Adtalem Global Education (ATGE) 8-KCreation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

EXECUTION VERSION

Exhibit 4.1

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AMENDMENT NO. 3 TO CREDIT AGREEMENT

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This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Agreement”), dated as of August 21, 2024, is made by and among Adtalem Global Education Inc., a Delaware corporation (the “Borrower”), the Loan Parties party hereto, Morgan Stanley Senior Funding, Inc. (“MSSF”), as Administrative Agent under the Existing Credit Agreement (as defined below), and the 2024 Second Repricing Term Lender (as defined below).

PRELIMINARY STATEMENTS:

(1)The Borrower, the Lenders party thereto from time to time and MSSF, as Administrative Agent and Collateral Agent, are party to that certain Credit Agreement, dated as of August 12, 2021 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of June 27, 2023, and that certain Amendment No. 2 to Credit Agreement, dated as of January 26, 2024, and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”).

(2)The Borrower has requested that the 2024 Second Repricing Term Lender (as defined below) provide 2024 Second Repricing Term Loans (as defined below) in an aggregate principal amount of $253,333,000.00, as a Refinancing Term Loan (as defined in the Existing Credit Agreement) in accordance with Section 2.21 of the Existing Credit Agreement.

(3) On the Amendment No. 3 Effective Date (as defined below), the financial institution that executes and delivers this Agreement as the 2024 Second Repricing Term Lender will make 2024 Second Repricing Term Loans to the Borrower in an aggregate principal amount equal to its 2024 Second Repricing Term Loan Commitment (as defined below), the proceeds of which will be used by the Borrower to repay in full the aggregate principal amount of Existing Term Loans (as defined below) and any accrued and unpaid interest thereon outstanding immediately prior to the Amendment No. 3 Effective Date.

(4) With respect to this Agreement, MSSF and MUFG Bank, Ltd. will act as joint lead arrangers, and MSSF will act as the sole bookrunner (MSSF, in such capacities, the “Refinancing Arranger”).

(5)Each Existing Term Lender (as defined below) that executes and delivers a consent in the form of the Lender New Commitment attached to the Election Notice Memorandum (as defined in the Cashless Roll Letter (as defined below)) (a “Lender Consent”) will be deemed (i) to have agreed to the terms of this Agreement and the Amended Credit Agreement (as defined below), (ii) to have agreed to exchange (as further described in the applicable Lender Consent), upon the Amendment No. 3 Effective Date, the Allocated Amount (as defined in the Cashless Settlement of Existing Term Loans Letter, dated as of August 21, 2024 (the “Cashless Roll Letter”), by and among the Borrower, the 2024 Second Repricing Term Lender and the Administrative Agent) of its Existing Term Loans for 2024 Second Repricing Term Loans in an equal principal amount, which will be effectuated either by exercising a cashless exchange option or through a cash settlement option selected by such Existing Term Lender in its Lender Consent and (iii) to have waived the rights to any breakage costs that would have otherwise been payable by the Borrower under Section 2.16 of the Existing Credit Agreement as a result of the refinancing of the 2024 Repricing Term Loans as contemplated hereby.

(6)The Administrative Agent, the Borrower, the other Loan Parties party hereto and the 2024 Second Repricing Term Lender party hereto desire to memorialize the terms of this Agreement and to make certain other changes set forth herein and in the Amended Credit Agreement by amending, in accordance with Section 10.08 of the Existing Credit Agreement, the Existing Credit Agreement as set forth below.

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

Defined Terms.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement.  In addition, as used in this Agreement, the following terms have the meanings specified:

“Existing Term Lender” shall mean each Lender with Existing Term Loans outstanding immediately prior to the Amendment No. 3 Effective Date.

“Existing Term Loans” shall mean the Term Loans outstanding under the Existing Credit Agreement immediately prior to the Amendment No. 3 Effective Date.

“2024 Second Repricing Term Lender” shall mean the financial institution set forth on Schedule 1 hereto with a 2024 Second Repricing Term Loan Commitment on the Amendment No. 3 Effective Date.

“2024 Second Repricing Term Loan” shall mean a Term Loan that is made pursuant to Section 2 of this Agreement.

“2024 Second Repricing Term Loan Commitment” shall mean, with respect to the 2024 Second Repricing Term Lender, the Commitment of the 2024 Second Repricing Term Lender to make 2024 Second Repricing Term Loans to the Borrower on the Amendment No. 3 Effective Date.  The amount of the 2024 Second Repricing Term Lender’s 2024 Second Repricing Term Loan Commitment as of the Amendment No. 3 Effective Date is set forth on Schedule 1 hereto (it being understood that certain Lenders who hold Existing Term Loans (the “Converting Lenders”) may agree to convert, exchange or “cashless roll” all or a portion of their Existing Term Loans to or for 2024 Second Repricing Term Loans).  The aggregate amount of the 2024 Second Repricing Term Loan Commitments as of the Amendment No. 3 Effective date is $253,333,000.00.

2024 Second Repricing Term Loans. Subject to the terms and conditions set forth herein, the 2024 Second Repricing Term Lender agrees to make 2024 Second Repricing Term Loans to the Borrower on the Amendment No. 3 Effective Date in an aggregate principal amount equal to its 2024 Second Repricing Term Loan Commitment, with an initial interest period ending on August 31, 2024. The 2024 Second Repricing Term Loan Commitments shall automatically terminate upon the earlier of (i) the 2024 Second Repricing Term Lender making the 2024 Second Repricing Term Loans to the Borrower and (ii) 5:00 p.m., New York City time (or such later time as may be reasonably determined by the Administrative Agent), on the Amendment No. 3 Effective Date.  2024 Second Repricing Term Loans borrowed under this Section 2 and subsequently repaid or prepaid may not be reborrowed

Requests for 2024 Second Repricing Term Loans.  To request a Borrowing of 2024 Second Repricing Term Loans on the Amendment No. 3 Effective Date, the Borrower shall notify the Administrative Agent of such request in writing not later than 1:00 p.m. (or such later time on such

Business Day as may be reasonably acceptable to the Administrative Agent), New York City time, three (3) Business Days prior to the Amendment No. 3 Effective Date.

