EXTENSION AMENDMENT, SECOND AMENDMENT AND FIRST INCREMENTAL AGREEMENT TO CREDIT AND GUARANTY AGREEMENT

Exhibit 10.1

Execution Version

EXTENSION AMENDMENT, SECOND AMENDMENT AND FIRST INCREMENTAL

AGREEMENT TO CREDIT AND GUARANTY AGREEMENT

EXTENSION AMENDMENT, SECOND AMENDMENT AND FIRST INCREMENTAL AGREEMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of January 9, 2023 (this “Agreement”), by and among 2U, INC., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower party hereto, as guarantors (the “Guarantors”), ALTER DOMUS (US) LLC (“Alter Domus”), as administrative agent (in such capacity, the “Administrative Agent”), the lenders party hereto which constitute Required Lenders, all of the 2022 Extending Lenders (as defined below), all of the 2022 Incremental Revolving Lenders (as defined below), the Issuing Lender (as defined below) and the Swingline Lender (as defined below). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement (as defined below).

RECITALS:

WHEREAS, reference is hereby made to the Term Loan Credit and Guaranty Agreement, dated as of June 28, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, certain Subsidiaries of the Borrower, as Guarantors, the several lenders from time to time parties thereto (each, a “Lender” and, collectively, the “Lenders”) and Alter Domus, as the Administrative Agent and the Collateral Agent;

WHEREAS, Section 2.24 of the Credit Agreement permits the Lenders of any Existing Term Tranche, upon the request of the Borrower, to establish Extended Term Loans, the purpose of which is to extend the scheduled maturity date with respect to all or a portion of such Existing Term Tranche by exchanging all or such portion of such Existing Term Tranche into Extended Term Loans pursuant to the procedures described therein;

WHEREAS, pursuant to Section 2.24 of the Credit Agreement, the Borrower has requested that each Term Loan Lender that has submitted a 2022 Extending Lender Consent (as defined below) (each a “2022 Extending Lender”, including for the avoidance of doubt, any Replacement Lender (as defined below) who has submitted a 2022 Extending Lender Consent) to extend the scheduled maturity of the Term Loans, such extension to be effected by exchanging Initial Term Loans into 2022 Term Loans (as defined below) or by a Replacement Lender submitting a 2022 Extending Lender Consent, in each case subject to the terms and conditions set forth herein;

WHEREAS, each 2022 Extending Lender has agreed subject to the terms and conditions set forth herein, to exchange its Initial Term Loans hereto into 2022 Term Loans or in the case of a Replacement Lender, provide a 2022 Term Loan;

WHEREAS, in accordance with Section 2.24 and, as applicable Section 10.05, of the Credit Agreement, subject to the limitations set forth therein, the Credit Parties, the Administrative Agent and the Term Loan Lenders party hereto may enter into this Agreement without the consent of any other Lenders to establish such 2022 Term Loans and effect certain amendments to the Credit Agreement and the other Credit Documents with respect to such 2022 Term Loans as the Credit Parties, the Administrative Agent and the 2022 Extending Lenders may agree;

WHEREAS, in accordance with Section 10.05 of the Credit Agreement, the Borrower, the Administrative Agent, the 2022 Extending Lenders, which constitute the Required Lenders, hereto agree to make certain additional changes to the Credit Agreement including, but not limited to, permitting the 2022 Convertible Notes;

WHEREAS, immediately following the consummation of the 2022 Term Loan Extension Transactions and the implementation of the Additional Changes and in accordance with Section 2.22 of the Credit Agreement, the 2022 Incremental Revolving Lenders (as defined below) have agreed to provide to the Borrower $40,000,000 of senior secured first lien incremental revolving loans (the “2022 Incremental Revolving Loans”) pursuant to the terms of this Agreement;

WHEREAS, the proceeds of the 2022 Incremental Revolving Loans will be used to finance working capital and for other general corporate purposes of the Borrower and its Subsidiaries; and

WHEREAS, Xxxxxx Xxxxxxx Senior Funding, Inc. and Xxxxxxx Xxxxx Lending Partners LLC have agreed to act as the joint lead arrangers and bookrunners for the 2022 Extending Loans and this Agreement (the “Extension Lead Arrangers”).

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Establishment of 2022 Term Loans

There is hereby established under the Credit Agreement an Extended Term Tranche which shall be titled the “2022 Term Loans” having the terms set forth herein and in the Amended Credit Agreement (as defined below), (such Term Loans, the “2022 Term Loans”) and references in the Credit Agreement to Term Loans and Extended Term Loans shall include, without limitation, the 2022 Term Loans.

Each Term Loan Lender that delivers an executed signature page to this Extension Agreement (or the applicable 2022 Extending Lender Consent (as defined below)) prior to the Extension Agreement Deadline (as defined below) irrevocably offers for exchange into 2022 Term Loans the aggregate principal amount of its Initial Term Loans. On the Extension Agreement Deadline (as defined below), each 2022 Extending Lender hereby agrees that the aggregate principal amount of its Initial Term Loans set forth on such 2022 Extending Lender’s signature page hereto shall automatically (and without any further action on the part of any party to this Extension Agreement or the Credit Agreement) be exchanged into and reclassified to become a 2022 Term Loan to the Borrower of an equal principal amount and denominated in Dollars. On the Extension Agreement Deadline, after giving effect to this Extension Agreement, the aggregate principal amount of 2022 Term Loans shall be set forth on Annex A hereto and following the Extension Voluntary Prepayment (as defined below) all Initial Term Loans shall have been exchanged to 2022 Term Loans.

At any time prior to the Extension Agreement Deadline, the Borrower shall have the right (x) to withdraw and terminate its Extension Request with respect to this Extension Agreement or (y) to reduce the aggregate principal amount of Initial Term Loans that it seeks to exchange into 2022 Term Loans hereunder, in each case in its sole and absolute discretion and without penalty; provided that, the Extension Lead Arrangers shall notify each 2022 Extending Lender prior to the Extension Agreement Deadline of the amount of 2022 Term Loans to be held by such 2022 Extending Lender (which amount will not exceed the principal amount of Initial Term Loans owned by such 2022 Extending Lender prior to the Extension Agreement Effectiveness).

All accrued and unpaid amounts (including interest) owing by the Borrower under the Credit Agreement with respect to any Initial Term Loan (or portion thereof, if applicable) exchanged to a 2022 Term Loan shall be prepaid on the Extension Agreement and Incremental Effective Date.

On and after the Extension Agreement Deadline, interest shall accrue on the 2022 Term Loans at the rate provided for in the Amended Credit Agreement. Each 2022 Term Loan (or portion thereof, if applicable) that was exchanged from any Initial Term Loan (or portion thereof, if applicable) that was a Eurodollar Loan immediately prior to such conversion shall initially be deemed to be a Borrowing of a 2022 Term Loan that is a Term SOFR Loan with an initial Interest Period equal to the remaining duration (as of the Extension Agreement Deadline) of the Interest Period applicable to such Borrowing of Initial Term Loan; provided, however, that it is understood and agreed that in no event shall any conversion or extension of any Loan, or any other transaction specifically contemplated by this Extension Agreement, constitute a repayment, conversion or other event with respect to such Loan that would result in the application or operation of the provisions of Section 2.11 of the Credit Agreement.

Except as expressly provided in this Extension Agreement or in the Amended Credit Agreement, the terms of the 2022 Term Loans shall be identical to those applicable to the Initial Term Loans.

The 2022 Extending Lenders, which collectively constitute Required Lenders, to the extent applicable, hereby waive any non-compliance (if any) of the terms of the Extension Request with the terms and conditions of the Credit Agreement.

By its execution and delivery of a 2022 Extending Lender Consent, each 2022 Extending Lender electing the “Consent and Cashless Roll Option” shall be deemed to agree, upon the effectiveness of this Agreement on the Extension Agreement and Incremental Effective Date that (i) all (or such lesser amount as the Extension Lead Arrangers may allocate to such 2022 Extending Lender) of its Initial Term Loans shall constitute 2022 Term Loans under the Amended Credit Agreement (each such 2022 Term Loan, to such extent, a “Cashless Converting Loan”) and (ii) it waives any right to receive its share of the prepayment of the Initial Term Loans in respect of the amount of Initial Term Loans which are being cashlessly rolled into 2022 Term Loans, other than as referred to in Section 6(l) hereof, solely to the extent of such Cashless Converting Loans.

By its execution and delivery of a 2022 Extending Lender Consent, each 2022 Extending Lender electing the “Consent and Assignment Option” shall be repaid in full on the Extension Agreement and Incremental Effective Date, including for all accrued and unpaid interest, fees, and expenses and other compensation owed to such 2022 Extending Lender and due and payable by the Borrower pursuant to the Credit Agreement and this Agreement. Each such 2022 Extending Lender agrees that it shall be deemed to have executed an Assignment and Assumption pursuant to Section 10.6(b) of the Credit Agreement on the Extension Agreement and Incremental Effective Date and to have purchased a principal amount of 2022 Term Loans in an amount equal to the principal amount of such repayment (or such lesser amount as the Extension Lead Arrangers may allocate to such 2022 Extending Lender).

If any Term Loan Lender under the Credit Agreement has failed to execute and deliver a 2022 Extending Lender Consent on or prior to the Extension Agreement Deadline (each such non-consenting Term Loan Lender, a “Non-Consenting Lender”), and Term Loan Lenders constituting the Required Lenders under the Credit Agreement have so consented and the Administrative Agent has received a 2022 Extending Lender Consent from the Replacement Lenders such that the Consenting Lenders and the Replacement Lenders collectively constitute all of the Lenders party to the Credit Agreement (after giving effect to the Non-Consenting Lender Replacement (as defined below)), then the Borrowers shall exercise their rights, effective as of the Extension Agreement and Incremental Effective Date, to replace (such act of replacement, the “Non-Consenting Lender Replacement”) each such Non-Consenting Lender in accordance with Section 2.19 of the Credit Agreement, and each such Non-Consenting Lender, upon receipt of an amount equal to the sum of (i) the principal amount of the outstanding Initial Term Loans of such Non-Consenting Lender immediately prior to the effectiveness of this Agreement (but, for the avoidance of doubt, without any prepayment premium thereon), (ii) all interest, fees and other amounts accrued but unpaid to such Non-Consenting Lender by the Borrower under the Credit Agreement to but excluding the Extension Agreement and Incremental Effective Date, including without limitation payments due to such Non-Consenting Lender under Sections 2.16 and 2.17 of the Credit Agreement, and (iii) an amount, if any, equal to the payment which would have been due to such Non-Consenting Lender on the Extension Agreement and Incremental Effective Date under Section 2.15(c) of the Credit Agreement had the Initial Term Loans of such Non-Consenting Lender been prepaid in full on the Extension Agreement and Incremental Effective Date rather than sold to the applicable Replacement Lender, shall be deemed to have assigned all of its rights and obligations under the Credit Agreement to one or more assignee Lenders (each of whom shall have consented to this Agreement by delivering a 2022 Extending Lender Consent to the Administrative Agent on or prior to the Extension Agreement Deadline (each such assignee Lender, to the extent of such assigned interest, a “Replacement Lender”)). Each Lender party hereto or to a 2022 Extending Lender Consent hereby waives any requirement of the Borrower to deliver any notice to the Administrative Agent and/or any Lender in connection with any assignment contemplated herein pursuant to Section 2.19 of the Credit Agreement.

The parties hereto hereby acknowledge and agree that on the Extension Agreement and Incremental Effective Date, that the amount of such Initial Term Loans which have not been exchanged or converted into 2022 Term Loans in respect of 2022 Extending Lenders who have either (x) selected the Consent and Assignment Option for less than 100% of such 2022 Extending Lender’s Initial Term Loans or (y) have selected to enter into a Cashless Converting Loan for less than 100% of such 2022 Extending Lender’s Initial Term Loans shall be repaid on a non-pro rata basis with the “Term Loan Lenders” under and as defined in the Credit Agreement. The Term Loan Lenders and the parties hereto consent (which consent shall be deemed effective under the Credit Agreement) to such non-pro rata payment.

2. Amendment. Subject to the occurrence of the Extension Agreement and Incremental Effective Date (as defined below):

The Credit Agreement is, effective as of the Extension Agreement and Incremental Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~striken text~~ ) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto (the “Amended Credit Agreement”).

The exhibits to the Credit Agreement are, effective as of the Extension Agreement and Incremental Effective Date, hereby amended to (i) amend and restate Exhibit A-1, the Form of Funding Notice, in the form attached as Exhibit B hereto, (ii) amend and restate Exhibit A-2, the Form of Conversion/Continuation Notice, in the form attached as Exhibit C hereto, (iii) add the Form of 2022 Term Loan Note, in the form attached as Exhibit D hereto, and (iv) add the Form of Revolving Credit Loan Note, in the form attached as Exhibit E hereto (for the avoidance of doubt, all other exhibits to the Credit Agreement will remain in full force and effect in the form attached to the Credit Agreement prior to the Extension Agreement and Incremental Effective Date).

3. Incremental Agreement to Term Loan Credit and Guaranty Agreement.

After giving effect to the transactions set forth in Section 2 and with effect from and including the Extension Agreement and Incremental Effective Date, the Persons identified on the signature pages hereof as the “2022 Incremental Revolving Lenders” (the “2022 Incremental Revolving Lenders”) shall each become party to the Amended Credit Agreement as a “Lender”, shall have an Incremental Revolving Loan Commitment in an amount not to exceed the amount set forth opposite its name on Annex B hereto under the heading “2022 Incremental Revolving Loan Commitments” (such Incremental Revolving Loan Commitment, a “2022 Incremental Revolving Loan Commitment”) and shall have all of the rights and obligations of a “Lender”, an “Incremental Lender” and a “Revolving Credit Lender” holding a “Commitment”, an “Incremental Revolving Commitment” and a “Revolving Credit Commitment”, as applicable, under the Amended Credit Agreement and the other Credit Documents.

On and after the Extension Agreement and Incremental Effective Date and from time to time during the Revolving Availability Period (after giving effect to the transactions set forth in Section 2 and 3), the 2022 Incremental Revolving Lenders, (i) severally and not jointly, shall make the 2022 Incremental Revolving Loans to the Borrower in accordance with Section 2.1B(a) of the Credit Agreement, (ii) agree to the terms of, and to perform all obligations under, this Agreement and the Amended Credit Agreement as a Lender and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.

With effect from the Extension Agreement and Incremental Effective Date, each 2022 Incremental Revolving Loan made on and after the Extension Agreement and Incremental Effective Date in accordance with this Section 3 hereof shall constitute, for all purposes of the Amended Credit Agreement, a Revolving Credit Loan made pursuant to the Amended Credit Agreement and this Agreement; provided that, pursuant to this Agreement, each such 2022 Incremental Revolving Loan shall constitute a “Revolving Credit Loan” for all purposes of the Amended Credit Agreement, each such 2022 Incremental Revolving Loan Commitment shall constitute an “Incremental Revolving Loan Commitment” for all purposes of the Amended Credit Agreement, and all provisions of the Amended Credit Agreement applicable to Revolving Credit Loans, Incremental Revolving Loans and Incremental Revolving Commitments shall be applicable to such 2022 Incremental Revolving Loans and 2022 Incremental Revolving Loan Commitments, respectively.

After giving effect to the transactions set forth in Section 2 and with effect from and including the Extension Agreement and Incremental Effective Date, the Person identified on the signature pages hereof as the “Issuing Lender” (the “Issuing Lender”) shall become party to the Amended Credit Agreement as a “Issuing Lender”, shall have an L/C Commitment in an amount not to exceed the amount set forth opposite its name on Annex B hereto under the heading “L/C Commitment” and shall have all of the rights and obligations of an “Issuing Lender” holding a “L/C Commitment”, under the Amended Credit Agreement and the other Credit Documents.

