with any strategic or new initiatives, (G) transition, consolidation and closing costs for facilities, (H) business optimization expenses (including costs and expenses relating to business optimization programs), (I) new systems design and implementation costs, (J) public company expenses, (K) any restructuring charges or reserves, whether or not classified as such under GAAP, (L) charges and expenses incurred in connection with litigation (including threatened litigation), any investigation or proceeding (or any threatened investigation or proceeding) by a regulatory, governmental or law enforcement body (including any attorney general), (M) expenses incurred in connection with casualty events or asset sales outside the ordinary course of business and (N) expenses incurred in connection with any Permitted IPO/Tax Reorganization, recorded or recognized by such Person or any of its Restricted Subsidiaries during such Test Period;

(h) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such Test Period;

(i) after-tax gains (or losses) on disposal of disposed, abandoned or discontinued operations for such Test Period;

(j) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in the inventory, property and equipment, software, goodwill, other intangible assets, in-process research and development, deferred revenue, debt and unfavorable or favorable lease line items in such Person’s consolidated financial statements pursuant to GAAP for such Test Period resulting from the application of purchase accounting in relation to any transaction consummated prior to the Closing Date and any Permitted Acquisition

or other Investment or the amortization or write-off of any amounts thereof, net of taxes, for such Test Period;

(k) any non-cash compensation charge or expense for such Test Period, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights and any cash charges or expenses associated with the rollover, acceleration or payout of Equity Interests by, or to, management of such Person or any of its Restricted Subsidiaries in connection with the Transactions;

(l) (i) Transaction Expenses incurred during such Test Period and (ii) any fees and expenses incurred during such Test Period, or any amortization thereof for such Test Period, in connection with any acquisition, Investment, disposition, issuance or repayment of indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt or equity instrument (in each case, including any such transaction whether consummated on, after or prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring costs incurred during such Test Period as a result of any such transaction;

(m) any expenses, charges or losses for such Test Period that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days) together with all costs and expenses for the realization thereof; and

(n) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses for such Test Period with respect to liability or casualty events or business interruption together with all costs and expenses for the realization thereof.

“Consolidated Secured Net Debt” means, as of any date of determination, the amount of Consolidated Net Debt that is secured by Liens on assets including all or part of the Collateral.

“Consolidated Total Assets” means the total assets of the Borrower and the Restricted Subsidiaries on a consolidated basis in accordance with GAAP, as of last day of the applicable Test Period.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis and as reflected on the face of a balance sheet prepared in accordance with GAAP (but excluding the effects of the application of purchase accounting), consisting of Indebtedness for borrowed money, unreimbursed obligations in respect of drawn letters of credit (to the extent not cash collateralized and to the extent not reimbursed within 3 Business Days after drawn), and debt obligations evidenced by promissory notes or similar instruments; provided, that Consolidated Total Debt will not include Indebtedness in respect of (i) any Qualified Securitization Financing or Receivables Financing Transaction, (ii) Revolving Loans drawn to finance working capital needs (as determined by the Borrower in good faith) or other working capital facilities, (iii) Capitalized Lease Obligations and (iv) obligations under any Hedge Agreement.

“Consolidated Working Capital” means, as of any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

“Consolidating Financial Statement Exception” means: (x) with respect to Section 6.01(d), if the Consolidated Total Assets and the TTM Consolidated Adjusted EBITDA of the Borrower and its consolidated Subsidiaries do not differ from the Consolidated Total Assets and the TTM Consolidated Adjusted EBITDA, respectively, of the Borrower and its Restricted Subsidiaries by more than 2.5% and (y) in all other cases, if the Consolidated Total Assets and the TTM Consolidated Adjusted EBITDA of Holdings (or any parent of Holdings, including the Reporting Entity) and its consolidated Subsidiaries do not differ from the Consolidated Total Assets and the TTM Consolidated Adjusted EBITDA, respectively, of the Borrower and its Subsidiaries by more than 2.5%.

“Contract Consideration” has the meaning specified in Section 2.07(b)(i)(9).

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

“Contribution Indebtedness” means Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate outstanding principal amount determined at the time of each incurrence not exceeding 100% of the cumulative amount of cash and Cash Equivalents and the fair market value of the assets contributed to the Borrower (other than Specified Equity Contributions) as Qualified Equity Interests of the Borrower (i) during the period from and including the Business Day immediately following the Closing Date through and including the date of such incurrence and (ii) Not Otherwise Applied.

“Control” has the meaning specified in the definition of “Affiliate.”

“Conversion/Continuation Notice” means a notice of (a) a conversion of Loans from one Type to another or (b) a continuation of Term Benchmark Loans, pursuant to Article II, which, if in writing, shall be substantially in the form of Exhibit A-4.

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning specified in Section 11.26.

“Credit Agreement Refinancing Indebtedness” means Pari Passu Lien Debt, Junior Lien Debt, Other Secured Debt or unsecured Indebtedness of the Borrower or any Restricted Subsidiary; provided that

(a) such Indebtedness is incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, Indebtedness or commitments under any Facility (as used in this definition, the “Refinanced Indebtedness”);

(b) such Indebtedness is in an original aggregate principal amount (or accreted value, if applicable) not greater than the principal amount (or accreted value, if applicable) of the Refinanced Indebtedness, plus (i) the amount of all unpaid, accrued, or capitalized interest, penalties, premiums (including tender premiums) and other amounts payable with respect to the Refinanced Indebtedness, (ii) underwriting discounts, fees, commissions, costs, expenses and other amounts payable (including the amount of all original issue discount) with respect to such Indebtedness, and (iii) any existing unutilized commitments with respect to the Refinanced Indebtedness;

(c) (i) the Weighted Average Life to Maturity of such Indebtedness (other than revolving facilities) is equal to or longer than the shorter of (x) the remaining Weighted Average Life to Maturity of the Refinanced Indebtedness and (y) the remaining Weighted Average Life to Maturity of the 20242025 Refinancing Term Loans, (ii) the final maturity date of such Indebtedness (other than revolving facilities) may not be earlier than the earlier of (x) the final maturity date of the Refinanced Indebtedness and (y) the Latest Maturity Date of the 20242025 Refinancing Term Loans and (iii) the final maturity date of such Indebtedness constituting revolving facilities may not be earlier than the earlier of (x) the final maturity date of the Refinanced Indebtedness and (y) the Latest Maturity Date of the Revolving Commitments;

(d) any mandatory prepayments of such Indebtedness,

(i) that is Pari Passu Lien Debt, shall be made on a pro rata basis or less than pro rata basis with any corresponding mandatory prepayment set forth in Section 2.07(b) (but not greater than a pro rata basis); and

(ii) that comprises Junior Lien Debt or unsecured Indebtedness shall not be made unless, to the extent required hereunder, such repayments are first made or offered to prepay the 20242025 Refinancing Term Loans and the other Pari Passu Lien Debt;

(e) such Indebtedness shall not be incurred or Guaranteed by any Loan Party or Restricted Subsidiary other than a Loan Party or Restricted Subsidiary that was an obligor of the Refinanced Indebtedness and no additional Loan Parties or Restricted Subsidiaries other than such obligors shall become liable for such Indebtedness unless also made a Guarantor hereunder or unless otherwise permitted under Section 7.03 at such time; and

(f) if such Indebtedness is secured by Liens on assets of a Loan Party,

(i) unless otherwise permitted under Section 7.01 at such time, such Indebtedness shall not be secured by Liens on any assets of a Loan Party that is not also subject to, or would be required to be subject to, pursuant to the Loan Documents, a Lien securing the 20242025 Refinancing Term Loans (except (1) customary cash collateral in

favor of an agent, letter of credit issuer or similar “fronting” or asset-based lender, (2) Liens on property or assets applicable only to periods after the Latest Maturity Date of the 20242025 Refinancing Term Loan at the time of incurrence, (3) any Liens on property or assets to the extent that such property or asset is also added for the benefit of the Lenders under the 20242025 Refinancing Term Loan and (4) assets of any Loan Party that secured the relevant Refinanced Indebtedness); and

(ii) with respect to Pari Passu Lien Debt or Junior Lien Debt, a Debt Representative acting on behalf of the holders of such Indebtedness may (and has) become party to, or is otherwise subject to the provisions of (A) if such Indebtedness is Pari Passu Lien Debt, an Equal Priority Intercreditor Agreement as an “Additional First Lien Representative” (or similar designation) and any Junior Lien Intercreditor Agreement then in existence as a “Senior Priority Representative” (or similar designation) or (B) if such Indebtedness is Junior Lien Debt, a Junior Lien Intercreditor Agreement as a “Second Priority Representative” (or similar designation).

“Cure Expiration Date” has the meaning specified in Section 8.02.

“Cured Default” has the meaning specified in Section 1.02(e).

“Daily Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to the greater of (a) SONIA for the day that is 5 Business Days prior to (A) if such RFR Interest Day is a Business Day, such RFR Interest Day or (B) if such RFR Interest Day is not a Business Day, the Business Day immediately preceding such RFR Interest Day and (b) 0%. Any change in Daily Simple RFR due to a change in the applicable RFR shall be effective from and including the effective date of such change in the RFR without notice to the Borrower. If by 5:00 pm on the second Business Day immediately following any day RFR in respect of such day has not been published on the SONIA Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple RFR has not yet occurred, then RFR for such day will be RFR as published in respect of the first preceding Business Day for which RFR was published on the SONIA Administrator’s Website; provided that RFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple RFR for no more than three (3) consecutive RFR Interest Days.

“Debt Representative” means, with respect to any series of Indebtedness secured by Liens over assets including all or part of the Collateral, the trustee, administrative agent, collateral agent, security agent or similar agent or the sole lender under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“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 and affecting the rights of creditors generally.

“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 (in each case, as required hereunder), would constitute an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans that are Revolving Loans plus (c) 2.00% per annum; provided that with respect to the outstanding principal amount of any Loan not paid when due, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan

(giving effect to Section 2.05(c)) plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means, subject to Section 2.20(b), any Lender that,

(a) has failed to (i) fund all or any portion of its Loans, including participations in respect of Letters of Credit or Swing Line Loans, within 2 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 (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Issuing Banks, 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 2 Business Days of the date when due,

(b) has notified the Borrower, the Administrative Agent or the Issuing Banks 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 Lenders’ 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 the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied),

(c) has failed, within 3 Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and 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 that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(b)) upon delivery of written notice of such determination to the Borrower, the Issuing Banks, the Swing Line Lender and each Lender.

“Delaware Divided LLC” means any Delaware LLC which has been formed upon consummation of a Delaware LLC Division.

“Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

“Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

“Derivative Instrument” means, with respect to any Person, any contract, instrument or other right to receive payment or delivery of cash or other assets (other than any such contract or instrument entered into, or any such right received (x) pursuant to bona fide market making activities or (y) in connection with bona fide hedging activities not entered into for speculative purposes) to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Loans (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Loans and/or the creditworthiness of the Borrower, its direct or indirect parent entities and/or any one or more of the Subsidiaries (the “Performance References”).

“Designated Non-Cash Consideration” means the fair market value of any non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(j) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash or Cash Equivalents).

“Disposition”, “Dispose” or “Disposed” means the sale, transfer, license, lease or other disposition (excluding Liens, but including pursuant to a Delaware LLC Division, any Sale Leaseback Transaction, and any sale of Equity Interests in, or issuance of Equity Interests by, a Restricted Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition,

(a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale as long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event is subject to the occurrence of the Termination Conditions),

(b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests and other than as a result of a change of control or asset sale as long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event is subject to the occurrence of the Termination Conditions), in whole or in part,

(d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests,

in each case, prior to the Latest Maturity Date of the Loans at the time of issuance of such Disqualified Equity Interests; provided that if such Disqualified Equity Interests are issued pursuant to a plan for the benefit of future, current or former employees, directors, or officers of Holdings, the Borrower or the Restricted Subsidiaries or by any such plan to such employees, directors or officers, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by Holdings, the Borrower or the Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s or officer’s termination, death or disability.

“Disqualified Lender” means,

(a) those entities identified to the Administrative Agent by the Borrower or the Sponsor in writing, from time to time, as competitors (or Affiliates of competitors) of the Borrower or its Subsidiaries,

(b) any Persons that are engaged as principals primarily in private equity, mezzanine financing or venture capital and those banks, financial institutions, other institutional lenders and other persons, in each case in this clause (b), identified in writing by or on behalf of the Borrower to the Lead Arrangers on or prior to April 21, 2023, and

(c) any Person that is (or becomes) an Affiliate of the entities described in the preceding clauses (a) and (b) (other than, with respect to clause (a) or (b), any bona fide debt fund affiliates thereof (except (i) to the extent separately identified under clause (a) or (b) or (ii) in the case of clause (b), for bona fide debt funds affiliated with a debt fund so identified under clause (b))); provided that with respect to this clause (c), such person is either clearly identifiable as an Affiliate solely on the basis of its name or is identified in writing to the Lead Arrangers or the Administrative Agent by or on behalf of the Borrower,

provided that with respect to any supplement pursuant to the previous clauses (a) and (c) after the Closing Date, (i) such supplement will not become effective until 1 Business Day after such designation is provided to the Administrative Agent (it being understood that such supplement will not apply to any entity that is currently party to a pending trade) and (ii) such supplement will not apply retroactively to disqualify any Person with respect to any Loans held by it immediately prior to the delivery of such supplement and, for the avoidance of doubt, such Person shall be deemed a Disqualified Lender with respect to any Loans acquired by it subsequent to the delivery of such supplement.

Upon inquiry by any Lender to the Administrative Agent as to whether a specified potential assignee or prospective participant is on the list of Disqualified Lenders, the Administrative Agent shall be permitted to disclose to such Lender whether such specific potential assignee or prospective participant is on the list of Disqualified Lenders.

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

“Dollar Amount” means, at any time:

(a) with respect to any Loan denominated in Dollars, the principal amount thereof then outstanding (or in which such participation is held);

(b) with respect to any Loan denominated in any Alternative Currency, the principal amount thereof then outstanding in the relevant Alternative Currency, converted to Dollars based on the Exchange

Rate (determined in respect of the most recent Revaluation Date or other relevant date of determination); and

(c) with respect to any Letter of Credit Obligation (or any risk participation therein), (A) if denominated in Dollars, the amount thereof and (B) if denominated in any Alternative Currency, the amount thereof converted to Dollars based on the Exchange Rate (determined in respect of the most recent Revaluation Date or other relevant date of determination).

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

“Early Opt-in Election” means the occurrence of:

(a) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that U.S. dollar-denominated syndicated credit facilities are being executed or amended to, as applicable, incorporate or adopt a new benchmark interest rate to replace the relevant Benchmark, and

(b) the joint election by the Administrative Agent and the Borrower to declare that an Early Opt-In Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Lenders.

“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.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.07(b)(iii) (including after receiving any consents that may be required thereunder) and (v); provided that neither any Defaulting Lender nor any Disqualified Lender shall be an Eligible Assignee.

“EMU” means the economic and monetary union as contemplated by the EU Treaty.

“Environmental Claim” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations by any Governmental Authority, or proceedings with respect to any Environmental Liability or pursuant to Environmental Law, including those (a) by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any Environmental Law and (b) by any Person seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief pursuant to any Environmental Law.

“Environmental Laws” means any and all Laws relating to the protection of the environment or, to the extent relating to exposure to Hazardous Materials, human health.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Loan Party or any of its Subsidiaries 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 written contract, agreement or other consensual arrangement pursuant to which, and to the extent, liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under or issued pursuant to any Environmental Law.

“Equal Priority Intercreditor Agreement” means a “pari passu” intercreditor agreement substantially in the form attached hereto as Exhibit L (as the same may be modified in a manner reasonably satisfactory to the Administrative Agent and the Borrower), or, if requested by the providers of Indebtedness expressly permitted hereunder to be Pari Passu Lien Debt, another pari passu lien arrangement reasonably satisfactory to the Administrative Agent and the Borrower.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in, including any limited or general partnership interest and any limited liability company membership interest) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that together with any Loan Party is treated as a single employer within the meaning of Section 414(b) or (c) of the Code or, solely for purposes of Section 412 of the Code, Section 414(m) or (o) of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any of their respective ERISA Affiliates from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as a termination under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any of their respective ERISA Affiliates from a Multiemployer Plan, written notification of any Loan Party or any of their respective ERISA Affiliates concerning the imposition of Withdrawal Liability or written notification that a Multiemployer Plan is insolvent within the meaning of Title IV of ERISA; (d) the filing under Section 4041(c) of ERISA of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the imposition of any liability under Title IV of ERISA, other than for the payment of plan contributions or PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any of their respective ERISA Affiliates; (f) the imposition of a lien under Section 303(k) of ERISA with respect to any Pension Plan; (g) the application for a minimum funding waiver under Section 302(c) of ERISA with respect to a Pension

Plan; (h) the imposition of a lien under Section 303(k) of ERISA with respect to any Pension Plan or (i) a determination that any Pension Plan is in “at risk” status (within the meaning of Section 303 of ERISA).

“Erroneous Payment” has the meaning specified in Section 10.18(a).

“Erroneous Payment Deficiency Assignment” has the meaning specified in Section 10.18(d).

“Erroneous Payment Impacted Class” has the meaning specified in Section 10.18(d).

“Erroneous Payment Return Deficiency” has the meaning specified in Section 10.18(d).

“Escrowed Proceeds” means the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account with an independent escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow.

“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.

“EU Treaty” means the Treaty on European Union.

“EURIBO Rate” means, with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, the EURIBO Screen Rate two Business Days prior to the commencement of such Interest Period; provided that if the EURIBO Rate for the applicable Loans as so determined would be less than the 0.00% per annum, the EURIBO Rate will be deemed to be 0.00% per annum.

“EURIBO Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other Person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as published at approximately 11:00 a.m. Brussels time two Business Days prior to the commencement of such Interest Period. If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

“Euro”, “EUR” and “€” mean the lawful currency of the Participating Member States introduced in accordance with the EMU.

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

“Excess Cash Flow” means, for any period, an amount (which shall not be less than zero) equal to the excess of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income of the Borrower and the Restricted Subsidiaries for such period, plus

(ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) for such period to the extent deducted in arriving at such Consolidated Net Income, but excluding any such non-cash charges representing an accrual or reserve for potential cash items in any future period and excluding amortization of a prepaid cash item that was paid in a prior period, plus

(iii) decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions or Dispositions by the Borrower and the Restricted Subsidiaries completed during such period, the application of purchase accounting or the reclassification of items from short term to long term or vice versa), plus

(iv) an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income, plus

(v) the amount deducted as tax expense in determining Consolidated Net Income to the extent in excess of cash taxes paid (including tax distributions pursuant to Section 7.06(g)(i)) and tax distribution reserves set aside or payable in such period, plus

(vi) cash receipts in respect of Hedge Agreements during such period to the extent not otherwise included in such Consolidated Net Income; over

(b) the sum, without duplication, of:

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income (but excluding any non-cash credit to the extent representing the reversal of an accrual or reserve described in clause (a)(ii) above) and cash charges excluded by virtue of clauses (a) through (l) of the definition of “Consolidated Net Income”, plus

(ii) an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income, plus

(iii) the aggregate amount of expenditures actually made in cash to the extent that such expenditures are added back in calculating Consolidated Net Income, plus

(iv) increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions or Dispositions by the Borrower and the Restricted Subsidiaries completed during such period, the application of purchase accounting or the reclassification of items from short term to long term or vice versa), plus

(v) cash expenditures in respect of Hedge Agreements during such period to the extent not deducted in calculating Consolidated Net Income.

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

“Exchange Rate” means, on any date with respect to any currency, the rate at which such currency may be exchanged into any other currency, as set forth on such date on the Wall Street Journal’s “close” rates page. In the event that such rate does not appear on any Wall Street Journal page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying the exchange rates as may be selected by the Administrative Agent, or, in the event no such service is selected, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m., local time, on such date for the purchase of the relevant currency for delivery 2 Business Days later; provided that, if at the time of any such determination, for any reason no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrower, may use any reasonable method that it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.

“Excluded Asset” means:

(a) any asset (including any lease, license, franchise, charter, authorization, contract or agreement to which any Loan Party is a party, together with any rights or interest thereunder), if and to the extent granting security interests therein (A) is prohibited by or in violation of any applicable Law, (B) requires any governmental consent that has not been obtained or consent of a third party that is not a Loan Party or an Affiliate of a Loan Party that has not been obtained pursuant to any contract or agreement binding on such asset at the time of its acquisition and not entered into in contemplation of such acquisition (provided that there shall be no requirement to obtain such consent) or (C) in the case of any lease, license, franchise, charter, authorization, contract or agreement, is prohibited by or in violation of a term, provision or condition of any such lease, license, franchise, charter, authorization, contract or agreement to which such Loan Party is a party, except, in the case of each of the foregoing clauses (A), (B) and (C), to the extent that such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity (in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Law); provided, that Excluded Assets shall not include any proceeds of any such asset, lease, license, franchise, charter, authorization, contract or agreement (except to the extent such proceeds constitute Excluded Assets);

(b) Excluded Equity Interests;

(c) any “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing and acceptance of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law;

(d) (A) any leasehold interest (including any ground lease interest) in real property, (B) any fee interest in owned real property that is not Material Real Property or any real property located outside the United States, (C) any fee interest in owned real property that would otherwise constitute Material Real Property (whether already subject to a Mortgage, or required or intended to be mortgaged pursuant to the terms hereof, at any time of determination) that is located in a special flood hazard area or would require flood insurance pursuant to the Flood Insurance Laws (it being agreed that (i) if it is subsequently determined that any such improved real property subject to, or otherwise required or intended to be subject to, a Mortgage is located in a special flood hazard area or would require flood insurance pursuant to the Flood Insurance Laws, such property shall be

deemed to constitute an Excluded Asset unless and until the Borrower (acting in good faith) has determined that such property is not located in a special flood hazard area and does not require flood insurance pursuant to the Flood Insurance Laws and (ii) if such property is already subject to a Mortgage, such improved property which is located in a special flood hazard area or would require flood insurance pursuant to the Flood Insurance Laws shall be released from such Mortgage (provided that, if only a portion of the improved real property covered by such Mortgage is located in a special flood hazard area or would require flood insurance pursuant to the Flood Insurance Laws, then, so long as the remainder of such property would, on its own, constitute Material Real Property hereunder, only such portion as is located in a special flood hazard area or would require flood insurance pursuant to the Flood Insurance Laws shall be so released)) and (D) any fixtures affixed to any real property to the extent (1) such real property does not constitute Collateral and (2) a security interest in such fixtures may not be perfected by the filing of a UCC financing statement in the jurisdiction of organization of the applicable Loan Party;

(e) (A) as extracted collateral, (B) timber to be cut, (C) farm products, (D) manufactured homes and (E) healthcare insurance receivables;

(f) any assets, if the pledge thereof or the security interest therein would result in material adverse tax consequences to Holdings (or any parent of Holdings to the extent such material adverse tax consequence is related to its ownership of the equity interests in Holdings or the Borrower and its Restricted Subsidiaries), the Borrower or any of the Restricted Subsidiaries as reasonably determined by the Borrower in good faith in consultation with the Administrative Agent,

(g) any assets with respect to which the Administrative Agent and the Borrower reasonably agree that the costs or other consequences (including adverse tax consequences) of pledging, perfecting or maintaining the pledge in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom;

(h) letter of credit rights to the extent a security interest therein cannot be perfected by the filing of UCC financing statements;

(i) motor vehicles, aircraft and other assets subject to certificates of title or ownership (including, without limitation, aircraft, airframes, aircraft engines or helicopters, or any equipment or other assets constituting a part thereof and rolling stock) in each case, to the extent a security interest therein cannot be perfected by the filing of a UCC financing statement in the jurisdiction of organization of the applicable Loan Party;

(j) any commercial tort claim for which no claim has been asserted in a judicial proceeding or with a value of less than $25,000,000 for which a claim has been asserted in a judicial proceeding;

(k) any deposit account or securities account exclusively used for trust, payroll, payroll taxes, withholding and employee wage and benefit payments to or for the benefit of the Borrower’s or any Restricted Subsidiary’s employees; and

(l) any assets subject to Securitization Financing.

“Excluded Equity Interests” means:

(a) more than 65% of the issued and outstanding Equity Interests of (i) each Subsidiary that is a Foreign Subsidiary and (ii) each Subsidiary that is a FSHCO,

(b) any Equity Interests of any Person that is not (i) the Borrower or (ii) a direct wholly owned Subsidiary of the Borrower or any Subsidiary Guarantor to the extent (x) the Organization Documents or other agreements with respect to such Equity Interests with other equity holders prohibits or restricts the pledge of such Equity Interests or (y) the pledge of such Equity Interests (1) is otherwise prohibited or restricted by applicable law, rule or regulation, which would require governmental (including regulatory) consent, approval, license or authorization to be pledged or that would require consent from a third party (other than a Loan Party or any Affiliate thereof) under any Contractual Obligation (or where a failure to obtain such consent under a Contractual Obligation prior to pledging such Equity Interests would cause a change of control or a vested purchase right or purchase obligation in favor of a third party other than a Loan Party or any Affiliate thereof) existing on the Closing Date or on the date any Subsidiary is acquired (so long as, in respect of such Contractual Obligation, such prohibition is not incurred in contemplation of such acquisition and except to the extent such prohibition is overridden by anti-assignment provisions of the Uniform Commercial Code) or (2) would result in a change of control repurchase obligation,

(d) any Equity Interest, if the pledge thereof or the security interest therein would result in material adverse tax consequences to Holdings (or any parent of Holdings to the extent such material adverse tax consequence is related to its ownership of the equity interests in Holdings or the Borrower and its Restricted Subsidiaries), the Borrower or any of the Restricted Subsidiaries as determined by the Borrower in good faith,

(e) Equity Interests in each Unrestricted Subsidiary and each Immaterial Subsidiary,

(f) [reserved],

(g) Equity Interests in any Captive Insurance Subsidiary, any not-for-profit Subsidiary, any captive transportation company and any special purpose entity (including any Securitization Subsidiary or subsidiary formed for the purpose of effecting any Receivables Financing Transaction), and

(h) any Equity Interest with respect to which the Administrative Agent and the Borrower reasonably agree that the costs or other consequences (including adverse tax consequences) of pledging, perfecting or maintaining the pledge in respect of such Equity Interest shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

“Excluded Subsidiary” means:

(a) any Subsidiary that is not a wholly owned direct or indirect Subsidiary of the Borrower or a Subsidiary Guarantor;

(b) any Foreign Subsidiary of the Borrower or of any direct or indirect Domestic Subsidiary of a Foreign Subsidiary;

(d) any direct or indirect Subsidiary of a Foreign Subsidiary or FSHCO;

(e) any Subsidiary that is prohibited or restricted by applicable Law or by a binding contractual obligation (including with respect to such Subsidiary’s Organization Documents) existing on the Closing Date or at the time of the acquisition of such Subsidiary (and not incurred in contemplation of such acquisition) from providing a Guaranty (provided that such contractual obligation is not entered into by the Borrower or its Restricted Subsidiaries principally for the purpose of qualifying as an “Excluded Subsidiary” under this definition) or if such Guaranty would require governmental (including regulatory) or third party (other than a Loan Party or an Affiliate of a Loan Party) consent, approval, license or authorization and such consent, approval, license or authorization has not been obtained (provided that there shall be no requirement to obtain such consent);

(f) any special purpose securitization vehicle (or similar entity, including any Securitization Subsidiary or subsidiary formed for the purpose of effecting any Receivables Financing Transaction) created pursuant to a transaction permitted under this Agreement;

(g) any Subsidiary that is a not-for-profit organization;

(h) any Captive Insurance Subsidiary or captive transportation company;

(i) any other Subsidiary with respect to which the Administrative Agent and the Borrower reasonably agree that the cost or other consequences (including adverse tax consequences) of providing the Guaranty shall be excessive in view of the benefits to be obtained by the Lenders therefrom;

(j) any other Subsidiary to the extent the provision of a guaranty by such Subsidiary would result in material adverse tax consequences to Holdings (or any parent of Holdings to the extent such material adverse tax consequence is related to its ownership of the equity interests in Holdings or the Borrower and its Restricted Subsidiaries), the Borrower or any of the Restricted Subsidiaries as determined by the Borrower in good faith;

(k) any Unrestricted Subsidiary; and

(l) any Immaterial Subsidiary;

provided that the Borrower, in its sole and absolute discretion, may cause any Domestic Subsidiary that qualifies as an Excluded Subsidiary under clauses (a) through (l) above to become a Guarantor in accordance with the definition thereof and thereafter such Domestic Subsidiary shall not constitute an “Excluded Subsidiary” (unless and until the Borrower elects, in its sole and absolute discretion to designate such Person as an Excluded Subsidiary).

“Excluded Swap Obligation” has the meaning specified in the Guaranty.

“Excluded Taxes” has the meaning specified in Section 3.01(a).