Representations and Warranties.  Each Loan Party represents and warrants that:

it has the corporate or other organizational power and authority to execute, deliver and perform this Agreement and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement;

it has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid and binding agreement of it in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) and similar principles, rights and defenses under the laws of the relevant jurisdiction; and

the representations and warranties made by each Loan Party set forth in Article III of the Existing Credit Agreement or in any other Loan Document are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Amendment No. 3 Effective Date with the same effect as though made on and as of such date, except to the extent such representation or warranty expressly relates to an earlier date in which case such representations and warranties are true and correct in all material respects as of (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date.

Conditions to Effectiveness on the Amendment No. 3 Effective Date.  This Agreement, and the Commitments of the 2024 Second Repricing Term Lender to make 2024 Second Repricing Term Loans, shall become effective on and as of the first Business Day (such date, the “Amendment No. 3 Effective Date”) on which the following conditions shall have been satisfied:

the Administrative Agent (or its counsel) shall have received counterparts of this Agreement, duly executed and delivered by (i) the Administrative Agent, (ii) the 2024 Second Repricing Term Lender and (iii) the Borrower and each Guarantor;

the Administrative Agent shall have received a Borrowing Request as set forth in Section 3 above and setting forth the information required by Section 2.03 of the Existing Credit Agreement;

the Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the 2023 Second Repricing Term Lender, a customary opinion of (i) Skadden, Arps, Slate, Meager & Flom LLP, special New York and Delaware counsel for the Loan Parties and (ii) in-house counsel of the Loan Parties serving as General Counsel or Corporate Secretary, in each case, dated as of the Amendment No. 3 Effective Date, addressed to the Agents and the 2024 Second Repricing Term Lender in form and substance substantially consistent with those delivered in connection with Amendment No. 2 or otherwise reasonably acceptable to the Administrative Agent;

no Default or Event of Default shall have occurred and be continuing as of the Amendment No. 3 Effective Date or immediately after giving effect to the transactions contemplated herein;

each of the representations and warranties set forth in Section 4 of this Agreement shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Amendment No. 3 Effective Date;

the Administrative Agent shall have received a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Loan Party, dated the Amendment No. 3 Effective Date, certifying (i) that either (1) attached thereto is a true and complete copy of the organizational documents of such Loan Party and, with respect to the articles or certificate of incorporation or organization (or similar document) certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, or (2) the organizational documents of such Loan Party, copies of which were previously delivered and certified to the Administrative Agent in connection with the incurrence of the 2024 Repricing Term Loans and the Term B Loans funded on the Closing Date, as applicable, remain in full force and effect and have not been modified or amended in any manner since the delivery thereof, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 3 Effective Date, and (iii) either (1) as to the incumbency and specimen signature of each officer or authorized person executing this Agreement or any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer or authorized person as to the incumbency and specimen signature of the officer or authorized person executing the certificate in this clause (f)) or (2) that the officers of such Loan Party that have been previously certified to the Administrative Agent in connection with the incurrence of the 2024 Repricing Term Loans remain so authorized and continue to hold the offices previously identified;

the Administrative Agent shall have received a certificate dated the Amendment No. 3 Effective Date and signed by a Responsible Officer of the Borrower, confirming that the conditions set forth in Sections 5(d) and (e) of this Agreement have been satisfied;

the 2024 Second Repricing Term Lender, the Refinancing Arranger and the Administrative Agent shall have received the fees in the amounts previously agreed in writing by the Borrower and the 2024 Second Repricing Term Lender, the Refinancing Arranger and/or the Administrative Agent, as applicable, due and payable to them on or prior to the Amendment No. 3 Effective Date, including, to the extent invoiced, reimbursement for all reasonable and documented out-of-pocket costs and expenses required to be paid or reimbursed under Section 10.05 of the Existing Credit Agreement for which invoices have been received by the Borrower at least three (3) Business Days (or such shorter period as reasonably acceptable to the Borrower) in advance of the Amendment No. 3 Effective Date;

the Administrative Agent shall have received a notice of prepayment with respect to the Existing Term Loans at least three (3) Business Days prior to the Amendment No. 3 Effective Date;

the Borrower shall have paid to the Administrative Agent, for the ratable account of each Existing Term Lender immediately prior to the Amendment No. 3 Effective Date, simultaneously with the making of the 2024 Second Repricing Term Loans, all accrued and unpaid interest and, to the extent required to be paid by the Loan Parties under the Loan Documents, fees and other amounts accrued and unpaid on the Existing Term Loans to, but not including, the Amendment

No. 3 Effective Date, and substantially simultaneously with the borrowing of the 2024 Second Repricing Term Loans, the Existing Term Loans shall be paid in full; and

so long as reasonably requested in writing by the Administrative Agent or any of the Refinancing Arranger at least ten (10) Business Days prior to the Amendment No. 3 Effective Date, the Administrative Agent and the Refinancing Arranger shall have received prior to the Amendment No. 3 Effective Date, all documentation and other information with respect to the Loan Parties that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation.

Reaffirmation. By signing this Agreement, the Borrower and each Loan Party party hereto hereby confirms that the obligations of the Loan Parties under the Credit Agreement as modified or supplemented hereby and the other Loan Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Documents and the other Loan Documents, (ii) notwithstanding the effectiveness of the terms hereof, the Security Documents and the other Loan Documents, are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects.  Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Collateral Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations as modified hereby, subject to Section 5.10 of the Credit Agreement. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (which, for the avoidance of doubt, include the Obligations in respect of the 2024 Second Repricing Term Loans incurred under this Agreement) of the Loan Parties under the Loan Documents, in each case, as amended by this Agreement.

Amendments to Existing Credit Agreement. Immediately after the funding of the 2024 Second Repricing Term Loans on the Amendment No. 3 Effective Date pursuant to Section 5 hereof, the Existing Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on Exhibit A hereto (the Existing Credit Agreement, as so amended, the “Amended Credit Agreement”).