On and after the Extension Agreement and Incremental Effective Date and from time to time during the Revolving Availability Period (after giving effect to the transactions set forth in Section 2 and 3), the Issuing Lender, (i) shall make the L/C Commitments to the Borrower in accordance with Section 2.26 of the Credit Agreement, (ii) agree to the terms of, and to perform all obligations under, this Agreement and the Amended Credit Agreement as a Issuing Lender and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.

After giving effect to the transactions set forth in Section 2 and with effect from and including the Extension Agreement and Incremental Effective Date, the Person identified on the signature pages hereof as the “Swingline Lender” (the “Swingline Lender”) shall become party to the Amended Credit Agreement as a “Swingline Lender”, shall have a Swingline Commitment in an amount not to exceed the amount set forth opposite its name on Annex B hereto under the heading “Swingline Commitment” and shall have all of the rights and obligations of an “Swingline Lender” holding a “Swingline Commitment”, under the Amended Credit Agreement and the other Credit Documents.

On and after the Extension Agreement and Incremental Effective Date and from time to time during the Revolving Availability Period (after giving effect to the transactions set forth in Section 2 and 3), the Swingline Lender, (i) shall make the Swingline Loans to the Borrower in accordance with Section 2.28 of the Credit Agreement, (ii) agree to the terms of, and to perform all obligations under, this Agreement and the Amended Credit Agreement as a Swingline Lender and (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto.

This Agreement constitutes notice to the Administrative Agent pursuant to Section 2.22(a) of the Credit Agreement.

4. Borrower Certifications. By its execution of this Agreement, the undersigned officer of the Borrower hereby certifies, solely in his or her capacity as an officer of the Borrower and not in his or her individual capacity, that:

each of the representations and warranties made by any Credit Party in or pursuant to the Credit Documents is true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of the date all conditions set forth in Section 6 below are satisfied (such date, the “Extension Agreement and Incremental Effective Date”) as if made on and as of such date (except to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of such specific date); and

no Default or Event of Default shall have occurred and be continuing or would result from the execution of this Agreement.

5. Conditions Precedent to Amendment Effective Date. This Agreement other than Sections 1, 2 and 3, will become effective on the date on which the following condition is satisfied:

The Administrative Agent shall have received (i) from the Credit Parties, each 2022 Extending Lender, each 2022 Incremental Revolving Lender, each Replacement Lender, if any, the Issuing Lender, the Swingline Lender and the Required Lenders a counterpart of this Agreement signed on behalf of such party, and (ii) from each 2022 Extending Lender, a counterpart to the 2022 Extending Lender Consent substantially in the form of Exhibit F hereto (each, a “2022 Extending Lender Consent”) signed on behalf of such 2022 Extending Lender (each such 2022 Extending Lender (other than any Replacement Lender) in such capacity, a “Consenting Lender”).

6. Conditions Precedent to Extension Agreement and Incremental Effective Date. Sections 1, 2 and 3 of this Agreement and the obligation of each 2022 Incremental Revolving Lender to make the 2022 Incremental Revolving Loan to be made by it pursuant to Section 3(b) of this Agreement in accordance with its respective 2022 Incremental Revolving Loan Commitment, the obligation of the Issuing Lender to make the L/C Commitments available by it pursuant to Section 3(e) of this Agreement in accordance with its L/C Commitment and the obligation of the Swingline Lender to make the Swingline Commitment available by it pursuant to Section 3(g) of this Agreement in accordance with its Swingline Commitment will become effective on the date on which each of the following conditions are satisfied:

The certifications set forth in Section 4 above shall be true and correct.

The 2022 Extending Lenders pursuant to this Extension Agreement shall exchange Initial Term Loans that constitute at least $380,000,000.

The Administrative Agent and its counsel shall have received executed copies of the written opinion of Xxxx Xxxxxxxx LLP, counsel for the Credit Parties.

The Administrative Agent shall have received an executed certificate from the officer’s certificate of each Credit Party, together with all applicable attachments, certifying as to the following:

Organizational Documents. Attached thereto is a copy of each Organizational Document of such Credit Party, to the extent applicable and customary in the relevant jurisdiction of such Credit Party, certified as of a recent date by the appropriate governmental official, each dated the Extension Agreement and Incremental Effective Date or a recent date prior thereto.

ii.

Signature and Incumbency. Set forth therein are the signature and incumbency of the officers or other authorized representatives of such Credit Party executing the Credit Documents to which it is a party.

iii.

Resolutions. Attached thereto are copies of resolutions of the Board of Directors of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Extension Agreement and Incremental Effective Date, certified as of the Extension Agreement and Incremental Effective Date as being in full force and effect without modification or amendment.

iv.

Good Standing Certificates. Attached thereto is a good standing certificate (if applicable) from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation dated as of a recent date prior to the Extension Agreement and Incremental Effective Date.

The Administrative Agent shall have received a duly executed Solvency Certificate.

The Administrative Agent shall have received all documentation and other information, as reasonably requested by the Extension Arranger and/or a 2022 Extending Lender, required under Anti-Terrorism Laws and applicable “know-your-customer” and anti-money laundering Laws, including certificates required under the Beneficial Ownership Regulation, including, without limitation, a duly executed W-9 (or such other applicable tax form) of the Borrower.

Delivery of each Note requested by a Lender in accordance with Section 2.4(b), if any.

the Administrative Agent shall have received, for the account of each 2022 Extending Lender that has returned an executed signature page to the Extension Agreement (or the applicable 2022 Extending Lender Consent) to the Administrative Agent prior to 12:00 p.m. (New York City time) on January 9, 2023 (the “Extension Agreement Deadline”) an upfront fee in an amount of 5.0% of the amount of Initial Term Loans exchanged by such Term Loan Lender into 2022 Term Loans, which (x) for Cashless Converting Loans shall be payable in cash to each 2022 Extending Lender on the Extension Agreement and Incremental Effective Date and (y) for all other 2022 Term Loans, may take the form of original issue discount as determined in the sole discretion of the Extension Lead Arrangers; provided that, for the avoidance of doubt, each 2022 Extending Lender shall also receive payment of a prepayment premium of the Applicable Premium (as defined in the Credit Agreement) which is in an amount equal to 1.0% of the principal amount of each Initial Term Loan exchanged into 2022 Term Loans which shall be payable in cash on the Extension Agreement and Incremental Effective Date.

The Borrower shall have consummated the offering of 2022 Convertible Notes, substantially concurrently with the Extension Agreement and Incremental Effective Date, in an aggregate principal amount of not less than $140,000,000, in which no more than $0 can be in-kind.

The Borrower shall have substantially concurrently with the Extension Agreement and Incremental Effective Date made a voluntary prepayment of the Initial Term Loans so that the principal amount of Initial Term Loans, together with any accrued but unpaid interest of such Initial Term Loans, outstanding following the Extension Agreement Effective shall be no greater than $380,000,000 (the “Extension Voluntary Prepayment”); provided that, for the avoidance of doubt, the Extension Voluntary Prepayment shall be subject to the payment of the Applicable Premium which shall be payable in cash on the Extension Agreement and Incremental Effective Date.

The Extension Agreement and Incremental Effective Date shall occur no later than January 13, 2023.

7. Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

8. Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

9. Reference to and Effect on the Credit Agreement and the Credit Documents.

Each reference in the Credit Agreement and the Credit Documents to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to “the Credit Agreement”, “the Term Loan Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, is considered to have included a reference to the Credit Agreement as amended by this Agreement.

The Credit Agreement, as specifically amended by this Agreement, and each other Credit Document is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Credit Parties under the Credit Documents, in each case, as amended by this 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 any Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of any of the Credit Documents. On and after the effectiveness of this Agreement, this Agreement shall for all purposes constitute a Credit Document.

By its execution and delivery of this Agreement, (i) each Guarantor hereby consents to the execution, delivery and performance of this Agreement, including the effectiveness of the Amended Credit Agreement, and agrees that each reference to the Credit Agreement in the Credit Documents shall, on and after the Extension Agreement and Incremental Effective Date, be deemed to be a reference to the Amended Credit Agreement; (ii) each Guarantor hereby acknowledges and agrees that, after giving effect to this Agreement and the Amended Credit Agreement, all of its respective obligations and liabilities under the Credit Documents to which it is a party, as such obligations and liabilities have been amended by this Agreement and the Amended Credit Agreement, are reaffirmed, and remain in full force and effect; and (iii) after giving effect to this Agreement, each Guarantor reaffirms (A) that each Collateral Document will remain in full force and effect and will continue to constitute the legal, valid and binding obligations of the relevant Guarantors enforceable in accordance with their terms, and (B) each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties under each of the Credit Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Amended Credit Agreement and shall continue to secure the Secured Obligations (after giving effect to this Agreement and the Amended Credit Agreement), in each case, on and subject to the terms and conditions set forth in this Agreement and the Amended Credit Agreement, and the other Credit Documents. This Agreement and the Amended Credit Agreement shall not constitute a novation of the Credit Agreement or any of the Credit Documents.

10. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

12. Jurisdiction; Consent to Service of Process. The terms of Section 10.15 of the Credit Agreement with respect to submission to jurisdiction and consent to service of process are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

13. Severability. In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

14. Counterparts. 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 facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement shall be deemed to include electronic signatures, deliveries 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, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

15. Credit Document. This Agreement is a Credit Document.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.


2U, INC., as Borrower

By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Chief Financial Officer

EDX BOOT CAMPS LLC, as Guarantor

By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Chief Financial Officer

CRITIQUEIT, INC., as Guarantor

By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Chief Financial Officer and Treasurer

2U XXXXXXX ROAD LLC, as Guarantor

By: 2U, INC., its sole member

By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Chief Financial Officer

2U NYC, LLC, as Guarantor

By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Treasurer

2U GETSMARTER, LLC, as Guarantor

By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Treasurer

[Signature Page to Extension Amendment and Second Amendment to Term Loan Credit and Guaranty Agreement]


2U GETSMARTER (US), LLC, as Guarantor

By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Treasurer

2U KEIH HOLDCO, LLC, as Guarantor

By: 2U, INC., its sole member

By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Chief Financial Officer

EDX LLC, as Guarantor

By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Chief Financial Officer

[Signature Page to Extension Amendment and Second Amendment to Term Loan Credit and Guaranty Agreement]


ALTER DOMUS (US) LLC, as the Administrative Agent

By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Associate Counsel

[Signature Page to Extension Amendment and Second Amendment to Term Loan Credit and Guaranty Agreement]


XXXXXX XXXXXXX SENIOR FUNDING, INC., as a 2022 Incremental Revolving Lender, Issuing Lender, and a Swingline Lender

By:		/s/ Xxxxxxx Xxxx
		Name: Xxxxxxx Xxxx
		Title: Vice President

[Signature Page to Extension Amendment and Second Amendment to Term Loan Credit and Guaranty Agreement]


XXXXXXX XXXXX LENDING PARTNERS LLC, as a 2022 Incremental Revolving Lender

By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Authorized Signatory

[Annex A to Extension Amendment and Second Amendment to Term Loan Credit and Guaranty Agreement]

[2022 Extending Lender signature pages on file with the Administrative Agent]

[Annex A to Extension Amendment and Second Amendment to Term Loan Credit and Guaranty Agreement]

Annex A

[On file with the Administrative Agent]

[Annex A to Extension Amendment and Second Amendment to Term Loan Credit and Guaranty Agreement]

Annex B


2022 Incremental Revolving Lender	2022 Incremental Revolving Loan Commitment		L/C Commitment		Swingline Commitment
Xxxxxx Xxxxxxx Senior Funding, Inc.	$	20,000,000.00	$	10,000,000.00	$	10,000,000.00
Xxxxxxx Xxxxx Lending Partners LLC	$	20,000,000.00	$	0.00	$	0.00

Total:	$	40,000,000.00	$	10,000,000.00	$	10,000,000.00

[Annex B to Extension Amendment and Second Amendment to Term Loan Credit and Guaranty Agreement]

Exhibit A

~~EXECUTION VERSION~~

Execution Version

2022 Term Loans CUSIP: 00000XXX0

Revolving Credit Facility CUSIP: 00000XXX0

~~TERM LOAN~~ CREDIT AND GUARANTY AGREEMENT

Dated as of June 28, 2021

as amended by the First Amendment to Term Loan Credit and Guaranty Agreement, dated as of November 4, 2021;

as amended by that Extension Amendment and Second Amendment to Credit and Guaranty Agreement dated as of January 9, 2023

among

2U, INC.,

as Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO,

as Guarantors

THE LENDERS PARTY HERETO

and

ALTER DOMUS (US) LLC,

as Administrative Agent and Collateral Agent

[Exhibit A to Extension Amendment and Second Amendment to Term Loan Credit and Guaranty Agreement]

~~TABLE OF CONTENTS~~

~~Page~~

TABLE OF CONTENTS


		Page
SECTION 1	DEFINITIONS AND INTERPRETATION		1

1.1	Definitions		1
1.2	Accounting Terms		4960
1.3	Interpretation, Etc		4960
1.4	Timing of Performance		5061
1.5	Currency Generally		5061
1.6	Divisions		5061
1.7	Negative Covenant Compliance		5061
1.8	Calculations		5061
1.9	Limited Condition Acquisitions		5162
1.10	Rates		62
1.11	Letter of Credit Amounts		63
SECTION 2	LOANS		5163
~~2.1~~2.1A Term Loans			5163
2.1B	Revolving Credit Loans		64
2.2	Pro Rata Shares		5265
2.3	Use of Proceeds		5266
2.4	Evidence of Debt; Notes		5366
2.5	Interest on Loans		5366
2.6	Conversion and Continuation		5467
2.7	Default Interest		5568
2.8	Fees		5568
2.9	Maturity		5669
2.10	Voluntary Prepayments		5669
2.11	Mandatory Prepayments		5670
2.12	Application of Prepayments		5873
2.13	General Provisions Regarding Payments		5973
2.14	Ratable Sharing		6074
2.15	Making or Maintaining ~~Eurodollar~~Term SOFR Loans		6075
2.16	Increased Costs; Capital Adequacy		6278
2.17	Taxes; Withholding, Etc.		6379
2.18	Obligation to Mitigate		6783
2.19	Replacement of Lenders		6884
2.20	Defaulting Lenders		6885
2.21	Benchmark Replacement Setting		6988
2.22	Incremental Facilities		7190
2.23	Specified Refinancing Debt		7594
2.24	Extension of Term Loans and Revolving Credit Commitments		7797
2.25	~~Incremental Equivalent Debt~~		81[Reserved]101
2.26	Letters of Credit		101
2.27	Swingline Commitment		107
2.28	Procedure for Swingline Borrowing; Refunding of Swingline Loans		108



SECTION 3	CONDITIONS PRECEDENT	81109

3.1	Closing Date	81109
3.2	Conditions to Each Extension of Credit	111

SECTION 4	REPRESENTATIONS AND WARRANTIES	84112

4.1	Organization; Required Power and Authority; Qualification	84112
4.2	Equity Interests and Ownership	84112
4.3	Due Authorization	84113
4.4	No Conflict	84113
4.5	Governmental Consents	85113
4.6	Binding Obligation	85113
4.7	Historical Financial Statements	85113
4.8	No Material Adverse Change	85114
4.9	Adverse Proceedings	85114
4.10	Payment of Taxes	86114
4.11	Title	86114
4.12	Real Estate Assets	86114
4.13	Environmental Matters	86114
4.14	Investment Company Regulation	87115
4.15	Margin Stock	87115
4.16	Employee Matters	87115
4.17	Employee Benefit Plans	87116
4.18	Solvency	88116
4.19	Compliance with Laws; Use of Proceeds	88116
4.20	Disclosure	88117
4.21	Collateral	88117
4.22	Status as Senior Indebtedness	89117
4.23	Intellectual Property	89117
4.24	Education Law Matters	89117