“Existing First Lien Credit Agreement” means the First Lien Credit Agreement, dated as of August 13, 2015 (as heretofore amended, restated, modified or supplemented from time to time immediately

prior to the effectiveness hereof) among inter alios the Borrower, Holdings, Credit Suisse AG, as administrative agent and collateral agent thereunder, and the lenders party thereto.

“Existing First Lien Notes” means the notes issued pursuant to the First Lien Note Purchase Agreement, dated as of July 6, 2020 (as heretofore amended, restated, modified or supplemented from time to time immediately prior to the effectiveness hereof), by and among inter alios, Holdings, the Borrower, as the issuer, the purchasers party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent.

“Existing Letters of Credit” has the meaning specified in Section 2.04(j).

“Existing Second Lien Credit Agreement” means the Second Lien Credit Agreement, dated as of August 22, 2017 (as heretofore amended, restated, modified or supplemented from time to time immediately prior to the effectiveness hereof) among inter alios the Borrower, Holdings, KEUHG, Credit Suisse AG, as administrative agent and collateral agent thereunder, and the lenders party thereto.

“Extended Commitments” means, collectively, Extended Revolving Commitments and Extended Term Commitments.

“Extended Loans” means, collectively, Extended Revolving Loans and Extended Term Loans.

“Extended Revolving Commitments” means the Revolving Commitments held by an Extending Lender.

“Extended Revolving Loans” means the Revolving Loans made pursuant to Extended Revolving Commitments.

“Extended Revolving Maturity Date” means the date that is 5 years after the Amendment No. 3 Effective Date.

“Extended Term Commitments” means the Term Loan Commitments held by an Extending Lender.

“Extended Term Loans” means the Term Loans made pursuant to Extended Term Commitments.

“Extending Lender” means each Lender accepting an Extension Offer.

“Extension” has the meaning specified in Section 2.18(a).

“Extension Amendment” has the meaning specified in Section 2.18(b).

“Extension Offer” has the meaning specified in Section 2.18(a).

“Facility” means Loans or Commitments of the same Class. Any unfunded delayed draw Term Loan Commitments shall constitute separate Facilities from the funded Term Loans thereunder. Revolving Extended Tranche Loans and Revolving Extended Tranche Commitments shall constitute the same Facility. Revolving Non-Extended Tranche Loans and Revolving Non-Extended Tranche Commitments shall constitute the same Facility. Except as otherwise expressly set forth herein, Revolving Extended Tranche Loans and Revolving Extended Tranche Commitments shall constitute separate Facilities from the Revolving Non-Extended Tranche Loans and Revolving Non-Extended Tranche Commitments. Any other

revolving loans of any Class shall constitute the same Facility with the revolving commitments under which such revolving loans are funded.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing 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 Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreements, treaty or convention among Governmental Authorities entered into to implement or further the collection of Taxes imposed under the foregoing.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent. If the Federal Funds Rate is less than zero, it shall be deemed to be zero hereunder.

“Financial Covenant” means the financial covenant set forth in Section 8.01.

“Financial Covenant Determination Date” has the meaning specified in Section 8.01.

“Financial Covenant Event of Default” has the meaning specified in Section 9.01(b)(ii).

“First Lien Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Secured Net Debt constituting Pari Passu Lien Debt and outstanding as of such date to (b) Consolidated Adjusted EBITDA for the applicable Test Period.

“Fixed Incremental Amount” means, as of the date of measurement, the sum of:

(a) 75% of the greater of (i) Closing Date EBITDA and (ii) TTM Consolidated Adjusted EBITDA, calculated on a Pro Forma Basis, plus

(b) [reserved]; plus

(c) the aggregate principal amount of voluntary prepayments, redemptions and repurchases (including amounts paid pursuant to “yank-a-bank” provisions and conversions into Qualified Equity Interests of Holdings and, with respect to any repurchase at less than par value, including the full aggregate principal amount of the reduction in indebtedness resulting therefrom) of, and other permanent reductions of commitments under, (i) Term Loans or Revolving Loans (if accompanied by a corresponding reduction of the Revolving Commitments), other Pari Passu Lien Debt, other Junior Lien Debt or other Other Secured Debt after the Closing Date (in each case whether or not offered to all Lenders) and (ii) without duplication, any Indebtedness incurred in reliance on (or that refinanced Indebtedness previously incurred in reliance on) the Fixed Incremental Amount, in each case, except to the extent funded with the proceeds of Funded Debt (other than revolving loans); provided, that voluntary prepayments, redemptions and repurchases,

as applicable, of Junior Lien Debt and Other Secured Debt shall only increase capacity under this clause (c) for further incurrences of Junior Lien Debt or Other Secured Debt, as applicable; plus

(d) in the case of any Indebtedness that serves to effectively extend the maturity of the Term Loans, the Revolving Loans or any other Pari Passu Lien Debt, other Junior Lien Debt or other Other Secured Debt, an amount equal to the portion of the Term Loans, the Revolving Facility, such Pari Passu Lien Debt, such Junior Lien Debt or such Other Secured Debt, as applicable, to be replaced with such Indebtedness; minus

(e) the aggregate principal amount of (i) any Incremental Facilities or Incremental Equivalent Debt incurred in reliance on the Fixed Incremental Amount and (ii) any Indebtedness incurred pursuant to Section 7.03(g) hereof in reliance on the Fixed Incremental Amount.

“Flood Insurance Certificate” means with respect to each Mortgaged Property, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and if any Mortgaged Property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be located in a special flood hazard area, a duly executed notice about special flood hazard area status and flood disaster assistance.

“Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (e) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Floor” means a rate of interest equal to (a) with respect to the Term Loans, 0.50% per annum and (b) with respect to any Revolving Loans, 0% per annum.

“Foreign Casualty Event” has the meaning specified in Section 2.07(b)(vii)(A).

“Foreign Disposition” has the meaning specified in Section 2.07(b)(vii)(A).

“Foreign Lender” has the meaning specified in Section 3.01(b).

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary that is not a Domestic Subsidiary.

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

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Banks, such Defaulting Lender’s Pro Rata Share of the outstanding Letters of Credit Obligations other than such Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Pro Rata Share of the outstanding Obligations with respect to Swing Line Loans extended by the Swing Line Lender other than such Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“FSHCO” means any direct or indirect Subsidiary of Holdings that has no material assets other than direct or indirect Equity Interests (or Equity Interests and Indebtedness) in (i) one or more Foreign Subsidiaries or (ii) other FSHCOs.

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

“Funded Debt” means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligations the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof (including through the adoption of IFRS) on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof (including through the adoption of IFRS), then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“General Asset Sale Basket” means the basket set forth in Section 7.05(j).

“General Debt Basket” means the basket set forth in Section 7.03(z).

“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).

“Granting Lender” has the meaning specified in Section 11.07(g).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is

assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means Holdings, Intermediate Holdings, each Restricted Subsidiary and each other Person that executed a counterpart to the Guaranty (or a joinder thereto) on the Closing Date or thereafter pursuant to Section 6.11 or any other provision hereunder.

“Guaranty” means (a) the Guaranty made by Holdings, Intermediate Holdings, the Borrower and the other Guarantors in favor of the Collateral Agent on behalf of the Secured Parties dated as of the Closing Date, substantially in the form of Exhibit E and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11.

“Hazardous Materials” means any hazardous or toxic chemicals, materials, substances or wastes which are listed, classified or regulated by any Governmental Authority as “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic wastes,” “contaminants” or “pollutants,” or words of similar import, under any Environmental Law, including petroleum or petroleum products (including gasoline, crude oil or any fraction thereof), asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and urea formaldehyde.

“Hedge Agreement” means any agreement with respect to (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.

“Hedge Bank” means (a) any Person that is, on the Closing Date or at the time that it enters into any Secured Hedge Agreement, an Agent, a Lender, an Issuing Bank or the Swing Line Lender or an Affiliate of any Person described above or (b) any other Person designated in writing by the Borrower to the Administrative Agent from time to time, including with respect to any such Secured Hedge Agreements existing on the Closing Date; provided that, in the case of this clause (b), such Person shall have delivered an accession agreement in substantially the form attached to the Guaranty attached hereto as Exhibit E.

“Holdings” means (a) the Initial Holdings or (b) any Person organized under the laws of the United States or any state thereof or the District of Columbia (the “New Holdings”) (x) that is a direct or indirect wholly owned Subsidiary of the Initial Holdings or (y) that has merged, or consolidated with the Initial Holdings (or, in either case, the previous New Holdings, as the case may be) (the “Previous Holdings”) with such Person surviving such merger or consolidation; provided that (i) the New Holdings owns directly or indirectly 100% of the Equity Interests of Intermediate Holdings and the Borrower and (ii) the New Holdings shall expressly assume all the obligations of the Previous Holdings under this Agreement and the other Loan Documents to which it is a party pursuant to a supplement hereto and thereto in form reasonably satisfactory to the Administrative Agent, it being understood that if the foregoing conditions are satisfied, the Previous Holdings shall be automatically released of all its obligations under the Loan Documents and any reference to “Holdings” in the Loan Documents shall be meant to refer to the “New Holdings”. Notwithstanding anything to the contrary contained in this Agreement, Holdings or any New Holdings may change its jurisdiction of organization or location for purposes of the UCC or its identity or type of organization or corporate structure, subject to compliance with the terms and provisions of the Security Agreement.

“IFRS” means the International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto, as in effect from time to time.

“Immaterial Subsidiary” means any Restricted Subsidiary of the Borrower other than a Material Subsidiary.

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

“Incremental Amount” has the meaning specified in Section 2.16(c).

“Incremental Equivalent Debt” means Pari Passu Lien Debt, Junior Lien Debt, Other Secured Debt or unsecured Indebtedness of the Borrower or any Restricted Subsidiary; provided that

(a) the aggregate principal amount of all Incremental Equivalent Debt on the date such Indebtedness is incurred or, at the option of the Borrower, regardless of whether incurred in connection with a Limited Condition Transaction, on the date such commitments with respect thereto are first received and, in the case of a revolving or delayed draw facility, giving effect to the last sentence of Section 1.08(e), together with the aggregate principal amount of any Incremental Facilities and Indebtedness incurred concurrently therewith pursuant to Section 7.03(g), shall not exceed the then-available Incremental Amount;

(b) (i) Incremental Equivalent Debt (other than revolving facilities and customary bridge facilities that will automatically convert into Indebtedness that would satisfy such requirements) shall not mature prior to the Latest Maturity Date of, and shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of, the 20242025 Refinancing Term Loan as of the date of the incurrence thereof and (ii) Incremental Equivalent Debt in the form of revolving facilities shall not mature prior to the Latest Maturity Date of the Revolving Commitments;

(c) Incremental Equivalent Debt may be incurred or Guaranteed by any Restricted Subsidiary of the Borrower that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor within 90 days after such event (or such longer period as the Administrative Agent may agree in its reasonable discretion); provided that the aggregate principal amount of Incremental Equivalent Debt incurred or Guaranteed by a Non-Loan Party, together with (x) the aggregate principal amount

of any Incremental Term Facilities and Incremental Revolving Facilities that are Other Secured Debt and (y) the aggregate principal amount of any Permitted Ratio Debt, Incurred Acquisition Debt and any other Indebtedness under Section 7.03(j), in the case of this subclause (y), incurred or Guaranteed by a Non-Loan Party, shall not exceed the Non-Loan Party Debt Cap;

(d) mandatory prepayments of any Incremental Equivalent Debt that is Pari Passu Lien Debt may share on a pro rata basis or less than pro rata basis with any corresponding mandatory prepayment set forth in Section 2.07(b) (but not on a greater than pro rata basis);

(e) if such Incremental Equivalent Debt is Pari Passu Lien Debt or Junior Lien Debt, a Debt Representative acting on behalf of the holders of such Incremental Equivalent Debt may (and has) become party to, or is otherwise subject to the provisions of (i) an Equal Priority Intercreditor Agreement as an “Additional First Lien Representative” (or similar designation) and any Junior Lien Intercreditor Agreement then in existence as a “Senior Priority Representative” (or similar designation) or (ii) if such Incremental Equivalent Debt is Junior Lien Debt, a Junior Lien Intercreditor Agreement as a “Second Priority Representative” (or similar designation); and

(f) if such Incremental Equivalent Debt is in the form of term loans, then the provisions of Section 2.16(h) (including all conditions and exclusions set forth therein) shall apply as if such Incremental Equivalent Debt were Incremental Term Loans.

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

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

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

“Incremental Revolving Facility Lender” has the meaning specified in Section 2.16(i).

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

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

“Incremental Term Loan Commitment” means the commitment of a Lender to make or otherwise fund an Incremental Term Loan and “Incremental Term Loan Commitments” means such commitments of all Lenders in the aggregate.

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

“Incurred Acquisition Debt” means Indebtedness incurred pursuant to Section 7.03(l)(iv).

“Indebtedness” means, with respect to any Person, without duplication, (a) any indebtedness (including principal or premium) of such Person in respect of borrowed money, obligations evidenced by bonds, notes, debentures or similar instruments, letters of credit or banker’s acceptances (or, without double counting, reimbursement agreements in respect thereof), Capitalized Lease Obligations or deferred purchase price of any property (other than (i) any trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business or representing any Hedge Agreement, (ii) any earn-out obligations, except to the extent remaining unpaid 60 days after becoming due and payable, (iii) any purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller, (iv) accruals for payroll, retirement obligations, workers compensation and other obligations accrued in the ordinary course and (v) obligation to return unearned

amounts upon early termination of contracts with respect to deposits or prepayments for goods to be delivered, services to be performed or other contractual obligations to be performed by such Person after receipt of such deposits or prepayments), in each case, if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedge Agreement) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP, (b) to the extent not otherwise included, any guarantee obligation by such Person of the obligations of the type referred to in clause (a) of another Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business, and (c) to the extent not otherwise included, the obligations of the type referred to in clause (a) of another Person secured by a Lien on any property owned by such Person, whether or not such obligations are assumed by such Person and whether or not such obligations would appear upon the balance sheet of such Person; provided that the amount of such Indebtedness for purposes of this clause (c) will be the lesser of the fair market value of such property at such date of determination and the amount of Indebtedness so secured. Notwithstanding the foregoing, Indebtedness will be deemed not to include (A) contingent obligations incurred in the ordinary course of business, (B) indebtedness that constitutes “Indebtedness” merely by virtue of a pledge of an Investment in an Unrestricted Subsidiary or (C) obligations incurred in advance of, and the proceeds of which are to be applied in connection with, the consummation of a transaction solely to the extent that the proceeds thereof are and continue to be held in an escrow, trust, collateral or similar account or arrangement (collectively, an “Escrow”), are not otherwise made available for any other purpose (and, if such transaction is not consummated by the date by which it is required to be consummated pursuant to the definitive documentation relating to such indebtedness, the proceeds of such indebtedness shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such indebtedness), are not secured by any of the Collateral other than by Liens permitted by Section 7.01(aa) and such proceeds held in such Escrow shall be deemed to be “Restricted”. Indebtedness of the Borrower and its Restricted Subsidiaries shall exclude intercompany indebtedness incurred in the ordinary course of business so long as such intercompany Indebtedness (A) has a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and (B) of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party, is subject to the Intercompany Subordination Agreement (but only to the extent such Intercompany Subordination Agreement is permitted by applicable Law and does not give rise to material adverse tax consequences to Holdings (or any parent of Holdings to the extent such material adverse tax consequence is related to its ownership of the equity interests in Holdings or the Borrower and its Restricted Subsidiaries), the Borrower or any of the Restricted Subsidiaries as determined by the Borrower in good faith). The amount of any Indebtedness in respect of any Hedge Agreement shall be deemed to be the Swap Termination Value thereof as of such date. Indebtedness shall not include Indebtedness of any direct or indirect parent company appearing on the balance sheet of such Person solely by reason of push down accounting under GAAP.

“Indemnified Liabilities” has the meaning specified in Section 11.05(e).

“Indemnitees” has the meaning specified in Section 11.05.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged and that is independent of the Borrower and its Affiliates.

“Information” has the meaning specified in Section 11.08.

“Initial Default” has the meaning specified in Section 1.02(e).

“Initial Holdings” has the meaning specified in the introductory paragraph to this Agreement.

“Initial Issuing Banks” means each Revolving Lender as of the Closing Date, in its capacity as an Initial Issuing Bank hereunder, together with its permitted successors and assigns in such capacity. The amount of each Initial Issuing Bank’s Letter of Credit Percentage is set forth on Schedule 2.01 under the caption “Letter of Credit Percentage”. Jefferies Finance LLC will cause Letters of Credit to be issued by unaffiliated financial institutions and such Letters of Credit shall be treated as issued by Jefferies Finance LLC for all purposes under the Loan Documents.

“Initial Term Loan” means (a) prior to the Amendment No. 2 Effective Date, any Term Loan made to the Borrower pursuant to Section 2.01(a)(i) and 2.01(a)(ii), and (b) on or after the Amendment No. 2 Effective Date, any Term Loan made to the Borrower pursuant to Section 2.01(a)(iii).

“Initial Term Loan Commitment” means, as to each Lender, (I) prior to the Amendment No. 2 Effective Date, its obligation to make an Initial Term Loan to the Borrower hereunder on (x) the Closing Date, expressed as an amount representing the maximum principal amount of the Initial Term Loan to be made by such Lender under this Agreement and (y) the Amendment No. 1 Effective Date, expressed as an amount representing the maximum principal amount of the Amendment No. 1 Term Loan to be made by such Lender under Amendment No. 1, and (II) on and after the Amendment No. 2 Effective Date, its obligation to make an Initial Term Loan to the Borrower hereunder on the Amendment No. 2 Effective Date, expressed as an amount representing the maximum principal amount of the Amendment No. 2 Term Loan to be made by such Lender under Amendment No. 2, in each case, as each such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to one or more Assignment and Assumptions. The amount of each Lender’s Initial Term Loan Commitment is (x) equal to such Lender’s Amendment No. 2 Term Loan Commitment (as defined in Amendment No. 2) or (y) otherwise, set forth in the Assignment and Assumption pursuant to which such Lender shall have assumed its Initial Term Loan Commitment, as the case may be.

“Intellectual Property” has the meaning specified in the Security Agreement.

“Intellectual Property Security Agreements” has the meaning specified in the Security Agreement.

“Intercompany Subordination Agreement” means an agreement executed by the Borrower and each Restricted Subsidiary of the Borrower, in substantially the form of Exhibit H.

“Intercreditor Agreements” means any Junior Lien Intercreditor Agreement or Equal Priority Intercreditor Agreement that may be executed from time to time.

“Interest Coverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Adjusted EBITDA of the Borrower for such Test Period to (b) Consolidated Interest Expense of the Borrower for such Test Period.

“Interest Payment Date” means (a) as to any Term Benchmark Loan, the last day of each Interest Period applicable to such Term Benchmark Loan and the applicable Maturity Date; provided that if any Interest Period for a Term Benchmark Loan exceeds 3 months, the respective dates that fall every 3 months after the beginning of such Interest Period shall also be Interest Payment Dates, (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each fiscal quarter and the applicable Maturity Date, (c) as to any RFR Loan, each date that is on the numerically corresponding day in each calendar month that is one month or three months after the Borrowing of such Loan (or, if there is no such

numerically corresponding day in such month, then the last day of such month); provided that, as to any such RFR Loan if any such date would be a day that is not a Business Day, such date shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such date shall be the next preceding Business Day, and (d) to the extent necessary to create a fungible tranche of Term Loans, the date of the incurrence of any Incremental Term Loans.

“Interest Period” means, as to each Term Benchmark Loan or Term Benchmark Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is 1, 3 or 6 months thereafter, as selected by the Borrower in the relevant Committed Loan Notice or Conversion/Continuation Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(b) any Interest Period (other than an Interest Period having a duration of less than 1 month) that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

For purposes hereof, the date of a Loan or Borrowing initially shall be the date on which such Loan or Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan or Borrowing.

With respect to Term Loans, the Administrative Agent and the Borrower may, from time to time, if such Term Loans are newly incurred, designate an Interest Period that is less than a full 1 or 3 month period or an Interest Period with additional days to cause such Term Loans to have the Interest Periods that align with any other Term Loans then outstanding.

“Intermediate Holdings” has the meaning specified in the introductory paragraph.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person by means of (a) the purchase or other acquisition (including by merger or otherwise) of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Borrower and its Restricted Subsidiaries, (i) intercompany advances arising from their cash management, tax and accounting operations and (ii) ordinary course intercompany loans, advances or indebtedness so long as (x) such loans, advances or indebtedness has a term not exceeding 364 days (inclusive of any roll over or extensions of terms) and (y) any loans, advances or indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party is subordinated to the Obligations in right of payment and otherwise subject to the Intercompany Subordination Agreement (but only to the extent such Intercompany Subordination Agreement is permitted by applicable Law and not giving rise to material adverse tax consequences to Holdings (or any parent of Holdings to the extent such material adverse tax consequence is related to its ownership of the equity interests in Holdings or the Borrower and its Restricted Subsidiaries), the Borrower or any of the Restricted Subsidiaries as determined by the Borrower in good faith)) or (c) the purchase or other acquisition (in one transaction or a series of transactions, including by merger or otherwise) of all or substantially all of the property and assets or

business of another Person or assets constituting a business unit, line of business or division of another Person. The amount of any Investment at any time outstanding shall be the amount of cash and the fair market value of other property actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of any return, whether a return of capital, interest, dividend or otherwise, with respect to such Investment.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other nationally recognized statistical rating agency selected by the Borrower.

“IRS” means Internal Revenue Service of the United States.

“Issuance Notice” means an Issuance Notice in respect of letters of credit substantially in the form of Exhibit A-2.

“Issuing Bank” means each of the Initial Issuing Banks and any other Revolving Lender that becomes an Issuing Bank in accordance with Section 2.04(k) or (m). An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by any domestic or foreign branch, Affiliate of such Issuing Bank, or other financial institution, in which case the term “Issuing Bank” shall include any such branch, Affiliate or other financial institution with respect to Letters of Credit issued by such branch, Affiliate, or other financial institution, and any such Letters of Credit shall be treated as issued hereunder.

“Joint Bookrunners” means (a) with respect to the Initial Term Loans funded on the Closing Date, Barclays, Macquarie Capital (USA) Inc., Goldman Sachs Bank USA, Deutsche Bank Securities Inc., UBS Securities LLC, BofA Securities, Inc., Jefferies Finance LLC, KKR Capital Markets LLC and Citizens Bank, N.A., collectively, as joint bookrunners, (b) with respect to the Initial Term Loans funded on the Amendment No. 1 Effective Date, the Amendment No. 1 Joint Lead Arrangers and Bookrunners, (c) with respect to the Initial Term Loans funded on the Amendment No. 2 Effective Date, the Amendment No. 2 Lead Arrangers and Bookrunners, (d) with respect to Amendment No. 3, the Amendment No. 3 Joint Lead Arrangers and Bookrunners, (e) with respect to the 2024 Refinancing Term Loans funded on the Amendment No. 4 Effective Date, the Amendment No. 4 Joint Lead Arrangers and Bookrunners, and (f) with respect to Amendment No. 5, the Amendment No. 5 Joint Lead Arrangers and Bookrunners and (g) with respect to the 2025 Refinancing Term Loans funded on the Amendment No. 6 Effective Date, the Amendment No. 6 Joint Lead Arrangers and Bookrunners.

“Joint Venture” means (a) any Person which would constitute an “equity method investee” of the Borrower or any of the Restricted Subsidiaries and (b) any Person in whom the Borrower or any of the Restricted Subsidiaries beneficially owns any Equity Interest that is not a Restricted Subsidiary (other than an Unrestricted Subsidiary).

“Joint Venture Investments” means Investments in Joint Ventures in an aggregate amount at any time outstanding not to exceed 50% of the greater of (a) Closing Date EBITDA and (b) TTM Consolidated Adjusted EBITDA, calculated on a Pro Forma Basis as of the applicable date of determination.

“Judgment Currency” has the meaning specified in Section 2.22(b).

“Junior Financing” means any Indebtedness included in the Consolidated Total Debt that is contractually subordinated in right of payment to the Obligations expressly by its terms (other than Indebtedness between or among the Borrower and its Restricted Subsidiaries), has an aggregate outstanding principal amount equal to or greater than the Threshold Amount and has a remaining maturity that is greater than one year.

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Junior Lien Debt” means any Indebtedness included in Consolidated Total Debt that is secured by Liens on assets including all or part of the Collateral that have a priority junior to the Liens on Collateral securing the Obligations constituting Pari Passu Lien Debt or any other Pari Passu Lien Debt.

“Junior Lien Intercreditor Agreement” means a junior lien intercreditor agreement substantially in the form attached hereto as Exhibit K (as the same may be modified in a manner reasonably satisfactory to the Administrative Agent and the Borrower) or, if requested by the providers of Indebtedness expressly permitted hereunder to be Junior Lien Debt, another lien subordination arrangement reasonably satisfactory to the Administrative Agent and the Borrower.

“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Incremental Loan, any Refinancing Term Loan, any Refinancing Revolving Loan, any Extended Term Loan or any Extended Revolving Commitment, in each case as extended in accordance with this Agreement from time to time.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or authorities and executive orders, 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.

“LCT Election” has the meaning specified in Section 1.08(f).

“LCT Test Date” has the meaning specified in Section 1.08(f).

“Lead Arrangers” means (a) with respect to the Initial Term Loans funded on the Closing Date, Barclays Bank PLC, Macquarie Capital (USA) Inc., Goldman Sachs Bank USA, Deutsche Bank Securities Inc., UBS Securities LLC, BofA Securities, Inc., Jefferies Finance LLC, KKR Capital Markets LLC and Citizens Bank, N.A., collectively as joint lead arrangers, (b) with respect to the Initial Term Loans funded on the Amendment No. 1 Effective Date, the Amendment No. 1 Joint Lead Arrangers and Bookrunners, (c) with respect to the Initial Term Loans funded on the Amendment No. 2 Effective Date, the Amendment No. 2 Lead Arrangers and Bookrunners, (d) with respect to Amendment No. 3, the Amendment No. 3 Joint Lead Arrangers and Bookrunners, (e) with respect to the 2024 Refinancing Term Loans funded on the Amendment No. 4 Effective Date, the Amendment No. 4 Joint Lead Arrangers and Bookrunners, and (f) with respect to Amendment No. 5, the Amendment No. 5 Joint Lead Arrangers and Bookrunners. and (g) with respect to the 2025 Refinancing Term Loans funded on the Amendment No. 6 Effective Date, the Amendment No. 6 Joint Lead Arrangers and Bookrunners

“Lender” has the meaning specified in the introductory paragraph to this Agreement and also means the Amendment No. 1 Lender, the Amendment No. 2 Lenders, the Amendment No. 3 Lenders, the Amendment No. 4 Lenders, the Amendment No. 5 Lender and the Amendment No. 6 Lenders (and, for the avoidance of doubt, includes each Revolving Lender and each Term Lender), and their respective

successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.” Unless the context otherwise requires, the term “Lenders” includes the Issuing Banks and the Swing Line Lender. Notwithstanding the foregoing, no Disqualified Lender shall be entitled to any of the rights or privileges enjoyed by the Lenders (including with respect to guarantee and security, indemnity, limitations on liability, voting, access to information and lender meetings).

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

“Letter of Credit” means a letter of credit issued or to be issued by any Issuing Bank pursuant to this Agreement, which letter of credit shall be (a) a standby letter of credit or (b) solely to the extent agreed by the applicable Issuing Bank in its sole and absolute discretion, a commercial or “trade” letter of credit.

“Letter of Credit Advance” means, as to any Revolving Lender, such Lender’s funding of its participation in any Letter of Credit Borrowing in accordance with its Pro Rata Share.

“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 Issuing Bank, together with an Issuance Notice.

“Letter of Credit Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit that has not been reimbursed by the Borrower on the date when made or refinanced as a Revolving Loan Borrowing.

“Letter of Credit Documentation” means, as to any Letter of Credit, each Letter of Credit Application and any other document, agreement and instrument entered into by the applicable Issuing Bank and the Borrower or in favor of such Issuing Bank and relating to such Letter of Credit.

“Letter of Credit Facility Expiration Date” means the day that is 5 Business Days prior to the Revolving Commitment Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day).

“Letter of Credit Obligations” means, at any time, the aggregate amount of all liabilities at such time of any Loan Party to each Issuing Bank with respect to Letters of Credit, whether or not any such liability is contingent, including, without duplication, the sum of (a) the Reimbursement Obligations at such time and (b) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding.

“Letter of Credit Percentage” means, with respect to each Issuing Bank, the percentage set forth on Schedule A of Amendment No. 5 under the caption “Letter of Credit Percentage”, which may be updated from time to time with the consent of each affected Issuing Bank and the Borrower; provided that, the Borrower shall provide to the Administrative Agent prompt written notice of any such update.