Reference to and Effect on the Loan Documents.  i) On and after the Amendment No. 3 Effective Date, each reference in the Amended Credit Agreement to “hereunder”, “hereof”, “Agreement”, “this Agreement” or words of like import and each reference in the other Loan Documents to “Credit Agreement”, “Credit Agreement”, “thereunder”, “thereof” or words of like import shall, unless the context otherwise requires, mean and be a reference to the Amended Credit Agreement. From and after the Amendment No. 3 Effective Date, this Agreement shall be a Loan Document under the Existing Credit Agreement and the Amended Credit Agreement.

The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

The 2024 Second Repricing Term Lender shall constitute a “Lender” and the 2024 Second Repricing Term Loans shall constitute “2024 Second Repricing Term Loans”, “Term Loans” and “Loans” and the “2024 Second Repricing Term Loan Commitment” shall constitute a “Term Facility Commitment” and a “Commitment”, in each case, for all purposes of the Amended Credit Agreement and

the other Loan Documents. The 2024 Second Repricing Term Loans shall be on the terms contemplated hereby and by the Amended Credit Agreement and shall constitute a single Class of Term Loans under the Amended Credit Agreement in accordance with the terms thereof.

Execution in Counterparts; Electronic Execution. This Agreement 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 Agreement by telecopier or other electronic transmission (PDF or TIFF format) shall be effective as delivery of a manually executed counterpart of this Agreement. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Agreement. Each of the parties hereto represents and warrants to the other parties hereto that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in such party’s constitutive documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall 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 Requirements of 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.

Amendments; Headings; Severability. This Agreement may not be amended nor may any provision hereof be waived except in accordance with Section 10.08 of the Amended Credit Agreement.  The Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting this Agreement.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.  The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Governing Law; Jurisdiction.  This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction. Each party agrees that the terms and provisions of Section 10.15 the Existing Credit Agreement are incorporated by reference herein and apply mutatis mutandis to all of the activities in connection with this Agreement and each party hereto shall be bound thereby with respect to this Agreement, the performance of services hereunder and the transactions contemplated hereby.

WAIVER OF JURY TRIAL.  Section 10.11 of the Existing Credit Agreement is hereby incorporated mutatis mutandis.

No Novation.  This Agreement shall not extinguish any obligations for the payment of money outstanding under the Existing Credit Agreement other than the Existing Term Loans, or discharge or release the Lien or priority of any Security Document or any other security therefor, and nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except, in each case, to the extent modified hereby or by instruments executed concurrently herewith and except to the extent repaid as provided herein.  Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Parties under any Loan Document from any of its obligations and liabilities as a borrower, guarantor or pledgor under any of the Loan Documents, other than with respect to the obligations in respect of the Existing Term Loans as set forth herein.

Notices.  All notices hereunder shall be given in accordance with the provisions of Section 10.01 of the Amended Credit Agreement.

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

ADTALEM GLOBAL EDUCATION INC., as Borrower

By:/s/Robert J. Phelan​ ​
Name: Robert J. Phelan
Title:Senior Vice President and Chief
Financial Officer

CHAMBERLAIN COLLEGE OF NURSING AND HEALTH SCIENCES, LLC., as a Guarantor

By:/s/Keith Borchers​ ​
Name:Keith Borchers
Title:Vice President and Chief
Financial Officer

CHAMBERLAIN UNIVERSITY LLC, as a Guarantor

By:/s/Keith Borchers​ ​
Name:Keith Borchers
Title:Vice President and Chief
Financial Officer

ADTALEM GLOBAL HEALTH, INC., as a Guarantor

By:/s/Robert J. Phelan​ ​
Name:Robert J. Phelan
Title:Vice President and Chief
Financial Officer

ROSS UNIVERSITY SERVICES, INC., as a Guarantor

By:/s/Manjunath Gangadharan​ ​
Name:Manjunath Gangadharan
Title:Treasurer

INTERNATIONAL EDUCATION HOLDINGS, INC., as a Guarantor

By:/s/Manjunath Gangadharan​ ​
Name:Manjunath Gangadharan
Title:Treasurer

WALDEN E-LEARNING, LLC, as a Guarantor

By:/s/Robert J. Phelan​ ​
Name:Robert J. Phelan
Title:Vice President and Chief
Financial Officer

WALDEN UNIVERSITY, LLC, as a Guarantor

By:/s/Roger McKinney​ ​
Name:Roger McKinney
Title:Vice President and Chief
Financial Officer

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ADTALEM CANADA LLC, as a Guarantor

By: ADTALEM GLOBAL EDUCATION INC., as its sole member

By:/s/Robert J. Phelan​ ​
Name: Robert J. Phelan
Title:Senior Vice President and Chief
Financial Officer

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MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent

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By: /s/ Constantine N. Darras____​ ​

Name: Constantine N. Darras

Title: Authorized Signatory

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Morgan Stanley bank, n.a.,
as the 2024 Second Repricing Term Lender

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By: /s/ Constantine N. Darras____​ ​

Name: Constantine N. Darras

Title: Authorized Signatory

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SCHEDULE 1

2024 Second Repricing Term Loan Commitments

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EXHIBIT A

Amended Credit Agreement

[See attached.]

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TABLE OF CONTENTS

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Article I
Definitions

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Article II
The Credits

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Article III
Representations and Warranties

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Article IV
Conditions of Lending

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Article V
Affirmative Covenants

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Section 5.01 Existence; Business and Properties	136142
Section 5.02 Insurance	137143
Section 5.03 Taxes	137143
Section 5.04 Financial Statements, Reports, etc.	137144
Section 5.05 Litigation and Other Notices	139146
Section 5.06 Compliance with Laws	140146
Section 5.07 Maintaining Records; Access to Properties and Inspections	140146
Section 5.08 Use of Proceeds	140147
Section 5.09 Compliance with Environmental Laws	140147
Section 5.10 Further Assurances; Additional Security	141147

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Article VI
Negative Covenants

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Article VII
[RESERVED]

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Article VIII
Events of Default

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Section 8.01 Events of Default	​	171179
Section 8.02 Treatment of Certain Payments	​	174182

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Article IX
The Agents

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Article X
Miscellaneous

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Exhibits and Schedules

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Schedule 3.21Insurance

Schedule 3.23Intellectual Property

Schedule 3.26Certain Regulatory Matters Schedule 5.10Post-Closing Items Schedule 6.01Indebtedness

Schedule 6.02(a)Liens

Schedule 6.04Investments

Schedule 6.07Transactions with Affiliates Schedule 10.01Notice Information

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SOFR in effect for such Interest Period plus (b) the Term SOFR Adjustment; provided that if the Adjusted Term SOFR Rate as so determined would be less than (x) 0.75% with respect to Term SOFR Term Loans, such rate shall be deemed to be equal to 0.75% for purposes of this Agreement and (y) 0.00% with respect to Term SOFR Revolving Loans, such rate shall be deemed to be equal to 0.00% for purposes of this Agreement.