SECTION 5	AFFIRMATIVE COVENANTS	90118

5.1	Financial Statements and Other Reports and Notices	90118
5.2	Existence	92121
5.3	Payment of Taxes and Claims	92121
5.4	Maintenance of Properties	92121
5.5	Insurance	93121
5.6	Books and Records	93122
5.7	Inspections	93122
5.8	Lenders Meetings	94122
5.9	Compliance with Laws	94122
5.10	Environmental	94123
5.11	Subsidiaries	94123
5.12	Material Real Estate	95124
5.13	Use of Proceeds	96125
5.14	Further Assurances	97125
5.15	Post-Closing Obligations	97125
5.16	Compliance with Education Law	97126
5.17	~~Designation of Subsidiaries~~	97[Reserved] 126


XXXXXXX 0	XXXXXXXX XXXXXXXXX	00000

6.1	Indebtedness	98126
6.2	Liens	~~102~~131
6.3	Payments and Prepayments of Junior Financing or Convertible Bond Indebtedness; Amendments to Certain Documents	~~106~~136
6.4	Restricted Payments	~~108~~137
6.5	Burdensome Agreements	~~111~~141
6.6	Investments	~~113~~143
6.7	Fundamental Changes	~~116~~146
6.8	Asset Sales	~~117~~147
6.9	Sales and Lease-Backs	~~120~~150
6.10	Transactions with Affiliates	~~121~~150
6.11	Fiscal Year	~~122~~152
6.12	Lines of Business	~~122~~152
6.13	Issuance of Qualified Equity Interests	~~122~~152
6.14	~~Minimum Recurring Revenue Covenant~~	~~122~~Financial Covenants 152

SECTION 7	GUARANTY	~~122~~153

7.1	Guaranty of the Obligations	~~122~~153
7.2	Contribution by Guarantors	~~123~~153
7.3	Payment by Guarantors	~~123~~154
7.4	Liability of Guarantors Absolute	~~124~~154
7.5	Waivers by Guarantors	~~125~~156
7.6	Guarantors’ Rights of Subrogation, Contribution, Etc	~~126~~156
7.7	Subordination of Other Obligations	~~127~~157
7.8	Continuing Guaranty	~~127~~157
7.9	Authority of Guarantors or the Borrower	~~127~~157
7.10	Financial Condition of the Borrower	~~127~~157
7.11	Bankruptcy, Etc.	~~127~~158
7.12	Discharge of Guaranty Upon Sale of Guarantor	~~128~~158
7.13	Maximum Liability	~~128~~159

SECTION 8	EVENTS OF DEFAULT	~~129~~159

8.1	Events of Default	~~129~~159
8.2	Acceleration	~~131~~162
8.3	Application of Payments and Proceeds	~~132~~163
8.4	Right to Cure	~~133~~164

SECTION 9	AGENTS	~~134~~165

9.1	Appointment and Authority	~~134~~165
9.2	Rights as a Lender	~~134~~165
9.3	Exculpatory Provisions	~~134~~166
9.4	Reliance by Agents	~~136~~167
9.5	Delegation of Duties	~~136~~167
9.6	Resignation of the Administrative Agent~~.136~~; Resignation of Issuing Lender and Swingline Le	168
9.7	Non-Reliance on Agents and Other Lenders	~~137~~169
9.8	Administrative Agent May File Proofs of Claim	~~138~~169
9.9	Collateral Documents and Guaranty.	~~138~~170
9.10	Withholding Taxes	~~140~~171
9.11	Agent Discretion	~~140~~172

iii


9.12	Indemnification by Xxxxxxx	~~140~~172
9.13	Survival	~~141~~173
9.14	Erroneous Payment	~~141~~173

SECTION 10	MISCELLANEOUS	~~142~~174

10.1	Notices	~~142~~174
10.2	Expenses	~~144~~177
10.3	Indemnity; Certain Waivers	~~145~~177
10.4	Set-Off	~~147~~179
10.5	Amendments and Waivers	~~147~~179
10.6	Successors and Assigns; Participations	~~150~~183
10.7	Independence of Covenants	~~156~~189
10.8	Survival of Representations, Warranties and Agreements	~~156~~190
10.9	No Waiver; Remedies Cumulative	~~156~~190
10.10	Marshalling; Payments Set Aside	~~157~~190
10.11	Severability	~~157~~190
10.12	Obligations Several; Independent Nature of the Lenders’ Rights	~~157~~190
10.13	Headings	~~157~~191
10.14	Governing Law	~~157~~191
10.15	Consent to Jurisdiction	~~157~~191
10.16	WAIVER OF JURY TRIAL	~~158~~191
10.17	Confidentiality	~~158~~192
10.18	Usury Savings Clause	~~160~~193
10.19	No Strict Construction	~~160~~194
10.20	Counterparts; Effectiveness	~~160~~194
10.21	Integration	~~161~~194
10.22	No Fiduciary Duty	~~161~~194
10.23	PATRIOT Act	~~161~~195
10.24	Judgment Currency	~~161~~195
10.25	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	~~162~~195
10.26	Acknowledgement Regarding Any Supported QFC	~~162~~196
10.27	Certain ERISA Matters	~~163~~197

APPENDICES:


Appendix A		– Initial Term Loan Commitments and Percentages
Appendix B		– Notice Addresses

SCHEDULES:

Schedule 1.1(a)		– Existing Letters of Credit
Schedule 1.1(b)		– Existing Secured Cash Management Obligations
Schedule 1.1(c)		– Existing Secured Swap Obligations
Schedule 4.1		– Organization
Schedule 4.2		– Equity Interests and Ownership
Schedule 4.12		– Real Estate Assets
Schedule 5.12		– Material Real Estate
Schedule 5.15		– Post-Closing Obligations
Schedule 6.1(a)(ii)		– Indebtedness
Schedule 6.2(a)(ii)		– Liens
Schedule 6.5		– Burdensome Agreements
Schedule 6.6(e)		– Investments
Schedule 6.10(f)		– Transactions with Affiliates
Schedule 10.6		– Permitted Assignees

EXHIBITS:

Exhibit A-1		– Form of Funding Notice
Exhibit A-2		– Form of Conversion/Continuation Notice
Exhibit B-1		– Form of Initial Term Loan Note
Exhibit B-2		– Form of 2022 Term Loan Note
Exhibit B-3		– Form of Revolving Credit Loan Note
Exhibit C		– Form of Compliance Certificate
Exhibit D-1		– Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit D-2		– Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit D-3		– Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Exhibit D-4		– Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Exhibit E		– Form of Assignment and Assumption
Exhibit F		– Form of Counterpart Agreement
Exhibit G		– Form of Collateral Agreement
Exhibit H		– Form of Solvency Certificate

~~TERM LOAN~~ CREDIT AND GUARANTY AGREEMENT

This ~~TERM LOAN~~ CREDIT AND GUARANTY AGREEMENT, dated as of June 28, 2021 (this “Agreement”), is entered into by and among 2U, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, and ALTER DOMUS (US) LLC (“Alter Domus”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”), and as collateral agent (together with its permitted successors in such capacity, the “Collateral Agent”). and XXXXXX XXXXXXX SENIOR FUNDING, INC., as issuing lender (together with its permitted successors in such capacity, the “Issuing Lender”) and as swingline lender (together with its permitted successors in such capacity, the “Swingline Lender”).

RECITALS:

WHEREAS, capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, the Lenders have agreed to extend a secured term loan facility to the Borrower in an aggregate principal amount of $475,000,000, the proceeds of which will be used by the Borrower for working capital and general corporate purposes, including for purposes of consummating the Circuit Acquisition (as defined herein) and discharging the Indebtedness for borrowed money under the Existing Credit Agreement;

WHEREAS, the Lenders have agreed to extend a secured revolving loan facility to the Borrower in an aggregate principal amount of $40,000,000 including L/C Commitments of $10,000,000, the proceeds of which will be used to finance working capital and for other general corporate purposes of the Borrower and its Subsidiaries, and the Lenders have agreed to provide such facility on the terms and subject to the conditions set forth herein;

WHEREAS, the Guarantors have agreed to guarantee the obligations of the Borrower hereunder; and

WHEREAS, the Borrower and the Guarantors have agreed to secure their respective Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a Lien on substantially all of their respective assets, subject to the terms and conditions set forth in the Collateral Documents.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions. The following terms used herein, including in the preamble, recitals, appendices, schedules and exhibits hereto, shall have the following meanings:

“2022 Convertible Notes” mean the Borrower’s convertible senior notes due 2030 issued pursuant to the 2022 Notes Indenture and which have a maturity date of February 1, 2030.

“2022 Notes Indenture” means that certain indenture governing the 2022 Convertible Notes, dated as of the Extension Agreement and Incremental Effective Date, between the Borrower and Wilmington Trust, National Association, as trustee.

“2022 Incremental Revolving Loans” shall have meaning as set forth in the Extension Agreement.

“2022 Incremental Revolving Loan Commitment” means as to any Lender, the obligation of such Lender, if any, to make Revolving Credit Loans in an aggregate principal not to exceed the amount set forth on Annex B to the Extension Agreement or in the applicable Assignment and Assumption, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the 2022 Incremental Revolving Loan Commitments as of the Extension Agreement and Incremental Effective Date is $40,000,000.

“2022 Incremental Revolving Loan Facility” means the 2022 Incremental Revolving Loan Commitments and the provisions herein related to the 2022 Incremental Revolving Loans.

“2022 Term Loan” shall have meaning as set forth in the Extension Agreement.

“2022 Term Loan Commitment” means the commitment of a Lender to make a 2022 Term Loan by exchanging its Initial Term Loan and “2022 Term Loan Commitments” means such commitments of all of the Lenders in the aggregate. The amount of each Lender’s 2022 Term Loan Commitment, if any, is set forth on Annex A to the Extension Agreement or in the applicable Assignment and Assumption, subject to any adjustment or reduction pursuant to the terms and conditions thereof. The aggregate amount of the 2022 Term Loan Commitments as of the Extension Agreement and Incremental Effective Date is $380,000,000.

“2022 Term Loan Facility” means the 2022 Term Loan Commitments and the provisions herein related to the 2022 Term Loans.

“2022 Term Loan Maturity Date” means December 28, 2026; provided that if, on January 30, 2025, more than $40,000,000 in the aggregate principal amount of the Senior Notes remain outstanding, then the 2022 Term Loan Maturity Date shall be January 30, 2025.

“2022 Term Loan Note” means a promissory note in the form of Exhibit B-2.

“Accrediting Body” means any non-governmental entity, including institutional and specialized accrediting agencies, which engages in the granting or withholding of accreditation of educational institutions, programs or courses in accordance with standards relating to the performance, operations, financial condition or academic standards of such institutions, programs or courses.

“Adjusted Eurodollar Rate” means with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum equal to the greater of (x) 0.75% per annum, and (y) the Eurodollar Rate.

“Administrative Agent” as defined in the preamble hereto.

“Adverse Proceeding” means any action, suit, proceeding, hearing (in each case, whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of the Borrower or any of its Restricted Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign, whether pending or, to the knowledge of the Borrower or any of its Restricted Subsidiaries, threatened in writing against the Borrower or any of its Restricted Subsidiaries or any property of the Borrower or any of its Restricted Subsidiaries.

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

~~“Affected Lender” as defined in Section 2.15(b).~~

~~“Affected Loans” as defined in Section 2.15(b).~~

“Affiliate” means, with respect to a specified Person, another Person that directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. Notwithstanding the foregoing, neither any Agent nor any Lender shall be deemed an “Affiliate” of any Credit Party or of any Subsidiary of any Credit Party solely by reason of the provisions of the Credit Documents.

“Agency Fee Letter” means an agency fee letter to be entered into by and between the Borrower and the Administrative Agent on or prior to the Closing Date.

“Agent” means each of the Administrative Agent, the Collateral Agent and any sub-agent or supplemental agent appointed by the Administrative Agent or the Collateral Agent from time to time.

“Agent Parties” as defined in Section 10.1(d)(ii).

“Aggregate Payments” as defined in Section 7.2.

“Agreement” as defined in the preamble hereto.

“AML Laws” means all Laws of any jurisdiction applicable to any Lender, the Borrower or any of its Restricted Subsidiaries from time to time concerning or relating to anti-money laundering.

“Anti-Corruption Laws” means all Laws of any jurisdiction applicable to the Borrower or any of its Restricted Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Terrorism Laws” means any of the Laws relating to terrorism or money laundering, including Executive Order No. 13224, the PATRIOT Act, the Bank Secrecy Act, the Money Laundering Control Act of 1986 (i.e., 18 USC. §§ 1956 and 1957), the Laws administered by OFAC, and all Laws comprising or implementing these Laws.

“Applicable Margin” means (A) (i) for Initial Term Loans that are Base Rate Loans, 4.75% per annum and (ii) for Initial Term Loans that are ~~Eurodollar~~Term SOFR Loans, 5.75% per annum, in each case, subject to adjustment described under Sections 2.22 and 2.25., (B)(i) for 2022 Term Loans that are Base Rate Loans, 5.50% per annum and (ii) for 2022 Term Loans that are Term SOFR Loans, 6.50% per annum, in each case, subject to adjustment described under Sections 2.22 and 2.25, and (C)(i) for 2022 Incremental Revolving Loans that are Base Rate Loans and Swingline Loans, 4.50% per annum and (ii) for 2022 Incremental Revolving Loans that are Term SOFR Loans, 5.50% per annum, in each case, subject to adjustment described under Section 2.25.

“Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by an Issuing Lender.

~~“Applicable Premium” means, as of the date of the occurrence of an Applicable Premium Trigger Event:~~

~~(a) during the period of time from and after the Closing Date but prior to the first anniversary of the Closing Date, an amount equal to three percent (3.00%) of the~~ ~~principal amount of the Term Loan prepaid (or in the case of an Applicable Premium Trigger Event occurring under clauses (b), (c) or (d) of the definition thereof, deemed to be prepaid); and~~

(b) during the period of time from and including the date that is the first anniversary of the Closing Date up to (but not including) the date that is the second anniversary of the Closing Date, an amount equal to one percent (1.00%) of the principal amount of the Term Loan prepaid (or in the case of an Applicable Premium Trigger Event occurring under clauses (b), (c) or (d) of the definition thereof, deemed to be prepaid); and

~~(c) from and after the second anniversary of the Closing Date, zero.~~

~~“Applicable Premium Trigger Event” means:~~

~~(a) any voluntary prepayment by any Credit Party of all, or any part, of the principal balance of any Term Loan pursuant to Section 2.10;~~

~~(b) any mandatory prepayment pursuant to Section 2.11(a);~~

(c) the acceleration of the Obligations for any reason, including, but not limited to, acceleration in accordance with Section 8.2(b), including as a result of the commencement of any proceeding under any Debtor Relief Law;

(d) the satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations in any proceeding under any Debtor Relief Law, foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any proceeding under any Debtor Relief Law to any Agent, for the account of the Lenders in full or partial satisfaction of the Obligations; or

~~(e) the termination of this Agreement by the Borrower or any Credit Party for any reason or the replacement of any Lender pursuant to Section 2.19(iii) or (iv).~~

For purposes of the definition of the term Applicable Premium, if an Applicable Premium Trigger Event occurs under clause (b), (c) or (d) above, the entire outstanding principal amount of the Term Loans shall be deemed to have been prepaid on the date on which such Applicable Premium Trigger Event occurs. Notwithstanding the foregoing, in no event shall any prepayment or repayment effected in connection with (x) any voluntary prepayment of the Term Loans in full or in part in connection with the abandonment or termination of the Circuit Acquisition constitute an Applicable Premium Trigger Event or (y) any mandatory prepayment of the Term Loans made in accordance with the terms of Section 2.11(c).