“Letter of Credit Sublimit” means the greater of (a) $172,500,000 and (b) such higher amount as the Borrower and the Issuing Bank(s) may from time to time agree; provided that, the Borrower shall provide to the Administrative Agent prompt written notice of any such increase; provided further that, for the avoidance of doubt, subject to Section 2.08(b)(ii), the Letter of Credit Sublimit shall not exceed the aggregate amount of the Revolving Commitments at any time.

“Letter of Credit Usage” means, as of any date of determination, the sum of (a) the maximum aggregate Dollar Amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding and (b) the aggregate Dollar Amount of all Reimbursement Obligations outstanding at such time.

“Lien” means any mortgage, pledge, license, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease that would be classified as such under GAAP as in effect on December 31, 2015 in and of itself be deemed a Lien.

“Limited Condition Transaction” means (a) any Permitted Investment or other similar transaction permitted hereunder, (b) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of indebtedness requiring irrevocable notice (which may be conditional) in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment (c) any Restricted Payment requiring irrevocable notice in advance thereof and (d) any transactions and events related to the foregoing (including Permitted Investments, the incurrence or issuance of indebtedness and the use of proceeds thereof, the incurrence of Liens, redemptions, repurchases, defeasances, satisfactions and discharges or repayments of Indebtedness and Restricted Payments).

“Loan” means a Term Loan made to the Borrower, a Revolving Loan made by a Lender to the Borrower under Article II (including Section 2.16) and a Swing Line Loan made to the Borrower.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) any Refinancing Amendment, Incremental Amendment or Extension Amendment, (d) the Guaranty, (e) the Collateral Documents, (f) the Intercompany Subordination Agreement, (g) the Agent Fee Letter, (h) Amendment No. 1, (i) Amendment No. 2, (j) Amendment No. 3, (k) Amendment No. 4, (l) Amendment No. 5, and (m) Amendment No. 6 and (n) any other document executed in connection with or pursuant to any of the foregoing and jointly designated by the Borrower and the Administrative Agent as a “Loan Document”.

“Loan Parties” means, collectively, the Borrower and the Guarantors.

“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations by the holder of such Derivative Instrument generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations by the holder of such Derivative Instrument generally increase, with negative changes to the Performance References.

“Management Stockholders” means the members of management of Holdings or any of its Subsidiaries or any direct or indirect parent thereof who are investors in Holdings or any direct or indirect parent thereof, or together with the family members thereof, or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their respective heirs, executors, successors and legal representatives.

“Margin Stock” has the meaning specified in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Market Capitalization” means an amount equal to (1) the total number of issued and outstanding shares of common Equity Interests of Holdings or its direct or indirect parent entity, as applicable, on the

date of the declaration of a Restricted Payment multiplied by (2) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

“Master Agreement” has the meaning specified in the definition of “Hedge Agreement.”

“Material Adverse Effect” means any event, circumstance or condition that has had a materially adverse effect on (a) the business, operations, assets, liabilities (actual or contingent) or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which any of the Loan Parties is a party or (c) the rights and remedies of the Lenders, the Collateral Agent or the Administrative Agent under any Loan Document.

“Material Real Property” means any real property owned in fee by the Borrower or any other Loan Party and located in the United States with a fair market value in excess of $25,000,000 as determined at the time of acquisition thereof.

“Material Subsidiary” means, at any date of determination, each of the Borrower’s Restricted Subsidiaries (a) whose total assets at the last day of the applicable Test Period (when taken together with the total assets of the Restricted Subsidiaries of such Subsidiary at the last day of such Test Period) were equal to or greater than 7.5% of the Consolidated Total Assets of the Borrower and the Restricted Subsidiaries as of the last day of such Test Period, in each case determined in accordance with GAAP or (b) whose revenues for such Test Period (when taken together with the revenues of the Restricted Subsidiaries of such Subsidiary for such Test Period) were equal to or greater than 7.5% of the consolidated revenues of the Borrower and the Restricted Subsidiaries for such Test Period, in each case determined in accordance with GAAP; provided that if, at any time and from time to time after the date which is 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), Subsidiaries that are not Guarantors solely because they do not meet the thresholds set forth in clause (a) or (b) comprise in the aggregate more than (when taken together with the total assets of the Restricted Subsidiaries of such Subsidiaries at the last day of the applicable Test Period) 10.0% of the Consolidated Total Assets of the Borrower and the Restricted Subsidiaries as of the end of the applicable Test Period or more than (when taken together with the revenues of the Restricted Subsidiaries of such Subsidiaries for such Test Period) 10.0% of the consolidated revenues of the Borrower and the Restricted Subsidiaries for such Test Period, then the Borrower shall, (i) not later than 90 days after the date by which financial statements for such Test Period are required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent may agree in its reasonable discretion), designate in writing to the Administrative Agent one or more of such Subsidiaries as “Material Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) comply with the provisions of Section 6.11 with respect to any such Subsidiaries within the applicable time periods set forth in such Section. It is agreed that any Securitization Subsidiary shall not be a Material Subsidiary and it shall be excluded from the calculation of the Consolidated Total Assets or total revenue of the Borrower and its Restricted Subsidiaries for the purpose of this definition.

“Maturity Date” means:

(a) with respect to the 20242025 Refinancing Term Loans that have not been extended pursuant to Section 2.18, the date that is 7 years after the Closing Date (such date, the “Original Term Loan Maturity Date”),

(b) with respect to the Revolving Non-Extended Tranche Loans that have not been extended pursuant to Section 2.18, the date that is 5 years after the Closing Date (such date, the “Original Revolving Maturity Date”),

(c) with respect to the Revolving Extended Tranche Loans, the earlier of (x) the Extended Revolving Maturity Date and (y) if all or any portion of the 20242025 Refinancing Term Loans remain outstanding on the Springing Maturity Date, the Springing Maturity Date, and

(d) with respect to any other Class of Loans, the date that is set forth in the applicable Incremental Amendment, Refinancing Amendment, Extension Amendment or other amendments to this Agreement;

provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately preceding such day.

“Maximum Rate” has the meaning specified in Section 11.10.

“Maximum Tender Condition” has the meaning specified in Section 2.19(b).

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of Cash Equivalents, an amount equal to 101% of the Fronting Exposure of the Issuing Banks with respect to Letters of Credit issued and outstanding at such time and (b) otherwise, an amount determined by the Administrative Agent and the Issuing Banks, in their sole discretion.

“Minimum Tender Condition” has the meaning specified in Section 2.19(b).

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

“Mortgage Policy” and/or “Mortgage Policies” means an American Land Title Association Lender’s Extended Coverage title insurance policy covering such interest in the Mortgaged Property in an amount at least equal to the fair market value of such Mortgaged Property (or such lesser amount as shall be agreed to by the Collateral Agent in its reasonable discretion) insuring the first priority Lien of each such Mortgage as a valid Lien on the property described therein, free of any other Liens except as expressly permitted by Section 7.01, together with such endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request and in form and substance reasonably satisfactory to the Collateral Agent.

“Mortgaged Properties” means the property on which Mortgages are required pursuant to Section 6.11 or 6.16.

“Mortgages” means, collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Lenders in form and substance reasonably satisfactory to the Collateral Agent, and any other mortgages executed and delivered pursuant to Sections 6.11 or 6.16.

“Multiemployer Plan” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which any Loan Party or any of their respective ERISA Affiliates makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions, to the extent any liability to a Loan Party remains.

“Net Cash Proceeds” means, with respect to:

(a) the Disposition of any asset by the Borrower or any Restricted Subsidiary or any Casualty Event, the excess, if any, of:

(i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash and Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of the Borrower or any of the Restricted Subsidiaries), over

(ii) the sum of,

(A) the principal amount, premium or penalty, if any, interest, breakage costs and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and required to be repaid in connection with such Disposition or Casualty Event (other than Indebtedness secured by a Lien that ranks pari passu with or subordinated to the Liens securing the Obligations constituting Pari Passu Lien Debt),

(B) the out-of-pocket fees and expenses (including attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and re-cording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event and restoration costs following a Casualty Event,

(C) (i) taxes and (ii) distributions made pursuant to Section 7.06(g)(i) or 7.06(g)(iii), in each case, paid or reasonably estimated to be payable in connection therewith (including taxes imposed on the distribution or repatriation of any such Net Cash Proceeds),

(D) in the case of any Disposition or Casualty Event by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (D)) attributable to minority interests and not available for distribution to or for the account of the Borrower or a wholly owned Restricted Subsidiary as a result thereof,

(E) any reserve for adjustment in respect of (1) the sale price of such asset or assets established in accordance with GAAP and (2) any liabilities associated with such asset or assets and retained by the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, it being understood that “Net Cash Proceeds” shall include the amount of any reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in this clause (E) and

(F) any costs associated with unwinding any related Hedge Agreements in connection with such transaction; and

(b) the sale, incurrence or issuance of any Indebtedness by the Borrower or any Restricted Subsidiary, the excess, if any, of:

(i) the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance over

(ii) taxes paid or reasonably estimated to be payable as a result thereof, fees (including investment banking fees, attorneys’ fees, accountants’ fees, underwriting fees and discounts), commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such sale, incurrence or issuance;

(c) the issuance of any Qualified Equity Interests by the Borrower, the amount of cash and Cash Equivalents from the issuance of such Qualified Equity Interests contributed to the capital of the Borrower.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP (determined, for the avoidance of doubt, on an unconsolidated basis) and before any reduction in respect of preferred stock dividends.

“Net Long Representation” has the meaning specified in Section 11.01(i)(i).

“Net Short” means, with respect to any Lender, as of the applicable date of determination, either (a) the value of its Short Derivative Instruments exceeds the sum of (x) the value of its Loans and other debt for borrowed money issued by or other contractual obligations of the Borrower, its direct or indirect parent entities and its Subsidiaries (with the value of the Loans and any other traded debt to be the trading price quoted by a reputable pricing source for the prior trading day and the value of any other debt for borrowed money not to exceed the trading price for any traded debt with comparable or shorter maturity and comparable or better credit support) (giving effect to any participation or other similar transfers of interest in such Loans or debt for borrowed money either held or sold by such Lender to the extent such participation or transfer does not otherwise constitute a Derivative Instrument) plus (y) the value of its Long Derivative Instruments as of such date of determination or (b) it is reasonably expected that such would have been the case were a “Failure to Pay” or “Bankruptcy Credit Event” (each as defined in the 2014 ISDA Credit Derivatives Definitions) or any similar or equivalent definition to have occurred with respect to the Borrower or any Guarantor immediately prior to such date of determination.

“Net Short Representation” has the meaning specified in Section 11.01(i)(i).

“New Holdings” has the meaning specified in the definition of “Holdings”.

“Non-Bank Certificate” has the meaning specified in Section 3.01(b).

“Non-Consenting Lender” has the meaning specified in the penultimate paragraph of Section 3.07.

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

“Non-Finance Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is not and is not required to be accounted for as a capital lease or finance lease on the balance sheet of that Person. For the avoidance of doubt, a straight-line or operating lease or lease in respect of real property shall be considered a Non-Finance Lease.

“Non-Loan Party” means any Restricted Subsidiary of the Borrower that is not a Loan Party.

“Non-Loan Party Debt Cap” means 50% of the greater of (I) Closing Date EBITDA and (II) TTM Consolidated Adjusted EBITDA, calculated on a Pro Forma Basis as of the applicable date of determination.

“Nonextension Notice Date” has the meaning specified in Section 2.04(b)(iii).

“Not Otherwise Applied” means, with respect to any amount subject to such restriction, such amount was not previously (or concurrently with the intended usage) applied to increase the Available Amount, as a Specified Equity Contribution, to incur Contribution Indebtedness or pursuant to Section 7.02(q), 7.06(b)(ii), 7.06(f)(iii) or 7.11(a)(iv), where in each case such permissibility was (or may have been) contingent on the receipt or availability of such amount.

“Note” means each of the Term Loan Notes, the Revolving Loan Notes and the Swing Line Notes.

“Notice of Intent to Cure” has the meaning specified in Section 8.02.

“Obligations” means all (a) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document 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, fees and expenses that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees and expenses are allowed claims in such proceeding, (b) obligations of any Loan Party arising under any Secured Hedge Agreement and (c) Cash Management Obligations; provided that Obligations shall exclude any Excluded Swap Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and any of their Subsidiaries to the extent they have obligations under the Loan Documents) include the obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party and to provide Cash Collateral under any Loan Document.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“OID” means original issue discount.

“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, articles of association 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 Loan Maturity Date” has the meaning specified in the definition of “Maturity Date”.

“Other Applicable Asset Sale Indebtedness” has the meaning specified in Section 2.07(b)(ii)(B).

“Other Applicable ECF Indebtedness” has the meaning specified in Section 2.07(b)(i).

“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 solely 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).

“Other Secured Debt” means any Indebtedness that is secured by Liens on assets that do not constitute Collateral.

“Other Taxes” has the meaning specified in Section 3.01(f).

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (b) with respect to any amount denominated in Alternative Currency, the rate of interest per annum reasonably determined by the Administrative Agent to be its cost of funding such amount.

“Pari Passu Lien Debt” means any Indebtedness included in Consolidated Total Debt that is secured by Liens on assets including all or part of the Collateral that are pari passu in priority with the Liens on the Collateral securing the 20242025 Refinancing Term Loans and the Revolving Loans.

“Participant” has the meaning specified in Section 11.07(d).

“Participant Register” has the meaning specified in Section 11.07(e).

“Payment Notice” has the meaning specified in Section 10.18(b).

“Payment Recipient” has the meaning specified in Section 10.18(a).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA or Sections 412 and 430 of the Code or Section 302 of ERISA and is sponsored or maintained by any Loan Party or any of their respective ERISA Affiliates or to which any Loan Party or any of their respective ERISA Affiliates contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described

in Section 4064(a) of ERISA, has made or has had an obligation to make contributions at any time in the preceding five plan years, to the extent any liability of any Loan Party remains.

“Perfection Certificate” means a certificate in the form of Exhibit II to the Security Agreement or any other form reasonably approved by the Collateral Agent, as the same shall be supplemented from time to time.

“Performance References” has the meaning specified in the definition of “Derivative Instrument”.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Acquisition” has the meaning specified in Section 7.02(k).

“Permitted Debt Exchange” has the meaning specified in ‎Section 2.19(a).

“Permitted Debt Exchange Offer” has the meaning specified in ‎Section 2.19(a).

“Permitted Debt Exchange Securities” has the meaning specified in ‎Section 2.19(a).

“Permitted Encumbrances” means each of the following Liens:

(a) Liens (i) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and not for speculative purposes and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and that are within the general parameters customary in the banking industry;

(b) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;

(c) Liens that secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

(d) Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other deposit-taking financial institutions in the ordinary course and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the Borrower or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Borrower or any of the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;

(e) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens, or other customary Liens (other than in respect of Indebtedness) in favor of landlords, so long as, in each case, such Liens

arise in the ordinary course of business that secure amounts not overdue for a period of more than 60 days or, if more than 60 days overdue, are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP (as determined by the Borrower in good faith);

(f) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or licenses entered into by the Borrower or any of the Restricted Subsidiaries as lessee, sublessee, licensee or sublicensee in the ordinary course of business;

(g) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of its Restricted Subsidiaries are located;

(h) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property;

(i) deposits of cash with the owner or lessor of premises leased and operated by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business of the Borrower and such Subsidiary to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises;

(j) Liens for taxes, assessments or governmental charges that are not overdue for a period of more than 60 days or that are being contested in good faith and by appropriate actions diligently conducted and for which appropriate reserves have been established in accordance with GAAP (as determined by the Borrower in good faith) or for property taxes on property the Borrower or its Subsidiaries has decided to abandon if the sole recourse for such tax, assessment or charge is to such property;

(k) easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions, licenses, reservations and other similar encumbrances and title defects affecting real property that (i) are matters of record, or (ii), in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or the use of the property for its intended purpose, and any other exceptions to title on the Mortgage Policies provided in accordance with this Agreement;

(l) Liens arising from judgments or orders for the payment of money not constituting an Event of Default under Section 9.01(g);

(m) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business (or other agreement under which the Borrower or any Restricted Subsidiary has granted rights to end users to access and use the Borrower’s or any Restricted Subsidiary’s products, technologies, facilities or services) which do not materially interfere with the ordinary course of business of the Borrower and its Restricted Subsidiaries, taken as a whole;

(n) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and (ii) on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or commercial

letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or such other goods in the ordinary course of business;

(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;

(p) Liens that are contractual rights of set-off under agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business;

(q) Liens imposed by law or incurred pursuant to customary reservations or retentions of title (including contractual Liens in favor of sellers and suppliers of goods) incurred in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than 90 days or that are being contested in good faith by appropriated proceedings and for which adequate reserves have been established in accordance with GAAP (if so required);

(r) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;

(s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02 and reasonable customary initial deposits and margin deposits;

(t) Liens consisting of contractual restrictions permitted under Section 7.09 (other than Section 7.09(b)(iv)(A) and 7.09(b)(xiii));

(u) Liens on cash and Cash Equivalents earmarked to be used to satisfy or discharge Indebtedness where such satisfaction or discharge of such Indebtedness is not otherwise prohibited;

(v) purported Liens evidenced by the filing of precautionary Uniform Commercial Code financing statements or similar filings; and

(w) Liens and privileges mandatorily imposed or required to be granted under non-U.S. Law with respect to Foreign Subsidiaries.

“Permitted Holders” means any of (a) the Sponsor, (b) the Co-Investors, (c) the Management Stockholders and (d) any group (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of which the Persons described in clauses (a), (b) or (c) above are members; provided that in the case of this clause (d), the Persons described in clauses (a), (b) or (c) above collectively own more than 50% of all voting Equity Interests of Holdings beneficially owned by such “group”.

“Permitted Investment” means (a) any Permitted Acquisition and/or (b) any other Investment or acquisition permitted hereunder.

“Permitted Investors” means (a) the Sponsor, (b) each of the Affiliates and investment managers of the Sponsor, (c) any fund or account managed by any of the persons described in clause (a) or (b) of this definition, (d) any employee benefit plan of Holdings or any of its subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and (e) investment vehicles of members of management of Holdings or the Borrower but excluding natural persons, Holdings, the Borrower and its Subsidiaries.

“Permitted IPO/Tax Reorganization” means any transaction or action taken in connection with and reasonably related to a Qualifying IPO or tax planning and tax reorganization, so long as, after giving effect thereto, neither the value of the Guaranty nor the security interest of the Collateral Agent in the Collateral, taken as a whole, is materially impaired (as determined by the Borrower in good faith).

“Permitted Ratio Debt” means Pari Passu Lien Debt, Junior Lien Debt, Other Secured Debt or unsecured Indebtedness of the Borrower or any Restricted Subsidiary; provided that

(a) immediately after giving effect to the issuance, incurrence, or assumption of such Indebtedness:

(i) in the case of any Pari Passu Lien Debt, the First Lien Net Leverage Ratio of the Borrower is equal to or less than 4.00 to 1.00;

(ii) in the case of any Junior Lien Debt, the Secured Net Leverage Ratio of the Borrower is equal to or less than 5.25 to 1.00; and

(iii) in the case of any unsecured Indebtedness or Other Secured Debt, either:

(A) the Total Net Leverage Ratio of the Borrower is equal to or less than 5.25 to 1.00; or

(B) the Interest Coverage Ratio of the Borrower is equal to or greater than 2.00 to 1.00;

in each case, after giving Pro Forma Effect to the incurrence of such Indebtedness and the use of proceeds thereof and measured as of and for the applicable Test Period immediately preceding the issuance, incurrence or assumption of such Indebtedness;

(b) if any Permitted Ratio Debt constitutes Pari Passu Lien Debt or Junior Lien Debt, a Debt Representative acting on behalf of the holders of such Permitted Ratio Debt may (and has) become party to, or is otherwise subject to the provisions of (A) if such Permitted Ratio Debt is Pari Passu Lien Debt, an Equal Priority Intercreditor Agreement as an “Additional First Lien Representative” (or similar designation) and any Junior Lien Intercreditor Agreement then in existence as a “Senior Priority Representative” (or similar designation) or (B) if such Permitted Ratio Debt is Junior Lien Debt, a Junior Lien Intercreditor Agreement as a “Second Priority Representative” (or similar designation); and

(c) the interest rate, fees, original issue discount, prepayment premium commitment fees and funding fees for any Permitted Ratio Debt will be as determined by the Borrower and the Persons providing such Permitted Ratio Debt; provided that, any Permitted Ratio Debt (other than revolving facilities and customary bridge facilities that will automatically convert into Indebtedness that would satisfy such requirements) shall not mature prior to the Latest Maturity Date of, and shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of, the 20242025 Refinancing Term Loan as of the date of the incurrence thereof; provided further that the aggregate principal amount of Permitted Ratio Debt incurred or Guaranteed by a Non-Loan Party, together with (x) the aggregate principal amount of any Incremental Term Facilities and Incremental Revolving Facilities that are Other Secured Debt and (y) the aggregate principal amount of any Incremental Equivalent Debt, Incurred Acquisition Debt and any other Indebtedness under Section 7.03(j), in the case of this subclause (y), incurred or Guaranteed by a Non-Loan Party, shall not exceed the Non-Loan Party Debt Cap;

“Permitted Refinancing” means with respect to any Person, any modification, refinancing, refunding, renewal, replacement or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness incurred under Section 7.03(e) and, such modification, refinancing, refunding, renewal, replacement or extension has a Weighted Average Life to Maturity equal to or longer than the shorter of (x) the remaining Weighted Average Life to Maturity of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended and (y) the remaining Weighted Average Life to Maturity of the 20242025 Refinancing Term Loan and a final maturity date equal to or later than the earlier of (1) the final maturity date of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended and (2) the Latest Maturity Date of the 20242025 Refinancing Term Loan, (c) [reserved], (d) if such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended constitutes Junior Financing, (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms, taken as a whole, at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended (as determined by the Borrower in good faith) and (ii) such modification, refinancing, refunding, renewal, replacement or extension is incurred and guaranteed by the Person who is the obligor or guarantor, as applicable, of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended and (e) if the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended was subject to an Intercreditor Agreement, the Debt Representative of such modified, refinanced, refunded, renewed, replaced or extended Indebtedness (if such Indebtedness is secured) shall become party to the appropriate Intercreditor Agreement(s).

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

“Planned Expenditures” has the meaning specified in Section 2.07(b)(i)(B)(9).

“Platform” has the meaning specified in Section 6.02.

“Pledged Debt” has the meaning specified in the Security Agreement.

“Pledged Equity” has the meaning specified in the Security Agreement.

“Position Representation” has the meaning specified in Section 11.01(i)(i).

“Prepayment Date” has the meaning specified in Section 2.07(b)(viii).

“Prepayment Notice” means a written notice made pursuant to Section 2.07(a)(i) substantially in the form of Exhibit J.

“Previous Holdings” has the meaning specified in the definition of “Holdings”.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest

Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent).

“Private-Side Information” means any information with respect to Holdings and its Subsidiaries that is not Public-Side Information.

“Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant or calculation hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.08.

“Pro Rata Share” means (a) with respect to all payments, computations and other matters relating to the Term Loan of a given Class of any Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the principal amount of the Term Loans of such Class of such Lender at such time and the denominator of which is the aggregate principal amount of Term Loans of such Class of all Lenders at such time; (b) with respect to all payments, computations and other matters relating to unfunded Term Loan Commitments of a given Class of any Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the principal amount of the unfunded Term Loan Commitments of such Class of such Lender at such time and the denominator of which is the aggregate principal amount of unfunded Term Loan Commitments of such Class of all Lenders at such time and (c)(i) with respect to all payments, computations and other matters relating to the Revolving Commitment of a given Class of any Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the unused Revolving Commitment of such Class of that Lender and the denominator of which is the aggregate unused Revolving Commitments of such Class of all Lenders at such time and (ii) with respect to all payments, computations and other matters relating to the Revolving Loans of a given Class of any Lender and any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Revolving Exposure of such Class of that Lender and the denominator of which is the aggregate Revolving Exposure of such Class of all Lenders at such time.

“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 Company Costs” means costs relating to compliance with the Sarbanes-Oxley Act of 2002, as amended, and other expenses arising out of or incidental to Holdings’ (or any direct or indirect parent thereof which do not own other Subsidiaries besides Holdings, its Subsidiaries and any other direct or indirect parents of Holdings) status as a reporting company, including costs, fees and expenses (including legal, accounting and other professional fees) relating to compliance with provisions of the Securities Act and the Exchange Act, the rules of securities exchange companies with listed equity securities, directors’ compensation, fees and expense reimbursement, shareholder meetings and reports to shareholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees, and listing fees.

“Public Lenders” means Lenders that do not wish to receive Private-Side Information.

“Public-Side Information” means (a) at any time prior to Holdings or any of its Subsidiaries or direct or indirect parent becoming the issuer of any Traded Securities, information that is (i) of a type that would be required by applicable Law to be publicly disclosed in connection with an issuance by Holdings or any of its Subsidiaries of its debt or equity securities pursuant to a registered public offering made at such time or (ii) not material to make an investment decision with respect to securities of Holdings or any

of its Subsidiaries (for purposes of United States federal, state or other applicable securities laws), and (b) at any time on or after Holdings or any of its Subsidiaries or direct or indirect parent becoming the issuer of any Traded Securities, information that does not constitute material non-public information (within the meaning of United States federal, state or other applicable securities laws) with respect to Holdings or any of its Subsidiaries or any of their respective securities.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning specified in Section 11.26.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualified Holding Company Debt” means unsecured Indebtedness of Holdings or Intermediate Holdings:

(a) that is not subject to any Guarantee by any Subsidiary of Holdings other than Intermediate Holdings (including the Borrower),

(b) that will not mature prior to the date that is 180 days after the Latest Maturity Date in effect on the date of issuance or incurrence thereof,

(c) that has no scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation, in each case, prior to the date that is 180 days after the Latest Maturity Date in effect on the date of issuance or incurrence thereof (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirements of clause (e) below),

(d) that does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the date that is 180 days after the Latest Maturity Date in effect on the date of such issuance or incurrence, unless (x) such payments are funded with equity contributions in respect of Qualified Equity Interests to Holdings, (y) cash proceeds from the issuance of such Indebtedness previously reserved for such purposes or (z) such Indebtedness permits Holdings or Intermediate Holdings, as applicable, to defer such payments to the extent no Restricted Payment could be made to fund such payments or elect to make such payment in kind, and

(e) that has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities and in any event, with respect to covenant, default and remedy provisions, no more restrictive (taken as a whole) than those set forth in this Agreement (other than provisions customary for senior discount notes of a holding company).

“Qualified Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (i) such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower, its Subsidiaries and the Securitization Subsidiary, (ii) all sales, transfers and/or contributions of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value, and (iii) the financing terms, covenants, termination events and other provisions thereof, including any Standard Securitization Undertakings, shall be market terms; in each case of clauses (i) – (iii), as determined by the Board of Directors of the Borrower in good faith. The grant of a security interest

in any Securitization Assets of the Borrower or any of the Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under this Agreement prior to engaging in any Securitization Financing shall not be deemed a Qualified Securitization Financing.

“Qualifying IPO” means (a) the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering) or pursuant to analogous Laws in Canada, the United Kingdom or any member of the European Union or (b) any transaction or series of related transactions following consummation of which Holdings or any direct or indirect parent of Holdings is either subject to the periodic reporting obligations of the Exchange Act or analogous Laws in Canada, the United Kingdom or any member of the European Union or has a class or series of Equity Interests that are Traded Securities, in each case, if following such transaction or series of transactions the capital stock of such person is listed on a national securities exchange in the United States, Canada, the United Kingdom or any member of the European Union.

“Ratio Incremental Amount” means an unlimited amount of Pari Passu Lien Debt, Junior Lien Debt, or Other Secured Debt or unsecured Indebtedness; provided that, after giving Pro Forma Effect to the incurrence thereof:

(a) with respect to an Incremental Facility or Incremental Equivalent Debt to be incurred as Pari Passu Lien Debt, the First Lien Net Leverage Ratio of the Borrower is equal to or less than 4.00 to 1.00;

(b) with respect to any Incremental Facility or Incremental Equivalent Debt to be incurred as Junior Lien Debt, the Secured Net Leverage Ratio of the Borrower is equal to or less than 5.25 to 1.00; and

(c) with respect to any Incremental Facility or Incremental Equivalent Debt to be incurred as unsecured Indebtedness or Other Secured Debt, either:

(i) the Total Net Leverage Ratio of the Borrower is equal to or less than 5.25 to 1.00; or

(ii) the Interest Coverage Ratio for the applicable Test Period is equal to or greater than 2.00 to 1.00.