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“Adjustment Date” shall have the meaning assigned to such term in the definition of “Pricing Grid”.

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“Administrative Agent” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

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“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.12(c).

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“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit B or such other form supplied by the Administrative Agent.

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

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“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

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“Agents” shall mean the Administrative Agent and the Collateral Agent.

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“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Agreement Currency” shall have the meaning assigned to such term in Section 10.19. “All-in Yield” shall mean, as to any Loans (or Pari Term Loans, if applicable), the yield

thereon payable to all Lenders (or other lenders, as applicable) providing such Loans (or Pari Term Loans, if applicable) in the primary syndication thereof, as reasonably determined by the Administrative Agent, whether in the form of interest rate, margin, original issue discount, up-front fees, rate floors or otherwise; provided that original issue discount and up-front fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the life of such Loans (or Pari Term Loans, if applicable)); and provided, further, that “All-in Yield” shall not include arrangement, commitment, underwriting, structuring or similar fees paid to arrangers for such Loans (or Pari Term Loans, if applicable) and customary consent fees for an amendment paid generally to consenting lenders.

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“Alternate Currency” shall mean (i) with respect to any Letter of Credit, Canadian Dollars, Euros, Pound Sterling and Australian Dollars and any other currency other than Dollars as may be acceptable to the Administrative Agent and the Issuing Bank with respect thereto in their sole discretion and (ii) with respect to any Revolving Facility Loan, Canadian Dollars,

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“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark 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 (y) 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 clause (d) of Section 2.14.

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“Available Unused Commitment” shall mean, with respect to a Revolving Facility Lender under any Class of Revolving Facility Commitments at any time, an amount equal to the amount by which (a) the applicable Revolving Facility Commitment of such Revolving Facility Lender at such time exceeds (b) the applicable Revolving Facility Credit Exposure of such Revolving Facility Lender at such time.

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

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“Bail-In Legislation” shall mean (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).

“Bank Guarantees” shall have the meaning assigned to such term in Section 2.05(a). “BBSY” shall mean, with respect to any Alternate Currency Borrowing denominated in

Australian dollars, the rate per annum equal to the greater of (x) the Bank Bill Swap Reference Bid Rate, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the Rate Determination Date with a term equivalent to such Interest Period, and (y) 0.0%.

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“BBSY Borrowing” shall mean, as to any Borrowing, the BBSY Loans comprising such Borrowing.

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“BBSY Loan” shall mean a Loan that bears interest at a rate based on BBSY.

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“Below Threshold Asset Sale Proceeds” shall have the meaning assigned to such term in the definition of the term “Cumulative Credit”.

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“Benchmark” shall mean, initially, with respect to any Term SOFR Loan, Eurocurrency Loan, Alternate Currency Loan or RFR Loan, the applicable Relevant Rate for Dollars or such Alternate Currency; provided that, if a Benchmark Transition Event and the Benchmark Replacement Date with respect thereto have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for Dollars or such Alternate Currency, then “Benchmark” shall mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of Section 2.14.

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“Benchmark Replacement” shall mean, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Alternate Currency, “Benchmark Replacement” shall mean the alternative set forth in (2) below:

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If at any time the Benchmark Replacement as determined pursuant to clause (1) or (2) of this definition would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated or Alternate Currency syndicated credit facilities, as applicable, at such time.

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“Benchmark Replacement Conforming Changes” shall mean, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S.

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Government Securities Business Day,” the definition of “Interest Period,” the definition of “Term SOFR,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark 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 that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

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“Benchmark Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark:

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For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

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the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, the central bank for the Alternate Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), 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

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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).

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“Benchmark Unavailability Period” shall mean, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses

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

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

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“Benefit Plan” shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” shall have the meaning assigned to such term in Section 10.25. “Board” shall mean the Board of Governors of the Federal Reserve System of the United

States of America.

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“Board of Directors” shall mean, as to any person, the board of directors or other governing body of such person, or if such person is owned or managed by a single entity, the board of directors or other governing body of such entity.

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“Borrower” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Borrower Materials” shall have the meaning assigned to such term in Section 10.17. “Borrowing” shall mean a group of Loans of a single Type under a single Facility, and

made on a single date and, in the case of Term SOFR Loans, Eurocurrency Loans and Alternate Currency Loans, as to which a single Interest Period is in effect.

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“Borrowing Minimum” shall mean (a) in the case of Term SOFR Loans, Eurocurrency Loans, Alternate Currency Loans and RFR Loans, $1,000,000, (b) in the case of ABR Loans,

$1,000,000 and (c) in the case of Swingline Loans, $500,000.

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“Borrowing Multiple” shall mean (a) in the case of Term SOFR Loans, Eurocurrency Loans, Alternate Currency Loans and RFR Loans, $500,000, (b) in the case of ABR Loans,

$250,000 and (c) in the case of Swingline Loans, $250,000.

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“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit D-1.

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“Budget” shall have the meaning assigned to such term in Section 5.04(e).

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“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that:

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rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

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“Canadian Dollars” shall mean lawful money of Canada.

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“Canadian Dollar Swingline Loans” has the meaning assigned to such term in Section 2.04(b).