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

“Asset Sale” as defined in Section 6.8. For the avoidance of doubt, the settlement or early termination of any Capped Call Transaction shall not constitute an Asset Sale.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.6(b)(iii)), and reasonably accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form reasonably approved by the Administrative Agent; provided that the assigning Lender shall not be required to execute the assignment and assumption to the extent such Lender is replaced in accordance with Section 2.19.

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), chief compliance officer, a director, general counsel, company secretary or assistant company secretary, and such Person’s chief financial officer or treasurer; provided, no individual shall be deemed to be an “Authorized Officer” of any Person unless and until an officer of such Person shall have delivered to the Administrative Agent an incumbency certificate as to the office of such individual with respect to such Person.

“Auto-Extension Letter of Credit” has the meaning given to it in Section 2.26(d).

“Available Amount” means, as of any date (the “Determination Date”), a cumulative amount equal to (without duplication): (a) ~~the greater of (x)~~ $~~50.0 million and~~ (y) 75% of Consolidated EBITDA calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.1(a) or (b)25.0 million, plus (b) 50% of Consolidated Net Income beginning on June 1, 2021 to the end of the most recent Fiscal Quarter for which financial statements have been provided pursuant to Section 5.1(a) or (b), plus (c) the cash proceeds of new public or private equity issuances (other than Disqualified Equity Interests, the proceeds of Equity Interests constituting Cure Amounts, or the proceeds of Equity Interests issued as a result of the conversion of any Convertible Bond Indebtedness into Equity Interests of the Borrower) of the Borrower or any parent of the Borrower, to the extent the proceeds thereof are contributed to the Borrower as Qualified Equity Interests, plus (d) capital contributions to the Borrower made in cash or Cash Equivalents and the fair market value of assets, plus

(e) returns, profits, distributions and similar amounts received in cash or Cash Equivalents and the fair market value of assets by the Borrower and its Restricted Subsidiaries on or proceeds of (i) dispositions of Investments made pursuant to Section 6.6(b) and from repurchases and redemptions of such Investments from the Borrower and its Restricted Subsidiaries by any Person (other than the Borrower or any of its Restricted Subsidiaries) and from repayments of loans or advances that constituted Investments (other than intercompany Investments), (ii) the sale of its ownership interest in any joint venture that is not a Subsidiary ~~or of an Unrestricted Subsidiary and (iii) any distribution from an Unrestricted Subsidiary~~ plus (f) the aggregate amount of Indebtedness (other than Indebtedness issued to the Borrower or a Subsidiary) that has been converted into or exchanged for Equity Interests (other than Disqualified Equity Interests or Equity Interests issued as a result of the conversion of any Convertible Bond Indebtedness into Equity Interests of the Borrower) of the Borrower, plus, (g) in the event any Unrestricted Subsidiary has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or any Restricted Subsidiary, the fair market value of the Investments of the Borrower or any Restricted Subsidiary in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), (h) to the extent not otherwise applied to prepay term loans outstanding under any Incremental Equivalent Debt, or any Permitted Refinancing thereof, the amount of any Declined Proceeds, minus (i) any amounts thereof used to make Restricted Payments pursuant to Section 6.4(m) after the Closing Date and prior to the Determination Date, minus (j) any amounts thereof used to make Investments pursuant to Section 6.6(b) after the Closing Date and prior to the Determination Date and minus (k) any amounts thereof used to make payments in respect of any Junior Restricted Financing pursuant to Section 6.3(a)(vi) after the Closing Date and prior to the Determination Date.

“Available Incremental Amount” has the meaning given to it in Section 2.22.

“Available Revolving Commitment” means as to any Revolving Credit Lender at any time, an amount equal to such Xxxxxx’s Revolving Credit Commitment then in effect minus such Xxxxxx’s Revolving Extensions of Credit then outstanding; provided that, in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.8(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

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

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

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United

Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the sum of (a) the Federal Funds Effective Rate in effect on such day, plus (b) 1/2 of 1.00%, and (iii) the sum of (a) ~~the Adjusted Eurodollar Rate~~Term SOFR for an Interest Period of one month at approximately 11:00 a.m. London time on such day (or if such day is not a Business Day, the immediately preceding Business Day), plus (b) 1.00%. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or ~~the Adjusted Eurodollar Rate~~Term SOFR, as the case may be, shall be effective on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or ~~the Adjusted Eurodollar Rate~~Term SOFR, as applicable. Notwithstanding anything set forth herein, the Base Rate shall in no event be less than 1.75%.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Benchmark” means, initially, ~~USD LIBOR~~the Term SOFR Reference Rate; provided that if a ~~replacement of the~~ Benchmark Transition Event has occurred ~~pursuant to this Section titled “~~with respect to the Term SOFR Reference Rate or the then-current Benchmark ~~Replacement Setting”~~, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate~~. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof~~ pursuant to Section 2.21(a).

“Benchmark Replacement” means, ~~for any Available Tenor:~~with respect to any Benchmark Transition Event,

~~(1) For purposes of clause (a) of this Section, the first alternative set forth below that can be determined by the Administrative Agent:~~

~~(a)~~ the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration, or

(ba) the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment selected or recommended by the ~~Relevant~~applicable Governmental ~~Body~~Authority for the replacement of the tenor of ~~USD LIBOR with a SOFR-based rate having approximately the same length as the interest payment period specified in clause (a) of this Section; and~~Term SOFR, or

~~(2) For purposes of clause~~ (b) ~~of this Section,~~ the sum of: (ai) the alternate benchmark rate ~~and (b) an adjustment~~ ~~(which may be a positive or negative value or zero), in each case,~~ that has been selected by the Administrative Agent and the Borrower ~~as the replacement for such Available Tenor of such Benchmark~~ giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the applicable Governmental Authority or (B) any evolving or then-prevailing market convention~~, including any applicable recommendations made by the Relevant Governmental Body, for U.S. dollar-denominated~~ for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time; and (ii) the related Benchmark Replacement Adjustment.

~~provided that, if~~If the Benchmark Replacement as determined pursuant to clause (1a) or (2b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Credit Documents.

“Benchmark Replacement ~~Conforming Changes~~Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, ~~any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing~~ and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of ~~breakage provisions,~~ ~~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 Credit Documents).~~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 applicable Governmental Authority 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 syndicated credit facilities at such time.

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

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

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

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

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

~~“Benchmark Transition Event” means, with respect to any then-current Benchmark other than USD LIBOR, the occurrence of~~ (b) a public statement or publication of information by ~~or on behalf of the administrator of the then-current Benchmark, the~~the regulatory supervisor for the administrator of such Benchmark~~, the Board of Governors of the~~ (or the published component used in the calculation thereof), the Federal Reserve ~~System~~Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark~~, announcing or stating that (a) such~~ (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease ~~on a specified date~~ 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 (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored. (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.21 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.21.

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

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

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

“Board of Directors” means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the board of managers or managing member of such Person, (iii) in the case of any partnership, the general partners of such partnership (or the board of directors of the general partner of such Person, if any) and (iv) in any other case, the functional equivalent of the foregoing.

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

“Borrower” as defined in the introductory paragraph.

“Borrowing” means any Loans of the same type and class made, converted or continued on the same date and, in the case of ~~Eurodollar~~Term SOFR Loans, as to which a single Interest Period is in effect.

“Borrowing Date” means any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the Laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by Law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with ~~the Adjusted Eurodollar Rate or any Eurodollar~~any Term SOFR Loans, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Expenditures” means for any period, with respect to any Person, the aggregate of all capitalized technology costs and all capitalized content development costs of the Borrower and its Subsidiaries, as reported in the Borrower’s financial statements consistent with past practice but excluding (a) expenditures made with the proceeds of a Recovery Event, (b) expenditures made in cash to fund the purchase price for assets acquired in Permitted Acquisitions or other Investment permitted hereunder or incurred by the Person acquired in the Permitted Acquisition or other Investment permitted hereunder prior to (but

not in anticipation of) the closing of such Permitted Acquisition or other Investment permitted hereunder, (c) expenditures made with cash proceeds from any issuances of capital stock of the Borrower or any Restricted Subsidiary or contributions of capital made to the Borrower, (d) capitalized interest in respect of operating or capital leases; (e) the book value of any asset owned to the extent such book value is included as a non-cash capital expenditure as a result of reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; and (f) any non-cash amounts reflected as additions to property, plant or equipment on such Person’s consolidated balance sheet.

“Capital Lease” means, as applied to any Person, all leases that are required to be, in accordance with GAAP as in effect on December 31, 2018, recorded as capitalized leases; provided that the adoption or issuance of any accounting standards after such date will not cause any lease that was not or would not have been a Capital Lease prior to such adoption or issuance to be deemed a Capital Lease.

“Capped Call Transactions” mean (a) one or more call options (or substantively equivalent derivative transaction) referencing the Borrower’s Equity Interests (or other securities or property following a merger event or other change of the Equity Interests of the Borrower) purchased by the Borrower (or a Subsidiary) with a strike or exercise price (howsoever defined) initially equal to the conversion price or exchange price (howsoever defined) of the related Convertible Bond Indebtedness (subject to rounding) (whether settled in shares, cash or a combination thereof) and limiting the amount deliverable to the Borrower (or a Subsidiary) upon exercise thereof based on a cap or upper strike price (howsoever defined) and (b) one or more call options (or substantively equivalent derivative transaction) referencing the Borrower’s Equity Interests (or other securities or property following a merger event or other change of the Equity Interests of the Borrower) sold by the Borrower (or a Subsidiary) substantially concurrently with any purchase by the Borrower (or a Subsidiary) of a related call option (or substantively equivalent derivative transaction) referencing the Borrower’s Equity Interests (or other securities or property following a merger event or other change of the Equity Interests of the Borrower), in each case, in connection with the issuance of Convertible Bond Indebtedness.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act of 2020.

“Cash Collateralize ” means (a) in respect of an obligation, provide and pledge cash collateral in Dollars, pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, and (b) in respect of L/C Obligations under Letters of Credit, either the deposit of cash collateral in an amount equal to 103% of such outstanding L/C Obligations or the delivery of a “backstop” Letter of Credit reasonably satisfactory to the relevant Issuing Lender (and “Cash Collateralization” has a corresponding meaning). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means, as at any date of determination, any of the following: (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A 1 from S&P or at least P 1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A 1 from S&P or at least P 1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within three months after such date and issued or accepted by any Lender or by any commercial bank organized under the Laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000; (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (iv) above, (b) has net assets of not less than $5,000,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s and (vi) other cash management arrangements made in accordance with policy therefor approved by the Board of Directors of the Borrower. In the case of Investments by any Foreign Subsidiary or Investments made in a country outside the United States, Cash Equivalents shall also include (x) Investments of the type and maturity described in clauses (i) through (v) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (y) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments.

“Cash Management Services” has the meaning assigned to such term in the definition of the term “Secured Cash Management Obligations.”

“Casualty Event” means any event that gives rise to the receipt by Borrower or any Restricted Subsidiary of any casualty insurance proceeds (other than proceeds of business interruption insurance) or condemnation awards or that gives rise to a taking by a Governmental Authority in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace, restore or repair, or compensate for the loss of, such equipment, fixed assets or real property.

“Change in Law” means (a) the adoption of any rule, regulation, treaty or other law after the date of this Agreement, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (i) any requests, rules, guidelines or directives under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 or issued in connection therewith and (ii) any requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to

Basel III, in each case shall be deemed to be a “Change in Law,” to the extent enacted, adopted, promulgated or issued after the date of this Agreement, but only to the extent such rules, regulations, or published interpretations or directives are applied to the Borrower and its Restricted Subsidiaries by the Administrative Agent or any Lender in substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities, including, without limitation, for purposes of Section 2.16.

“Change of Control” means any of the following:

(i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such Person or its Subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of thirty-five percent (35%) or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

(ii) a “change of control” or similar provision as set forth in any indenture or other instrument evidencing any Material Indebtedness of the Borrower or any Restricted Subsidiary has occurred obligating the Borrower or any Restricted Subsidiary to repurchase, redeem or repay all or any part of the Indebtedness provided for therein (excluding, for the avoidance of doubt, any conversion obligations related thereto).

For purposes of this definition, (i) “beneficial ownership” shall be as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act, (ii) the phrase Person or “group” is within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such Person or “group” and its subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and (iii) a Person acquiring voting interests in the Equity Interests shall not be deemed to have beneficial ownership of such voting interests subject to a stock purchase agreement, merger agreement or similar agreement, so long as such agreement contains a condition to the closing of the transactions contemplated thereunder that the Obligations (other than Remaining Obligations) shall be paid in full and the Commitments hereunder terminated prior to (or contemporaneously with) the consummation of such transactions.

“Circuit Acquisition” means the Investment contemplated by the Circuit Acquisition Agreement.

“Circuit Acquisition Agreement” means the Membership Interest Purchase Agreement, dated as of June 28, 2021, by and among the Borrower, edX, Inc., a Massachusetts nonprofit corporation (the “Circuit Seller”), and the other parties thereto, as amended, restated or otherwise modified from time to time.

“Circuit Acquisition Prepayment Date” means, for so long as the “Outside Date” (as defined in the Circuit Acquisition Agreement and, for the avoidance of doubt, as automatically extended in accordance with its terms) is on or before December 31, 2021, December 31, 2021; provided, that, if, on or prior to December 31, 2021, such Outside Date is extended to a date later than December 31, 2021, the “Circuit Acquisition Prepayment Date” shall be June 30, 2022.

“Closing Date” means the first date on which the conditions set forth in Section 3.1 have been satisfied (other than those conditions which are expressly specified to be satisfied on the Funding Date).

“Closing Date Mortgaged Property” as defined in Section 5.12(a).

“Code” means the Internal Revenue Code of 1986, as amended, together with the regulations promulgated thereunder from time to time.

“Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations, but excluding any Excluded Assets.

“Collateral Agent” as defined in the preamble hereto.

“Collateral Agreement” means the Collateral Agreement substantially in the form of Exhibit G.

“Collateral Documents” means the Collateral Agreement, the Mortgages, if any, the Intellectual Property Security Agreements, if any, and all other instruments, documents and agreements delivered by or on behalf or at the request of any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to, or perfect in favor of, the Collateral Agent, for the benefit of the Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.

“Commitment” means a Term Loan Commitment and/or a Revolving Credit Commitment, as the context may require.

“Commitment Fee” as defined in Section 2.8(a).

“Commitment Fee Rate” means a rate of 0.50% per annum.

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

“Communications” as defined in Section 10.1(d)(ii).

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

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or

analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.15(c) and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and 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 any such rate 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 Credit Documents).