“Receivables Financing Transaction” means any transaction or series of transactions entered into by Holdings, Intermediate Holdings, the Borrower or any Restricted Subsidiary pursuant to which such party consummates a “true sale” of its receivables to a non-related third party on market terms as determined in good faith by the Borrower; provided that such Receivables Financing Transaction is (i) non-recourse to (and is not assumed by any of) the Borrower, Holdings, Intermediate Holdings or any other Restricted Subsidiary (other than any Restricted Subsidiary formed for the purpose of effecting any Receivables Financing Transaction, if applicable) and (ii) consummated pursuant to customary contracts, arrangements or agreements entered into with respect to the “true sale” of receivables on market terms for similar transactions.

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“Reference Date” has the meaning specified in the definition of “Available Amount.”

“Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the Borrower and (b) each Additional Lender and Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.17.

“Refinancing Commitments” means any Refinancing Term Commitments or Refinancing Revolving Commitments.

“Refinancing Loans” means any Refinancing Term Loans or Refinancing Revolving Loans.

“Refinancing Revolving Commitments” means one or more Classes of Revolving Loan commitments hereunder that result from a Refinancing Amendment.

“Refinancing Revolving Loans” means one or more Classes of Revolving Loans that result from a Refinancing Amendment.

“Refinancing Term Commitments” means one or more Classes of Term Loan commitments hereunder that result from a Refinancing Amendment.

“Refinancing Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.

“Refunded Swing Line Loans” has the meaning specified in Section 2.03(c)(i).

“Register” has the meaning specified in Section 11.07(c).

“Reimbursement Obligations” has the meaning specified in Section 2.04(c)(i).

“Related Indemnified Person” of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

“Relevant Governmental Body” means (a) with respect to the Term Benchmark (x) for Loans denominated in Dollars, the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York or, in each case, any successor thereto and (y) for Loans denominated in Euros, the European Money Markets Institute or any successor thereto and (b) with respect to Daily Simple RFR, the SONIA Administrator or any successor thereto.

“Reportable Event” means, with respect to any Pension Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty day notice period has been waived by regulation as in effect on the Closing Date.

“Reporting Entity” means KinderCare Learning Companies, Inc., a Delaware corporation.

“Repricing Event” means:

(a) the incurrence by the Borrower or any other Loan Party of any broadly syndicated “term loan B” facility denominated in Dollars and constituting Pari Passu Lien Debt (including any new or additional Term Loans constituting Pari Passu Lien Debt under this Agreement, whether incurred directly or by way of the conversion of the 20242025 Refinancing Term Loan into another Class of Refinancing Term Loans under this Agreement) (i) having an interest rate margin that is less than the Applicable Rate for the 20242025 Refinancing Term Loans (based on the then-effective pricing level) and (ii) the proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, the outstanding principal of the 20242025 Refinancing Term Loan, or

(b) any reduction in the Applicable Rate of the 20242025 Refinancing Term Loan by way of an amendment to this Agreement;

provided that a Repricing Event shall not include any event described in clause (a) or (b) above that is not consummated for the primary purpose of lowering the Applicable Rate applicable to the 20242025 Refinancing Term Loan (as determined in good faith by the Borrower), including, for the avoidance of doubt, any Repricing Event consummated in connection with or as a result of a Transformative Transaction.

“Required Asset Sale Prepayment Amount” has the meaning specified in Section 2.07(b)(ii).

“Required ECF Prepayment Amount” has the meaning specified in Section 2.07(b)(i).

“Required Facility Lenders” means, (i) with respect to any Revolving Commitments of any Class, Lenders having or holding more than 50% of the aggregate Revolving Exposure of such Class of all Lenders, subject to adjustments set forth in Section 11.01, or (ii) with respect to Term Loans of any Class, Lenders having or holding more than 50% of the aggregate principal Dollar Amount of outstanding Term Loans of such Class, in each case, subject to adjustments set forth in Section 11.01.

“Required Lenders” means, as of any date of determination, Lenders having or holding more than 50% of the sum of (a) the aggregate Term Loans and unused Term Loan Commitments of all Lenders and (b) the aggregate Revolving Exposure of all Lenders, subject to adjustments set forth in Section 11.01.

“Required Revolving Lenders” means, as of any date of determination, Lenders having or holding more than 50% of the aggregate Revolving Exposure of all Lenders, subject to adjustments set forth in Section 11.01.

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

“Responsible Officer” means the chief executive officer, president, senior vice president, senior vice president (finance), vice president, chief financial officer, treasurer, manager of treasury activities or assistant treasurer or other similar officer or Person performing similar functions of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of

such Loan Party. Unless otherwise specified, all references herein to a “Responsible Officer” shall refer to a Responsible Officer of the Borrower.

“Restricted” means, when referring to cash or Cash Equivalents of the Borrower or any of the Restricted Subsidiaries, that a Lien (other than bank Liens and other customary Liens incurred in the ordinary course of business) senior to the Lien (if any) securing the Obligations constituting Pari Passu Lien Debt is granted for the benefit of other Indebtedness or obligations.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of the Borrower or any of the Restricted Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s or Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof).

“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Retained Excess Cash Flow Amount” means an amount equal to the sum of an amount equal to (a) Excess Cash Flow minus (b) the Required ECF Prepayment Amount, in each case, in respect of each fiscal year ending after the Closing Date, commencing with the fiscal year ending December 31, 2024.

“Revaluation Date” means (a) with respect to any Revolving Loan denominated in an Alternative Currency, each of the following: (i) each date of a Borrowing of such Loan, (ii) each date of a continuation of such Loan pursuant to the terms of this Agreement, (iii) the last day of each fiscal quarter of the Borrower and (iv) the date of any voluntary reduction of a Revolving Commitment in respect thereof; (b) with respect to any Letter of Credit denominated in an Alternative Currency, each of the following: (i) each date of issuance of such Letter of Credit, (ii) each date of any amendment of such Letter of Credit that would have the effect of increasing the Stated Amount thereof and (iii) the last day of each fiscal quarter; and (c) such additional dates as the Required Revolving Lenders shall require, at any time when (i) an Event of Default has occurred and is continuing or (ii) to the extent that, and for so long as, the aggregate Revolving Exposure of all Revolving Lenders (for such purpose, using the Dollar Amount in effect for the most recent Revaluation Date) exceeds 90% of the aggregate principal amount of the Revolving Commitments.

“Revolving Commitment” means the Revolving Extended Tranche Commitment and/or the Revolving Non-Extended Tranche Commitment, as the context requires.

“Revolving Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

“Revolving Commitment Termination Date” means the earlier to occur of (a)(i) with respect to the Revolving Non-Extended Tranche Commitments, the fifth anniversary of the Closing Date, and (ii) with respect to the Revolving Extended Tranche Commitments, the earlier to occur of (x) the Extended Revolving Maturity Date and (y) if all or any portion of the 20242025 Refinancing Term Loans remain outstanding on the Springing Maturity Date, the Springing Maturity Date, and (b) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.08.

“Revolving Exposure” means the Revolving Extended Tranche Exposure and the Revolving Non-Extended Tranche Exposure.

“Revolving Extended Tranche Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Extended Tranche Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder and “Revolving Extended Tranche Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Extended Tranche Commitment, if any, is set forth on Schedule A of Amendment No. 3 under the caption “Revolving Extended Tranche Commitment” or in the applicable Assignment and Assumption, subject to any increase, adjustment or reduction pursuant to the terms and conditions hereof, including Section 2.16. The aggregate amount of the Revolving Extended Tranche Commitments as of the Amendment No. 5 Effective Date is $252,500,000.

“Revolving Extended Tranche Exposure” means, with respect to any Lender as of any date of determination, (a) prior to the termination of the Revolving Extended Tranche Commitments, that Lender’s Revolving Extended Tranche Commitment; and (b) after the termination of the Revolving Extended Tranche Commitments, the sum of (i) the aggregate outstanding principal Dollar Amount of the Revolving Extended Tranche Loans of that Lender, (ii) in the case of each Issuing Bank, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit), (iii) the aggregate Dollar Amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (iv) in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any participations therein by other Lenders) and (v) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

“Revolving Extended Tranche Facility” means the Facility comprised of the Revolving Extended Tranche Commitments and Revolving Extended Tranche Loans, Swing Line Loans and Letters of Credit thereunder.

“Revolving Extended Tranche Lender” means a Lender having a Revolving Extended Tranche Commitment or other Revolving Extended Tranche Exposure.

“Revolving Extended Tranche Loan” means a revolving loan made by a Revolving Extended Tranche Lender pursuant to Section 2.02.

“Revolving Facility” means the Revolving Extended Tranche Facility or the Revolving Non-Extended Tranche Facility.

“Revolving Lenders” means the Revolving Extended Tranche Lenders and the Revolving Non-Extended Tranche Lenders.

“Revolving Loan Note” means a promissory note in the form of Exhibit B-2, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Revolving Loans” means the Revolving Extended Tranche Loans and the Revolving Non-Extended Tranche Loans.

“Revolving Non-Extended Tranche Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Non-Extended Tranche Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder and “Revolving Non-Extended Tranche Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Non-Extended Tranche Commitment, if any, is set forth on Schedule A of Amendment No. 3 under the caption “Revolving Non-Extended Tranche Commitment” or in the applicable Assignment and Assumption, subject to any increase, adjustment or reduction pursuant to the terms and conditions hereof, including Section 2.16. The

aggregate amount of the Revolving Non-Extended Tranche Commitments as of the Amendment No. 5 Effective Date is $10,000,000.

“Revolving Non-Extended Tranche Exposure” means, with respect to any Lender as of any date of determination, (a) prior to the termination of the Revolving Non-Extended Tranche Commitments, that Lender’s Revolving Non-Extended Tranche Commitment; and (b) after the termination of the Revolving Non-Extended Tranche Commitments, the sum of (i) the aggregate outstanding principal Dollar Amount of the Revolving Non-Extended Tranche Loans of that Lender, (ii) in the case of each Issuing Bank, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit), (iii) the aggregate Dollar Amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (iv) in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any participations therein by other Lenders) and (v) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

“Revolving Non-Extended Tranche Facility” means the Facility comprised of the Revolving Non-Extended Tranche Commitments and Revolving Non-Extended Tranche Loans, Swing Line Loans and Letters of Credit thereunder.

“Revolving Non-Extended Tranche Lender” means a Lender having a Revolving Non-Extended Tranche Commitment or other Revolving Non-Extended Tranche Exposure.

“Revolving Non-Extended Tranche Loan” means a revolving loan made by a Revolving Non-Extended Tranche Lender pursuant to Section 2.02.

“RFR” means SONIA.

“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.

“RFR Interest Day” has the meaning specified in the definition of “Daily Simple RFR”.

“RFR Loan” means a Loan that bears interest at a rate based on Daily Simple RFR.

“S&P” means Standard & Poor’s, a division of S&P Global Inc., and any successor thereto.

“Sale Leaseback Transaction” means any transaction or series of related transactions pursuant to which the Borrower or any of its Restricted Subsidiaries (a) sells, transfers or otherwise Disposes of any property, real or personal, whether now owned or hereafter acquired and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or Disposed, excluding transactions among the Borrower and its Restricted Subsidiaries.

“Same Day Funds” means disbursements and payments in immediately available funds.

“Sanctioned Countries” has the meaning specified in Section 5.17(c).

“Sanctions” has the meaning specified in Section 5.17(c).

“Screened Affiliates” means any Affiliate of a Lender (which, solely for the purpose of this definition, shall include any “trading desk” or similar group within any such Lender) (i) that makes investment decisions independently from such Lender and any other Affiliate of such Lender that is acting

in concert with such Lender in connection with its investment in the Loans, (ii) that has in place customary information screens between it and such Lender and any other Affiliate of such Lender that is acting in concert with such Lender in connection with its investment in the Loans and (iii) whose investment policies are not directed by such Lender or any other Affiliate of such Lender that is acting in concert with such Lender in connection with its investment in the Loans.

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

“Secured Hedge Agreement” means any Hedge Agreement that is entered into by and between any Loan Party and any Hedge Bank and designated in writing by the Borrower to the Administrative Agent as a “Secured Hedge Agreement” (it being understood that one notice with respect to a specified Master Agreement may designate all transactions thereunder as being “Secured Hedge Agreements”, without the need for separate notices for each individual transaction thereunder).

“Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Secured Net Debt outstanding as of such date to (b) Consolidated Adjusted EBITDA of the Borrower for the applicable Test Period.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, each Issuing Bank, each Hedge Bank, each Cash Management Bank, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 10.01(b).

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securitization Assets” means the accounts receivable, royalty or other revenue streams and other rights to payment (including with respect to rights of payment pursuant to the terms of Joint Ventures) and the proceeds thereof.

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Securitization Subsidiary in connection with any Qualified Securitization Financing.

“Securitization Financing” means any transaction or series of transactions that may be entered into by the Borrower or any of its Subsidiaries pursuant to which the Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Borrower or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in, any Securitization Assets of the Borrower or any of its Subsidiaries, and any assets related thereto, including all collateral securing such Securitization Assets, all contracts and all guarantees or other obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets that are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization Assets.

“Securitization Repurchase Obligation” means any obligation of a seller or transferor of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a Standard Securitization Undertaking, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Securitization Subsidiary” means a wholly owned Subsidiary of the Borrower (or another Person formed for the purposes of engaging in a Qualified Securitization Financing in which the Borrower or any Subsidiary of the Borrower makes an Investment and to which the Borrower or any Subsidiary of the Borrower transfers Securitization Assets and related assets) that engages in no activities other than in connection with the financing of Securitization Assets of the Borrower or its Subsidiaries, all proceeds thereof and all rights (contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Borrower or such other Person (as provided below) as a Securitization Subsidiary, and

(a) no portion of the Indebtedness or any other obligation (contingent or otherwise) of which (i) is guaranteed by Holdings, the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates Holdings, the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of Holdings, the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings,

(b) with which none of Holdings, the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, has any material contract, agreement, arrangement or understanding other than on terms which the Borrower believes in good faith to be no less favorable to Holdings, the Borrower or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Borrower, and

(c) to which none of Holdings, the Borrower or any other Subsidiary of the Borrower, other than another Securitization Subsidiary, has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

“Security Agreement” means, collectively, the Security Agreement executed by the Loan Parties, substantially in the form of Exhibit F, together with each Security Agreement Supplement executed and delivered pursuant to Section 6.11.

“Security Agreement Supplement” has the meaning specified in the Security Agreement.

“Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations by the holder of such Derivative Instrument generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations by the holder of such Derivative Instrument generally decrease, with negative changes to the Performance References.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X of the SEC, as such regulation is in effect on the Closing Date.

“Similar Business” means (i) any business, the majority of whose revenues are derived from business or activities conducted by the Borrower and its Restricted Subsidiaries on the Closing Date, (ii) any business that is a natural outgrowth or reasonable extension, development or expansion of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing, (iii) any business that in the Borrower’s good faith business judgment constitutes a reasonable

diversification of businesses conducted by the Borrower and its Restricted Subsidiaries and (iv) a Person conducting any business described in clauses (i) – (iii) and/or any Subsidiary thereof. For the avoidance of doubt, any Person that owns at least a majority of the Equity Interests of another Person that is engaged in a Similar Business shall be deemed to be engaged in a Similar Business.

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

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate day).

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the assets of such Person, on a consolidated basis with its Subsidiaries, exceeds its debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, (b) the present fair saleable value of the property of such Person, on a consolidated basis with its Subsidiaries, is greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such debts and other liabilities become absolute and matured, (c) such Person, on a consolidated basis with its Subsidiaries, is able to pay its debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such liabilities become absolute and matured and (d) such Person, on a consolidated basis with its Subsidiaries, is not engaged in, and is not about to engage in, business for which it has unreasonably small capital. For the purposes of this definition, it is assumed the Indebtedness and other Obligations incurred under and in connection with this Agreement will come due at their respective maturities. The amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

“SONIA” means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day; provided that if SONIA for the applicable Loans as so determined would be less than the 0.00% per annum, SONIA will be deemed to be 0.00% per annum.

“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.

“SPC” has the meaning specified in Section 11.07(g).

“Specified Equity Contribution” has the meaning specified in Section 8.02.

“Specified Event of Default” means an Event of Default pursuant to Section 9.01(a) or an Event of Default pursuant to Section 9.01(f) with respect to the Borrower.

“Specified Transaction” means any Investment or contribution to the Borrower that results in a Person becoming a Restricted Subsidiary or constituting an acquisition of assets constituting a business unit, line of business or division of another Person or in a joint venture or a facility, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition, or any Disposition that results in a Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Borrower, the Disposition of a business unit, line of business or division or a facility of the Borrower or a Restricted

Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, any incurrence or repayment of Indebtedness (including the incurrence of any Incremental Facilities hereunder but other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), any Restricted Payment that by the terms of this Agreement requires any financial ratio or test to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect” and any implementation of any initiative not in the ordinary course of business.

“Specified Transaction Adjustments” has the meaning specified in Section 1.08(c).

“Sponsor” means any funds, limited partnerships or co-investment vehicles managed or advised by Partners Group (USA) Inc., any of its Affiliates or direct or indirect Subsidiaries (or jointly managed by any such Person or over which any such Person exercises governance rights).

“Sponsor Management Agreement” means the Services Agreement, dated as of August 13, 2015, by and among the Sponsor or certain of the management companies associated with them or their advisors and KinderCare Education LLC, as the same may be amended, replaced, supplemented or otherwise modified from time to time in accordance with its terms, so long as any such amendment is not materially disadvantageous in the good faith judgment of the Borrower to the Lenders when taken as a whole, as compared to the Sponsor Management Agreement as in effect immediately prior to such amendment.

“Sponsor Model” means the most recent model delivered by or on behalf of the Sponsor to the Lead Arrangers on or prior to the Closing Date.

“Springing Maturity Date” means the date that is ninety-one (91) days prior to the Original Term Loan Maturity Date.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower that are customary in a Securitization Financing as determined by the Borrower in good faith, including any guarantees of performance and Securitization Repurchase Obligations.

“Stated Amount” means, with respect to any Letter of Credit at any time, the aggregate amount available to be drawn thereunder at such time (regardless of whether any conditions for drawing could then be met).

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other entity of which a majority of the Equity Interests having ordinary voting power for the election of the Board of Directors of such Person (other than Equity Interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or any partnership, joint venture, limited liability company or similar entity of which such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity. Unless otherwise indicated, a Subsidiary shall be a reference to a Subsidiary of the Borrower.

“Subsidiary Guarantor” means any Guarantor other than Holdings and Intermediate Holdings.

“Supplemental Administrative Agent” and “Supplemental Administrative Agents” have the meanings specified in Section 10.13(a).

“Supported QFC” has the meaning specified in Section 11.26.

“Swap Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements 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), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender).

“Swing Line Lender” means Barclays, in its capacity as the Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

“Swing Line Loan” means the swing line loan made by the Swing Line Lender to Borrower pursuant to Section 2.03.

“Swing Line Loan Request” means a Swing Line Loan Request substantially in the form of Exhibit A-3, or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Swing Line Note” means a promissory note in the form of Exhibit B-3, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $35,000,000 (or such higher amount as the Borrower and the Swing Line Lender may from time to time agree in writing) and (b) the aggregate amount of the Revolving Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Facility.

“Taxes” has the meaning specified in Section 3.01(a).

“Term Benchmark” means:

(a) for any Interest Period with respect to a Term Benchmark Loan denominated in Dollars, the rate per annum equal to Term SOFR; and

(b) for any Interest Period with respect to a Term Benchmark Loan denominated in Euros, the rate per annum equal to the EURIBO Rate.

“Term Benchmark Borrowing” means, as to any Borrowing, the Term Benchmark Loans comprising such Borrowing.

“Term Benchmark Loan” means a Loan denominated in Dollars or Euros that bears interest at a rate based on clause (a) or (b), as applicable, of the definition of “Term Benchmark.”

“Term Lender” means a Lender having a Term Loan Commitment and/or Term Loans.

“Term Loan” means the 20242025 Refinancing Term Loans made by the Lenders to the Borrower pursuant to Section 2.01, Incremental Term Loans, Extended Term Loans, Refinancing Term Loans or any other term loans incurred hereunder, as the context may require.

“Term Loan Commitment” means, as to each Lender, its obligation to make a Term Loan of any Class to the Borrower hereunder (including any 20242025 Refinancing Term Loan Commitment and the Incremental Term Loan Commitments and for the avoidance of doubt, the Amendment No. 1 Term Loan Commitments and the Amendment No. 2 Term Loan Commitments), expressed as an amount representing the maximum principal amount of the Term Loans of such Class to be made by such Lender under this Agreement, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Assumption, (ii) a Refinancing Amendment or (iii) an Extension and (c) increased from time to time pursuant to an Incremental Amendment.

“Term Loan Note” means a promissory note of the Borrower payable to any Lender or its registered assigns, in substantially the form of Exhibit B-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from the Term Loans made by such Lender.

“Term SOFR” means,

(a) for any calculation with respect to a Term Benchmark Loan in Dollars, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day;

provided that, if Term SOFR as so determined would be less than the Floor, Term SOFR will be deemed to be the Floor for the purposes of the 20242025 Refinancing Term Loans and the Revolving Loans, as applicable.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the Term SOFR Reference Rate (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent with the consent of the Borrower).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Termination Conditions” means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations as to which no claim has been asserted, (ii) Obligations under Secured Hedge Agreements and (iii) Cash Management Obligations), and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement with no pending drawings (unless backstopped or Cash Collateralized in an amount equal to 101% of the Stated Amount of any such Letter of Credit or otherwise in an amount and/or in a manner reasonably acceptable to the applicable Issuing Bank).

“Test Period” in effect at any time means (i) for purposes of the definition of “Applicable Commitment Fee”, “Applicable Rate”, “Applicable ECF Prepayment Percentage”, the “Consolidating Financial Statement Exception” and the Financial Covenant (other than for the purpose of determining compliance with the Financial Covenant on a Pro Forma Basis), the most recent period of four consecutive fiscal quarters of the Borrower ended on or prior to such time (taken as one accounting period) in respect of which the financial statements for each fiscal quarter or fiscal year included in such period have been or are required to be delivered on or prior to the Closing Date pursuant to Section 4.01 or after the Closing Date pursuant to Section 6.01(a) or (b), as applicable and (ii) for all other purposes of this Agreement, the most recent period of four consecutive fiscal quarters of the Borrower ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each such quarter or fiscal year in such period are internally available (determined in good faith by the Borrower).

“Testing Condition” means, on the last day of any fiscal quarter of the Borrower, if on such day the aggregate outstanding principal amount of Revolving Loans and Swing Line Loans (excluding (i) the Revolving Loan Borrowing incurred to finance any Transaction Expenses and (ii) for the avoidance of doubt, all Letters of Credit) exceeds 35% of the then outstanding Revolving Commitments in effect on such date.

“Threshold Amount” means 30% of the greater of (a) Closing Date EBITDA and (b) TTM Consolidated Adjusted EBITDA, calculated on a Pro Forma Basis as of the applicable date of determination.

“Total Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Net Debt outstanding as of such date to (b) Consolidated Adjusted EBITDA of the Borrower for the applicable Test Period.

“Total Utilization of Revolving Commitments” means, as of any date of determination, the sum of (i) the aggregate principal Dollar Amount of all outstanding Revolving Loans other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing the Issuing Banks for any amount drawn under any Letter of Credit, but not yet so applied, and (ii) the aggregate principal amount of all outstanding Swing Line Loans and (iii) the Letter of Credit Usage.

“Traded Securities” means any debt or equity securities issued pursuant to a public offering or Rule 144A offering in the United States or pursuant to analogous Laws of Canada, the United Kingdom or any member of the European Union.

“Transaction Expenses” means any fees or expenses incurred or paid by Holdings or any of its Subsidiaries in connection with the Transactions, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby, including any amortization thereof in any period.

“Transactions” means, collectively, (a) the Closing Date Refinancing, (b) [reserved], (c) the execution and delivery of the Loan Documents, (d) the consummation of any other transactions in connection with the foregoing and (e) the payment of the fees and expenses, including the Transaction Expenses, incurred in connection with any of the foregoing.

“Transformative Transaction” means (a) any transaction or event that would result in a Change of Control, (b) any transaction that would result in a Qualifying IPO, (c) any acquisition by the Borrower or any Restricted Subsidiary (i) that is either (x) not permitted by the terms of any Loan Document immediately prior to the consummation of such acquisition or (y) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrower acting in good faith or (ii) that results in an increase in the Consolidated Adjusted EBITDA of the Borrower, calculated on a Pro Forma Basis giving effect to such transaction, by more than $25,000,000, (d) any equity contribution to the Borrower, any Disposition or Investment by the Borrower or its Restricted Subsidiaries or any other transaction, the proceeds or purchase price, as applicable, in respect of which is no less than $75,000,000 or (e) any dividend recapitalization.

“TTM Consolidated Adjusted EBITDA” means, as of any date of determination, the Consolidated Adjusted EBITDA of the Borrower for the applicable Test Period then in effect.

“Type” means, with respect to a Loan, its character as a Base Rate Loan, a Term Benchmark Loan or an RFR Loan or, in the case of Loans denominated in an Alternative Currency, its character as a Loan bearing interest by reference to one or more benchmark rates to be agreed with the Lenders of the applicable Class upon such currency becoming an Alternative Currency.

“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. Lender” has the meaning specified in Section 3.01(e).

“U.S. Special Resolution Regimes” has the meaning specified in Section 11.26.

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

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

“Unfunded Advances/Participations” means (a) with respect to the Administrative Agent, the aggregate amount, if any (i) made available to the Borrower on the assumption that each Lender has made available to the Administrative Agent such Lender’s share of the applicable Borrowing available to the

Administrative Agent as contemplated by Sections 2.01(b)(iv) and 2.02(b)(ii) and (ii) with respect to which a corresponding amount shall not in fact have been returned to the Administrative Agent by the Borrower or made available to the Administrative Agent by any such Lender, (b) with respect to the Swing Line Lender, the aggregate amount, if any, of outstanding Swing Line Loans in respect of which 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 Lender pursuant to Section 2.03(c) and (c) with respect to the Issuing Banks, the aggregate amount, if any, of amounts drawn under Letters of Credit in respect of which a Revolving Lender shall have failed to make amounts available to the applicable Issuing Banks pursuant to Section 2.04(c).

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

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

“Unrestricted Escrow Subsidiary” has the meaning specified in Section 1.10.

“Unrestricted Subsidiary” means (a) as of the Closing Date, each Subsidiary of the Borrower listed on Schedule 1.01, (b) any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date and (c) any Subsidiary of an Unrestricted Subsidiary.

“USA PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Public Law No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years 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 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;

provided that for purposes of determining the Weighted Average Life to Maturity of (i) any Refinancing Loans, (ii) any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended, or (iii) any Term Loans for purposes of incurring any other Indebtedness (in any such case, the “Applicable Indebtedness”), the effects of any amortization payments or other prepayments made on such Applicable Indebtedness (including the effect of any prepayment on remaining scheduled amortization) prior to the date of the applicable modification, refinancing, refunding, renewal, replacement, extension or incurrence shall be disregarded.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (a) director’s qualifying shares and (b) nominal shares issued to foreign nationals or other third parties to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

“Withdrawal Liability” means the liability of a Loan Party or any of their respective ERISA Affiliates to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such term is defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means the Borrower or any other Loan Party and the Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii) References in this Agreement to an Exhibit, Schedule, Article, Section, clause or sub-clause refer (A) to the appropriate Exhibit or Schedule to, or Article, Section, clause or sub-clause in this Agreement or (B) to the extent such references are not present in this Agreement, to the Loan Document in which such reference appears.

(iii) The term “including” is by way of example and not limitation.

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

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

(d) (A) A Default or Event of Default and (B) any Default or Event of Default resulting from the violation of a no Default or no Event of Default condition or any misrepresentation as to no Default or Event of Default as of any time solely as a result of the existence of such event, failure or transaction shall, in each case, cease to be “continuing” or “existing” and be deemed cured if the initial event, failure or transaction giving rise to such Default or Event of Default has either been publicly announced or notified to the Administrative Agent and the Lenders in writing in any periodic or special report, including the Compliance Certificates, and two years shall have passed from the date of such announcement or notification without any acceleration or other enforcement action (including delivery of a notice of default)

being taken by the Administrative Agent or the requisite Lenders hereunder with respect to such event, failure or transaction.