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“Canadian Prime Rate” shall mean, at any time, the rate of interest per annum equal to the greater of: (a) the rate which the principal office of the Administrative Agent in Toronto, Ontario, Canada then quotes, publishes and refers to as its “prime rate” and which is its reference rate of interest for loans in Canadian Dollars made in Canada to commercial borrowers, and (b) the sum of (i) the average of the rates per annum for Canadian Dollar bankers’ acceptances having a term of one month that appears on the Reuters Screen CDOR Page at 10:00 a.m. (Toronto time) on the date of determination, as reported by the Administrative Agent (and if such screen is not available, any successor or similar service as may be selected by the Administrative Agent) and (ii) 1.00%.

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“Capital Expenditures” shall mean, for any person in respect of any period, the aggregate of all expenditures incurred by such person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the statement of cash flows of such person.

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“Capitalized Lease Obligations” shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that obligations of the Borrower or its Subsidiaries, or of a special purpose or other entity not consolidated with the Borrower and its Subsidiaries, either existing on the Closing Date or created thereafter that (a) initially were not included on the consolidated balance sheet of the Borrower as capital lease obligations and were subsequently recharacterized as capital lease obligations or, in the case of such a special purpose or other entity becoming consolidated with the Borrower and its Subsidiaries were required to be characterized as capital lease obligations upon such consideration, in either case, due to a change in accounting treatment or otherwise, or (b) did not exist on the Closing Date and were required to be characterized as capital lease obligations but would not have been required to be treated as capital lease obligations on the Closing Date had they existed at that time, shall for all purposes not be treated as Capitalized Lease Obligations or Indebtedness; provided, further, that all obligations of any person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purposes of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as Capitalized Lease Obligations in the financial statements to be delivered pursuant to Section 5.04.

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

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

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“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Collateral Agent, for the benefit of one or more of the Issuing Banks or Lenders, as collateral for Revolving L/C Exposure or obligations of the Lenders to fund participations in respect of Revolving L/C Exposure, cash or deposit account balances or, if the Collateral Agent and each Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent and each applicable Issuing Bank. “Cash Collateral”, “Cash Collateralized” and “Cash Collateralization” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

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“Cash Interest Expense” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, Interest Expense for such period, less the sum of, without duplication, (a) pay-in-kind Interest Expense and other non-cash Interest Expense (including as a result of the effects of purchase accounting), (b) to the extent included in Interest Expense, the amortization of any financing fees paid by, or on behalf of, the Borrower or any Subsidiary, including such fees paid in connection with the Transactions or upon entering into a Permitted Receivables Financing, and (c) the amortization of debt discounts, if any, or fees in respect of Hedging Agreements; provided that Cash Interest Expense shall exclude any one time financing fees, including those paid in connection with the Transactions, or upon entering into a Permitted Receivables Financing or any amendment of this Agreement.

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“Cash Management Agreement” shall mean any agreement to provide to the Borrower or any Subsidiary cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services.

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“Cash Management Bank” shall mean any person that, at the time it enters into a Cash Management Agreement (or on the Closing Date), is an Agent, an Arranger, a Lender or an Affiliate of any such person, in each case, in its capacity as a party to such Cash Management Agreement.

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“Casualty Event” shall mean any event that gives rise to the receipt by the Borrower or any of its Subsidiaries of any insurance proceeds or condemnation awards in respect of any

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equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

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“CDOR Rate” shall mean, with respect to any Alternate Currency Borrowing denominated in Canadian dollars, the rate per annum equal to the greater of (x) the Canadian Dollar Offered Rate, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the first day of such Interest Period (or if such day is not a Business Day, then on the immediately preceding Business Day) with a term equivalent to such Interest Period, and (y) 0.0%.

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“Central Bank Rate” shall mean, (A) the greater of (i) for any Loan denominated in (a) Pound Sterling, the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, and (b) any other Alternate Currency determined after the Closing Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion and (ii) 0.00%; plus (B) the applicable Central Bank Rate Adjustment.

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“Central Bank Rate Adjustment” shall mean for any day, for any Loan denominated in (a) Pound Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of SONIA for the five most recent RFR Business Days preceding such day for which SONIA was available (excluding, from such averaging, the highest and the lowest SONIA applicable during such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Pound Sterling in effect on the last RFR Business Day in such period and (b) any other Alternate Currency determined after the Closing Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term.

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“CFC” shall mean a “controlled foreign corporation” within the meaning of section 957(a) of the Code.

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A “Change in Control” shall be deemed to occur if:

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“Class Loans” shall have the meaning assigned to such term in Section 10.08(f). “Closing Date” shall mean August 12, 2021.

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

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“Collateral” shall mean all the “Collateral” as defined in any Security Document and shall also include the Mortgaged Properties and all other property that is subject to any Lien in favor of the Administrative Agent, the Collateral Agent or any Subagent for the benefit of the Lenders pursuant to any Security Document.

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“Collateral Agent” shall mean Morgan Stanley Senior Funding, Inc., acting as collateral agent for the Secured Parties and any successor entity acting in such capacity.

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“Collateral Agreement” shall mean the Credit Agreement Collateral Agreement, dated as of the date hereof as amended, restated, supplemented or otherwise modified from time to time, among the Borrower, each Subsidiary Loan Party party thereto and the Collateral Agent.

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“Collateral and Guarantee Requirement” shall mean the requirement that (in each case subject to Sections 5.10(d), (e) and (g) and Schedule 5.10):

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(ii) from each Subsidiary Loan Party, a counterpart of the Guarantee Agreement, in each case duly executed and delivered on behalf of such person;

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Agent may reasonably request, in form and substance reasonably acceptable to the Applicable Collateral Agent, (iii) with respect to each such Mortgaged Property, the Flood Documentation and (iv) such other documents as the Applicable Collateral Agent may reasonably request with respect to any such Mortgage or Mortgaged Property;

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“Commitment Fee” shall have the meaning assigned to such term in Section 2.12(a). “Commitments” shall mean (a) with respect to any Lender, such Lender’s Revolving

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Lender, its Swingline Commitment (it being understood that a Swingline Commitment does not increase the applicable Swingline Lender’s Revolving Facility Commitment).