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

“Consolidated EBITDA” means, for any period, for the Borrower and its Restricted Subsidiaries on a consolidated basis, without duplication, an amount equal to Consolidated Net Income for such period plus:

(a) the following to the extent deducted (or not excluded) in calculating such Consolidated Net Income (other than in respect of clauses (xiii), (xv), (xvi) and (xix)):

(i) Consolidated Interest Expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans and commitment, letter of credit and administrative fees and charges with respect to the facilities made hereunder) for such period,

(ii) the provision for taxes based on income (or similar taxes in lieu of income taxes), profits, capital (or equivalents), including federal, state, local foreign, franchise, excise and similar taxes paid or accrued during such period,

(iii) depreciation and amortization expense,

(iv) [reserved],

(v) all extraordinary, unusual or nonrecurring losses, expenses and charges,

(vi) any restructuring charges, carve-out costs, severance costs, integration costs, retention, recruiting, relocation, signing bonuses and expenses, stock option and other equity-based compensation expenses, accruals or reserves (including restructuring costs related to Permitted Acquisitions and other Investments permitted hereunder and adjustments to existing reserves), any one time expense relating to enhanced accounting function and any losses on related sales of personal and real property, including any charges and losses incurred in connection with the closure and/or consolidation of any operational facilities and existing lines of business of the Borrower and its Restricted Subsidiaries and any optimization expense and Public Company Costs for such period,

(vii) [reserved],

(viii) costs and expenses incurred in connection with the Transactions,

(ix) all costs and expenses incurred or paid in connection with Investments (including Permitted Acquisitions) and Asset Sales permitted hereunder whether or not such Investment or Asset Sales is consummated or occurs prior to or after the Closing Date,

(x) all costs and expenses incurred in connection with the issuance, prepayment or amendment or refinancing of Indebtedness permitted hereunder or issuance of Equity Interests,

(xi) other expenses of the Borrower and its Restricted Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period,

(xii) the aggregate net loss on the Asset Sales of property (other than accounts (as defined in the Uniform Commercial Code) and inventory) outside the ordinary course of business,

(xiii) (x) pro forma adjustments in the Financial Model to the extent such amounts, or amounts of similar type and nature to those listed in the Financial Model, without duplication, continue to be applicable during such period; and (y) “run rate” cost savings, operating expense reductions, other operating improvements and initiatives and synergies that are reasonably anticipated by the Borrower (as reasonably determined by the Borrower in good faith and certified by an Authorized Officer of the Borrower) to be realized after any acquisition (including the commencement of activities constituting a business) or disposition (including the termination or discontinuance of activities constituting a business), in each case of business entities or of properties or assets constituting a division or line of business (including, without limitation, a product line), and/or any other operational change or similar initiatives or transactions within 24 months after such period, in each case, whether such action has been taken or is reasonably expected to be taken (which will be added to Consolidated EBITDA as so projected until fully realized and calculated on a Pro Forma Basis as though such synergies, cost savings, operating expense reductions, other operating improvements and initiatives had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (i) for the avoidance of doubt, with respect to operational changes that are not associated with any acquisition or disposition, the “run rate” cost savings, operating expense reductions, other operating improvements and initiatives and synergies associated with such operational change shall be limited to those that are reasonably anticipated by the Borrower to be realized after the date on which such operational change is planned or otherwise identified by the Borrower in good faith within 18 months after such period, (ii) to the extent that such cost savings, operating expense reductions, other operating improvements and initiatives and synergies are no longer anticipated by the Borrower to be realized following the relevant acquisition, disposition or operational change or, in the case of operational changes that are not associated with an acquisition or disposition, after the date on which such operational change is planned or otherwise identified by the Borrower in good faith, in each case, within 18 months after such period, such amounts shall no longer be added back to Consolidated EBITDA and (iii) amounts added back to Consolidated EBITDA pursuant to subclause (y) of this clause (xiii) shall not, in the aggregate, exceed, when aggregated with the adjustments made pursuant to the definition of Pro Forma Cost Savings, 35% of Consolidated EBITDA for any four Fiscal Quarter period (determined after giving effect thereto),

(xiv) (i) the amount of payments made to option holders, stock holders or restricted stock unit holders of Borrower in connection with, or as a result of, any distribution being made to shareholders of such person, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted in the Credit Documents, and (ii) directors’ fees and expenses paid or accrued by Borrower or its Restricted Subsidiaries or, to the extent paid or accrued with respect to services that relate directly to Borrower or its Restricted Subsidiaries and paid for with amounts distributed by Borrower and its Restricted Subsidiaries, of any direct or indirect parent thereof,

(xv) other adjustments that are (i) determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Exchange Act and as interpreted by the staff of the SEC (or any successor agency), (ii) approved by the Required Lenders, or (iii) contained in the Financial Model,

(xvi) net realized losses from Swap Contracts or embedded derivatives that require similar accounting treatment,

(xvii) any net loss included in Consolidated Net Income attributable to non-controlling interests in any non-wholly owned Subsidiary or any joint venture,

(xviii) all cash actually received (or any netting arrangements resulting in reduced cash expenditures) during the relevant period and not included in Consolidated Net Income in respect of any non-cash gain deducted in the calculation of Consolidated EBITDA (including any component definition) for any previous period and not added back during such period, and

(xix) (i) reasonable and documented costs, expenses and fees incurred in connection with the implementation of ASC 606 and (ii) any non-cash costs, expenses and fees and transitional adjustments resulting from the application of ASC 606, and less

(b) the following to the extent added in calculating such Consolidated Net Income

(A) all interest income for such period,

(B) all income tax benefits included in Consolidated Net Income for such period,

(D) the aggregate net gain from Asset Sales of property (other than accounts (as defined in the Uniform Commercial Code) and inventory) outside the ordinary course of business, all as determined on a consolidated basis,

(E) all non-cash items increasing Consolidated Net Income which do not represent a cash item in such period or any future period,

(F) any net realized income or gains from any obligations under any Swap Contracts or embedded derivatives that require similar accounting treatment,

(G) the amount of any minority interest net income attributable to non-controlling interests in any non-wholly owned Subsidiary or any joint venture, and

(H) any non-cash gains resulting from the application of ASC 606 and any positive transitional adjustments resulting therefrom.

“Consolidated Interest Expense” for any period, the excess of (a) total cash interest expense (including that attributable to Capital Leases for the calculation of Consolidated EBITDA and excluding that attributable to Capital Leases for the calculation of Consolidated Fixed Charges) of the Borrower and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing), determined in accordance with GAAP, over (b) income (net of costs) and net costs under Swap Contracts in respect of interest rates to the extent such net income is allocable to such period in accordance with GAAP, but excluding, to the extent related to the Transactions, debt issuance costs and debt discount or premium, properly classified as an interest expense under GAAP.

“Consolidated Fixed Charge Coverage Ratio” means for any period of four consecutive fiscal quarters, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Fixed Charges for such period, in each case, calculated on a pro forma basis.

“Consolidated Fixed Charges” means for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period, (b) income taxes paid in cash during such period and (c) Capital Expenditures paid in cash during such period (excluding the principal amount of Indebtedness incurred during such period to finance such expenditures, but including any repayments of any Indebtedness incurred during such period or any prior period to finance such expenditures).

“Consolidated Funded Indebtedness” of a Person means all Indebtedness of the type described in clauses (i) (but excluding surety bonds, performance bonds or other similar instruments), (ii), and (iii) (solely to the extent reimbursement obligations are due and owing thereunder for more than three consecutive Business Days) of the definition of “Indebtedness” of such Person and its Restricted Subsidiaries on a consolidated basis, in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but (x) excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any acquisition and (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire stated principal amount thereof, without giving effect to any discounts or upfront payments). For the avoidance of doubt, it is understood that obligations ~~(a)~~ under Swap Contracts and Cash Management Services ~~or (b) owed by Unrestricted Subsidiaries~~ do not constitute Consolidated Funded Indebtedness.

“Consolidated Funded Senior Secured Indebtedness” means Consolidated Funded Indebtedness of the Borrower and its Restricted Subsidiaries that is secured by a Lien on any asset or property of the Borrower and its Restricted Subsidiaries; provided that such Consolidated Funded Indebtedness is not expressly subordinated pursuant to a written agreement in right of payment to the Obligations.

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

(a) the income (or deficit) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Restricted Subsidiaries shall be excluded;

(b) the income (or deficit) of any Person (other than a Restricted Subsidiary of the Borrower) in which the Borrower or any of its Restricted Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Restricted Subsidiary in the form of dividends or similar distributions or that (as reasonably determined by an Authorized Officer) could have been distributed by such Person during such period to the Borrower or a Restricted Subsidiary, shall be excluded;

(c) the undistributed earnings of any Restricted Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Credit Document), its Organizational Documents or applicable Laws, shall be excluded;

(d) expenses and lost profits with respect to liability or casualty events or business interruption will be disregarded to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer, but only to the extent that such amount

(i) has not been denied by the applicable carrier in writing and (ii) is in fact reimbursed within 365 days of the date on which such liability was discovered or such casualty event or business interruption occurred (with a deduction for any amounts so added back that are not reimbursed within such 365-day period); provided that any proceeds of such reimbursement when received shall be excluded from the calculation of Consolidated Net Income to the extent the expense or lost profit reimbursed was previously disregarded pursuant to this clause (d);

(e) losses, charges and expenses that are covered by indemnification, reimbursement, guaranty, purchase price adjustment or other similar provisions in favor of Borrower or its Restricted Subsidiaries in any agreement entered into by Borrower or any of its Restricted Subsidiaries shall be excluded to the extent actually reimbursed, or, so long as such Person has made a determination that a reasonable basis exists for indemnification, reimbursement, guaranty or purchase price adjustment, but only to the extent that such amount is in fact indemnified, reimbursed, guaranteed or adjusted within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days);

(f) the effects of purchase accounting, fair value accounting or recapitalization accounting adjustments (including the effects of such adjustments pushed down to the referent Person and its Restricted Subsidiaries) resulting from the application of purchase accounting, fair value accounting or recapitalization accounting (including in the inventory property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items), and the amortization, write-down or write-off of any amounts thereof, net of taxes, shall be excluded;

(g) all non-cash impairment charges and asset write-ups, write-downs and write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising from the application of GAAP shall be excluded;

(h) all non-cash expenses realized in connection with or resulting from equity or equity-linked compensation plans, employee benefit plans or agreements or post-employment benefit plans or agreements, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock, stock appreciation or other similar rights shall be excluded; and

(i) any costs or expenses incurred in connection with the payment of dividend equivalent rights to holders of equity-based incentive awards pursuant to any management equity plan, stock option plan or any other management or employee benefit plan or agreement or post-employment benefit plan or agreement shall be excluded.

“Consolidated Senior Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Senior Secured Indebtedness of the Borrower and its Restricted Subsidiaries as of such date (less the unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries as of such date in an aggregate amount up to $75,000,000), to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period ended on such date, in each case, calculated on a Pro Forma Basis.

“Consolidated Total Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness of the Borrower and its Restricted Subsidiaries as of such date (less the unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries as of such date in an aggregate amount up to $75,000,000) to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the Test Period ended on such date, in each case, calculated on a Pro Forma Basis.

“Consolidated Total Assets” means, as of any date of determination, all assets that would, in conformity with GAAP, be set forth under the caption “total assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date, in each case, calculated on a Pro Forma Basis.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument (other than a Credit Document) to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contributing Guarantors” as defined in Section 7.2.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Any Person holding more than ten percent (10 %) of the voting Equity Interests in another Person shall be deemed to be in Control of such Person. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlled Foreign Corporation” means a “controlled foreign corporation” (within the meaning of Section 957 of the Code) of which the Borrower or any of its Subsidiaries is a “United States shareholder” (within the meaning of Section 951 of the Code) and with respect to which the Borrower shall have made a determination, in its reasonable judgment, that a guaranty by, grant of a Lien by, or pledge of two-thirds or more of the voting Equity Interests of, such Subsidiary would result in incremental income tax liability as a result of the application of Section 956 of the Code, taking into account actual anticipated repatriation of funds, foreign tax credits and other relevant factors.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a written Conversion/Continuation Notice substantially in the form of Exhibit A-2.

“Convertible Bond Indebtedness” means unsecured Indebtedness having a feature which entitles the holder thereof to convert or exchange all or a portion of such Indebtedness into or by reference to Equity Interests of the Borrower (or other securities or property following a merger event or other change of the Equity Interests of the Borrower). For the avoidance of doubt, the Senior Notes and 2022 Convertible Notes shall constitute Convertible Bond Indebtedness.

“Counterpart Agreement” means a joinder to this Agreement substantially in the form of Exhibit F.

“Credit Document” means any of this Agreement, the Notes, if any, each Notice, each Counterpart Agreement, if any, the Collateral Documents, the Intercreditor Agreements, the Agency Fee Letter and each other document jointly identified by the Borrower and the Administrative Agent from time to time.

“Credit Document Obligations” means all obligations of every nature of each Credit Party from time to time owed to any Agent (including any former Agent), any Lender, whether for principal, interest (including interest which, but for the filing of a petition in any proceeding under any Debtor Relief Law with respect to such Credit Party, would have accrued on any Credit Document Obligation, whether or not a claim is allowed against such Credit Party for such interest in such proceeding), fees, expenses, indemnification or otherwise.

“Credit Extension” means the making of a Loan or the issuance of a Letter of Credit.

“Credit Party” means the Borrower and each Guarantor.

“Credit Support” means, with respect to any Person and any Indebtedness or other obligations, (i) such Person’s guarantee of, or becoming a direct or indirect obligor with respect to, such Indebtedness or other obligations, (ii) such Person’s pledge or other hypothecation of its assets to directly or indirectly secure or provide recourse with respect to such Indebtedness or other obligations, (iii) such Person becoming directly or indirectly liable for such Indebtedness or other Obligations or (iv) such Person providing any other form of direct or indirect credit support for such Indebtedness or other obligations (including by means of a “keepwell” or other similar commitment).

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

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

“Declined Proceeds” as defined in Section 2.11(b).

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Defaulting Lender” means any Lender that has (a) failed to (x) fund any portion of its Loans, or (y) fund any portion of its participations in Letters of Credit or Swingline Loans, in each case within one Business Day of the date on which such funding is required hereunder, (b) notified the Borrower, the Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement or provided any written notification to any Person to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent (whether acting on its own behalf or at the reasonable request of the Borrower (it being understood that the Administrative Agent shall comply with any such reasonable request)) to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans, (d) otherwise failed to pay over to the Administrative Agent, any Issuing Lender, any Swingline Lender or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (e)(i) become or is insolvent or has a parent company that has become or is insolvent, (ii) become the subject of a bankruptcy or insolvency proceeding or any action or proceeding of the type described in Section 8.1(f) or (h), or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (iii) become the subject of a Bail-In Action or has a parent company that has become the subject of a Bail-In Action; provided that a Lender shall not be deemed to be a Defaulting Lender solely by

virtue of the ownership or acquisition of any capital stock in such Lender or its direct or indirect parent by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with an Asset Sale pursuant to Section 6.8(r) that is designated as Designated Non-Cash Consideration pursuant to a certificate of an officer of the Borrower, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on or other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed, sold or otherwise disposed of or returned in exchange for consideration in the form of cash or Cash Equivalents in compliance with Section 6.8.

“Disqualified Equity Interest” means any Equity Interest which is not Qualified Equity Interests.

“Disqualified Lenders” means (a) those Persons identified by the Borrower to the Administrative Agent in writing prior to the Closing Date, (b) those Persons who are competitors of the Borrower and its Subsidiaries identified by the Borrower to the Administrative Agent from time to time in writing (including by email) and (c) in the case of each Persons identified pursuant to clauses (a) and (b) above, any of their Affiliates that are either (i) identified in writing by the Borrower from time to time or (ii) clearly identifiable as Affiliates on the basis of such Affiliate’s name (other than, in the case of this clause (c), Affiliates that are bona fide debt funds); provided that no updates to the Disqualified Lender list shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation in respect of the Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not Disqualified Lenders. Any supplement to the list of Disqualified Lenders pursuant to clause (b) or (c) above shall be sent by the Borrower to the Administrative Agent in writing (including by email) and such supplement shall take effect on the Business Day such notice is received by the Administrative Agent (it being understood that no such supplement to the list of Disqualified Lenders shall operate to disqualify any Person that is already a Lender).

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means a Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that 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 that is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“Early Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.