(e) With respect to any Default or Event of Default, the words “exists,” “is continuing” or similar expressions with respect thereto shall mean that the Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default occurs due to (a) the failure by any Loan Party or other Restricted Subsidiary to take any action by a specified time, such Default or Event of Default shall be deemed to have been cured at the time, if any, that the applicable Loan Party or other Restricted Subsidiary takes such action or (b) the taking of any action by any Loan Party or other Restricted Subsidiary that is not then permitted by the terms of this Agreement or any other Loan Document, such Default or Event of Default shall be deemed to be cured on the earlier to occur of (i) the date on which such action would be permitted at such time to be taken under this Agreement and the other Loan Documents and (ii) the date on which such action is unwound or otherwise modified to the extent necessary for such revised action to be permitted at such time by this Agreement and the other Loan Documents. If any Default or Event of Default occurs that is subsequently cured (a “Cured Default”), any other Default or Event of Default resulting from the making or deemed making of any representation or warranty by any Loan Party or the taking of any action by any Loan Party or any Subsidiary of any Loan Party, in each case which subsequent Default or Event of Default would not have arisen had the Cured Default not occurred, shall be deemed to be cured automatically upon, and simultaneous with, the cure of the Cured Default. Notwithstanding anything to the contrary in this Section 1.02(e), an Event of Default (the “Initial Default”) may not be cured pursuant to this Section 1.02(e):

(i) if the taking of any action by any Loan Party or Subsidiary of a Loan Party that is not permitted during, and as a result of, the continuance of such Initial Default directly results in the cure of such Initial Default and the applicable Loan Party or Subsidiary had actual knowledge at the time of taking any such action that the Initial Default had occurred and was continuing,

(ii) in the case of an Event of Default under Section 9.01(h) or (i) that directly results in material impairment of the rights and remedies of the Lenders, Collateral Agent and Administrative Agent under the Loan Documents and that is incapable of being cured,

(iii) in the case of an Event of Default under Section 8.01(c) arising due to the failure to perform or observe Section 6.07 that directly results in a material adverse effect on the ability of the Borrowers and the other Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which the Borrowers or any of the other Loan Parties is a party, or

(iv) in the case of an Initial Default for which (i) the Borrower failed to promptly give notice to the Administrative Agent and the Lenders of such Initial Default in accordance with Section 6.03(a) and (ii) the Borrower had actual knowledge of such failure to promptly give such notice.

(f) The word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings).

(g) The “maturity”, “maturity date”, “scheduled maturity” or “final maturity” (or words of similar import) of any Indebtedness or the date on which any Indebtedness “matures” shall mean the date specified in the definitive documentation in respect thereof as the fixed date on which the final payment of principal is due and payable and shall not mean the date on which the Indebtedness becomes due and payable as a result of the breach of any covenant or the occurrence of any cross-default. The maturity of any revolving facility shall be the termination date of the revolving commitments. The maturity of any

delayed draw term facility shall be the maturity date of the term loan made thereunder but not the termination date of the term loan commitment.

(h) With respect to multiple transactions consummated substantially concurrently with each other, the Borrower shall be permitted to designate the order such transactions are consummated; provided that, subject, for the avoidance of doubt, to Section 1.08(e), Pro Forma Effect shall be given to all such transactions in determining the availability of any basket or the calculation of any financial ratio.

(i) 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.

(j) The Administrative Agent does not warrant nor accept any responsibility nor shall the Administrative Agent have any liability with respect to (i) any Benchmark Replacement Conforming Changes, (ii) the administration, submission or any matter relating to the rates in the definition of Benchmark or with respect to any rate that is an alternative, comparable or successor rate thereto or (iii) the effect of any of the foregoing.

Section 1.03 Accounting Terms; etc.. 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, except as otherwise specifically prescribed herein. Unless the context indicates otherwise, any reference to a “fiscal year” shall refer to a fiscal year of the Borrower, and any reference to a “fiscal quarter” shall refer to a fiscal quarter of the Borrower. All determinations of “fair market value” (or similar term) or “arm’s-length” (or similar term) under a Loan Document shall be made by the Borrower in good faith and if such determination is consistent with a valuation or opinion of an Independent Financial Advisor, such determination shall be conclusive for all purposes under the Loan Documents. To the extent permitted by the Consolidating Financial Statements Exception and unless otherwise elected by the Borrower in its discretion, the consolidated results of the Reporting Entity shall be deemed to be the consolidated results of the Borrower. Notwithstanding anything else to the contrary herein, the Borrower may, at its option, change the determination of its fiscal year, including to a “5-4-4” fiscal year, and with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), amend this Agreement to effect any administrative and technical changes in connection therewith, and such amendment shall become effective without any further action by any Lender, and no Lender consent shall be required for the Administrative Agent to enter into such amendment.

Section 1.04 Rounding. Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one decimal place more than the number of decimal places by which such ratio is expressed herein (the “applicable decimal place”) and rounding the result up or down to the applicable decimal place.

Section 1.05 References to Agreements, Laws, Etc.

Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory

provisions consolidating, amending, replacing, supplementing or interpreting such Law as in effect from time to time.

Section 1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).

Section 1.07 Available Amount Transactions. If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Available Amount immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently, but in no event may any two or more such actions be treated as occurring simultaneously, i.e., each transaction must be permitted under the Available Amount as so calculated.

Section 1.08 Pro Forma Calculations; Limited Condition Transactions; Basket and Ratio Compliance.

(a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio and the TTM Consolidated Adjusted EBITDA (and in each case, the component definitions thereof) shall be calculated in the manner prescribed by this Section 1.08; provided, that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.08, when calculating the First Lien Net Leverage Ratio for purposes of (1) the definition of “Applicable Commitment Fee”, (2) the definition of “Applicable Rate”, (3) [reserved], (4) the definition of “Applicable ECF Prepayment Percentage” and (5) the actual compliance with the Financial Covenant (but not any pro forma compliance thereof), the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect; provided, further that for purposes of determining the Applicable ECF Prepayment Percentage, (i) at the election of the Borrower but without duplication to the extent such reduction in Pari Passu Lien Debt has already been taken into account in calculating the Applicable ECF Prepayment Percentage for the immediate preceding fiscal year, effect shall be given to all voluntary prepayments of Term Loans, Incremental Equivalent Debt and other Pari Passu Lien Debt made on or prior to the date of the applicable mandatory prepayment and (ii) effect shall be given to the applicable mandatory prepayment, as contemplated in and in accordance with the definition of “Applicable ECF Prepayment Percentage”.

(b) For purposes of calculating any financial ratio or test, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio and the TTM Consolidated Adjusted EBITDA (and in each case, the component definitions thereof), Specified Transactions that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio, test or amount is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated Adjusted EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period and, with respect to any Permitted Investment, such Pro Forma Effect shall be given upon the execution of definitive documentation in respect thereof as if such transaction were immediately closed upon execution of such definitive documentation (unless and until terminated). If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then the financial ratio or test, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio and the TTM Consolidated Adjusted EBITDA shall be calculated to give Pro Forma Effect thereto in accordance with this Section 1.08. With respect to any pro forma calculations to be made in connection with any acquisition or

Investment in respect of which financial statements for the relevant target are not available for the same Test Period for which financial statements of the Borrower are available, the Borrower shall determine such pro forma calculations on the basis of the available financial statements (with appropriate adjustments if for differing periods) or such other basis as determined by the Borrower in a commercially reasonable manner.

(c) Whenever Pro Forma Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and may include, for the avoidance of doubt, the amount of cost savings, operating expense reductions and, synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such Test Period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions (such cost savings and synergies, “Specified Transaction Adjustments”); provided that (i) such Specified Transaction Adjustments are reasonably identifiable, reasonably anticipated to be realized and factually supportable in the good faith judgment of the Borrower, (ii) such actions are taken, committed to be taken or expected to be taken no later than 18 months after the date of such Specified Transactions, (iii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in calculating Consolidated Adjusted EBITDA, whether through a pro forma adjustment or otherwise, with respect to any Test Period and (iv) the aggregate amount of “run rate” cost savings, operating expense reductions and other cost synergies that may be added back pursuant to clause (a)(xix) of the definition of Consolidated Adjusted EBITDA in such Test Period, together with the Specified Transaction Adjustments with respect to such Test Period, shall not in the aggregate exceed an amount equal to 30% of Consolidated Adjusted EBITDA for such Test Period (calculated after giving effect to such addbacks and Specified Transaction Adjustments); provided, further, that, at the sole and absolute discretion of the Borrower, the Borrower may elect not to make all pro forma adjustments with respect to a Specified Transaction (other than a Restricted Payment) the amount or value of which, as applicable, is less than $25,000,000.

(d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio and the Interest Coverage Ratio, as the case may be, (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio and the Interest Coverage Ratio shall be calculated giving Pro Forma Effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period with respect to leverage ratios or the first day of such Test Period with respect to coverage ratios. If any Indebtedness bears a floating rate of interest and is being given Pro Forma Effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Interest Coverage Ratio or other coverage ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Capitalized Lease Obligations shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, or other rate shall

be determined to have been based upon the rate actually chosen, or if not actually chosen, then based upon such optional rate as the Borrower or its Restricted Subsidiaries may designate.

(e) Notwithstanding anything in this Agreement or any Loan Document to the contrary (i) unless the Borrower elects otherwise, if the Borrower or its Restricted Subsidiaries in connection with any transaction or series of such related transactions (A) incurs Indebtedness, creates Liens, makes Dispositions, makes Investments, designates any Subsidiary as restricted or unrestricted or repays any Indebtedness or takes any other action under or as permitted by a ratio-based basket and (B) incurs Indebtedness, creates Liens, makes Dispositions, makes Investments, designates any Subsidiary as restricted or unrestricted or repays any Indebtedness or takes any other action under one or more non-ratio-based basket (which shall occur within 5 Business Days of the events in clause (A) above), then the applicable ratio will be calculated with respect to any such action under the applicable ratio-based basket under any negative covenant without regard to any such action under such non-ratio-based basket under such negative covenant made in connection with such transaction or series of related transactions and (ii) if the Borrower or any Restricted Subsidiary incurs Indebtedness under a ratio-based basket, (A) such ratio-based basket (together with any other ratio-based basket utilized in connection therewith, including in respect of other Indebtedness, Liens, Dispositions, Investments, Restricted Payments or payments in respect of Junior Financing) will be calculated excluding the cash proceeds of such Indebtedness for netting purposes (i.e., such cash proceeds shall not reduce the Borrower’s Consolidated Net Debt pursuant to clause (b) of the definition of such term) and (B) the amount of any Revolving Loans or borrowings under any other revolving facility incurred currently therewith shall be excluded for purposes of determining any leverage ratio or coverage ratio, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio or the Interest Coverage Ratio, as the case may be. For example, if the Borrower incurs Indebtedness under the General Debt Basket on the same date on which it incurs unsecured Incremental Equivalent Debt under the Ratio Incremental Amount, then the Total Net Leverage Ratio and any other applicable ratio will be calculated with respect to such incurrence under the Ratio Incremental Amount without regard to any incurrence of Indebtedness under the General Debt Basket. Without limiting the clause (f) below, (i) if the Borrower or its Restricted Subsidiaries enter into any revolving facility commitments (including any Incremental Revolving Facility or revolving commitments in the form of Incremental Equivalent Debt), such revolving facility shall be deemed to be fully drawn as of the date such commitments are first received and thereafter the borrowings under such revolving facility shall not constitute incurrence of Indebtedness for purpose of Section 7.03 or for purpose of calculating the Incremental Amount and (ii) if the Borrower or its Restricted Subsidiaries enter into any delayed draw term loan or other committed term debt facility, the Borrower may elect to determine compliance by such debt facility (including the incurrence of Indebtedness and Liens from time to time in connection therewith) with this Agreement and each other Loan Document either (x) on the date such commitments with respect thereto first become effective assuming the full amount of such facility is incurred (and any applicable Liens are granted) on such date and thereafter the funding of such term debt facility shall not constitute incurrence or utilization of any basket capacity at such time for purposes of this Agreement or (y) on the date all or part of such term debt facility is funded, and in such case, the date on which the full amount of the commitments in respect of such facility are provided shall not constitute an incurrence or utilization of any basket capacity at such time for purposes of this Agreement (this clause (e), the “Stacking Provision”).

(f) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (i) calculating any applicable ratio or basket (including any basket based on the TTM Consolidated Adjusted EBITDA) in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Disposition, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted, the repayment of Indebtedness or for any other purpose, (ii) determining the accuracy of any representation or warranty, (iii) determining whether any Default or Event of Default has occurred, is continuing or would result from any action, or (iv) determining compliance with any other condition to any action or transaction, in each case of clauses (i) through (iv) in connection with

a Limited Condition Transaction, the date of determination of such ratio or basket, the accuracy of such representation or warranty (but taking into account any earlier date specified therein), whether any Default or Event of Default (or any Specified Event of Default) has occurred, is continuing or would result therefrom, or the satisfaction of any other condition shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be deemed to be (i) the date the definitive agreements, or if customary for such transactions, letters of intent, for such Limited Condition Transaction are entered into or, at the option of the Borrower, amended, or (ii) the date an irrevocable notice for prepayment or redemption is delivered, as applicable (provided that, notwithstanding the LCT Election made under the foregoing clauses (i) and (ii), the Borrower may elect (in its sole discretion) to re-determine one or more of clauses (i), (ii), (iii) and (iv) above at the time of (w) any amendment to any definitive agreements or letters of intent referred to in clause (i), (x) any delivery of financial statements prior to the consummation of such Limited Condition Transaction or other transaction in connection therewith or action or transaction related thereto, (y) the consummation of any other transaction for which pro forma calculations are required under the Loan Documents prior to the consummation of such Limited Condition Transaction or other transaction in connection therewith or action or transaction related thereto, or (z) the consummation of such Limited Condition Transaction or other transaction in connection therewith or action or transaction related thereto) (the “LCT Test Date”). If on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios, amounts, representations and warranties, absence of defaults, satisfaction of conditions and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the applicable Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios, amounts or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (i) if any of such ratios, amounts, representations and warranties, absence of defaults, satisfaction of conditions or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Adjusted EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios, representations and warranties, absence of defaults, satisfaction of conditions precedent and other provisions will not be deemed to have been exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder (provided that, if any ratios improve or baskets increase as a result of such fluctuations, such improved ratios or increased baskets may be utilized) and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions; provided, that the Borrower may elect, in its sole discretion, to re-determine availability under any baskets, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such basket. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction or otherwise on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated, the date that the definitive agreement, or if customary for such transactions, letters of intent, for such Limited Condition Transaction is terminated or expires or the date on which the irrevocable notice has expired, without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. For purposes of any calculation pursuant to this clause (f) of the Interest Coverage Ratio or other coverage ratios, Consolidated Interest Expense may be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such

Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith.

(g) [Reserved].

(h) If any incurrence of Indebtedness, creation of Liens, making of Dispositions, making of Investments, designation of any Subsidiary as restricted or unrestricted or repayment of any Indebtedness or taking of any other action under any provision in this Agreement or any other Loan Document (or any portion of the foregoing) previously divided and classified (or re-divided and re-classified) under any non-ratio based basket, could subsequently be re-divided and re-classified under any ratio-based basket, such re-division and reclassification shall be deemed to occur automatically, in each case, unless otherwise elected by the Borrower. In addition, with respect to multiple transactions, the Borrower shall be permitted to sequence (and subsequently re-sequence) the order such transactions are deemed to be consummated for purposes of incurring each such transaction under an applicable basket on a pro forma basis; provided that, subject to the Stacking Provision, Pro Forma Effect shall be given to all such transactions in determining the availability of any non-ratio-based basket or ratio-based basket.

Section 1.09 Currency Equivalents Generally.

(a) In determining whether any Indebtedness, Investment, Lien, Disposition, Restricted Payment or any other amount under a “fixed amount” basket denominated in Dollars may be incurred in a currency other than Dollars or whether any threshold amount or eligibility requirement denominated in Dollars applies, such amount shall be determined by the Borrower in good faith based on the currency exchange rate determined at the time of such incurrence or becoming into existence (or, in the case of any revolving Indebtedness or any amount committed to be made, at the time it is first committed), or reasonably in advance of the incurrence thereof; provided that if any Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. No Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness, Investment, Lien, Disposition, Restricted Payment or such other amount is incurred, made or determined.

(b) For purposes of determining the Consolidated Adjusted EBITDA, the Consolidated Total Assets, the Consolidated Interest Expense, the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio and any other financial ratios, all amounts denominated in a currency other than Dollars will be converted to Dollars for any purpose (including testing the Financial Covenant or any other financial covenant) at the effective rate of exchange in respect thereof reflected in the consolidated financial statements of the Borrower for the applicable Test Period for which such measurement is being made (or, at the option of the Borrower, the average exchange rate with respect to the applicable currency over the applicable Test Period), and will reflect the currency translation effects, determined in accordance with GAAP, of Hedge Agreements permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness.

Section 1.10 Unrestricted Escrow Subsidiary.

Any Indebtedness permitted to be incurred hereunder (including any Incremental Facilities) may be incurred, at the option of the Borrower, by a newly created and newly designated Unrestricted Subsidiary (an “Unrestricted Escrow Subsidiary”) with no assets other than the cash proceeds of such incurred

Indebtedness plus, subject to compliance with Section 7.02, any cash and Cash Equivalents contributed to such Unrestricted Escrow Subsidiary as deposit of interest expenses and fees, additional cash collateral or for other purposes, which Unrestricted Escrow Subsidiary will then merge with and into the Borrower or any of the Restricted Subsidiaries with the Borrower or such Restricted Subsidiary surviving the merger and assuming all obligations of the Unrestricted Escrow Subsidiary. So long as such Indebtedness would have been permitted to be incurred directly by the Borrower or any Restricted Subsidiary upon the incurrence of such Indebtedness by the Unrestricted Escrow Subsidiary, or, with respect to any Indebtedness incurred in connection with a Limited Condition Transaction, at the option of the Borrower, at the time the LCT Election is made, the creation, designation and re-designation of the Unrestricted Escrow Subsidiary and the merger of the Unrestricted Escrow Subsidiary into the Borrower or any Restricted Subsidiary shall not be subject to any additional condition, including any condition that no Default or Event of Default shall have occurred and be continuing at such time.

Section 1.11 Cashless Transactions.

Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, to the extent that (x) any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with Incremental Facilities, Refinancing Loans, Extended Loans or loans incurred under a new credit facility or (y) any of Indebtedness of the Borrower or a Restricted Subsidiary is refinanced, renewed or replaced with Incremental Facilities or loans incurred under a new credit facility, in each case above, to the extent such extension, replacement, renewal or refinancing is effected by means of a “cashless roll” by such Lender of any Loans or such creditor of other Indebtedness, such extension, replacement, renewal or refinancing shall be deemed to comply with (x) any requirement hereunder or any other Loan Document that any payment be made “in Dollars,” “in immediately available funds,” “in cash” or any other similar requirement or (y) any cash funding requirement under Section 2.01, Section 2.02 or Section 2.14, as applicable.

Section 1.12 Payment and Performance.

If any payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required hereunder on a day other than a Business Day, the date of such payment (other than as described in the definition of “Interest Period”) or performance shall extend to the immediately succeeding Business Day (it being understood and agreed that, solely for purposes of calculating financial covenants and computations contained herein and determining compliance therewith, if payment is made, in full, on any such extended due date, such payment shall be deemed to have been paid on the original due date without giving effect to any extension thereto).

Section 1.13 Benchmark Replacement Setting.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders (or, to the extent affecting only certain Facilities, Lenders comprising Required Facility Lenders of the affected Facility or Facilities (in the case of multiple Facilities affected, voting as one Class)). No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 1.13(a) will occur prior to the applicable Benchmark Transition Start Date.

(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent and the Borrower may amend this Agreement to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 1.13(d) and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or the Borrower or, if applicable, any Lender (or group of Lenders) pursuant to this Section 1.13 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.13.

(d) Unavailability or Addition of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent, with the consent of the Borrower, may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent, with the consent of the Borrower, may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor and (iii) if a new tenor for such Benchmark is displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion, then the Administrative Agent, with the consent of the Borrower, may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to add such new tenor.

(e) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued, or any request for a RFR Borrowing of, or conversion to, RFR Loans to be made or converted, in each case, during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not

an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

Article II
The Commitments and Borrowings

Section 2.01 Term Loans.

(a) Term Loan Commitments.

(i) Subject only to the conditions set forth in Section 4.01, each Lender with an Initial Term Loan Commitment severally agrees to make to the Borrower on the Closing Date an Initial Term Loan denominated in Dollars in a principal amount equal to such Lender’s Initial Term Loan Commitment. Initial Term Loans may be Base Rate Loans or Term Benchmark Loans, as further provided herein. Initial Term Loans repaid or prepaid may not be re-borrowed.

(ii) Subject only to the conditions set forth in Amendment No. 1, each Amendment No. 1 Lender with an Amendment No. 1 Term Loan Commitment (as defined in Amendment No. 1) severally agrees to make to the Borrower on the Amendment No. 1 Effective Date an Initial Term Loan denominated in Dollars in a principal amount equal to such Lender’s Amendment No. 1 Term Loan Commitment. Initial Term Loans may be Base Rate Loans or Term Benchmark Loans, as further provided herein. Initial Term Loans repaid or prepaid may not be re-borrowed.

(iii) Subject only to the conditions set forth in Amendment No. 2, each Amendment No. 2 Lender with an Amendment No. 2 Term Loan Commitment (as defined in Amendment No. 2) severally agrees to make to the Borrower on the Amendment No. 2 Effective Date an Initial Term Loan denominated in Dollars in a principal amount equal to such Lender’s Amendment No. 2 Term Loan Commitment. Initial Term Loans may be Base Rate Loans or Term Benchmark Loans, as further provided herein. Initial Term Loans repaid or prepaid may not be re-borrowed.

(iv) Subject only to the conditions set forth in Amendment No. 4, each Amendment No. 4 Lender with a 2024 Refinancing Term Loan Commitment severally agrees to make to the Borrower on the Amendment No. 4 Effective Date a 2024 Refinancing Term Loan denominated in Dollars in a principal amount equal to such Lender’s 2024 Refinancing Term Loan Commitment. 2024 Refinancing Term Loans may be Base Rate Loans or Term Benchmark Loans, as further provided herein. 2024 Refinancing Term Loans repaid or prepaid may not be re-borrowed.

(v) Subject only to the conditions set forth in Amendment No. 6, each Amendment No. 6 Lender with a 2025 Refinancing Term Loan Commitment severally agrees to make to the Borrower on the Amendment No. 6 Effective Date a 2025 Refinancing Term Loan denominated in Dollars in a principal amount equal to such Lender’s 2025 Refinancing Term Loan Commitment. 2025 Refinancing Term Loans may be Base Rate Loans or Term Benchmark Loans, as further provided herein. 2025 Refinancing Term Loans repaid or prepaid may not be re-borrowed.

(b) Borrowing Mechanics for Term Loans.

(i) Each Borrowing of Term Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent not later than (A) 1:00 p.m. (New York City time) 3 Business Days prior to the requested date of any Borrowing of Term Benchmark Loans (or such later time as the Administrative Agent may agree in its sole discretion) and (B) 1:00 p.m. (New York City time) 1 Business Day prior to the requested date of any Borrowing of Base Rate Loans (or such later time as the Administrative Agent may agree in its sole discretion); provided, that such notices may be conditioned on the occurrence of the Closing Date or, with respect to Incremental Term Loans, may be conditioned on the occurrence of any transaction anticipated to occur in connection with such Incremental Term Loans; provided further, that such notice in respect of the Borrowing of Initial Term Loans on the Closing Date may be delivered prior to 12:00 noon (New York City time) 1 Business Day prior to the Closing Date.

(ii) Each notice by the Borrower pursuant to this Section 2.01(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of Term Loans shall be in a principal amount of not less than $2,500,000. Each Committed Loan Notice shall specify (A) that the Borrower is requesting a Term Loan Borrowing, (B) the requested date of the Borrowing (which shall be a Business Day), (C) the Type of Term Loans to be borrowed, (D) the principal amount of Term Loans to be borrowed and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Committed Loan Notice, then the applicable Term Loans shall be made as Term Benchmark Loans. If the Borrower requests a Borrowing of Term Benchmark Loans in any such Committed Loan Notice, but fails to specify an Interest Period, for such Term Benchmark Loans, the Borrower will be deemed to have specified an Interest Period of 1 month.

(iii) Borrowings of more than one Type may be outstanding at the same time; provided that the total number of Interest Periods for Term Benchmark Loans outstanding under this Agreement at any time shall comply with Section 2.10(g).

(iv) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable tranche of Term Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Term Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 2:00 p.m. (New York City time), on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions to such Borrowing, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (A) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (B) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower.

(v) The failure of any Lender to make the Term Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan to be made by such other Lender on the date of any Borrowing.

Section 2.02 Revolving Loans.

(a) Revolving Loan Commitment. During the Revolving Commitment Period applicable to each Revolving Lender’s Revolving Commitments, subject to the terms and conditions hereof, each Lender with a Revolving Commitment severally agrees to make Revolving Loans to the Borrower from time to time on any Business Day in Dollars or in one or more Alternative Currencies in an aggregate principal amount up to but not exceeding such Lender’s Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans, in no event shall the Total Utilization of Revolving Commitments exceed the total Revolving Commitments then in effect; provided further, for the avoidance of doubt, each Revolving Loan shall be funded by the Lenders on a pro rata basis among all Classes of Revolving Commitments then in effect based on the percentage of the aggregate Revolving Commitments of each such Lender until the Original Revolving Maturity Date; thereafter, each Revolving Loan shall be funded by the Revolving Extended Tranche Lenders on a pro rata basis based on the percentage of the aggregate Revolving Extended Tranche Commitments of each such Lender. Amounts borrowed pursuant to this Section 2.02(a) may be repaid pursuant to Section 2.07(a) and reborrowed pursuant to this Section 2.02(a) during the Revolving Commitment Period. Each Lender’s Revolving Commitment shall expire on the applicable Revolving Commitment Termination Date, and all Revolving Loans and all other amounts owed hereunder with respect to the applicable Revolving Loans and the applicable Revolving Commitments shall be paid in full no later than such date.

(b) Borrowing Mechanics for Revolving Loans.

(i) Each Borrowing of Revolving Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing (each request for a Swing Line Loan Borrowing shall be made in accordance with Section 2.03). Each such notice must be received by the Administrative Agent not later than (A) 1:00 p.m. (New York City time) 3 Business Days prior to the requested date of any Borrowing of Term Benchmark Loans, RFR Loans or Loans in an Alternative Currency (or such later time as the Administrative Agent may agree in its sole discretion), and (B) 1:00 p.m. (New York City time) on the requested date of any Borrowing of Base Rate Loans (or such later time as the Administrative Agent may agree in its sole discretion). Each notice by the Borrower pursuant to this Section 2.02(b) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of (A) Term Benchmark Loans denominated in Dollars shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, (B) Term Benchmark Loans denominated in Euros shall be in a principal amount of €500,000 or a whole multiple of €100,000 in excess thereof and (C) RFR Loans denominated in British Pounds shall be in a principal amount of £500,000 or a whole multiple of £100,000 in excess thereof. Each Borrowing of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing of Loans in an Alternative Currency (other than British Pounds or Euros) shall be in minimum amounts to be agreed with the Lenders of the applicable Class in the case of Loans denominated in an Alternative Currency upon such currency becoming an Alternative Currency. Each Committed Loan Notice shall specify (1) that the Borrower is requesting a Revolving Loan Borrowing, (2) the requested date of the Borrowing (which shall be a Business Day), (3) the principal amount of Revolving Loans to be borrowed, (4) the Type of Revolving Loans to be borrowed and (5) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Revolving Loan in a Committed Loan Notice, then (x) in the case of Revolving Loans denominated in Dollars, the applicable Revolving Loans shall be made as Base Rate Loans, (y) in the case of Revolving Loans denominated in Euros, the applicable Revolving Loans shall be made as Term Benchmark Loans with an Interest Period of 1 month, (w) in the case of Revolving Loans denominated in British Pounds, the applicable Revolving

Loans shall be made as RFR Loans and (z) in the case of Loans denominated in an Alternative Currency (other than British Pounds or Euros), the applicable Loans shall be made as Loans of the Type and with the Interest Period, if applicable, to be agreed with the Lenders of the applicable Class in the case of Loans denominated in an Alternative Currency upon such currency becoming an Alternative Currency. If the Borrower requests a Borrowing of Term Benchmark Loans in any such Committed Loan Notice, but fails to specify an Interest Period for such Term Benchmark Loans, the Borrower will be deemed to have specified an Interest Period of 1 month. If no Interest Payment Date is specified with respect to any RFR Borrowing, the Borrower shall be deemed to have selected an Interest Payment Date of 1 month’s duration.

(ii) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Revolving Loans. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Revolving Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 11:00 a.m. (New York City time), on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (or if such Borrowing is on the Closing Date, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (A) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (B) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Reimbursement Obligations outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Reimbursement Obligations, second, to the Borrower as provided above.

(iii) The failure of any Lender to make the Revolving Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Loan to be made by such other Lender on the date of any Borrowing.

(c) Treatment of Revolving Loans. Notwithstanding anything to the contrary, the Revolving Extended Tranche Commitments and Revolving Extended Tranche Loans shall be treated in the same manner as the Revolving Non-Extended Tranche Commitments and Revolving Non-Extended Tranche Loans, respectively, for all purposes of this Agreement (except to the extent explicitly set forth herein).

Section 2.03 Swing Line Loan.