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“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

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

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“Consolidated Debt” at any date shall mean the sum of (without duplication) all Indebtedness (other than letters of credit or bank guarantees, to the extent undrawn) consisting of Capitalized Lease Obligations, Indebtedness for borrowed money, purchase money Indebtedness, surety bonds to the extent such surety bonds exceed $85,000,000 and any guarantees with respect to any of the foregoing of the Borrower and its Subsidiaries determined on a consolidated basis on such date in accordance with GAAP.

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“Consolidated Net Income” shall mean, with respect to any person for any period, the aggregate of the Net Income of such person and its subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication,

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(B) amounts estimated in good faith to be received from insurance in respect of lost revenues or earnings in respect of liability or casualty events or business interruption shall be included (with a deduction for amounts actually received up to such estimated amount to the extent included in Net Income in a future period), and

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“Consolidated Total Assets” shall mean, as of any date of determination, the total assets of the Borrower and its consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP, as set forth on the consolidated balance sheet of the Borrower as of the last day of the fiscal quarter most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) or 5.04(b), as applicable, calculated on a Pro Forma Basis after giving effect to any acquisition or Disposition of a person or assets that may have occurred on or after the last day of such fiscal quarter.

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“Continuing Letter of Credit” shall have the meaning assigned to such term in Section 2.05(k).

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“Control” shall mean 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 ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto.

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

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“Covered Entity” shall have the meaning assigned to such term in Section 10.25. “Covered Party” shall have the meaning assigned to such term in Section 10.25. “Credit Event” shall have the meaning assigned to such term in Article IV.

“Cumulative Credit” shall mean, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

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“Current Assets” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis at any date of determination, the sum of (a) all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits, and (b) in the event that a Permitted Receivables Financing is accounted for off balance sheet, (x) gross accounts receivable comprising part of the Receivables Assets subject to such Permitted Receivables Financing less (y) collections against the amounts sold pursuant to clause (x).

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“Current Liabilities” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Interest Expense (excluding Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals, if any, of transaction costs resulting from the Transactions, (e) accruals of any costs or expenses related to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and other post-retirement benefit obligations, and (f) accruals for add-backs to EBITDA included in clauses (a)(iv), (a)(v), and (a)(vii) of the definition of such term.

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“Daily Simple RFR” shall mean, for any day (an “RFR Interest Day”), an interest rate per annum equal to the greater of (a) for any RFR Loan denominated in Pound Sterling, SONIA for the day that is 5 RFR Business Days prior (or such other period as determined by the Borrower and the Administrative Agent based on then-prevailing market conventions) to (i) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (ii) if such RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day and (b) 0.00%. 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.

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“Daily Simple SOFR” shall mean, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that, if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

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“Debt Service” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, Cash Interest Expense for such period plus scheduled principal amortization of Consolidated Debt for such period.

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“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,

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moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect.

“Declined Amounts” shall have the meaning assigned to such term in Section 2.10(c)(i). “Declining Lender” shall have the meaning assigned to such term in Section 2.10(c)(i). “Default” shall mean any event or condition that upon notice, lapse of time or both would

constitute an Event of Default.

“Default Right” shall have the meaning assigned to such term in Section 10.25. “Defaulting Lender” shall mean, subject to Section 2.22, any Lender that (a) has failed to

(i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder or (ii) pay to the Administrative Agent, any Issuing Bank, the Swingline 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 Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Swingline Lender, Administrative Agent or any Issuing Bank in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect, (c) has failed, within three 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 or (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 of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22) upon delivery of written notice of such determination to the Borrower, each Issuing Bank, the Swingline Lender and each Lender.

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“Designated Non-Cash Consideration” shall mean the fair market value (as determined in good faith by the Borrower) of non-cash consideration received by the Borrower or one of its Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower, setting forth

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such valuation, less the amount of cash or Permitted Investments received in connection with a subsequent disposition of such Designated Non-Cash Consideration.

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“Disinterested Director” shall mean, with respect to any person and transaction, a member of the Board of Directors of such person who does not have any material direct or indirect financial interest in or with respect to such transaction.

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“Dispose” or “Disposed of” shall mean to convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose of any property, business or asset. The term “Disposition” shall have a correlative meaning to the foregoing.

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“Disqualified Stock” shall mean, with respect to any person, any Equity Interests of such person 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 so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Loan Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part,

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“Documentation Agent” shall mean Morgan Stanley Senior Funding, Inc.

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“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any currency other than Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or other applicable date of determination) for the purchase of Dollars with such currency.

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“Domestic Subsidiary” shall mean any Subsidiary that is not a Foreign Subsidiary.

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“EBITDA” shall mean, with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of the Borrower and its Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (xv) of this clause (a) reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDA is being determined):

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Investment, acquisition, Disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (x) such fees, expenses or charges related to the First Lien Notes and this Agreement, (y) any amendment or other modification of the Obligations or other Indebtedness (including any Permitted Refinancing Indebtedness) and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Permitted Receivables Financing,

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(24) months after the Closing Date,

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acquisitions or other investments, dispositions, Specified Transactions (including, for the avoidance of doubt, any such transactions occurring prior to the Closing Date), restructurings, cost savings initiatives or other initiatives, in each case, that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to be realized and to result from actions that have been taken or with respect to which substantial steps have been taken, committed to be taken or are expected to be taken (in the good faith determination of the Borrower), in each case, within eighteen (18) months after such acquisition or other investment, disposition or other Specified Transaction, restructuring, cost savings initiative or other initiative; provided that the aggregate amount of such cost savings, operating expense reductions or synergies shall not exceed 20% of EBITDA in any four fiscal quarter period (calculated prior to giving effect to such addback);

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minus (b) the sum of (without duplication and to the extent the amounts described in this clause

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Notwithstanding anything to the contrary contained herein and subject to adjustments permitted hereunder with respect to acquisitions, Dispositions and other transactions occurring following the Closing Date and/or pursuant to the definition of “Pro Forma Basis”, for purposes of determining EBITDA under this Agreement, EBITDA for the fiscal quarters ended September 30, 2020, December 31, 2020, March 31, 2021 and June 30, 2021 shall be deemed to be as set forth on Schedule 1.01(F) to this Agreement.