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

~~(1) a notification by the Administrative Agent to (or the~~ ~~request by the Borrower to the Administrative Agent~~ ~~to notify) each of the other parties hereto that at least five~~ currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2) the joint election by the Administrative Agent and the Borrower to trigger a fallback from USD LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders.

“Earn-Out Obligations” those certain obligations of the Borrower or any Restricted Subsidiary arising in connection with any acquisition of assets or businesses permitted under Section 6.6 to the seller of such assets or businesses and the payment of which is dependent on the future earnings or performance of such assets or businesses and contained in the agreement relating to such acquisition or in an employment agreement delivered in connection therewith.

“ED” means the United States Department of Education and any successor agency administering student financial assistance under Title IV, HEA Programs.

“Educational Agency”: means any entity or organization, whether governmental or non-governmental, that engages in granting or withholding educational approvals, administers student financial assistance to or for students of, or otherwise regulates educational institutions, programs or courses, in accordance with standards relating to the performance, operation, financial condition, privacy or academic standards of such institutions, programs or courses, including (i) ED, any Accrediting Body, any State Educational Agency, and (ii) any Governmental Authority with jurisdiction to enforce laws or regulations concerning misrepresentation, unfair, deceptive or abusive acts and practices, consumer fraud, or other consumer protection laws and regulations as such laws and regulations apply to educational institutions, programs and courses; provided, that the term Educational Agency does not include the data protection authority of any European Union member nation.

“Educational Law”: means any federal, state, local or similar statute, law, regulation, ordinance, order, rule, official ED guidance or standard issued or administered by any Educational Agency.

“Educational Services Agreement” means an agreement between any Credit Party and any educational institution for the provision of any services supporting the operation of such institution or its educational programs or courses in any respect, including but not limited to, as applicable: marketing; student recruiting or admissions; enrollment management; course support for online delivery of courses; the provision of technology; faculty recruiting or development, placement services for student internships, externships or clinical experiences; and student counseling.

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

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

“Effective Yield” means, as to any Indebtedness as of any date of determination, the effective yield on such Indebtedness in the reasonable determination of the Administrative Agent and the Borrower and consistent with generally accepted financial practices, taking into account the applicable interest rate margins, any interest rate floors (the effect of which floors shall be determined in a manner set forth in the proviso below) or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (a) the remaining weighted average life to maturity of such Indebtedness and (b) the four years following the date of incurrence thereof) payable generally to lenders or other institutions providing such Indebtedness, but excluding any arrangement, structuring, ticking, commitment, underwriting or other similar fees payable in connection therewith and, if applicable, consent fees for an amendment (in each case regardless of whether any such fees are paid to or shared in whole or in part with any lender) and any other fees not paid to all relevant lenders generally; provided that with respect to any Indebtedness that includes a “~~LIBOR~~SOFR floor” or “Base Rate floor,” (i) to the extent that the ~~Adjusted Eurodollar Rate (~~Term SOFR (with an Interest Period of one month) or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the Effective Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the Effective Yield and (ii) to the extent that the ~~Adjusted Eurodollar Rate~~Term SOFR (with an Interest Period of one month) or Base Rate (without giving effect to any floors in such definitions), as applicable, on the date that the Effective Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the Effective Yield.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.6(b)(iii), 10.6(b)(v) and 10.6(b)(vi) (subject to such consents, if any, as may be required under Section 10.6(b)(iii)).

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA (regardless of whether such plan is subject to ERISA, but other than any Multiemployer Plan or Foreign Pension Plan) which is sponsored, maintained or contributed to by, or required to be contributed by, the Borrower or any of its Restricted Subsidiaries or, solely with respect to such a plan subject to Title IV of ERISA, any of their respective ERISA Affiliates, or with respect to which the Borrower or any of its Restricted Subsidiaries has any material liability.

“Environmental Claim” means any notice of violation, claim, action, suit, proceeding, demand, abatement order or other written notice or order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health or safety (with respect to exposure to Hazardous Materials), natural resources or the environment.

“Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them) Laws, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) pollution or the protection of the environment, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health (with respect to exposure to Hazardous Materials), industrial hygiene, land use or the protection of human, plant or animal health or welfare (in each case with respect to exposure to Hazardous Materials), in any manner applicable to the Borrower or any of its Restricted Subsidiaries or any real property thereof.

“Equity Interests” means all shares of capital stock, partnership interests (whether general or limited), limited liability company membership interests, beneficial interests in a trust and any other interest or participation that confers on a Person the right to receive a share of profits or losses, or distributions of assets, of an issuing Person, including any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding any debt Securities convertible into or exchangeable for such Equity Interests (including, for the avoidance of doubt, any Convertible Bond Indebtedness).

“ERISA” means the Employee Retirement Income Security Act of 1974, and any successor thereto.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member; and (iii) solely for purposes of Section 412 of the Code, any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that Person is a member.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043(c) of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation); (ii) with respect to any Pension Plan, the failure to meet the minimum funding standard of Section 412 of the Code (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430(j) of the Code or, with respect to any Multiemployer Plan, the failure to make any required contribution in accordance with Section 515 of ERISA except where such failure to make a required contribution does not result and could not reasonably be expected to result in a Material Adverse Effect or the application for a waiver of the minimum funding standard or an extension of any amortization period, within the meaning of Sections 412(c) or 431(d) of the Code with respect to any Pension Plan; (iii) the provision by the

administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by the Borrower or any of its Restricted Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to the Borrower or any of its Restricted Subsidiaries pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan or Multiemployer Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on any ERISA Party pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) with respect to a Multiemployer Plan, the withdrawal of any ERISA Party in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) if there is any potential liability to the ERISA Parties therefor, or the receipt by any ERISA Party of notice that such plan is in insolvency pursuant to Section 4245 of ERISA, or that such plan is to terminate or has terminated under Section 4041A of ERISA (to the extent such termination will or is likely to result in a liability to the ERISA Parties) or under 4042 of ERISA; (viii) the occurrence of an act or omission which could reasonably be expected to give rise to the imposition on the ERISA Parties of fines, penalties, taxes or related charges under Chapter 43 of Title 26 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan to the extent that such fines, penalties, taxes or related charges result in or could reasonably be expected to result in a Material Adverse Effect; (ix) the assertion of a material claim (other than routine claims for benefits), suit, action, proceeding, hearing, audit or, to the knowledge of the Borrower, investigation against any Foreign Pension Plan or the assets thereof, Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against an ERISA Party in connection with any Employee Benefit Plan or Foreign Pension Plan that results in or could reasonably be expected to result in a Material Adverse Effect; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code, or the receipt of notice of the failure of a Foreign Pension Plan to qualify for any applicable tax-favored status or to be registered and maintained in good standing with the applicable Governmental Authority; or (xi) the imposition of a lien on the assets of the Borrower or any of its Restricted Subsidiaries pursuant to Section 430(k) of the Code or Section 303(k) or Section 4068 of ERISA.

“Erroneous Payment” as defined in Section 9.14(a).

“ERISA Party” means the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate of either of the foregoing.

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

“Eurocurrency Reserve Requirements” means for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board of

Governors or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board of Governors) maintained by a ~~member bank of the Federal Reserve System.~~

“Eurodollar Base Rate” means (i) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate which appears on the page of the applicable Bloomberg LIBOR Screen Page which displays an average London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on the applicable Interest Rate Determination Date, (ii) in the event the rate referenced in the preceding clause (i) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays an average London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date or (iii) if the rates referenced in the preceding clauses (i) and (ii) are not available, the rate per annum equal to the average quotation rate offered by three first class banks in the London interbank market to the Administrative Agent for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date.

~~“Eurodollar Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.~~

“Eurodollar Rate” means with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum equal to (x) the Eurodollar Base Rate as of such date ~~divided by~~ (y) (1.00 ~~minus~~ Eurocurrency Reserve Requirements as of such date).

“Event of Default” as defined in Section 8.1.

“Exchange Act” means the Securities Exchange Act of 1934, and any successor statute.

“Excluded Assets” shall have the meaning given to Excluded Assets in the Collateral Agreement.

“Excluded Earnout” means any obligations of Borrower or any Subsidiary to pay additional consideration in connection with an acquisition if such additional consideration is payable (i) in capital stock or Equity Interests, (ii) in cash or (iii) any combination of the foregoing.

“Excluded Subsidiary” means (a) Immaterial Subsidiaries ~~and Unrestricted Subsidiaries~~, (b) any Subsidiary that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Closing Date or at the time of acquisition thereof after the Closing Date, in each case, from guaranteeing or granting a Lien on its assets to secure the Obligations or which would require governmental (including

regulatory) consent, approval, license or authorization to provide a bank guarantee unless such consent, approval, license or authorization has been received, (c) not-for-profit Subsidiaries, (d) (i) any direct or indirect Foreign Subsidiary that is a controlled foreign corporation within the meaning of Section 957 of the Code (a “CFC”), (ii) any direct or indirect subsidiary of a CFC, (iii) any Foreign Subsidiary Holding Company and (iv) any direct or indirect Subsidiary of a Foreign Subsidiary Holding Company, (e) special purpose entities (including any securitization vehicle (or similar entity)), (f) any Subsidiary acquired pursuant to an acquisition permitted under this Agreement financed with secured Indebtedness permitted to be incurred under Section 6.1(q) and any Subsidiary thereof that guarantees such Indebtedness (in each case to the extent such secured Indebtedness prohibits such Subsidiary from becoming a Guarantor), (g) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences of guaranteeing the Obligations would be excessive in view of the benefits to be obtained by the Lenders therefrom, (h) any captive insurance Subsidiary and (i) any other Subsidiary of the Borrower, for so long as such Subsidiary would not be able to execute a guaranty or pledge, as applicable, without giving rise to material adverse tax consequences (including as a result of any law or regulation in any non-U.S. jurisdiction similar to Section 956 of the Code). Notwithstanding the foregoing, in no event shall the “Company” (under and as defined in the Circuit Acquisition Agreement, but for the avoidance of doubt, not the Circuit Seller) constitute an “Excluded Subsidiary” for any purpose under this Agreement.

“Excluded Swap Obligation” means, with respect to any Guarantor, (a) any Swap Contract 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, as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the U.S. 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 (determined after giving effect to any applicable keep well, support, or other agreement for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Credit Parties) at the time the guarantee of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Credit Parties and counterparty applicable to such Swap Obligations. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means 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 applicable Commitment or, if such Lender did not fund the applicable Loan pursuant to a prior Commitment, on the date such Lender acquires the applicable interest in such Loan (in each case, other than pursuant to an assignment request by the Borrower under Section 2.18 or Section 2.19) 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 Xxxxxx’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.

“Executive Order No. 13224” means that certain Executive Order No. 13224, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Existing Credit Agreement” means that certain Credit Agreement, dated as of June 25, 2020, by and among the Borrower, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent and the lenders party and other financial institutions party thereto (as amended from time to time prior to the Closing Date).

“Existing Letters of Credit” means each letter of credit issued and outstanding as of the Closing Date, as set forth on Schedule 1.1(a).

“Extension Agreement and Incremental Effective Date” has the meaning set forth in the Extension Agreement.

“Extension Agreement” means that certain Extension Amendment, Second Amendment and First Incremental Agreement to Credit and Guaranty Agreement dated as of January 9, 2023 by and among, the Credit Parties, the Administrative Agent and the Lenders party thereto.

“Extension Voluntary Prepayment” has the meaning set forth in the Extension Agreement.

“Facility” means the Term Loan Facilities or the Revolving Credit Facility.

“Fair Share” as defined in Section 7.2.

“Fair Share Contribution Amount” as defined in Section 7.2.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations thereunder or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) (or any amended or successor version described above) 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.

“Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal) 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, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average of quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“FEMA” means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the NFIP.

“Financial Model” the financial model and other financial information delivered by the Borrower to the Lenders on May 7, 2021.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer (or comparable officer) of the Borrower that such financial statements fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of the Borrower and its Restricted Subsidiaries ending on December 31 of each calendar year, as may be adjusted pursuant to this Agreement.

“Flood Notice” has the meaning assigned thereto in Section 5.12(a)(v)(B).

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to ~~USD LIBOR~~Term SOFR. For the avoidance of doubt, as of the Closing Date, the initial Floor for Term SOFR shall be 0.75% with respect to the Original Term Loans, 2022 Term Loans and 2022 Incremental Revolving Loans.

“Foreign Lender” means (i) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (ii) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“Foreign Pension Plan” means any plan, fund (including, without limitation, any superannuation fund) or other similar program established or maintained outside of the United States by the Borrower or any of its Restricted Subsidiaries primarily for the benefit of employees of the Borrower or any of its Restricted Subsidiaries residing outside of the United States that provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

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

“Foreign Subsidiary Holding Company” means any Domestic Subsidiary of the Borrower substantially all of the assets of which consist of the Equity Interests (or Equity Interests and other Securities) of one or more Controlled Foreign Corporations or other Foreign Subsidiary Holding Companies.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any Issuing Lender, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such Issuing Lender other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to any Swingline Lender, such Defaulting Lender’s Applicable Percentage of outstanding Swingline Loans made by such Swingline Lender other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

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

“Funding Date” means the date on which the Initial Term Loans are funded (but in no event later than one Business Day after the Closing Date).

“Funding Guarantor” as defined in Section 7.2.

“Funding Notice” means a written notice substantially in the form of Exhibit A-1 or any other form reasonably approved by the Administrative Agent.

“GAAP” means, subject to the limitations on the application thereof set forth in Xxxxxxx 0.0, Xxxxxx Xxxxxx generally accepted accounting principles in effect as of the date of determination thereof.

“Governmental Authority” means 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).

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Granting Lender” as defined in Section 10.6(e)(ii).

“Grantor” as defined in the Collateral Agreement.

“Guaranteed Obligations” as defined in Section 7.1.

“Guarantor” means each Restricted Subsidiary of the Borrower that is a signatory hereto or that executes a Counterpart Agreement until such time as such Restricted Subsidiary is released in accordance with Section 7.12.

“Guaranty” means the guaranty of each Guarantor set forth in Section 7.

“Hazardous Materials” means any hazardous or toxic chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the environment, in each case due to its dangerous and deleterious properties or characteristics.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the Laws applicable to any Lender which are presently in effect or, to the extent allowed by Law, under such applicable Laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable Laws now allow.

“Historical Financial Statements” means the audited consolidated balance sheet as of December 31, 2020 and the related consolidated statements of operations, and stockholders’ deficit and cash flows such Fiscal Year.

“Immaterial Subsidiary” means, as of any date of determination, any Restricted Subsidiary of the Borrower (a) whose total assets as of the most recent available quarterly or year-end financial statements after giving Pro Forma Effect to any acquisitions or dispositions of companies, divisions or lines of business since the start of such four quarter period and on or prior to the date of acquisition of such Restricted Subsidiary do not exceed 5.00% of the consolidated total assets (excluding intercompany amounts and balances) of the Borrower and its Restricted Subsidiaries at such date and (b) whose revenues for the most recently ended four quarter period for which financial statements are available do not exceed 5.00% of the consolidated revenues (excluding intercompany amounts and balances) of the Borrower and its Restricted Subsidiaries for such period, in each case determined in accordance with GAAP; provided that (i) the total assets of all such Restricted Subsidiaries as of the most recent available quarterly or year-end financial statements shall not exceed ~~15.00~~7.50% of the consolidated total assets (excluding intercompany amounts and balances) of the Borrower and its Restricted Subsidiaries at such date and (ii) the revenues of all such Restricted Subsidiaries for the most recently ended four-quarter period for which financial statements are available after giving Pro Forma Effect to any acquisitions or dispositions of companies, divisions or lines of business since the start of such four quarter period and on or prior to the date of acquisition of such Restricted Subsidiary shall not exceed ~~15.00~~7.50% of the consolidated revenues (excluding intercompany amounts and balances) of the Borrower and its Restricted Subsidiaries for such period, in each case determined in accordance with GAAP. The Borrower may change the designation of any Restricted Subsidiary as an Immaterial Subsidiary by providing written notice to the Administrative Agent; provided that any Restricted Subsidiary of the Borrower formed or acquired after the Closing Date, as applicable, that meets the requirements of an “Immaterial Subsidiary” set forth herein shall be deemed designated as an “Immaterial Subsidiary” unless the Borrower otherwise notifies the Administrative Agent in writing. Notwithstanding the foregoing, in no event shall the “Company” (under and as defined in the Circuit Acquisition Agreement, but for the avoidance of doubt, not the Circuit Seller) constitute an “Immaterial Subsidiary” for any purpose under this Agreement.