(a) Swing Line Loan. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance on the agreements of the Revolving Lenders set forth in this Section 2.03, agrees to make Swing Line Loans to the Borrower from time to time on any Business Day during the Revolving Commitment Period, in an aggregate principal amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided that, after giving effect to any Swing Line Loan, (i) the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments, (ii) the Total Utilization of Revolving Commitments of any Revolving Lender, shall not exceed such Lender’s Revolving Commitment and (iii) the aggregate principal amount outstanding of all Swing Line Loans shall not exceed the Swing Line Sublimit; provided, further, that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swing Line Loans.

Immediately upon the making of a Swing Line Loan by the Swing Line Lender, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a participation in such Swing Line Loan in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of such Swing Line Loan; provided that, for the avoidance of doubt, on the Revolving Commitment Termination Date with respect to the Revolving Non-Extended Tranche Commitments, any participation in a Swing Line Loan by a Revolving Non-Extended Tranche Lender will be automatically reallocated to the Revolving Extended Tranche Lenders based on each such Revolving Extended Tranche Lender’s Pro Rata Share of the amount of such Swing Line Loan.

(b) Borrowing Mechanics for Swing Line Loans. Each Swing Line Loan Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent. Each such notice shall be in the form of a written Swing Line Loan Request, appropriately completed and signed by a Responsible Officer of the Borrower, and must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New York City time) on the date of the requested Swing Line Loan Borrowing (or such later time as the Administrative Agent may agree in its sole discretion), and such notice shall specify (i) the amount to be borrowed, which shall be in a minimum of $100,000 or a whole multiple of $25,000 in excess thereof, and (ii) the date of such Swing Line Loan Borrowing (which shall be a Business Day). Promptly after receipt by the Swing Line Lender of such notice, the Swing Line Lender will confirm with the Administrative Agent that the Administrative Agent has also received such notice and, if not, the Swing Line Lender will notify the Administrative Agent of the contents thereof. Unless the Swing Line Lender has received notice from the Administrative Agent (including at the request of the Required Revolving Lenders) prior to 2:00 p.m. (New York City time) on such requested borrowing date (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first sentence of Section 2.03(a) or (B) that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied, then, subject to the terms and conditions set forth herein, the Swing Line Lender shall make each Swing Line Loan available to the Borrower, by wire transfer thereof in accordance with instructions provided to (and reasonably acceptable to) the Swing Line Lender, on the requested date of such Swing Line Loan (which instructions may include standing payment instructions, which may be updated from time to time by the Borrower, provided that, unless the Swing Line Lender shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Swing Line Lender).

(i) The Swing Line Lender at any time in its sole and absolute 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 Pro Rata Share of the amount of Swing Line Loans made by the Swing Line Lender then outstanding (the “Refunded Swing Line Loans”). Such request shall be made in writing (which written request shall be deemed to be a Swing Line Loan Request for purposes hereof) and in accordance (including with respect to prior notice requirements) with the requirements of Section 2.02(b), without regard to the minimum and multiples specified therein, but subject to the aggregate unused Revolving Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of such Swing Line Loan Request promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Swing Line Loan Request available to the Administrative Agent in immediately available funds (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 at the Administrative Agent’s Office not later than 1:00 p.m. (New York City time) on the day specified in such Swing Line Loan Request, whereupon, subject to Section 2.03(c)(ii),

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.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Loan Borrowing in accordance with Section 2.03(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 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 2.03(c)(i) shall be deemed payment in respect of such participation. The Administrative Agent shall notify the Borrower of any participations in any Swing Line Loan funded pursuant to this clause (ii), and thereafter payments in respect of such Swing Line Loan (to the extent of such funded participations) shall be made to the Administrative Agent for the benefit of the Revolving Lenders and not to the Swing Line Lender.

(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 2.03(c) by the time specified in Section 2.03(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 Federal Funds Rate from time to time in effect and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any reasonable 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 Loan 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 clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund participations in Swing Line Loans pursuant to this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided 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 4.02; provided, further, that for the avoidance of doubt, the conditions set forth in Section 4.02 shall not apply to the purchase or funding of participations pursuant to this Section 2.03(c). No such funding of 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 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 promptly remit such Revolving Lender’s Pro Rata Share of such payment to the Administrative Agent (appropriately adjusted, in the case of interest

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payments, to reflect the period of time during which such Revolving Lender’s participation was funded) in like funds as received by the Swing Line Lender, and any such amounts received by the Administrative Agent will be remitted by the Administrative Agent to the Revolving Lenders that shall have funded their participations pursuant to Section 2.03(c)(ii) to the extent of their interests therein.

(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 11.06 (including pursuant to any settlement entered into by the Swing Line Lender in its reasonable discretion), each Revolving Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned at a rate per annum equal to the Federal Funds Rate from time to time in effect. 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 payment in full of the Obligations 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 made by the Swing Line Lender. Until each Revolving Lender funds its Revolving Loan that is a Base Rate Loan or participation pursuant to this Section 2.03 to refinance such Lender’s Pro Rata Share of any Swing Line Loan made by the Swing Line Lender, interest in respect of such Lender’s share thereof shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. Except as otherwise expressly provided herein, the Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

(g) Resignation and Removal of the Swing Line Lender. The Swing Line Lender may resign as Swing Line Lender upon 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrower. The Swing Line Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the Swing Line Lender being replaced (provided that no consent will be required if the replaced Swing Line Lender has no Swing Line Loans outstanding) and the successor Swing Line Lender. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Swing Line Lender. At the time any such replacement or resignation shall become effective, (i) the Borrower shall prepay any outstanding Swing Line Loans made by the resigning or removed Swing Line Lender, (ii) upon such prepayment, the resigning or removed Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (iii) the Borrower shall issue, if so requested by the successor Swing Line Lender, a new Swing Line Note to the successor Swing Line Lender, in the principal amount of the Swing Line Sublimit then in effect and with other appropriate insertions. From and after the effective date of any such replacement or resignation, (x) any successor Swing Line Lender shall have all the rights and obligations of a Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous Swing Line Lenders, as the context shall require.

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Section 2.04 Issuance of Letters of Credit and Purchase of Participations Therein.

(a) Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) each Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.04, (1) from time to time on any Business Day during the Revolving Commitment Period applicable to the Revolving Commitments of such Issuing Bank (or its Affiliate that constitutes a Revolving Lender hereunder) on or prior to the Letter of Credit Facility Expiration Date, to issue Letters of Credit for the account of the Borrower or a Restricted Subsidiary (provided that any Letter of Credit issued for the benefit of any Restricted Subsidiary shall be issued for the account of the Borrower but such Letter of Credit shall indicate that it is being issued for the benefit of such Restricted Subsidiary) and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.04(b) and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in such Letters of Credit and any drawings thereunder; provided, that the Issuing Banks shall not be obligated to issue, increase or extend the expiration date of any Letter of Credit if, as of the date of such issuance, increase or extension, (1) the Total Utilization of Revolving Commitments would exceed the Revolving Commitments, (2) the Total Utilization of Revolving Commitments of any Revolving Lender, would exceed such Lender’s Revolving Commitment, (3) the Letter of Credit Usage would exceed the Letter of Credit Sublimit or (4) the Letter of Credit Usage with respect to Letters of Credit issued by such Issuing Bank would exceed the amount of such Issuing Bank’s Letter of Credit Percentage of the Letter of Credit Sublimit. 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.

(ii) An Issuing Bank shall not 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 Issuing Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which is not in effect on the Closing Date and which such Issuing Bank in good faith deems material to it (for which such Issuing Bank is not otherwise compensated hereunder);

(B) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial Stated Amount less than the Dollar Amount of $10,000;

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(D) such Letter of Credit is to be denominated in a currency other than Dollars, British Pounds, Euros or another Alternative Currency; provided that Jefferies Finance LLC shall only be required to issue Letters of Credit denominated in Dollars;

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

(F) any Revolving Lender is at such time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including reallocation of such Lender’s Pro Rata Share of the outstanding Letter of Credit Obligations pursuant to Section 2.20(a)(iii) or the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole and absolute discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iii)) with respect to such Lender arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other Letter of Credit Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole and absolute discretion.

(iii) No Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the 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 thereto.

(iv) Each standby Letter of Credit shall expire at or prior to the close of business on the earlier of (A) the date 12 months after the date of issuance of such Letter of Credit (or, in the case of any Auto-Extension Letter of Credit, 12 months after the then current expiration date of such Letter of Credit) and (B) the Letter of Credit Facility Expiration Date (unless arrangements for the delivery of Cash Collateral or other credit support reasonably satisfactory to the Issuing Banks have been entered into).

(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 the applicable Issuing Bank (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 must be received by the applicable Issuing Bank and the Administrative Agent not later than 2:00 p.m. (New York City time) (1) at least 3 Business Days for Letters of Credit issued in Dollars or (2) at least 5 Business Days for Letters of Credit issued in any other Alternative Currency (or, in each case, such shorter period as the applicable Issuing Bank and the Administrative Agent may agree in a particular instance in their reasonable discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for the issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank (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 currency in which the requested Letter of Credit will be denominated (which must be Dollars, British Pounds, Euros or another Alternative Currency); and (H) such other matters as the applicable Issuing Bank may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, the Letter

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of Credit Application shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); and (3) the nature of the proposed amendment. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Letter of Credit Documentation, as the applicable Issuing Bank or the Administrative Agent may reasonably require.

(ii) Upon receipt by the Administrative Agent of the copy of a Letter of Credit Application from the Borrower pursuant to Section 2.04(b)(i), the Administrative Agent shall confirm to the relevant Issuing Bank if the requested issuance or amendment is permitted in accordance with the terms hereof and then, subject to the terms and conditions set forth herein, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank a participation in such Letter of Credit in an amount equal to such Lender’s Pro Rata Share of the amount of such Letter of Credit; provided that, for the avoidance of doubt, on the Revolving Commitment Termination Date with respect to the Revolving Non-Extended Tranche Commitments, any participation in a Letter of Credit by a Revolving Non-Extended Tranche Lender will be automatically reallocated to the Revolving Extended Tranche Lenders based on each such Revolving Extended Tranche Lender’s Pro Rata Share of the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application for a standby Letter of Credit, the applicable Issuing Bank may, in its reasonable discretion, agree to issue a standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit shall permit such Issuing Bank to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonextension Notice Date”) in each such 12-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank 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) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Facility Expiration Date; provided, however, that no Issuing Bank shall (A) permit any such extension if (1) such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.04(a) or otherwise) or (2) it has received written notice on or before the day that is 10 Business Days before the Nonextension Notice Date from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (B) be obligated to permit such extension if it has received written notice on or before the day that is 10 Business Days before the Nonextension Notice Date from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied, and in each such case directing the applicable Issuing Bank not to permit such extension.

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

(i) Upon receipt from the beneficiary of any Letter of Credit of a compliant drawing under such Letter of Credit, the applicable Issuing Bank shall notify the Borrower and the Administrative Agent thereof, and such Issuing Bank shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. (x) If an Issuing Bank notifies the Borrower of any payment by such Issuing Bank under a Letter of Credit prior to 10:00 a.m. (New York City time) on the date of such payment, the Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such drawing not later than the next Business Day after receipt of such notice and (y) if such notice is not provided to the Borrower prior to 10:00 a.m. (New York City time) on such payment date, then the Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such drawing not later than the end of the second Business Day after receipt of such notice, and such extension of time shall be reflected in computing fees in respect of such Letter of Credit. If the Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall promptly notify the Administrative Agent of such failure and the Administrative Agent shall promptly thereafter notify each Revolving Lender of such payment date, the amount of the unreimbursed drawing (expressed in the Dollar Amount thereof in the case of an Alternative Currency) (the “Reimbursement Obligations”) and the amount of such Lender’s Pro Rata Share thereof based on the participations of such Lender in the Letter of Credit under which such drawing was made. In such event, (x) in the case of Reimbursement Obligations denominated in Dollars and Euros, the Borrower shall be deemed to have requested (1) in the case of Dollars, a Revolving Loan Borrowing of Base Rate Loans or (2) in the case of Euros, a Revolving Loan Borrowing of Term Benchmark Loans, denominated in Euros, with an Interest Period of 1 month, (y) in the case of Reimbursement Obligations denominated in British Pounds, the Borrower shall be deemed to have requested a Revolving Loan Borrowing of RFR Loans and (z) in the case of Reimbursement Obligations denominated in an Alternative Currency (other than British Pounds or Euros) (but expressed in its Dollar Amount), the Borrower shall be deemed to have requested a Revolving Loan Borrowing of Term Benchmark Loans denominated in Dollars with an Interest Period of 1 month, in each case, to be disbursed on such payment date in an amount equal to (A) the Dollar Amount of such Reimbursement Obligation plus (B) in the case of any Reimbursement Obligation denominated in any Alternative Currency (other than British Pounds or Euros) (but expressed in its Dollar Amount), an additional amount equal to the amount required to convert Dollars into the currency of the unreimbursed drawing, without regard to the minimum and multiples specified in Section 2.02(b) for the principal amount of the applicable Type of Loans, but subject to the aggregate unused Revolving Commitments and the conditions set forth in Section 4.02 (other than delivery of a Committed Loan Notice). Any notice given by an Issuing Bank or the Administrative Agent pursuant to this clause (i) shall be given in writing.

(ii) Each Revolving Lender (including each Revolving Lender acting as an Issuing Bank) shall upon any notice pursuant to Section 2.04(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable Issuing Bank, in Dollars, at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the relevant Reimbursement Obligation not later than 3:00 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 2.04(c)(iii), each Revolving Lender that so makes

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funds available shall be deemed to have made a Revolving Loan (A) in the case of Letters of Credit denominated in Dollars or Euros, that is (1) in the case of Dollars, a Revolving Loan Borrowing of Base Rate Loans or (2) in the case of Euros, a Revolving Loan Borrowing of Term Benchmark Loans, denominated in Euros, with an Interest Period of 1 month, (B) in the case of Letters of Credit denominated in British Pounds, that is an RFR Loan and (C) in the case of Letters of Credit denominated in an Alternative Currency (other than British Pounds or Euros), that is a Term Benchmark Loan in Dollars with an Interest Period of 1 month, in each case, to the Borrower in such amount plus, in the case of any Reimbursement Obligation denominated in any Alternative Currency (but expressed in its Dollar Amount), an additional amount equal to the amount required to convert Dollars into the currency of the unreimbursed drawing. The Administrative Agent shall remit the funds so received to the applicable Issuing Bank in accordance with the instructions provided to the Administrative Agent by such Issuing Bank (which instructions may include standing payment instructions, which may be updated from time to time by such Issuing Bank, provided that, unless the Administrative Agent shall otherwise agree, any such update shall not take effect until the Business Day immediately following the date on which such update is provided to the Administrative Agent).

(iii) With respect to any Reimbursement Obligation that is not fully refinanced by a Revolving Loan Borrowing of (A) for Letters of Credit denominated in Dollars or Euros, (1) in the case of Dollars, a Revolving Loan Borrowing of Base Rate Loans or (2) in the case of Euros, a Revolving Loan Borrowing of Term Benchmark Loans, denominated in Euros, with an Interest Period of 1 month, (B) RFR Loans for Letters of Credit denominated in British Pounds, or (C) Term Benchmark Loans for Letters of Credit denominated in an Alternative Currency (other than British Pounds or Euros), as the case may be, because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuing Bank a Letter of Credit Borrowing in the amount of the Reimbursement Obligation that is not so refinanced plus, in the case of any Reimbursement Obligation denominated in an Alternative Currency (but expressed in its Dollar Amount), an additional amount equal to the amount required to convert Dollars into the currency of the unreimbursed drawing. In such event, each Revolving Lender’s payment to the Administrative Agent for the account of such Issuing Bank pursuant to Section 2.04(c)(i) shall be deemed payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a Letter of Credit Advance from such Lender in satisfaction of its participation obligation under this Section.

(iv) Until each Revolving Lender funds its Revolving Loan or Letter of Credit Advance to reimburse the applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of such Issuing Bank.

(v) Each Revolving Lender’s obligations to make Revolving Loans or Letter of Credit Advances to reimburse an Issuing Bank for amounts drawn under Letters of Credit, as contemplated by 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 which such Lender may have against such Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans pursuant to this paragraph (c) is subject to the conditions set forth in Section 4.02. No such funding of a participation in any Letter of Credit shall relieve or otherwise impair the obligation of the Borrower to reimburse an

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Issuing Bank for the amount of any payment made by such Issuing Bank under such Letter of Credit, 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 Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this paragraph (c) by the time specified in Section 2.04(c)(ii), then, without limiting the other provisions of this Agreement, such Issuing Bank shall be entitled to recover from such 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 Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate from time to time in effect and a rate determined by such Issuing Bank in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. If such 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 Borrowing or Letter of Credit Advance in respect of the relevant Letter of Credit Borrowing, as the case may be. A certificate of the applicable Issuing Bank submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) If, at any time after the applicable Issuing Bank has made payment in respect of any drawing under any Letter of Credit issued by it and has received from any Revolving Lender its Letter of Credit Advance in respect of such payment in accordance with Section 2.04(c), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related Reimbursement Obligation or, in the case of any Reimbursement Obligation denominated in an Alternative Currency (but expressed in its Dollar Amount), an additional amount equal to the amount required to convert Dollars into the currency of the unreimbursed drawing, or, in each case, 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 Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Letter of Credit Advance was outstanding) in like funds as received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.04(c)(i) is required to be returned under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by such Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of such Issuing Bank its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Revolving Lenders under this clause (ii) shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the Issuing Banks for each drawing under each Letter of Credit and to repay each Letter of Credit Borrowing shall be absolute,

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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 or any term or provision thereof, any Loan Document, or any other agreement or instrument relating thereto;

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

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

(iv) any payment by an Issuing Bank under such Letter of Credit against presentation of documents that do not comply with the terms of such Letter of Credit; or any payment made by an Issuing Bank 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 arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the Obligations of the Borrower in respect of such Letter of Credit; or

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

provided, that the foregoing shall not excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted under applicable Law) suffered by the Borrower that are caused by such Issuing Bank’s gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(f) Role of Issuing Banks. Each Revolving Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Banks shall not 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 document or the authority of the Person executing or delivering any document. None of any Issuing Bank, any of its Agent-Related Persons nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the requisite Revolving Lenders; (ii) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes

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all risks of the acts of 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 the Issuing Banks, any of its Agent-Related Persons, nor any of the respective correspondents, participants or assignees of the Issuing Banks shall be liable or responsible for any of the matters described in Section 2.04(e). In furtherance and not in limitation of the foregoing, the applicable Issuing Bank 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 the Issuing Banks shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The Issuing Banks may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) message or overnight courier, or any other commercially reasonable means of communication with a beneficiary.

(g) Applicability of ISP. Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a standby Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall be stated therein to apply to such standby Letter of Credit.

(h) Conflict with Letter of Credit Application. In the event of any conflict between the terms of this Agreement and the terms of any Letter of Credit Application, the terms hereof shall control.

(i) Reporting. Each month (or at such other intervals as the Administrative Agent and the applicable Issuing Bank shall agree), the applicable Issuing Bank shall provide to the Administrative Agent a schedule of the Letters of Credit issued by it, in form and substance reasonably satisfactory to the Administrative Agent, showing the date of issuance of each Letter of Credit and the current amount outstanding, the expiration date, and the reference number of any Letter of Credit outstanding at any time during such month, and showing the aggregate amount (if any) payable by the Borrower to such Issuing Bank during such month.

(j) Existing Letters of Credit. For the avoidance of doubt, all letters of credit issued for the account of the Borrower or any Restricted Subsidiary, issued under the Existing First Lien Credit Agreement and outstanding on the Closing Date and issued by an entity that is the Issuing Bank (or its designee) under this Agreement, which, by its execution of this Agreement, has agreed to continue to act as an Issuing Bank hereunder and listed on Schedule 2.04 (each, an “Existing Letter of Credit”) shall automatically be continued hereunder on the Closing Date by the applicable Issuing Bank, and as of the Closing Date the Revolving Lenders shall acquire or continue to hold, as applicable, a participation therein, and each such Existing Letter of Credit shall, for the avoidance of doubt, be a Letter of Credit for all purposes of this Agreement as of the Closing Date without any further action by the Borrower.

(k) Resignation and Removal of an Issuing Bank. Any Issuing Bank may resign as an Issuing Bank upon 60 days’ prior written notice to the Administrative Agent, the Revolving Lenders and the Borrower. Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the Issuing Bank being replaced (provided that no consent will be required if the Issuing Bank being replaced has no Letters of Credit or Reimbursement Obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of an Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement or resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit

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to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement or resignation of an Issuing Bank hereunder, the replaced or resigning Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

(l) Cash Collateral Account. At any time and from time to time, after the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction or with the consent of the Required Revolving Lenders, may require the Borrower to deliver to the Administrative Agent such amount of cash as is equal to 101% of the aggregate Stated Amount of all Letters of Credit at any time outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) to be held by the Administrative Agent in a Cash Collateral Account. The Borrower hereby grants (or, if registration thereof is required in any applicable jurisdiction, shall grant) to the Administrative Agent, for the benefit of the Issuing Banks and the Revolving Lenders, a Lien upon and security interest in the Cash Collateral Account and all amounts held therein from time to time as security for Letter of Credit Usage, and for application to the Borrower’s Letter of Credit Obligations as and when the same shall arise. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest on the investment of such amounts in Cash Equivalents, which investments shall be made at the direction of the Borrower (unless an Event of Default shall have occurred and be continuing, in which case the determination as to investments shall be made at the option and in the discretion of the Administrative Agent), amounts in the Cash Collateral Account shall not bear interest. Interest and profits, if any, on such investments shall accumulate in such account. In the event of a drawing, and subsequent payment by the applicable Issuing Bank, under any Letter of Credit at any time during which any amounts are held in the Cash Collateral Account, the Administrative Agent will deliver to such Issuing Bank an amount equal to the Reimbursement Obligation created as a result of such payment (or, if the amounts so held are less than such Reimbursement Obligation, all of such amounts) to reimburse such Issuing Bank therefor. Any amounts remaining in the Cash Collateral Account after the expiration of all Letters of Credit with no pending drawings and reimbursement in full of each Issuing Bank for all of its obligations thereunder shall be held by the Administrative Agent, for the benefit of the Borrower, to be applied against the Obligations in such order and manner as the Administrative Agent may direct. If the Borrower is required to provide Cash Collateral pursuant to this Section 2.04(l), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower on demand, provided that after giving effect to such return (A) the Total Utilization of Revolving Commitments at such time would not exceed the aggregate Revolving Commitments at such time and (B) no Event of Default shall have occurred and be continuing at such time.

(m) Addition of an Issuing Bank. One or more Revolving Lenders (other than a Defaulting Lender) selected by the Borrower that agrees to act in such capacity and reasonably acceptable to the Administrative Agent may become an additional Issuing Bank hereunder pursuant to a written agreement in form and substance reasonably satisfactory to the Administrative Agent among the Borrower, the Administrative Agent and such Revolving Lender. The Administrative Agent shall notify the Revolving Lenders of any such additional Issuing Bank.

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Section 2.05 Conversion/Continuation.

(a) Each conversion of Loans from one Type to another, each continuation of a Type of Loans and each election of a new Interest Payment Date for an RFR Borrowing, shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may only be given in writing, provided that Loans denominated in an Alternative Currency may not be converted into a Type of Loan that is not available hereunder with respect to such Alternative Currency. Each such notice must be in writing and must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) (i) 3 Business Days prior to the requested date of any conversion of Base Rate Loans to, or continuation of, Term Benchmark Loans, (ii) 3 Business Days prior to the requested date of any election of a new Interest Payment Date for an RFR Borrowing, (iii) 3 Business Days prior to the requested date of any continuation of any Loans denominated in any Alternative Currency (other than British Pounds and Euros) and (iv) 3 Business Days prior to the requested date of any conversion of Term Benchmark Loans or RFR Loans to Base Rate Loans. Each notice by the Borrower pursuant to this Section 2.05(a) must be delivered to the Administrative Agent in the form of a Conversion/Continuation Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Term Benchmark Loans shall be in a principal amount not less than (x) $500,000 or a whole multiple of $100,000 in excess thereof (or the entire principal amount of such Loan) if denominated in Dollars, or (y) €500,000 or a whole multiple of €100,000 in excess thereof (or the entire principal amount of such Loan) if denominated in Euros. Each conversion to RFR Loans shall be in a principal amount not less than £500,000 or a whole multiple of £100,000 in excess thereof (or the entire principal amount of such Loan). Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or the entire principal amount of such Loan). Each conversion or continuation of Loans denominated in an Alternative Currency (other than British Pounds and Euros) shall be in a minimum amount to be agreed with the Appropriate Lenders of the applicable Class upon such currency becoming an Alternative Currency. Each Conversion/Continuation Notice shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other, or a continuation of a Type of Loans, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Class of Loans to be converted or continued, (v) the Type of Loans to which such existing Loans are to be converted, if applicable, and (vi) if applicable, the duration of the Interest Period with respect thereto. If (x) with respect to any Term Benchmark Loans, the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be converted to a Term Benchmark Loan with an Interest Period of 1 month or (y) with respect to any Loans denominated in any Alternative Currency (other than British Pounds or Euros), the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be converted to a Loan of the Type and with the Interest Period, if applicable, to be agreed with the Lenders of the applicable Class for Letters of Credit denominated in an Alternative Currency upon such currency becoming an Alternative Currency. Any such automatic conversion or continuation pursuant to the immediately preceding sentence shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term Benchmark Loans or Loans denominated in an Alternative Currency (other than British Pounds). If the Borrower requests a conversion to, or continuation of Term Benchmark Loans or Loans denominated in an Alternative Currency (other than British Pounds) in any such Conversion/Continuation Notice but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of 1 month. If no Interest Payment Date is specified with respect to any RFR Borrowing, the Borrower shall be deemed to have selected an Interest Payment Date of 1 month’s duration.

(b) Following receipt of a Conversion/Continuation Notice, the Administrative Agent shall promptly notify each applicable Lender of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall

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notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans described in Section 2.05(a).

Section 2.06 Availability. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share available to the Administrative Agent on the date of such Borrowing, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (a) in the case of the Borrower, the interest rate applicable at the time to the applicable Loans comprising such Borrowing and (b) in the case of such Lender, the Overnight Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.06 shall be conclusive in the absence of manifest error. 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 applicable 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.

Section 2.07 Prepayments.

(a) Optional.

(i) The Borrower may, upon notice by the Borrower to the Administrative Agent in the form of a Prepayment Notice, at any time or from time to time, voluntarily prepay the Loans of any Class in whole or in part without premium or penalty, subject to clause (E) below; provided that:

(A) such Prepayment Notice must be received by the Administrative Agent (1) not later than 1:00 p.m. (New York City time) 3 Business Days prior to any date of prepayment of Term Benchmark Loans, RFR Loans or Loans denominated in an Alternative Currency, (2) not later than 1:00 p.m. (New York City time) 1 Business Day prior to any date of prepayment of Base Rate Loans and (3) not later than 1:00 p.m. (New York City time) on the date of prepayment of the Swing Line Loans;

(B) any prepayment of (x) Term Benchmark Loans (1) denominated in Dollars 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 or (2) denominated in Euros 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, (y) RFR Loans 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 and (z) Base Rate

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Loans 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 (or, in each case, such later time as the Administrative Agent may agree in its sole discretion);

(C) any prepayment of Loans denominated in an Alternative Currency (other than British Pounds and Euros) shall be in a minimum amount to be agreed with the Appropriate Lenders of the applicable Class upon such currency becoming an Alternative Currency or, if less, the entire principal amount thereof then outstanding;

(D) prior to the Original Revolving Maturity Date, any voluntary prepayments of Revolving Loans pursuant to this paragraph shall be applied to Revolving Extended Tranche Loans and Revolving Non-Extended Tranche Loans on a pro rata basis (other than, for the avoidance of doubt, the payment of the outstanding amount of Revolving Extended Tranche Loans on the Original Revolving Maturity Date); and

(E) any prepayment of 20242025 Refinancing Term Loan made prior to the date that is 6 months after the Amendment No. 46 Effective Date shall be accompanied by the payment of the fee described in Section 2.11(g), if applicable.

Each Prepayment Notice shall specify the date and amount of such prepayment and the currency, Class(es) and Type(s) of Loans to be prepaid, and, subject to Section 2.07(a)(ii) below, the payment amount specified in each Prepayment Notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of a Prepayment Notice and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of Loans shall be subject to Section 2.07(c).

(ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind, in whole or in part, any notice of prepayment under Section 2.07(a)(i), if such prepayment would have resulted from a refinancing or repayment of all or a portion of the applicable Facility which refinancing or other transaction generating cash proceeds for such repayment shall not be consummated or shall otherwise be delayed.

(iii) Voluntary prepayments of Term Loans permitted hereunder shall be applied as directed by the Borrower in the applicable notice of prepayment (and absent such direction, in direct order of maturity to the remaining scheduled installments of principal thereof).