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“ECF Threshold Amount” shall have the meaning assigned to such term in Section 2.11(c).

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“EEA Financial Institution” shall mean (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.

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

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“EEA Resolution Authority” shall mean 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.

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“Environment” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, or as otherwise defined in any Environmental Law.

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“Environmental Laws” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances, orders, binding agreements, decrees or judgments, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the generation, use, transport, management, Release or threatened Release of, or exposure to, any hazardous material or to public or employee health and safety matters (to the extent relating to the environment or hazardous materials).

“Environmental Permits” shall have the meaning assigned to such term in Section 3.16. “Equity Interests” of any person shall mean any and all shares, interests, rights to

purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

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“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final regulations promulgated and the rulings issued thereunder.

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“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the Borrower or a Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

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“ERISA Event” shall mean (a) any Reportable Event with respect to a Plan; (b) with respect to any Plan, the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (e) the incurrence by the Borrower, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (f) the receipt by the Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (g) the incurrence by the Borrower, a Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by the Borrower, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower, a Subsidiary or any ERISA

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Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA, or in “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA; (i) the conditions for imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; (j) the withdrawal of any of the Borrower, a Subsidiary or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (k) the Borrower or any Subsidiary or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA; or (l) the Borrower or any Subsidiary shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan.

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

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“EURIBO Interpolated Rate” shall mean, at any time, with respect to any Eurocurrency Revolving Facility Borrowing denominated in Euros and for any Interest Period, the rate per annum (rounded to the same number of decimal places as the EURIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the EURIBO Screen Rate for the longest period (for which the EURIBO Screen Rate is available for Euros) that is shorter than the Impacted EURIBO Rate Interest Period; and (b) the EURIBO Screen Rate for the shortest period (for which the EURIBO Screen Rate is available for Euros) that exceeds the Impacted EURIBO Rate Interest Period, in each case, at such time.

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“EURIBO Rate” shall mean, with respect to any Eurocurrency Revolving Facility Borrowing denominated in Euros and for any Interest Period, the EURIBO Screen Rate at approximately 11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period; provided that, if the EURIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted EURIBO Rate Interest Period”) with respect to Euros then the EURIBO Rate shall be the EURIBO Interpolated Rate.

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“EURIBO Screen Rate” shall mean 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 of 11:00 a.m. Brussels time two TARGET 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.

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“Euro” and “€” mean the single currency of the Participating Member States.

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“Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.

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“Eurocurrency Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to EURIBOR in accordance with the provisions of Article II.

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“Eurocurrency Revolving Facility Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.

“Event of Default” shall have the meaning assigned to such term in Section 8.01. “Excess Cash Flow” shall mean, with respect to the Borrower and its Subsidiaries on a

consolidated basis for any Applicable Period, EBITDA of the Borrower and its Subsidiaries on a consolidated basis for such Applicable Period, minus, without duplication, (A):

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of such Applicable Period; provided that with respect to any such amounts to be paid after the close of such Applicable Period, (i) any amount so deducted shall not be deducted again in a subsequent Applicable Period, and (ii) appropriate reserves shall have been established in accordance with GAAP,

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plus, without duplication, (B):

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issuance of any Equity Interests (including any capital contributions) and any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets and any mortgage or lease of Real Property) to any person of any asset or assets, in each case to the extent there is a corresponding deduction from Excess Cash Flow above,

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“Excess Cash Flow Interim Period” shall mean, (x) during any Excess Cash Flow Period, any one, two, or three-quarter period (a) commencing on the later of (i) the end of the immediately preceding Excess Cash Flow Period and (ii) if applicable, the end of any prior Excess Cash Flow Interim Period occurring during the same Excess Cash Flow Period and (b) ending on the last day of the most recently ended fiscal quarter (other than the last day of the fiscal year) during such Excess Cash Flow Period for which financial statements are available and (y) during the period from the Closing Date until the beginning of the first Excess Cash Flow Period, any period commencing on the Closing Date and ending on the last day of the most recently ended fiscal quarter for which financial statements are available.

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“Excess Cash Flow Period” shall mean each fiscal year of the Borrower, commencing with the fiscal year of the Borrower ending on June 30, 2023.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. “Excluded Indebtedness” shall mean all Indebtedness not incurred in violation of Section

6.01.

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“Excluded Property” shall have the meaning assigned to such term in Section 5.10(f).

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“Excluded Securities” shall mean any of the following:

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“Excluded Subsidiary” shall mean any of the following (except as otherwise provided in clause (b) of the definition of Subsidiary Loan Party):

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“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation, unless otherwise agreed between the Administrative Agent and the Borrower. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

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“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(g) and (d) any withholding Taxes imposed under FATCA.

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“Existing Class Loans” shall have the meaning assigned to such term in Section 10.08(f).

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“Existing Indebtedness Refinancing” shall mean (a) (i) the prepayment of all of the existing and outstanding indebtedness under that certain Credit Agreement, dated as of April 13, 2018 (as amended from time to time, the “Existing Borrower Credit Agreement”), among the Borrower, certain of the Borrower’s subsidiaries identified therein, the lenders party thereto and Bank of America, N.A., as administrative agent, (ii) the termination of the Existing Borrower Credit Agreement and any related agreements under which such indebtedness was issued or incurred and (iii) termination and release of all related security and guarantees (if any) and (b) (i) the termination and release of all security and guarantees (if any) with respect to the Walden Target and its subsidiaries under the Third Amended and Restated Credit Agreement, dated as of October 7, 2019 among the Seller, as borrower, the lending institutions from time to time party thereto and Citibank, N.A., as administrative agent and collateral agent and (ii) terminate and release all security and guarantees (if any) with respect to the Walden Target and its subsidiaries under the Indenture dated as of April 21, 2017 among the Seller, as issuer, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

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“Extended Revolving Facility Commitment” shall have the meaning assigned to such term in Section 2.21(e).

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“Extended Revolving Loan” shall have the meaning assigned to such term in Section 2.21(e).

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“Extended Term Loan” shall have the meaning assigned to such term in Section 2.21(e). “Extending Lender” shall have the meaning assigned to such term in Section 2.21(e). “Extension” shall have the meaning assigned to such term in Section 2.21(e).