“Incremental Equivalent Debt” means Indebtedness issued in accordance with Section 2.25 consisting of one or more series of junior lien term loans or notes, subordinated notes or senior unsecured notes, and, in the case of any issuance of notes, issued in a public offering, Rule 144A or other private placement transaction, a bridge facility in lieu of the foregoing, or junior lien or subordinated loans, secured or unsecured mezzanine Indebtedness or debt securities, in each case subject to the terms set forth in Section 2.25 and, if secured, shall only be secured by the Collateral on a junior lien basis to the Initial Term ~~Loan~~Loans, 2022 Term Loans or 2022 Incremental Revolving Loans and shall be subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent.

“Incremental Facility” has the meaning as defined in Section 2.22.

“Incremental Facility Effective Date” has the meaning as defined in Section 2.22.

“Incremental Lender” means any Person that makes a Loan pursuant to Section 2.22, or has a commitment to make a Loan pursuant to Section 2.22.

“Incremental Revolving Commitment” has the meaning as defined in Section 2.22.

“Incremental Revolving Increase” has the meaning as defined in Section 2.22.

“Incremental Revolving Joinder” has the meaning as defined in Section 2.22.

“Incremental Revolving Loans” has the meaning as defined in Section 2.22.

“Incremental Term Facility” has the meaning as defined in Section 2.22.

“Incremental Term Facility Maturity Date” means, with respect to any series or tranche of Incremental Term Loans established pursuant to an Incremental Term Joinder, the maturity date therefor as set forth in such Incremental Term Joinder.

“Incremental Term Joinder” has the meaning as defined in Section 2.22.

“Incremental Term Loan Commitment” has the meaning as defined in Section 2.22.

“Incremental Term Loans” has the meaning as defined in Section 2.22.

“Indebtedness” as applied to any Person, means, without duplication, (i) indebtedness for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP (excluding, for the avoidance of doubt, lease payments under operating leases); (iii) any obligation owed for all or any part of the deferred purchase price of property or services, including earn-outs earned but past due (excluding trade or similar payables, accrued income taxes, VAT, deferred taxes, sales taxes, equity taxes and accrued liabilities incurred in the ordinary course of such Person’s business and excluding Excluded

Earnouts); (iv) the undrawn face amount of any letter of credit, bankers’ acceptances, bank guarantees, surety bonds, performance bonds, and similar instruments issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (v) Disqualified Equity Interests; (vi) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the Indebtedness of another; (vii) any obligation of such Person in respect of the Indebtedness described in clauses (i) through (vi) hereof the primary purpose or intent of which is to provide assurance to an obligee that the Indebtedness of the primary obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (viii) any liability of such Person for the Indebtedness of another in respect of the Indebtedness described in clauses (i) through (vi) hereof through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (viii), the primary purpose or intent thereof is as described in clause (vii) above; (ix) net obligations of such Person under any Swap Contract; and (x) Indebtedness of the type referred to in clauses (i) through (ix) above secured by a Lien on any property or asset owned or held by that Person regardless of whether the Indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; provided, the amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date; provided, further that the following shall not constitute Indebtedness: (i) any right of use liabilities recorded in accordance with Accounting Standards Update (“ASU”) Xx. 0000-00, Xxxxxx (Xxxxx 000), (xx) liabilities recorded under GAAP related to lease accounting (ASC 840) (other than in respect of capital leases), (iii) any liabilities resulting from equity awards accounted for as a liability, (iv) prepaid or deferred revenue arising in the ordinary course of business and purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy unperformed obligations of the seller of such asset, (v) Capped Call Transactions, (vi) purchase price adjustments and Earn-Out obligations (until such obligations or adjustments become a liability on the balance sheet of such Person in accordance with GAAP and solely if not paid after becoming due and payable), (vii) royalty payments made in the ordinary course of business in respect of licenses (to the extent such licenses are permitted hereby), (viii) any accruals for payroll and other non-interest bearing liabilities accrued in the ordinary course of business, including tax accruals, (ix) deferred rent obligations, taxes and compensation, (x) customary payables with respect to money orders or wire transfers, (xi) customary obligations under employment arrangements, (xii) obligations in respect of any license, permit or other approval arising in the ordinary course of business, and (xiii) any obligations attributable to the exercise of appraisal rights and the settlement or resolution of any claims or actions (whether actual, contingent or potential) with respect thereto.

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

“Indemnitee” as defined in Section 10.3(a).

“Initial Term Loan” means a term loan made by the Lenders on the Funding Date to the Borrower pursuant to Section 2.1(a)(i).

“Initial Term Loan Commitment” means the commitment of a Lender to make or otherwise fund an Initial Term Loan and “Initial Term Loan Commitments” means such commitments of all of the Lenders in the aggregate. The amount of each Lender’s Initial Term Loan Commitment, if any, is set forth on Appendix A or in the applicable Assignment and Assumption, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Initial Term Loan Commitments as of the Closing Date is $475,000,000 and following the Extension Agreement and Incremental Effective Date is $0.00.

“Initial Term Loan Facility” means the Initial Term Loan Commitments and the provisions herein related to the Initial Term Loans.

“Initial Term Loan Maturity Date” means December 28, 2024.

“Initial Term Loan Note” means a promissory note in the form of Exhibit B-1.

“Intellectual Property” has the meaning assigned to such term in the Collateral Agreement.

“Intellectual Property Security Agreement” has the meaning assigned to that term in the Collateral Agreement.

“Intercreditor Agreement” means (a) an intercreditor agreement governing the Lien priorities among the Obligations and any Incremental Equivalent Debt in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders (such consent to not to be unreasonably withheld, conditioned or delayed) or (b) any form of first lien/first lien intercreditor agreement or first lien/second lien intercreditor agreement required by the provider of the applicable program under which Permitted COVID Senior Lien Indebtedness is incurred in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders (such consent to not to be unreasonably withheld, conditioned or delayed).

“Interest Payment Date” means with respect to (i) any Base Rate Loan (other than any Swingline Loan), the last Business Day of each calendar quarter, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; ~~and~~ (ii) any ~~Eurodollar~~Term SOFR Loan, the last day of each Interest Period applicable to such Loan; and (iii) as to any Swingline Loan, the day that such Loan is required to be paid.

“Interest Period” means, in connection with a ~~Eurodollar~~Term SOFR Loan, an interest period of one, three, or six, as selected by the Borrower, (i) initially, commencing on the Funding Date and ending on the last Business Day of such period, and (ii) thereafter commencing on the day on which the immediately preceding Interest Period expires and ending on the last Business Day of the next succeeding one-month, three, or six, (as selected by the Borrower in the Conversion/Continuation Notice and); provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in

the calendar month at the end of such Interest Period) shall, subject to ~~clause~~clauses (c), (d) and (e), of this definition, end on the last Business Day of a calendar month; ~~and~~ (c) no Interest Period with respect any Initial Term Loan shall extend beyond the Initial Term Loan Maturity Date., (d) no Interest Period with respect to any 2022 Term Loan shall extend beyond the 2022 Term Loan Maturity Date and (e) no Interest Period with respect to any 2022 Incremental Revolving Loan shall extend beyond the Revolving Termination Date.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Investment” means (i) any direct or indirect purchase or other acquisition by the Borrower or any of its Restricted Subsidiaries of, or of a beneficial interest in, any of the Securities, Equity Interests or any other assets constituting a business line or unit of, or a division of, or make any other investment in, any other Person ; and (ii) any direct or indirect loan, advance or capital contribution by the Borrower or any of its Restricted Subsidiaries to any other Person. For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment less any returns to the Borrower or any of its Restricted Subsidiaries in respect of such Investment made in cash or Cash Equivalent; provided that, the aggregate amount of such returns shall not exceed the original amount of such Investment.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuing Lender” means Xxxxxx Xxxxxxx Senior Funding, Inc. in its capacity as issuer of any Letter of Credit and/or such other Lender or Affiliate of a Lender as the Borrower may select and such Lender or Affiliate of a Lender shall agree to act in the capacity of Issuing Lender hereunder pursuant to this Agreement.

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

“Junior Financing” means Junior Indebtedness or any other Indebtedness of the Borrower or any Restricted Subsidiary, in each case, that is required to be subordinated in payment, lien priority or any other manner to the Obligations. For the avoidance of doubt, Convertible Bond Indebtedness shall not be deemed to be Junior Financing unless such Convertible Bond Indebtedness is expressly subordinated in right of payment to the Obligations.

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

“Junior Indebtedness” means Indebtedness of any Person so long as (a) such Indebtedness is either unsecured or Subordinated Indebtedness or Second Lien Indebtedness; and (b) if such Indebtedness is Subordinated Indebtedness or Second Lien Indebtedness, the

other terms and conditions contained in the relevant definitions thereof shall be satisfied. For the avoidance of doubt, the Senior Notes, 2022 Convertible Notes and any Permitted Refinancing (but not a conversion thereof into Equity Interests) thereof shall be Junior Indebtedness.

“Junior Restricted Financing” as defined in Section 6.3.

“L/C Commitment” as to any Issuing Lender, the obligation of such Issuing Lender, if any, to issue Letters of Credit in an aggregate principal not to exceed the amount set forth on Annex B to the Extension Agreement or in the applicable Assignment and Assumption, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the L/C Commitments on the Extension Agreement and Incremental Effective Date $10,000,000.

“L/C Exposure” as to any Lender, its pro rata portion of the L/C Obligations.

“L/C Fee” as defined in Section 2.26(e).

“L/C Fee Payment Date” the first Business Day following the last day of each March, June, September and December and the last day of the Revolving Availability Period.

“L/C Obligations” as at any date of determination, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.26(l). For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.11. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Participants” the collective reference to all the Revolving Lenders other than an Issuing Lender.

“Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, guidances, guidelines, ordinances, rules, judgments, orders, decrees, codes, plans, injunctions, permits, concessions, grants, franchises, governmental agreements and governmental restrictions, whether now or hereafter in effect.

“LCA Election” means the Borrower’s election to treat a Permitted Acquisition or other Investment permitted hereunder as a Limited Condition Acquisition.

“LCA Test Date” as defined in Section 1.9.

“Lender” means (a) at any time on or prior to the Funding Date, any Lender that has an Initial Term Loan Commitment at such time and (b) at any time after the Funding Date, any Lender that holds Term Loans, or Term Loan Commitments at such time or any Incremental Revolving Commitments (including, as of the Extension Agreement and Incremental Effective Date, any 2022 Incremental Revolving Loans, 2022 Incremental Revolving Commitments, L/C Commitments or Swingline Loans).

“Lender Affiliated Parties” as defined in Section 10.22.

“Lender Party” as defined in Section 10.17.

“Letters of Credit” as defined in Section 2.26(a).

“Lien” means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing, but not including the interest of a lessor under a lease which is not a Capital Lease. For the avoidance of doubt, Convertible Bond Indebtedness and Capped Call Transactions, in each case, shall not constitute Liens.

“Limited Condition Acquisition” any Permitted Acquisition or other Investment permitted hereunder by Borrower or one or more of its Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on the obtaining of, third party financing.

“Liquidity” means the amount of unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries, plus the unused commitments under any revolving facility then if effect.

“Loan” means ~~a Term Loan~~any loans, advances and any extension of credit by a Lender to the Borrower pursuant to this Agreement or any Incremental Term Joinder or Incremental Revolving Joinder.

“Margin Stock” has the meaning assigned thereto in Regulation U of the Board of Governors.

“Master Agreement” has the meaning set forth in the definition of “Swap Contract.”

“Material Adverse Effect” means any event, change or condition that, individually or in the aggregate, has had, or could reasonably be expected to have (i) a material adverse effect on the business, assets, results of operations or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole (it being understood and agreed that any event, change or condition attributable to the COVID-19 pandemic shall not be deemed to be a Material Adverse Effect) or (ii) a material adverse effect on the rights and remedies of Agent and any other Secured Party under the Credit Documents, taken as a whole, including the legality, validity, binding effect or enforceability of the Credit Documents.

“Material Indebtedness” means (i) any Incremental Equivalent Debt and (ii) Indebtedness (other than the Obligations) of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate outstanding principal amount of at least the lesser of (x) $50,000,000 and (y) any “material indebtedness”, “threshold amount” or similar threshold amount under any Permitted Incremental Equivalent Debt Documents.

“Material Real Estate” means any wholly-owned, fee-owned Real Estate Asset having a fair market value in excess of $5,000,000.

“Maturity Date” means (a) with respect to the Initial Term Loans, the Term Loan Maturity Date, (b) with respect to the 2022 Term Loans, the 2022 Term Loan Maturity Date, (c) with respect to the 2022 Incremental Revolving Loans, the Revolving Termination Date, (d) with respect to any tranche of Extended Loans (other than the 2022 Term Loans), the final maturity date as specified in the applicable Extension Request accepted by the respective Lender or Lenders, (cd) with respect to any Specified Refinancing Term Loans or Specified Refinancing Revolving Loans, the final maturity date as specified in the applicable Refinancing Amendment and (de) with respect to any Incremental Term Loans or Incremental Revolving Loans, the applicable Incremental Term Facility Maturity Date or Revolving Termination Date, as applicable; provided that if any such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately succeeding such day.

“Minimum Collateral Amount” (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103% of the Fronting Exposure of all Issuing Lenders with respect to Letters of Credit issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the Issuing Lenders in their sole discretion.

“Moody’s” means Xxxxx’x Investors Service, Inc.

“Mortgage” means a mortgage in form and substance reasonably agreed to by the Borrower and the Administrative Agent.

“Mortgaged Property” means each Material Real Estate for which a Mortgage is required pursuant to Section 5.12.

“Multiemployer Plan” means any “multiemployer plan” as defined in Section 4001(a)(3) of ERISA which is sponsored, maintained or contributed to by, or required to be contributed to by, the Borrower or any of its Restricted Subsidiaries or any of their respective ERISA Affiliates, or with respect to which the Borrower or any of its Restricted Subsidiaries has any material liability.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“NFIP” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, that mandates the purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities and provides protection to property owners through a federal insurance program.

“Non-Extension Notice Date” has the meaning given to it in Section 2.26(d).”

Note” means aan Initial Term Loan Note, 2022 Term Loan Note and/or a Revolving Credit Loan Note, as applicable.

“Notice” means a Funding Notice or a Conversion/Continuation Notice.

“Notice Office” means the office of the Administrative Agent set forth on Appendix B hereto, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“Obligations” means (a) the Credit Document Obligations, (b) the Secured Cash Management Obligations and (c) the Secured Swap Obligations (excluding with respect to any Credit Party, Excluded Swap Obligations of such Credit Party).

“Obligee Guarantor” as defined in Section 7.7.