(iv) Notwithstanding anything in any Loan Document to the contrary (including Section 2.15), (A) the Borrower may prepay the outstanding Term Loans of any Lender on a non-pro rata basis at or below par with the consent of only such Lender and (B) the Borrower may prepay Term Loans of one or more Classes below par on a non-pro rata basis in accordance with the auction procedures set forth on Exhibit M.

(b) Mandatory.

(i) Excess Cash Flow. Within 5 Business Days after the financial statements have been delivered or are required to be delivered (giving effect to any cure period under Section 9.01(c)) pursuant to Section 6.01(a), commencing with the delivery of financial statements in respect of the fiscal year ending December 31, 2024, the Borrower shall, subject to Section 2.07(b)(vi) and Section 2.07(b)(vii), prepay an aggregate principal amount of Term Loans of no

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less than the following amount (such amount, the “Required ECF Prepayment Amount”), which amount, if less than zero, shall be deemed to be zero:

(A) the Applicable ECF Prepayment Percentage of the Excess Cash Flow for the fiscal year covered by such financial statements, minus

(B) the sum of the following, without duplication,

(1) all voluntary prepayments of Term Loans and any other Pari Passu Lien Debt (including those made through debt buybacks (including below-par repurchases in an amount equal to the principal amount of the debt retired)),

(2) all voluntary payments of Revolving Loans and any other revolving loans in each case to the extent accompanied by a corresponding permanent reduction in commitments,

(3) the amount of Capital Expenditures, Capitalized Software Expenditure or acquisitions of Intellectual Property accrued or made in cash and the amount of any other expenditure in cash not expensed during such period,

(4) the aggregate reduction in the principal amount of Indebtedness (including Capitalized Lease Obligations) of the Borrower and the Restricted Subsidiaries, excluding any payments described in clause (1) or (2) above,

(5) cash payments in respect of any purchase price holdbacks, earn-out obligations, long-term liabilities of the Borrower and the Restricted Subsidiaries (other than in respect of any Indebtedness),

(6) the amount of Permitted Investments (excluding intercompany Investments and Investments in cash and Cash Equivalents) to the extent that such Permitted Investments are made in cash,

(7) the amount of Restricted Payments actually paid in cash pursuant to Section 7.06 (other than clauses (a), (b), (d), (q)(ii) or (o) thereof (but, in the case of such clause (o), solely to the extent such Restricted Payment was originally declared intending to be made pursuant to Section 7.06(a), (b), (d) or (q)(ii))),

(8) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash that are made in connection with any prepayment of any principal of Indebtedness,

(9) without duplication of amounts included in calculating the amount set forth in this clause (B) in prior periods, (i) the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts, commitments, or binding purchase orders (“Contract Consideration”) entered into prior to or during such period and (ii) any planned or budgeted cash expenditures by the Borrower or any of the Restricted Subsidiaries (“Planned Expenditures”) in the case of each of the preceding clauses (i) and (ii), relating to Permitted Acquisitions or other Investments, Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property; provided that, to the extent the aggregate amount actually utilized to

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finance such Permitted Acquisitions or other Investments, Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property during any period is less than the amount included in this clause (9) for the prior periods, the amount of such shortfall shall be deducted from the amount calculated pursuant to this clause (9) in the period when such transaction is consummated or terminated,

(10) the amount of cash taxes (including penalties and interest) and tax distributions paid or tax or tax distribution reserves set aside or payable (without duplication), to the extent they exceed the amount of tax expense deducted in calculating Consolidated Net Income for such period, and

(11) at the election of the Borrower, all or any portion of the credit described in the paragraph below; minus

(C) an amount equal to 10% of the greater of (1) the Closing Date EBITDA and (2) the TTM Consolidated Adjusted EBITDA, calculated on a Pro Forma Basis as of the applicable date of determination;

in each case, (I) (x) to the extent made by the Borrower or its Restricted Subsidiaries during the applicable fiscal year, or at the election of the Borrower, the period following the end of such fiscal year and prior to the date of such prepayment is made or (y) in the case of Contract Consideration and Planned Expenditures, to the extent intended to be made in the fiscal year immediately succeeding the fiscal year with respect to which the Required ECF Prepayment Amount is calculated; provided that, if elected, with respect to any amount incurred or made following the end of such fiscal year, such amount may not be given credit in the calculation for subsequent fiscal years and (II) to the extent such prepayments are not funded with the proceeds of Funded Debt (other than revolving loans); provided that, if for any fiscal year the amount set forth in clause (B) above exceeds the amount set forth in clause (A) above, such amount may be used as a credit pursuant to clause (B)(11) in future periods; provided, further, that if at the time that any such prepayment is made, the Borrower is required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with all or a portion of the Excess Cash Flow (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply the Required ECF Prepayment Amount on a pro rata basis to the prepayment of the Term Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and to the extent so applied to such Other Applicable ECF Indebtedness, the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(i) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable ECF Indebtedness at such time); it being agreed that the portion of the Required ECF Prepayment Amount allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Required ECF Prepayment Amount required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof and (III) (x) if, for any fiscal year the amount set forth in clause (C) above exceeds the amount set forth in clause (A) above minus clause (B) above, such excess amount may be used as a credit in future periods and (y) any amounts that would be available in future fiscal

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years pursuant to clause (C) above may be used in the then applicable fiscal year (subject to a corresponding deduction in the amount available in such future fiscal year).

(ii) Asset Sales; Casualty Events.

(A) If the Borrower or any Restricted Subsidiary Disposes of any Collateral pursuant to the General Asset Sale Basket, or

(B) any Casualty Event occurs with respect to any Collateral,

which in either case results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall prepay on or prior to the date which is 10 Business Days after the date of the realization or receipt of such Net Cash Proceeds, subject to Section 2.07(b)(vi) and Section 2.07(b)(vii), an aggregate principal amount of Term Loans equal to 100% of Net Cash Proceeds so realized or received (such amount, the “Required Asset Sale Prepayment Amount”); provided that if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Pari Passu Lien Debt pursuant to the terms of the documentation governing such Indebtedness with the proceeds of such Disposition or Casualty Event (such Pari Passu Lien Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Asset Sale Indebtedness”), then the Borrower may apply the Required Asset Sale Prepayment Amount on a pro rata basis (determined based on the aggregate outstanding principal amount of the Term Loans and the Other Applicable Asset Sale Indebtedness at such time) and the remaining portion of such Net Cash Proceeds to the repayment or repurchase of Other Applicable Asset Sale Indebtedness, and, with respect to the Required Asset Sale Prepayment Amount, to the extent so applied to such Other Applicable Asset Sale Indebtedness, the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.07(b)(ii) shall be reduced accordingly; provided, further, that no prepayment shall be required pursuant to this Section 2.07(b)(ii) with respect to such portion of the Required Asset Sale Prepayment Amount that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with this Section 2.07(b)(ii). Solely for the purpose of determining the amount of Net Cash Proceeds subject to the mandatory prepayment requirements under this Section 2.07(b)(ii), (i) the Net Cash Proceeds of each single transaction or series of related transactions or any Casualty Event shall be deemed to be zero unless the amount without giving effect to this clause (i) exceeds $25,000,000 and (ii) in each fiscal year, no Net Cash Proceeds shall be deemed to have been realized or received by the Borrower and its Restricted Subsidiaries for purpose of this Section 2.07(b)(ii) unless and until the total Net Cash Proceeds of all Dispositions and Casualty Events subject to this Section 2.07(b)(ii), after giving effect to clause (i) above, exceeds $35,000,000 and thereafter, only amount in excess thereof shall constitute Net Cash Proceeds realized and received by the Borrower and its Restricted Subsidiaries for the purpose of Section 2.07(b)(ii); provided that (x) any unused amounts pursuant to this clause (ii) in any fiscal year may be carried forward into succeeding fiscal years and (y) any amounts that will be available in future fiscal years pursuant to this clause (ii) may be used in the then applicable fiscal year (subject to a corresponding deduction in the amount available in such future fiscal year).

With respect to the Required Asset Sale Prepayment Amount in connection with any Disposition or Casualty Event, at the option of the Borrower, the Borrower may (in lieu of making a prepayment pursuant to the foregoing provisions) elect to (I) reinvest (directly, or indirectly through one or more of its Restricted Subsidiaries) an amount equal to all or any portion of such Required Asset Sale Prepayment Amount in assets used or useful for the business of the Borrower and the Restricted Subsidiaries (including to use such amount for working capital assets, Capital

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Expenditure, Permitted Investments, and payment of Indebtedness or obligations required to be made in connection with Permitted Investments (excluding Investments in cash or Cash Equivalents)) (1) within 12 months following receipt of such amount or (2) if the Borrower or any of the Restricted Subsidiaries enters into a legally binding commitment to reinvest such amount within 12 months following receipt of such amount, no later than 180 days after the end of such 12-month period; provided that if any portion of such amount is no longer intended to be or cannot be so reinvested at any time after delivery of the applicable notice of reinvestment election, subject to Section 2.07(b)(vi) and Section 2.07(b)(vii), such amount shall be deemed to constitute Net Cash Proceeds newly received by the Borrower or such Restricted Subsidiary on the date it reasonably determines that such amount is no longer intended to be or cannot be so reinvested, (II) apply such Net Cash Proceeds to permanently repay Indebtedness of any Non-Loan Party, or (III) [reserved].

(iii) Indebtedness. If the Borrower or any Restricted Subsidiary incurs or issues Indebtedness for borrowed money which is not permitted to be incurred under Section 7.03, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is 5 Business Days after the receipt of such Net Cash Proceeds.

(iv) Revolving Loan Repayments. The Borrower shall from time to time prepay first, the Swing Line Loans, and second, the Revolving Loans to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect; provided that, to the extent such excess amount is greater than the aggregate principal Dollar Amount of Swing Line Loans and Revolving Loans outstanding immediately prior to the application of such prepayment, the amount so prepaid shall be retained by the Administrative Agent and held in the Cash Collateral Account as cover for Letter of Credit Usage, as more particularly described in Section 2.04(l), and thereupon such cash shall be deemed to reduce the aggregate Letter of Credit Usage by an equivalent amount.

(v) [Reserved].

(vi) Application of Payments. (A) Except as may otherwise be set forth in the applicable Loan Document evidencing the applicable Term Loans, each prepayment of Term Loans pursuant to Section 2.07(b)(i), (ii) or (iii) shall be applied ratably (or in such lesser amount as may have been agreed to in connection with the establishment of the relevant Class of Term Loans) to each Class of Term Loans then outstanding that are entitled to share in such mandatory prepayment, (B) with respect to Term Loans of the same Class, each prepayment pursuant to clauses (i), (ii), or (iii) of this Section 2.07(b) shall be applied as directed by the Borrower in the applicable notice of prepayment (and absent such direction, in direct order of maturity to the remaining scheduled installments of principal thereof) and (C) each prepayment of Loans of the same Class pursuant to clauses (i) through (iv) shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.

(vii) Foreign and Tax Considerations. Notwithstanding any other provisions of this Section 2.07(b),

(A) to the extent that any or all of the Net Cash Proceeds from any Disposition by a Foreign Subsidiary (a “Foreign Disposition”) or from any Casualty Event suffered by Foreign Subsidiary (a “Foreign Casualty Event”), in each case, giving rise to a prepayment event pursuant to Section 2.07(b)(ii), or the portion of the Excess Cash Flow attributable to a Foreign Subsidiary are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess

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Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.07(b) but may be retained by the applicable Foreign Subsidiary (the Borrower hereby agrees to cause the applicable Foreign Subsidiary to use its commercially reasonable efforts to promptly take all actions reasonably required by the applicable local law to permit such repatriation) and if within 12 months of the applicable prepayment event, such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than 10 Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof, including tax distributions in respect thereof) to the repayment of the Term Loans pursuant to this Section 2.07(b) to the extent provided herein, and

(B) to the extent that the Borrower has determined in good faith that repatriation to the United States of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or any or all of the Excess Cash Flow attributable to a Foreign Subsidiary or FSHCO would have material adverse tax consequences to Holdings (or any parent of Holdings to the extent such material adverse tax consequence is related to its ownership of the equity interests in Holdings or the Borrower and its Restricted Subsidiaries), the Borrower or any of the Restricted Subsidiaries as determined by the Borrower in good faith (relative to the relevant Foreign Disposition, Foreign Casualty Event or Excess Cash Flow and taking into account any foreign tax credit or benefit actually realizable and utilizable in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary or FSHCO.

(viii) Mandatory Prepayment Procedures; Declining Lenders. The Borrower shall give notice to the Administrative Agent of any mandatory prepayment of the Loans pursuant to Section 2.07(b)(i), (ii) or (iii) 4 Business Days prior to the date on which such payment is due. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment on or before the date specified in Section 2.07(b)(i), (ii) or (iii) as the case may be (each, a “Prepayment Date”). Once given, such notice shall be irrevocable and all amounts subject to such notice shall be due and payable on the Prepayment Date (except as otherwise provided in Section 2.07(b)(vii) and in the last sentence of this Section 2.07(b)(viii)). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Appropriate Lender of the prepayment event, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole and absolute discretion) to decline all (but not less than all) of its Pro Rata Share of any mandatory prepayment (other than any mandatory prepayment pursuant to Section 2.07(b)(iii) or (iv)) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m. (New York City time), on or prior the date that is 2 Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any amount so declined by any Lender shall be used by the Borrower to make mandatory prepayments of Junior Lien Debt to

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the extent required thereby, and if declined by the holders thereof, such declined amounts may be retained by the Borrower and its Restricted Subsidiaries.

(c) Interest, Funding Losses, Etc. All prepayments under this Section 2.07 (other than prepayment of Base Rate Loans) shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a EURIBO Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such EURIBO Rate Loan pursuant to Section 3.05.

(d) Application of Prepayment Amounts. Each payment or prepayment pursuant to the provisions of Section 2.07(b) shall be applied ratably among the Lenders of each Class holding the Loans being prepaid, in proportion to the principal amount held by each, and shall be applied as among the Term Loans or the Revolving Loans, as the case may be, being prepaid, (i) in the case of Loans denominated in Dollars, Euros or British Pounds, (A) first, to prepay all Base Rate Loans and (B) second, to the extent of any excess remaining after application as provided in clause (A) above, to prepay all Term Benchmark Loans or RFR Loans, as applicable (and as among Term Benchmark Loans and RFR Loans, (1) first to prepay those Term Benchmark Loans and RFR Loans, if any, having Interest Payment Dates on the date of such prepayment, and (2) thereafter, to the extent of any excess remaining after application as provided in clause (1) above, to prepay any Term Benchmark Loans and any RFR Loan in the order of the Interest Payment Dates applicable thereto) and (ii) in the case of Loans denominated in any Alternative Currency (other than British Pounds and Euros), in a manner to be agreed with the Lenders of the applicable Class upon such currency becoming an Alternative Currency.

(e) Interest Period Deferrals. Notwithstanding any of the other provisions of this Section 2.07, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Term Benchmark Loans is required to be made under this Section 2.07 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.07 in respect of any such Term Benchmark Loan, prior to the last day of the Interest Period therefor, the Borrower may, in its sole and absolute discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.07. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.07.

(f) Inaccurate Calculations. In the event that any financial statement or certificate delivered pursuant to Section 6.01, Section 6.02 or any notice delivered under Section 2.07(b) is determined to be inaccurate (at a time prior to the satisfaction of the Termination Conditions), and such inaccuracy, if corrected, would have led to (a) a higher amount of mandatory prepayment (including due to application of a higher Applicable ECF Prepayment Percentage), then (i) the Borrower shall promptly (and in any event within 5 Business Days) following such determination deliver to the Administrative Agent correct financial statements, certificates and notices, as applicable and (ii) the Borrower shall promptly (and in any event within fifteen Business Days) following delivery of such corrected financial statements, certificates or notices pay to the Administrative Agent the additional amount of mandatory prepayment and no Default or Event of Default shall be deemed to have occurred with respect to such underpayment prior to the expiration of such fifteen Business Day period or (b) a lower amount of mandatory prepayment (including due to application of a lower Applicable ECF Prepayment Percentage), then (i) the Borrower shall promptly (and in any event within 5 Business Days) following such determination deliver to the Administrative Agent correct financial statements, certificates and notices, as applicable and (ii) such overpaid amount shall be

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applied to reduce the amount of any mandatory prepayments required to be made pursuant to Section 2.07(b) in future periods.

Section 2.08 Termination or Reduction of Commitments.

(a) Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent 1 Business Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.07, the Total Utilization of Revolving Commitments would exceed the total Revolving Commitments or (B) the Letter of Credit Sublimit if, after giving effect thereto, (1) the Letter of Credit Usage not fully Cash Collateralized hereunder at 101% of the maximum face amount of any such Letters of Credit would exceed the Letter of Credit Sublimit or (2) the Letter of Credit Usage with respect to Letters of Credit issued by an applicable Issuing Bank not fully Cash Collateralized hereunder at 101% of the maximum face amount of any such Letters of Credit would exceed the amount of such Issuing Bank’s Letter of Credit Percentage of the Letter of Credit Sublimit. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all or a portion of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed.

(b) Mandatory.

(i) (A) The Initial Term Loan Commitment of each Lender shall be automatically and permanently reduced to $0 upon the making of such Lender’s Initial Term Loan pursuant to Section 2.01, (B) the 2024 Refinancing Term Loan Commitment of each Lender shall be automatically and permanently reduced to $0 upon the making of such Lender’s 2024 Refinancing Term Loan pursuant to Section 2.01 and, (C) the 2025 Refinancing Term Loan Commitment of each Lender shall be automatically and permanently reduced to $0 upon the making of such Lender’s 2025 Refinancing Term Loan pursuant to Section 2.01 and (D) the Revolving Commitments shall terminate on the Revolving Commitment Termination Date applicable to such Revolving Commitments.

(ii) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.08, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Commitments at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(c) Effect of Termination or Reduction. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Pro Rata Share of Commitments of such Class.

Section 2.09 Repayment of Loans.

(a) Subject in all respects to Section 2.07(a)(iii) and Section 2.07(b)(vi), the Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (i) on the last Business Day of each fiscal quarter (commencing with the first full fiscal quarter ending after the Amendment No. 46 Effective Date) an aggregate principal amount equal to 0.25% of the aggregate principal amount of the 20242025 Refinancing Term Loans borrowed (or deemed borrowed) by the Borrower on the Amendment

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No. 46 Effective Date and (ii) on the Maturity Date for the 20242025 Refinancing Term Loans borrowed on the Amendment No. 46 Effective Date, the aggregate principal amount of all 20242025 Refinancing Term Loans outstanding on such date. In addition, in connection with any reduction in principal amount of the 20242025 Refinancing Term Loans on a non-pro rata basis permitted hereunder, including pursuant to Section 2.07(a)(iv), 2.07(b)(viii), Section 3.07, Section 11.07(l) or Dutch auctions pursuant to Exhibit M, the amortization aggregate amount set forth above shall be reduced to account for such non-pro rata prepayments.

(b) The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders the outstanding principal amount of Revolving Loans funded under the applicable Revolving Commitments on the Revolving Commitment Termination Date with respect to such Revolving Commitments. For the avoidance of doubt, on the Original Revolving Maturity Date, all Revolving Non-Extended Tranche Loans outstanding on such date shall be paid in full on such date and on the Extended Revolving Maturity Date, all Revolving Extended Tranche Loans outstanding on such date shall be paid in full on such date.

(c) The Borrower shall repay to the Swing Line Lender (or, to the extent required by Section 2.03(c), to the Administrative Agent for the account of the Revolving Lenders) each Swing Line Loan made by the Swing Line Lender on the earlier to occur of (i) the date 15 days after such Swing Line Loan is made and (ii) the Revolving Commitment Termination Date with respect to the Revolving Extended Tranche Commitments; provided that on each date that a Revolving Loan is made, the Borrower shall repay all Swing Line Loans then outstanding. At any time that there shall exist a Defaulting Lender that is a Revolving Lender, immediately upon the request of the Swing Line Lender, the Borrower shall repay the outstanding Swing Line Loans made by the Swing Line Lender in an amount sufficient to eliminate any Fronting Exposure in respect of the Swing Line Loans.

Section 2.10 Interest.

(a) Subject to the provisions of Section 2.10(b) and provisions to be agreed with the Lenders of the applicable Class for Loans denominated in an Alternative Currency upon such currency becoming an Alternative Currency, (i) each Term Benchmark Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the applicable Term Benchmark for such Interest Period plus the Applicable Rate, (ii) each RFR Loan shall bear interest on the outstanding principal amount thereof at a rate per annum equal to Daily Simple RFR plus the Applicable Rate, (iii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate and (iv) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) If any amount of principal of any Loan is not paid when due, whether at stated maturity, by acceleration or otherwise, such overdue amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(c) If any amount (other than the principal of any Loan) payable by the Borrower under any Loan Document is not paid when due, whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such overdue amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

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(d) Accrued and unpaid interest on the principal amount of all outstanding past due Obligations hereunder (including interest on past due interest) shall be due and payable upon demand.

(e) Subject to provisions to be agreed with the Lenders of the applicable Class for Loans denominated in an Alternative Currency upon such currency becoming an Alternative Currency, interest on each Loan shall be due and payable (i) with respect to Base Rate Loans (other than Swing Line Loans), Term Benchmark Loans and RFR Loans, in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein and (ii) with respect to Swing Line Loans, together with the repayment thereof. 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.

(f) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for any Term Benchmark Loans upon determination of such interest rate. The determination of Term SOFR or the EURIBO Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the “prime rate” used in determining the Base Rate promptly following the public announcement of such change.

(g) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than 15 Interest Periods in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans, the number of Interest Periods otherwise permitted by this Section 2.10(g) shall increase by 3 Interest Periods for each applicable Class so established.

Section 2.11 Fees.

(a) On the Closing Date, the Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified.

(b) The Borrower agrees to pay to the Administrative Agent for the benefit of the Revolving Lenders:

(i) commitment fees for the period from and including the Closing Date to and including the applicable Revolving Commitment Termination Date applicable to such Revolving Lender’s Revolving Commitments equal to (A) the average of the daily difference between (1) the Revolving Commitments and (2) the sum of (I) the aggregate principal Dollar Amount of all outstanding Revolving Loans (for the avoidance of doubt, excluding Swing Line Loans) plus (II) the Letter of Credit Usage, times (B) the Applicable Commitment Fee; and

(ii) letter of credit fees with respect to all Letters of Credit equal to (A) the Applicable Rate for Revolving Loans that are Term Benchmark Loans, times (B) the average aggregate daily maximum Dollar Amount available to be drawn under all Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination and whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit).

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All fees referred to in this Section 2.11(b) shall be paid to the Administrative Agent at the Administrative Agent’s Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

(i) a fronting fee to be agreed by the Borrower and the applicable Issuing Bank and notified to the Administrative Agent from time to time (not to exceed 0.125% per annum) times the daily maximum Dollar Amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) determined as of the close of business on any date of determination; and

(ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with such Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be, as evidenced by such Issuing Bank’s invoices delivered to the Borrower.

Each payment of fees required above under this Section 2.11(c) on any Letters of Credit denominated in Dollars or an Alternative Currency shall be made in Dollars.

(d) All fees referred to in Sections 2.11(b) and 2.11(c) shall be payable quarterly in arrears on the last Business Day of each fiscal quarter of each year during the Revolving Commitment Period, commencing with the first full fiscal quarter ending after the Closing Date, and on the applicable Revolving Commitment Termination Date.

(e) [Reserved].

(f) The Borrower agrees to pay to the Administrative Agent for its own account the administrative fees payable in the amounts and at the times separately agreed upon as set forth in the provisions of the Agent Fee Letter related thereto.

(g) At the time of the effectiveness of any Repricing Event that is consummated during the period commencing on the Amendment No. 46 Effective Date through and including the day immediately prior to the date that is 6 months after the Amendment No. 46 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with the 20242025 Refinancing Term Loans that are either repaid, converted or subjected to a pricing reduction in connection with such Repricing Event (including each Lender that withholds its consent to such Repricing Event and is replaced as a Non-Consenting Lender under Section 3.07), a fee in an amount equal to 1.0% of (i) in the case of a Repricing Event described in clause (a) of the definition thereof, the aggregate principal amount of all the 20242025 Refinancing Term Loan prepaid (or converted) in connection with such Repricing Event and (ii) in the case of a Repricing Event described in clause (b) of the definition thereof, the aggregate principal amount of all the 20242025 Refinancing Term Loan outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Event. Such fees shall be earned, due and payable upon the date of the effectiveness of such Repricing Event.

Section 2.12 Computation of Interest and Fees. All computations of interest for Base Rate Loans shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All computations of interest for Loans denominated in an Alternative Currency shall be made pursuant to conventions applicable to loans denominated in such Alternative Currency. All other

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computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.10(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.13 Evidence of Indebtedness.

(a) The Borrowings made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender. Subject to the Register in Section 11.07(c), the accounts or records maintained by each Lender shall be prima facie evidence absent manifest error of the amount of the Borrowings 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 entries in the Register, the entries in the Register shall control in the absence of manifest error.

(b) 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 Note payable to such Lender, which shall evidence the relevant Class of such Lender’s Loans in addition to such accounts or records. 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.

Section 2.14 Payments Generally.

(a) All payments to be made by the Borrower shall be made 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, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office for payment and in Same Day Funds not later than 2:00 p.m. (New York City time) on the date specified herein. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Amount of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Appropriate Lender its proportionate share (based on such Appropriate Lender’s participation in the amount so paid) (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office; provided that the proceeds of any borrowing of Revolving Loans to finance the reimbursement of a drawn Letter of Credit as provided in Section 2.04(c) shall be remitted by the Administrative Agent to the applicable Issuing Bank. All payments received by the Administrative Agent after 2:00 p.m. (New York City time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Notwithstanding anything set forth above, the Borrower and the Administrative Agent may agree to separate cut-off times for payments made in connection with the payoff of one or more Facilities set forth in customary payoff letters without the consent of any Lender.

(b) [Reserved].

(c) Unless the Borrower has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder for the account of any Lender or any Issuing Bank, as applicable, that the Borrower will not make such payment, the Administrative Agent may

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assume that the Borrower has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to such Lender or such Issuing Bank. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then such Lender or such Issuing Bank, as applicable, shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or such Issuing Bank in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender or such Issuing Bank, as applicable, to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect.

(d) 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 applicable conditions to the Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) 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 10.07 are several and not joint. The failure of any Lender to make any Loan 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 or purchase its participation.

(f) 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.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 9.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of such of the outstanding Loans or other Obligations then owing to such Lender.

(h) If any Lender shall fail to make any payment required to be made by it pursuant to 2.04(c), 2.06, 2.15 or 10.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent, the Swing Line Lender or the Issuing Banks to satisfy such Lender’s obligations to the Administrative Agent, the Swing Line Lender and the Issuing Banks until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

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Section 2.15 Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any principal of or interest on account of the Loans of a particular Class made by it (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its Pro Rata Share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans of such Class made by them and/or such subparticipations in the participations in Letter of Credit Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each relevant Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including Section 2.07(a)(iv) and Section 11.07), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder or (C) any payment received by such Lender not in its capacity as a Lender. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.15 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.15 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Section 2.16 Incremental Facilities.

(a) Incremental Facilities. At any time and from time to time, on one or more occasions, the Borrower may, by executing one or more Incremental Amendments pursuant to the terms of this Section 2.16, (i) increase the aggregate principal amount of any outstanding Class of Term Loans or add one or more additional Classes of Term Loans under the Loan Documents, which in each case may be initially incurred in the form of delayed draw term loan commitments (the “Incremental Term Facilities” and the term loans made thereunder, the “Incremental Term Loans”) or (ii) increase the aggregate amount of Revolving Commitments or add one or more additional Classes of revolving loan facilities under the Loan Documents (the “Incremental Revolving Facilities” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Loans”; each such increase or additional Class incurred pursuant to clauses (i) and (ii), an “Incremental Facility” and the loans or other extensions of credit made thereunder, the “Incremental Loans”). Incremental Facilities may be incurred by the Borrower and/or one or more Restricted Subsidiaries as additional borrowers or co-borrowers; provided, that any additional borrower or co-borrower that is not a Subsidiary Guarantor shall become a Subsidiary Guarantor within 90 days after such event (or such longer period as the Administrative Agent may agree in its reasonable discretion); provided, further that such additional borrower or co-borrower shall provide customary KYC documentation and, to the extent such additional borrower or co-borrower qualifies as a “legal entity

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customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, to the Administrative Agent and the Lenders providing such Incremental Facilities.

(b) Ranking. Incremental Facilities (i) may rank either pari passu or junior in right of payment with the 20242025 Refinancing Term Loan and the Revolving Commitments and (ii) may be unsecured or in the form of Pari Passu Lien Debt, Junior Lien Debt or Other Secured Debt; provided that to the extent such Incremental Facility constitutes Junior Lien Debt, the Administrative Agent on behalf of such Junior Lien Debt shall become a party to a Junior Lien Intercreditor Agreement as a “Second Priority Representative” (or similar designation).