“Facility” shall mean the respective facility and commitments utilized in making Loans and credit extensions hereunder, it being understood that, as of the Closing Date there are two Facilities (i.e., the Term B Facility and the Revolving Facility Commitments established on the Closing Date and the extensions of credit thereunder) and thereafter, the term “Facility” may include any other Class of Commitments and the extensions of credit thereunder.

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

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“Federal Funds Effective Rate” shall mean, 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 of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next

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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 Effective Rate for such day shall be the average (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Morgan Stanley Senior Funding, Inc. on such day on such transactions as determined by the Administrative Agent.

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“Federal Reserve Bank of New York’s Website” shall mean the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

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“Fee Letters” shall mean, collectively, (i) that certain Amended and Restated Fee Letter, dated as of February 3, 2021, by and among the Borrower, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, MUFG Bank, Ltd. and Fifth Third Bank, National Association, as amended by that certain Side Letter, dated as of August 12, 2021 by and among the Borrower, Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Credit Suisse AG, Cayman Islands Branch, Credit Suisse Loan Funding LLC, MUFG Bank, Ltd. and Fifth Third Bank, National Association, (ii) that certain Side Letter, dated as of August 12, 2021, by and between the Borrower and Associated Bank, N.A, (iii) that certain Side Letter, dated as of August 12, 2021, by and between the Borrower and PNC Bank, National Association and (iv) that certain Side Letter, dated as of August 12, 2021, by and between the Borrower and The Northern Trust Company.

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“Fees” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees and the Administrative Agent Fees.

“Financial Covenant” shall mean the covenant of the Borrower set forth in Section 6.11. “Financial Officer” of any person shall mean the Chief Financial Officer, principal

accounting officer, Treasurer, Assistant Treasurer or Controller of such person.

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“Intercreditor Agreement” shall mean the Intercreditor Agreement, dated as of the date hereof by and among Morgan Stanley Senior Funding Inc., as Collateral Agent and as Authorized Representative (as defined therein) under this Agreement, U.S. Bank National Association, as Initial Other Authorized Representative (as defined therein) and Notes Collateral Agent (as defined therein), and each additional Authorized Representative (as defined therein) from time to time party thereto, as such document may be amended, renewed, extended, supplemented, restated or otherwise modified from time to time.

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“First Lien Note Documents” shall mean the First Lien Notes Indenture and the other “Notes Documents” under and as defined in the First Lien Notes Indenture, as each such document may be amended, restated, supplemented or otherwise modified from time to time.

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“First Lien Notes” shall mean the $800,000,000 in aggregate principal amount of the Borrower’s 5.50% First-Priority Senior Secured Notes due 2028 issued pursuant to the First Lien Notes Indenture and any notes issued by the Borrower in exchange for, and as contemplated by, the First Lien Notes.

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“First Lien Notes Indenture” shall mean the Indenture dated as of March 1, 2021 among the Borrower, as issuer and U.S. Bank National Association, as indenture trustee, as such document may be amended, restated, supplemented or otherwise modified from time to time.

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“First Lien Notes Offering Memorandum” shall mean the Confidential Offering Memorandum, dated February 8, 2021, as amended by the supplement containing the amended preliminary offering memorandum dated February 12, 2021, in respect of the First Lien Notes.

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“First Lien/Second Lien Intercreditor Agreement” shall mean an intercreditor agreement substantially in the form of Exhibit H hereto (which agreement in substantially such form or with immaterial changes thereto the Administrative Agent is authorized to enter into) together with any material changes thereto in light of prevailing market conditions, which material changes shall be posted to the Lenders not less than five (5) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five (5) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s entry into such intercreditor agreement (with such material changes) is reasonable and to have consented to such intercreditor agreement (with such material changes) and to the Administrative Agent’s execution thereof.

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“Flood Documentation” shall mean, with respect to each Mortgaged Property located in the United States of America or any territory thereof, (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (to the extent a Mortgaged Property is located in a Special Flood Hazard Area, together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party relating thereto) and (ii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.02(c) hereof and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured and loss payee/mortgagee, (C) identify the address of each property located in a Special Flood Hazard Area, the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in form and substance reasonably satisfactory to the Applicable Collateral Agent.

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“Flood Insurance Laws” shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

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“Floor” shall mean, for the Loans or any tranche thereof, as applicable, the benchmark rate floor provided for in this Agreement (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the

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Adjusted Term SOFR Rate, the Adjusted EURIBO Rate, BBSY, CDOR or the Daily Simple RFR, as applicable.

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“Foreign Lender” shall mean any Lender (a) that is not disregarded as separate from its owner for U.S. federal income tax purposes and that is not a “United States person” as defined by Section 7701(a)(30) of the Code or (b) that is disregarded as separate from its owner for U.S. federal income tax purposes and whose regarded owner is not a “United States person” as defined in Section 7701(a)(30) of the Code.

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“Foreign Subsidiary” shall mean any Subsidiary that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia.

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“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Revolving Facility Percentage of Revolving L/C Exposure with respect to Letters of Credit issued by such Issuing Bank other than such Revolving L/C Exposure 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 Swingline Lender, such Defaulting Lender’s Swingline Exposure other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

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“FSHCO” shall mean any Subsidiary that owns no material assets other than the Equity Interests of one or more Foreign Subsidiaries that are CFCs and/or of one or more FSHCOs.

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“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States of America, applied on a consistent basis, subject to the provisions of Section 1.02.

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“Governmental Authority” shall mean the government of the United States of America 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).

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“Guarantee” of or by any person (the “guarantor”) shall mean (a) any obligation, contingent or otherwise, of the guarantor 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 the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment

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thereof or to protect such holders against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of the guarantor securing any Indebtedness or other obligation (or any existing right, contingent or otherwise, of the holder of Indebtedness or other obligation to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the guarantor; provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection 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 by 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 Indebtedness 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 such person in good faith.

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“Guarantee Agreement” shall mean the Guarantee Agreement (First-Lien) dated as of the date hereof between each Subsidiary Loan Party and the Collateral Agent.