(c) Size and Currency. The aggregate principal amount of Incremental Facilities that may be incurred at any time after the Closing Date, together with the aggregate principal amount of Incremental Equivalent Debt and Indebtedness incurred in reliance on the Fixed Incremental Amount pursuant to Section 7.03(g) incurred simultaneously therewith, will not exceed, an amount equal to,

(i) the Fixed Incremental Amount, plus

(ii) the Ratio Incremental Amount

(the sum of the Fixed Incremental Amount and the Ratio Incremental Amount, the “Incremental Amount”).

Each Incremental Facility will be in an integral multiple of $1,000,000 and in an aggregate principal amount that is not less than $5,000,000 (or (x) if denominated in an Alternative Currency, the same amount denominated in such Alternative Currency (e.g. €1,000,000 in lieu of $1,000,000) or (y) such lesser minimum amount approved by the Administrative Agent in its reasonable discretion); provided that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the Incremental Amount at such time. An Incremental Facility may be denominated in Dollars or an Alternative Currency determined by the Borrower and Persons providing such Incremental Facility.

(d) Incremental Lenders. Incremental Facilities may be provided by one or more existing Lenders (it being understood that no existing Lender shall have an obligation to make, or provide commitments with respect to, any Incremental Facility) and/or by one or more Additional Lenders. The existing Lenders shall not have any right to participate in any syndication of, and shall not have any right of first refusal or other right to provide, all or any portion of any Incremental Facility. For the avoidance of doubt, any Affiliated Lender that provides any Incremental Facility shall be subject to the limitations on Affiliated Lenders set forth in Section 11.07(h) (including the Affiliated Lender Term Loan Cap and the Affiliated Lender Revolving Cap, as applicable).

(e) Incremental Amendments; Use of Proceeds. Each Incremental Facility will become effective pursuant to an amendment (each, an “Incremental Amendment”) to this Agreement executed by the Borrower, any additional borrower (if any), any co-borrowers (if any) and each Person providing such Incremental Facility and acknowledged by the Administrative Agent; provided that failure by the Administrative Agent to acknowledge such Incremental Amendment shall not affect the effectiveness of such Incremental Amendment. The Borrower may use the proceeds of the Incremental Loans for any purpose not prohibited by this Agreement.

(f) Conditions. The availability of Incremental Facilities under this Agreement will be subject solely to the following conditions, subject, for the avoidance of doubt, to Section 1.08(f), measured on the effective date of the Incremental Amendment (or, at the option of the Borrower, regardless of whether

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incurred in connection with a Limited Condition Transaction, on the date such commitments with respect thereto first become effective):

(i) no Specified Event of Default shall have occurred and be continuing or would result therefrom; and

(ii) the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of the effectiveness of the applicable Incremental Amendment; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that the condition set forth in this clause (ii) may be waived or not required by the Persons providing such Incremental Facilities and if Incremental Facilities will be incurred in connection with a Limited Condition Transaction will in any event be subject, for the avoidance of doubt, to Section 1.08(f).

(g) Terms. The terms of each Incremental Facility, except as otherwise set forth in this Section 2.16, will be as agreed between the Borrower and the Persons providing such Incremental Facility; provided that:

(i) the final maturity date of any Incremental Term Loans will be no earlier than the Latest Maturity Date of the 20242025 Refinancing Term Loans;

(ii) the Weighted Average Life to Maturity of any Incremental Term Loans will be no shorter than the remaining Weighted Average Life to Maturity of the 20242025 Refinancing Term Loans;

(iii) any Incremental Term Loans may participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) to the 20242025 Refinancing Term Loans in any mandatory prepayments set forth in Section 2.07(b);

(iv) (A) to the extent secured, such Incremental Term Facilities or Incremental Revolving Facilities, as applicable, may be secured by a Lien on any property or asset of a Loan Party or Restricted Subsidiary and (B) such Incremental Term Facilities or Incremental Revolving Facilities, as applicable, may be Guaranteed by any Restricted Subsidiary of the Borrower that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor within 90 days after such event (or such longer period as the Administrative Agent may agree in its reasonable discretion); provided that the aggregate principal amount of (x) any Incremental Term Facilities and Incremental Revolving Facilities that are Other Secured Debt, (y) Permitted Ratio Debt, Incurred Acquisition Debt and Incremental Equivalent Debt that do not qualify as Other Secured Debt and (z) other Indebtedness under Section 7.03(j), in each case incurred or Guaranteed by a Non-Loan Party, shall not exceed the Non-Loan Party Debt Cap; and

(v) any Incremental Revolving Facility will not have a maturity date earlier than the Latest Maturity Date applicable to the then outstanding Revolving Facility. Any Incremental Revolving Facility shall be on the same covenant terms as the Revolving Facility to the extent it constitutes an increase of the Revolving Commitments.

(h) Pricing. The interest rate, fees, original issue discount, prepayment premium commitment fees and funding fees for any Incremental Facility will be as determined by the Borrower and the Persons providing such Incremental Facility.

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(i) Adjustments to Revolving Loans. Upon each increase in the Revolving Commitments pursuant to this Section 2.16,

(i) each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender providing a portion of such increase (each an “Incremental Revolving Facility Lender”), and each such Incremental Revolving Facility Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender will equal the percentage of the aggregate Revolving Commitments of all Lenders represented by such Revolving Lender’s Revolving Commitments; and

(ii) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Incremental Revolving Facility be prepaid from the proceeds of Incremental Revolving Loans made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Lender in accordance with Section 3.05.

(j) The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to Section 2.16.

Section 2.17 Refinancing Amendments.

(a) Refinancing Loans/Commitments. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Loans or Commitments, in the form of Refinancing Loans or Refinancing Commitments made pursuant to a Refinancing Amendment.

(b) Refinancing Amendments. The effectiveness of any Refinancing Amendment will be subject only to the satisfaction on the date thereof of such conditions as may be requested by the providers of applicable Refinancing Loans or Refinancing Commitments. Each Refinancing Amendment will become effective upon execution by the Borrower, each Person providing such Refinancing Commitments or Refinancing Loans and acknowledged by the Administrative Agent; provided that failure by the Administrative Agent to acknowledge such Refinancing Amendment shall not affect the effectiveness of such Refinancing Amendment.

(c) Providers of Refinancing Loans. Refinancing Loans and Refinancing Amendments may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Refinancing Loan or Refinancing Commitment) or by any Additional Lender (subject to Section 11.07(h)).

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Section 2.18 Extensions of Loans.

(a) Extension Offers. Pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Loans and/or Commitments of a particular Class, the Borrower may extend the Maturity Date of such Class and otherwise modify the terms of such Loans and/or Commitments pursuant to the terms set forth in an Extension Offer (each, an “Extension”). Each Extension Offer will specify the minimum amount of Loans and/or Commitments with respect to which an Extension Offer may be accepted, which (w) with respect to Loans or commitments denominated in Dollars, will be an integral multiple of $500,000 and an aggregate principal amount that is not less than $5,000,000, (x) with respect to Loans or commitments denominated in Euros, will be an integral multiple of €500,000 and an aggregate principal amount that is not less than €5,000,000, (y) with respect to Loans or commitments denominated in British Pounds, will be an integral multiple of £500,000 and an aggregate principal amount that is not less than £5,000,000 or (z) with respect to Loans or commitments denominated in an Alternative Currency (other than British Pounds or Euros), will be in minimum amounts to be agreed with the Appropriate Lenders of the applicable Class upon such currency becoming an Alternative Currency, or, in each case, if less, (i) the aggregate principal amount of such Loans outstanding or (ii) such lesser minimum amount as is approved by the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed. Extension Offers will be made on a pro rata basis to all Lenders holding Loans and/or Commitments of a particular Class. If the aggregate outstanding principal amount of such Loans (calculated on the face amount thereof) and/or Commitments in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans and/or Commitments offered to be extended pursuant to such Extension Offer, then, unless the Borrower increases such maximum amount in its sole and absolute discretion, the Loans and/or Commitments of such Lenders will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. There is no requirement that any Extension Offer or Extension Amendment (defined as follows) be subject to any “most favored nation” pricing provisions. The terms of an Extension Offer shall be determined by the Borrower, and Extension Offers may contain one or more conditions to their effectiveness, including a condition that a minimum amount of Loans and/or Commitments of any or all applicable tranches be tendered.

(b) Extension Amendments. Any Extension will become effective pursuant to an amendment (each, an “Extension Amendment”) to this Agreement executed by the Borrower, each Extending Lender and acknowledged by Administrative Agent; provided that failure by the Administrative Agent to acknowledge such Extension Amendment shall not affect the effectiveness of such Extension Amendment. Except as otherwise set forth in an Extension Offer, there will be no conditions to the effectiveness of an Extension Amendment. Extensions will not constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

(c) Terms of Extension Offers and Extension Amendments. The terms of any Extended Loans and/or Extended Commitments will be set forth in the applicable Extension Offer and as agreed between the Borrower and the Extending Lenders accepting such Extension Offer; provided that:

(i) the final maturity date of such Extended Commitments will be no earlier than the Latest Maturity Date applicable to the Commitments subject to such Extension Offer and the final maturity date of such Extended Loans will be no earlier than the earlier of (x) the Latest Maturity Date of the Term Loans subject to such Extension Offer and (y) the Latest Maturity Date of the 20242025 Refinancing Term Loans;

(ii) the Weighted Average Life to Maturity of any Extended Loans that are Term Loans will be no shorter than the shorter of (x) the remaining Weighted Average Life to Maturity of the

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Term Loans subject to such Extension Offer and (y) the remaining Weighted Average Life to Maturity of the 20242025 Refinancing Term Loans; and

(iii) any Extended Loans that are Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any mandatory prepayments pursuant to Section 2.07(b).

Any Extended Loans or Extended Commitments will constitute a separate Class of Term Loans or Revolving Commitments from the Term Loans or Revolving Loans held by Lenders that did not accept the applicable Extension Offer; provided that such Extended Loans or Extended Commitments may constitute the same Class with any other Loans or Commitments hereunder if their terms satisfy the requirements set forth in the definition of “Class”.

(d) Extension of Revolving Commitments. In the case of any Extension of Revolving Commitments and/or Revolving Loans, the following shall apply:

(i) all borrowings and all prepayments of Revolving Loans shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Commitments, until the repayment of the Revolving Loans attributable to the non-extended Revolving Commitments on the relevant Maturity Date;

(ii) with respect to any Issuing Bank or Swing Line Lender that has agreed to such Extension, the allocation of the participation exposure with respect to any then-existing or subsequently issued or made Letter of Credit or Swing Line Loan as between the Revolving Commitments of such extended tranche and the remaining non-extended Revolving Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Commitments has occurred;

(iii) no termination of extended Revolving Commitments and no repayment of extended Revolving Loans accompanied by a corresponding permanent reduction in extended Revolving Commitments shall be permitted unless such termination or repayment (and corresponding reduction) is accompanied by at least a pro rata termination or permanent repayment (and corresponding pro rata permanent reduction), as applicable, of each other tranche of Revolving Loans and Revolving Commitments (or each other tranche of Revolving Commitments and Revolving Loans shall have otherwise been terminated and repaid in full);

(iv) the Maturity Date with respect to the Revolving Commitments available under the Letter of Credit Sublimit or the Swing Line Sublimit may not be extended without the prior written consent of each Issuing Bank and the Swing Line Lender, respectively; and

(v) at no time shall there be more than 5 different tranches of Revolving Commitments.

If the Total Utilization of Revolving Commitments exceeds the Revolving Commitment as a result of the occurrence of the Maturity Date with respect to any tranche of Revolving Commitments while an extended tranche of Revolving Commitments remains outstanding, the Borrower shall make such payments as are necessary in order to eliminate such excess on such Maturity Date.

(e) Required Consents. The transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Offer) will not require the consent of the Administrative

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Agent, any Lender (other than the applicable Extending Lenders) or any other Person, and the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.18 (including, to the extent applicable, the provisions of Section 2.07, Section 2.08 or Section 2.15) will not apply to any of the transactions effected pursuant to this Section 2.18.

Section 2.19 Permitted Debt Exchanges.

(a) Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted Debt Exchange Offer”) made from time to time by the Borrower to all Lenders (other than, with respect to any Permitted Debt Exchange Offer that constitutes an offering of securities, any Lender that, if requested by the Borrower, is unable to certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “US person” (as defined in Rule 902 under the Securities Act)) with outstanding Term Loans of a particular Class, the Borrower may from time to time consummate one or more exchanges of such Term Loans for Indebtedness (in the form of Pari Passu Lien Debt, Junior Lien Debt, Other Secured Debt or unsecured Indebtedness) and/or Equity Interests (such Indebtedness and/or Equity Interests, “Permitted Debt Exchange Securities” and each such exchange, a “Permitted Debt Exchange”), so long as the following conditions are satisfied:

(i) each such Permitted Debt Exchange Offer shall be made on a pro rata basis to the Term Lenders (other than, (x) with respect to any Permitted Debt Exchange Offer that constitutes an offering of securities, any Lender that, if requested by the Borrower, is unable to certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “US person” (as defined in Rule 902 under the Securities Act) or (y) any Lender that, if requested by the Borrower, is unable to certify that it can receive the type of Permitted Debt Exchange Securities being offered in connection with such Permitted Debt Exchange) of each applicable Class based on their respective aggregate principal amounts of outstanding Term Loans under each such Class;

(ii) the aggregate principal amount (which, in the case of Qualified Equity Interests, shall be disregarded in such calculation) of such Permitted Debt Exchange Securities is in an original aggregate principal amount (or accreted value, if applicable) not greater than the principal amount (or accreted value, if applicable) of the Term Loans being exchanged plus (i) the amount of all unpaid, accrued, or capitalized interest, penalties, premiums (including tender premiums) and other amounts payable with respect to the Term Loan being exchanged and (ii) underwriting discounts, fees, commissions, costs, expenses and other amounts payable (including the amount of all original issue discount) with respect to such Permitted Debt Exchange Securities;

(iii) (i) the Weighted Average Life to Maturity of such Permitted Debt Exchange Securities constituting Indebtedness is equal to or longer than the shorter of (x) the remaining Weighted Average Life to Maturity of the Term Loans being exchanged and (y) the Latest Maturity Date of the 20242025 Refinancing Term Loans and (ii) the final maturity date of such Permitted Debt Exchange Securities constituting Indebtedness may not be earlier than the earlier of (x) the final maturity date of the Term Loans being exchanged and (y) the Latest Maturity Date of the 20242025 Refinancing Term Loans;

(iv) any mandatory prepayments of Permitted Debt Exchange Securities constituting Indebtedness (x) that constitutes Pari Passu Lien Debt shall be made on a pro rata basis or less

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than pro rata basis with any corresponding mandatory prepayment set forth in Section 2.07(b) (but not greater than a pro rata basis) and (y) that constitutes Junior Lien Debt or unsecured Indebtedness shall not be made unless, to the extent required hereunder, such repayments are first made or offered to prepay the 20242025 Refinancing Term Loans and the other Pari Passu Lien Debt;

(v) such Permitted Debt Exchange Securities constituting Indebtedness shall not be incurred or Guaranteed by any Loan Party or Restricted Subsidiary other than a Loan Party or Restricted Subsidiary that was an obligor of the Term Loans being exchanged and no additional Loan Parties or Restricted Subsidiaries other than such obligors shall become liable for such Indebtedness unless also made a Guarantor hereunder or unless otherwise permitted under Section 7.03 at such time; and

(vi) if such Permitted Debt Exchange Securities constituting Indebtedness are secured by Liens on assets of a Loan Party,

(A) unless otherwise permitted under Section 7.01 at such time, such Indebtedness shall not be secured by Liens on any assets of a Loan Party that is not also subject to, or would be required to be subject to pursuant to the Loan Documents, a Lien securing the Obligations constituting Pari Passu Lien Debt or Junior Lien Debt (except (1) customary cash collateral in favor of an agent, letter of credit issuer or similar “fronting” or asset-based lender, (2) Liens on property or assets applicable only to periods after the Latest Maturity Date of the 20242025 Refinancing Term Loans at the time of incurrence, (3) any Liens on property or assets to the extent that such property or asset is also added for the benefit of the Lenders under the 20242025 Refinancing Term Loans and (4) assets of any Loan Party that secured the relevant Refinanced Indebtedness); and

(B) with respect to Pari Passu Lien Debt or Junior Lien Debt, a Debt Representative acting on behalf of the holders of such Indebtedness may (and has) become party to, or is otherwise subject to the provisions of (A) if such Indebtedness is Pari Passu Lien Debt, an Equal Priority Intercreditor Agreement as an “Additional First Lien Representative” (or similar designation) and any Junior Lien Intercreditor Agreement then in existence as a “Senior Priority Representative” (or similar designation) or (B) if such Indebtedness is Junior Lien Debt, a Junior Lien Intercreditor Agreement as a “Second Priority Representative” (or similar designation);

(vii) all Term Loans exchanged under each applicable Class by the Borrower pursuant to any Permitted Debt Exchange shall automatically be cancelled and retired by the Borrower on date of the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Assumption, or such other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which the respective Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrower for immediate cancellation), and accrued and unpaid interest on such Term Loans shall be paid to the exchanging Lenders on the date of consummation of such Permitted Debt Exchange, or, if agreed to by the Borrower and the Administrative Agent, the next scheduled Interest Payment Date with respect to such Term Loans (with such interest accruing until the date of consummation of such Permitted Debt Exchange);

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(viii) if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) of a given Class tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal amount thereof of the applicable Class actually held by it) shall exceed the maximum aggregate principal amount of Term Loans of such Class offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower shall exchange Term Loans under the relevant Class tendered by such Lenders ratably up to such maximum based on the respective principal amounts so tendered, or, if such Permitted Debt Exchange Offer shall have been made with respect to multiple Classes without specifying a maximum aggregate principal amount offered to be exchanged for each Class, and the aggregate principal amount of all Term Loans (calculated on the face amount thereof) of all Classes tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal amount thereof actually held by it) shall exceed the maximum aggregate principal amount of Term Loans of all relevant Classes offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower shall exchange Term Loans across all Classes subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the respective principal amounts so tendered;

(ix) any applicable Minimum Tender Condition or Maximum Tender Condition, as the case may be, shall be satisfied or waived by the Borrower; and

(x) notwithstanding anything to the contrary herein, no Lender shall have any obligation to agree to have any of its Loans or Commitments exchanged pursuant to any Permitted Debt Exchange Offer.

(b) With respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this ‎Section 2.19, such Permitted Debt Exchange Offer shall be made for not less than $25,000,000 in aggregate principal amount of Term Loans, provided that subject to the foregoing the Borrower may at its election specify (A) as a condition (a “Minimum Tender Condition”) to consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower’s discretion) of Term Loans of any or all applicable Classes be tendered and/or (B) as a condition (a “Maximum Tender Condition”) to consummating any such Permitted Debt Exchange that no more than a maximum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower’s discretion) of Term Loans of any or all applicable Classes will be accepted for exchange.

(c) In connection with each Permitted Debt Exchange, (i) the Borrower shall provide the Administrative Agent at least 5 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof; provided that, failure to give such notice shall in no way affect the effectiveness of any Permitted Debt Exchange consummated in accordance with this ‎Section 2.19 and (ii) the Debt Representative, in consultation with the Administrative Agent, acting reasonably, shall establish such procedures as may be necessary or advisable to accomplish the purposes of this ‎Section 2.19; provided that the terms of any Permitted Debt Exchange Offer shall provide that the date by which the relevant Lenders are required to indicate their election to participate in such Permitted Debt Exchange shall be not less than 5 Business Days following the date on which the Permitted Debt Exchange Offer is made. The Borrower shall provide the final results of such Permitted Debt Exchange to the Administrative Agent no later than 3 Business Days prior to the proposed date of effectiveness for such Permitted Debt Exchange (or such shorter period agreed to by the Administrative Agent) and the Administrative Agent shall be entitled to conclusively rely on such results.

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(d) The Borrower shall be responsible for compliance with, and hereby agrees to comply with, all applicable securities and other laws in connection with each Permitted Debt Exchange, it being understood and agreed that (i) neither the Administrative Agent nor any Lender assumes any responsibility in connection with the Borrower’s compliance with such laws in connection with any Permitted Debt Exchange and (ii) each Lender shall be solely responsible for its compliance with any applicable “insider trading” laws and regulations to which such Lender may be subject under the Exchange Act.

(e) The transactions contemplated by this Section 2.19 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Permitted Debt Exchange on such terms as may be set forth in the relevant Permitted Debt Exchange Offer) will not require the consent of any other Lender or any other Person, and the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such Permitted Debt Exchange or any other transaction contemplated by this Section 2.19 (including, to the extent applicable, the provisions of Section 2.07, Section 2.08 or Section 2.15) will not apply to any of the transactions effected pursuant to this Section 2.19.

Section 2.20 Defaulting Lenders.

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

(i) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender hereunder (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 11.09 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 each Issuing Bank and the Swing Line Lender hereunder; third, to Cash Collateralize each Issuing Bank’s and the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender with respect to outstanding Letters of Credit (in an amount equal to 101% of such Fronting Exposure) with respect to such Defaulting Lender in accordance with Section 2.20(d); fourth, as the Borrower may request (so long as no Event of Default shall have occurred and be continuing), 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 Cash Collateral Account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize each Issuing Bank’s future Fronting Exposure (in an amount equal to 101% of such future Fronting Exposure) with respect to such Defaulting Lender with respect to future Letters of Credit or Swing Line Loans, as applicable, issued under this Agreement, in accordance with Section 2.20(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank 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 Event of Default shall have occurred and be continuing, 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 directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or Reimbursement

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Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Reimbursement Obligations owed to, all Non-Defaulting Lenders who have made such Loans on a pro rata basis prior to being applied to the payment of any Loans of, or Reimbursement Obligations owed to, such Defaulting Lender until such time as all Loans of the applicable Class and, if such payment is made under the Revolving Facility, funded and unfunded participations in Letters of Credit and the Swing Line Loans are held by the Lenders pro rata in accordance with the applicable Commitments without giving effect to Section 2.20(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.20(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(ii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.11(b) for any period during which that Lender is a Defaulting Lender; provided such Defaulting Lender shall be entitled to receive fees pursuant to Section 2.11(b)(ii) for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the Stated Amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.04.

(B) With respect to any fees under Section 2.11(b) and not required to be paid to any Defaulting Lender pursuant to clause (A) above, the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iii) below, (2) pay to each Issuing Bank the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

(iii) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit or Swing Line Loans shall be reallocated among the Non-Defaulting Lenders with Revolving Commitments in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (A) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (B) such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 11.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

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(iv) Cash Collateral. If the reallocation described in clause (iii) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, first, prepay Swing Line Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and second, Cash Collateralize Issuing Bank’s Fronting Exposure (in an amount equal to 101% of the maximum Stated Amount of all outstanding Letters of Credit) in accordance with the procedures set forth in Section 2.04.

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent and, with respect to any Defaulting Lender with Revolving Commitments, the Swing Line Lender and each Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the applicable Class of the other Lenders in respect of which it has defaulted or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans of any Class and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held pro rata by the Lenders in accordance with the applicable Term Loan Commitments under which the applicable Term Loans are incurred or Revolving Commitments, as applicable (without giving effect to clause (a)(iii) above) whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower, while that Lender was a Defaulting Lender; provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

(c) New Swing Line Loans/Letters of Credit. So long as any Revolving Lender is a Defaulting Lender, (A) no Swing Line Lender shall be required to issue, extend or amend any Swing Line Loan unless it is satisfied that it will have no Fronting Exposure after giving effect thereto and (B) no Issuing Bank shall be required to issue, extend or amend any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

(d) Cash Collateral. At any time that there shall exist a Defaulting Lender and Section 2.20(a)(iv) is applicable, within 1 Business Day following the written request of the Administrative Agent, any Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the applicable Issuing Bank’s Fronting Exposure, with respect to such Defaulting Lender (determined after giving effect to clause (a)(iii) above and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(i) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Revolving Lenders, (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit and Swing Line Loans, to be applied pursuant to clause (ii) below. If at any time the Administrative Agent determines that the Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent, the Issuing Banks or the Revolving Lenders as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, 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 (after giving effect to any Cash Collateral provided by the Defaulting Lender).

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(ii) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.20 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iii) Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Bank’s or the Swing Line Lender’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.20 following (A) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender) or (B) the determination by the Administrative Agent, the applicable Issuing Bank or the Swing Line Lender, as the case may be, that there exists excess Cash Collateral; provided that, subject to the other provisions of this Section 2.20, the Person providing Cash Collateral and the applicable Issuing Bank may agree that the Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; provided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Section 2.21 Currency Equivalents.

(a) The Administrative Agent shall determine the Dollar Amount of each Revolving Loan denominated in an Alternative Currency and Letter of Credit Obligation in respect of Letters of Credit denominated in an Alternative Currency on each Revaluation Date. Each such determination shall be based on the Exchange Rate as of such date.

(b) If after giving effect to any such determination of the Dollar Amount, the Total Utilization of Revolving Commitments exceeds the aggregate amount of Revolving Commitments then in effect, the Borrower shall, within 5 Business Days of receipt of notice thereof from the Administrative Agent setting forth such calculation in reasonable detail, prepay the applicable Revolving Loans under the Revolving Facility or take other action as the Administrative Agent, in its discretion, may direct (including to Cash Collateralize the applicable Letter of Credit Obligations) to the extent necessary to eliminate any such excess.

Section 2.22 Judgment Currency.

(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of the Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Borrower as a separate obligation and notwithstanding any such judgment, agrees to indemnify the

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Applicable Creditor against such loss. The obligations of the Borrower contained in this Section shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

Article III
Taxes, Increased Costs Protection and Illegality

Section 3.01 Taxes.

(a) Except as required by Law, any and all payments by the Borrower or any Guarantor to or for the account of any Recipient under any Loan Document shall be made free and clear of and without deduction or withholding for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges imposed by any Governmental Authority, and all liabilities (including additions to tax, penalties and interest) with respect thereto (“Taxes”). The following shall be “Excluded Taxes”: with respect to each Recipient of any payment to be made by or on account of any obligation of the Borrower or any other Loan Party hereunder, (i) taxes imposed on or measured by net income (however denominated, and including branch profits and similar taxes), and franchise or similar taxes, in each case, that are imposed by the jurisdiction under the laws of which it is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (ii) Other Connection Taxes, (iii) any U.S. federal withholding taxes imposed on amounts payable to or for the account of a Recipient with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (A) such Recipient acquires such interest in the Loan or Commitment, other than pursuant to an assignment request by the Borrower under Section 3.07, or (B) such Lender changes its Lending Office (other than at the written request of the Borrower to change such Lending Office), except in each case to the extent that pursuant to Section 3.01, amounts with respect to such taxes were payable to such Recipient’s assignor immediately before such Recipient became a party hereto, or to such Lender immediately before it changed its Lending Office, (iv) any taxes imposed as a result of the failure of any Recipient to comply with the applicable provisions of Sections 3.01(b), 3.01(c), 3.01(d) and 3.01(e), (v) any taxes imposed under FATCA and (vi) additions to tax, penalties and interest on the foregoing amounts in clauses (i) through (v). If any Withholding Agent is required under applicable Law (as determined in the good faith discretion of the applicable Withholding Agent) to deduct or withhold any Taxes (as defined above) from or in respect of any sum payable under any Loan Document to any Recipient, (i) except in the case of Excluded Taxes, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 3.01(a)), the applicable Recipient receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the applicable Withholding Agent shall make such deductions and withholdings, (iii) the applicable Withholding Agent shall pay the full amount deducted or withheld to the relevant taxing authority, and (iv) as soon as practicable after the date of any such payment made by the Borrower or a Guarantor, the Borrower or applicable Guarantor shall furnish to such Recipient the original or a facsimile copy of a

Article IAmendments

Article IIEstablishment of Refinancing Term Loans

Section 2.3. The 2025 Refinancing Term Loans shall be subject to the provisions of the Amended Credit Agreement and the other Loan Documents.

Article IIIConditions to Effectiveness

Section 3.1. Effective Date. This Amendment shall become effective on the date (the “Amendment No. 6 Effective Date”) on which:

Article IVReaffirmation

Article VMiscellaneous

Section 5.3. Waiver of Right to Trial by Jury. SECTION 11.16 OF THE CREDIT AGREEMENT IS INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS.

Section 5.4. Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

Section 5.8. Amendments. No amendment or waiver of any provision of this Amendment shall be effective unless in writing signed by each party hereto and as otherwise required by Section 11.01 of the Credit Agreement.

Article I
Amendments

Article II
Establishment of Refinancing Term Loans

Article III
Conditions to Effectiveness

Article IV
Reaffirmation

Article V
Miscellaneous

KinderCare Learning Companies, Inc. 8-K