“OFAC” means the US Department of Treasury Office of Foreign Assets Control, or any successor thereto.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation, memorandum and articles of association, constitution or organization and its by-laws (or other formative documents however described peculiar to the jurisdiction of the corporation in question); (ii) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement; (iii) with respect to any general partnership, its partnership agreement; (iv) with respect to any limited liability company, its articles of organization and its operating agreement; and (v) relative to any Person that is any other type of entity, such documents as shall be comparable to the foregoing. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a Governmental Authority, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such Governmental Authority.

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

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18 or Section 2.19).

“Outstanding Amount” means with respect to the Term Loans, Revolving Credit Loans and Specified Refinancing Revolving Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of the Term Loans, Revolving Credit Loans and Specified Refinancing Revolving Loans, as the case may be, occurring on such date.

“Owned IP” means all of the Intellectual Property owned, or purported to be owned, by the Borrower or any Credit Party or any Restricted Subsidiary of a Credit Party.

“Participant” as defined in Section 10.6(d).

“Participant Register” as defined in Section 10.6(d).

“PATRIOT Act” means USA PATRIOT Improvement and Reauthorization Act, Title III of Pub. L. 109-177.

“Payment Office” means the account of the Administrative Agent as provided to the Borrower and the Lenders in writing or such other account as the Administrative Agent may hereafter designate in writing as such to the Borrower and Lenders.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Code or Section 302 of ERISA.

“Permitted Acquisition” means (a) the Circuit Acquisition and (b) any other acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided, in the case of clause (b), that:

(i) immediately prior to, and after giving effect thereto, no Event of Default shall have occurred and be continuing or would result immediately therefrom;

(ii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

(iii) in the case of the acquisition of Equity Interests, all of the Equity Interests (except for any such Equity Interests in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Restricted Subsidiary in connection with such acquisition shall be owned 100% by the Borrower or a Restricted Subsidiary or the Borrower or a Restricted Subsidiary shall have offered to purchase 100% of such Equity Interests, and the Borrower shall take, or cause to be taken, each of the actions set forth in Sections 5.12 and 5.13, as applicable, within the time period(s) set forth therein; and

(iv) the total consideration (exclusive of any consideration (i) consisting of common stock of the Borrower or (ii) permitted under the Available Amount) paid in connection with each Permitted Acquisition of Persons that do not become Credit Parties or assets that are not acquired by a Credit Party (including any Earn-Out Obligations but excluding any Indebtedness of any Person acquired that is assumed by the Borrower or any of its Restricted Subsidiaries following such acquisitions to the extent permitted under Section 6.1(q)) shall not exceed $50,000,000.

“Permitted COVID Senior Lien Indebtedness” means Indebtedness incurred pursuant to Section 6.1(s) that is secured by a Lien but no greater than pari passu in right of priority with the Lien securing the Obligations.

“Permitted Encumbrance” as defined in Section 6.2(b).

“Permitted Incremental Equivalent Debt Documents” means the credit agreement and other documentation in respect of any Incremental Equivalent Debt.

“Permitted Lien” means each Lien permitted pursuant to Section 6.2.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses, commissions, underwriting discounts and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.1(j), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is secured, such Indebtedness after being so modified, refinanced, refunded, renewed or extended continues to be secured in right of payment and priority to the Obligations on the same basis as the Indebtedness being so modified, refinanced, refunded, renewed or extended, (d) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is unsecured, such Indebtedness after being so modified, refinanced, refunded, renewed or extended continues to be unsecured, (e) (i) if such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such Indebtedness after modification, refinancing, refunding, renewal or extension continues to be subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being so modified, refinanced, refunded, renewed or extended or (ii) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Convertible Bond Indebtedness, such Indebtedness after being so modified, refinanced, refunded, renewed or extended may be any form of Junior Indebtedness, (ef) any Indebtedness after modification, refinancing, refunding, renewal or extension shall not receive any credit support or enhancement, including in the form of letters of credit or surety bonds and (fg) the proceeds of the newly incurred Indebtedness shall be applied, substantially concurrently with the incurrence thereof, to repay the refinanced Indebtedness on a dollar for dollar basis.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Platform” as defined in Section 10.1(d)(i).

“Pledged Equity Interests” has the meaning specific in the Collateral Agreement.

“Prime Rate” means a variable per annum rate, as of any date of determination, equal to the rate as of such date published in the “Money Rates” section of The Wall Street Journal as being the “Prime Rate” (or, if more than one rate is published as the Prime Rate, then the highest of such rates). The Prime Rate will change as of the date of publication in The Wall Street Journal of a Prime Rate that is different from that published on the preceding Business Day. In the event that The Wall Street Journal shall, for any reason, fail or cease to publish the Prime Rate, the Administrative Agent shall choose a reasonably comparable index or source to use as the basis for the Prime Rate.

“Privacy, Data Security and Consumer Protection Laws” means all applicable laws, regulations, and legally binding guidelines concerning the collection, receiving, processing, handling, disposal, privacy, protection, accessing, using, disclosing, electronically transmitting, securing, sharing, transferring and storing of Protected Information.

“Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to the calculation of any test, financial ratio, basket or covenant under this Agreement, including the Consolidated Senior Secured Net Leverage Ratio and the Consolidated Total Net Leverage Ratio, the minimum required Recurring Revenues and the calculation of Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Total Assets, and Recurring Revenues of any Person and its Restricted Subsidiaries, as of any date, that pro forma effect will be given to the Transactions, any Specified Transactions, any acquisition, merger, amalgamation, consolidation, Investment, any issuance, incurrence, assumption or repayment or redemption of Indebtedness (including Indebtedness issued, incurred or assumed or repaid or redeemed as a result of, or to finance, any relevant transaction and for which any such test, financial ratio, basket or covenant is being calculated), any issuance or redemption of Equity Interests, all sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business, division, segment or operating unit, any operational change (including the entry into any material contract or arrangement) ~~or any designation of a Restricted Subsidiary to an Unrestricted Subsidiary or of an Unrestricted Subsidiary to a Restricted Subsidiary~~, in each case that have occurred during the four consecutive Fiscal Quarter period of such Person being used to calculate such test, financial ratio, basket or covenant (the “Reference Period”), or subsequent to the end of the Reference Period but prior to such date or prior to or substantially simultaneously with the event for which a determination under this definition is made (including (i) any such event occurring at a Person who became a Restricted Subsidiary of the subject Person or was merged, amalgamated or consolidated with or into the subject Person or any other Restricted Subsidiary of the subject Person after the commencement of the Reference Period and (ii) with respect to any proposed Investment or acquisition of the subject Person for which committed financing is or is sought to be obtained, the event for which a determination under this definition is made may occur after the date upon which the relevant determination or calculation is made), in each case, as if each such event occurred on the first day of the Reference Period; provided that (x) pro forma effect will be given to Pro Forma Cost Savings and (y) no amount shall be added back pursuant to this definition to the extent duplicative of amounts that are otherwise included in computing Consolidated EBITDA for such Reference Period; provided, however, that (1) notwithstanding the foregoing, pro forma effect will not be given to any interest expense attributable to any Indebtedness incurred or Equity Interests issued or, in each case, assumed in anticipation of, or in connection with, the transaction or series of related transactions for which such computation is required to be made, and (2) to the extent not already covered above, any such calculation may include adjustments calculated in accordance with Regulation S-X.

Any pro forma calculation may include, without limitation, (1) adjustments calculated in accordance with Regulation S-X and (2) adjustments calculated to give effect to any Pro Forma Cost Savings; provided that any such adjustments that consist of reductions in costs and other operating improvements or synergies shall be calculated in accordance with, and satisfy the requirements specified in, the definition of “Pro Forma Cost Savings”.

“Pro Forma Cost Savings” means, without duplication of any amounts referenced in the definition of “Pro Forma Basis,” an amount equal to the amount of cost savings, operating expense reductions, operating improvements and synergies, in each case, related to mergers or other business combinations, acquisitions or other investments, divestitures, restructurings, integration, insourcing initiatives, operating improvements, cost savings initiatives or any other initiative, action or event (including optimization actions and other revenue enhancements), including any of the foregoing consummated prior to the Closing Date, in each case, projected in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken or with respect to which substantial steps have been taken or are expected to be taken by the Borrower (or any successor thereto) or any Restricted Subsidiary, net of the amount of actual benefits realized or expected to be realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that such cost savings, operating expense reductions, operating improvements and synergies are reasonably identifiable (as determined in good faith by a responsible financial or accounting officer, in his or her capacity as such and not in his or her personal capacity, of the Borrower (or any successor thereto) or of any direct or indirect parent of the Borrower) and are reasonably anticipated to result from actions taken or with respect to which substantial steps have been taken or are expected to be taken within the first eighteen (18) months after the consummation or commencement, as applicable, of any change that is expected to result in such cost savings, operating expense reductions, operating improvements or synergies; provided, further, that the aggregate amount of Pro Forma Cost Savings shall not exceed, when combined with the addbacks made pursuant to clause (a)(xiii) of the definition of Consolidated EBITDA, 35% of Consolidated EBITDA in any period of four consecutive quarters, after giving effect to the Pro Forma Cost Savings for such period; provided, further, that no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this definition to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income or Consolidated EBITDA, whether through a pro forma adjustment, addback, exclusion or otherwise, for such period.

“Pro Rata Share” means, with respect to any Lender, with respect to all payments, computations and other matters relating to each (i) Term Loan Facility, the percentage obtained by dividing (a) the Term Loan Exposure of such Lender under such Term Loan Facility by (b) the aggregate Term Loan Exposure of all of the Lenders under such Term Loan Facility., and (ii) Revolving Credit Facility, the percentage obtained by dividing (a) the Revolving Credit Exposure of such Lender under such Revolving Credit Facility by (b) the aggregate Revolving Credit Exposure of all the Lenders under such Revolving Credit Facility.

“Protected Information” means any information that: (i) identifies (or in combination with other information may identify), relates to, describes, is capable of being associated with, or can be reasonably linked, directly or indirectly, to a natural person, including an individual’s name, address, telephone number, e-mail address, date of birth, photograph, social security number or tax identification number, credit card number, bank account number, biometric identifiers, persistent identifiers including IP address; as well as medical, health or insurance information; or (ii) is “personal information”, “personal data” or similar defined term protected by one or more of the applicable Privacy, Security and Consumer Protection Laws.

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

“Purchase Money Indebtedness” means Indebtedness of a Person incurred for the purpose of financing all or any part of the purchase price or cost of acquisition, repair, construction or improvement of property or assets used or useful in the business of such Person or any of its Restricted Subsidiaries.

“Public Company Costs” means any costs, fees and expenses associated with, in anticipation of, or in preparation for, compliance with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith and costs, fees and expenses relating to compliance with the provisions of the Securities Act and the Exchange Act (as applicable to companies with equity or debt securities held by the public), the rules of national securities exchanges for companies with listed equity or debt securities, directors’ or managers’ compensation, fees and expense reimbursements, any charges, expenses, costs, accruals, reserves, payments, fees and expenses or loss of any kind relating to investor relations, shareholder meetings and reports to shareholders and debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees and listing fees.

“Qualified Equity Interests” means any Equity Interests (other than warrants, rights or options referenced in the definition thereof) that (a) does not have a maturity and is not mandatorily redeemable; (b) by its terms (or by the terms of any employee stock option, incentive stock or other equity-based plan or arrangement under which it is issued or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (x) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (excluding any mandatory redemption resulting from an asset sale or change in control so long as no payments in respect thereof are due or owing, or otherwise required to be made, until all Obligations have been paid in full), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case, at any time on or after the ninety-first (91st) day following the later to occur of (i) the Revolving Termination Date and (ii) the latest Term Loan Maturity Date, or (y) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (iA) debt securities or (iiB) any Equity Interests referred to in clause (x) above, in each case, at any time on or after the ninety-first (91st) day following the later to occur of (i) the Revolving Termination Date and (ii) the latest Term Loan Maturity Date; or (c) is preferred stock, so long as (x) no holder thereof can require the issuer to redeem any such stock for cash prior to the later to occur of (i) the Revolving Termination Date and (ii) the latest Term Loan Maturity Date and (y) any redemption feature of such stock is available only if permitted under this Agreement.

“Real Estate Asset” means an interest in any real property.

“Recipient” means (i) any Agent or (ii) any Lender or, (iii) any Issuing Lender, as applicable.

“Recovery Event” means any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Borrower or any Restricted Subsidiary.

“Recurring Revenues” means, with respect to any measurement period, all recurring maintenance and subscription and recurring support revenues, and other recurring revenues of the Borrower and its Restricted Subsidiaries on a consolidated basis, which recurring revenues are earned during such period identified within the Borrower’s financial statements for the fiscal quarter most recently ended for which financial statements have been delivered to the Administrative Agent and the Lenders as adjusted to exclude the impact of purchase accounting, calculated on a basis consistent with the financial statements delivered to the Administrative Agent prior to the Closing Date. There shall be included in determining Recurring Revenues for any period, without duplication, the actual amount of Recurring Revenues of any Restricted Subsidiary acquired by the Borrower ~~or Unrestricted Subsidiary redesignated as a Restricted Subsidiary~~ (solely to the extent acquired ~~or redesignated, as applicable,~~ during such period) for such period, on a consolidated based for such acquired ~~or designated~~ Restricted Subsidiary (including the portion thereof occurring prior to such acquisition or designation). For purposes of Section 6.14, there shall be excluded in determining Recurring Revenues for any period the actual amount for such period of Recurring Revenues of any Restricted Subsidiary sold or otherwise disposed of or classified as discontinued operations of the Borrower and its Subsidiaries ~~or designated as an Unrestricted Subsidiary~~, all as determined on a consolidated basis for such sold, discontinued ~~or designated~~ Restricted Subsidiary (including the portion thereof occurring prior to such sale, transfer, or disposition ~~or designation~~).

“Refinancing Amendment” means an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and the Lenders providing Specified Refinancing Debt, effecting the incurrence of such Specified Refinancing Debt in accordance with Section 2.23.

“Refinancing Notes” means one or more series of senior unsecured notes, senior secured notes secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans, 2022 Term Loans or 2022 Incremental Revolving Loans, senior secured notes secured by a lien on the Collateral on a junior basis to the Initial Term Loans, 2022 Term Loans or 2022 Incremental Revolving Loans or senior secured notes secured by a Lien on assets not constituting Collateral, in each case issued in respect of a refinancing of outstanding Indebtedness of the Borrower under any one or more ~~Term Loan~~ Tranches; provided that, (a) if guaranteed, such Refinancing Notes shall not be guaranteed by any Person that is not a Credit Party or does not become a Credit Party substantially concurrently with the incurrence of such Refinancing Notes; (b) such Refinancing Notes, (x) if secured by a lien on all or any portion of the Collateral, shall not be secured by any assets other than assets that constitute Collateral, and (y) at the option of the Borrower, shall be secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans, 2022 Term Loans and 2022 Incremental Revolving Loans, secured by a lien on the Collateral on a junior basis to the Initial Term Loans, 2022 Term Loans or 2022 Incremental Revolving Loans secured by a Lien on assets not constituting Collateral or unsecured; provided that if such Refinancing Notes are secured by a lien on all or any portion of the Collateral, such Refinancing Notes shall be subject to customary intercreditor arrangements reasonably acceptable to the Administrative Agent; (c) no Refinancing Notes shall (i) mature prior to the latest ~~Term Loan~~ Maturity Date of the ~~Term Loan~~ Tranche being refinanced or (ii) be subject to any amortization prior to the final

maturity thereof ~~(except if such Refinancing Notes are in the form of term loans that are~~ ~~secured on a pari passu basis with the Initial Term Loans,~~ ~~customary amortization not to exceed 1.0% per annum)~~, or be subject to any mandatory redemption or prepayment provisions or rights (except (x) customary assets sale, casualty events or similar event, change of control provisions, special mandatory redemptions in connection with customary escrow arrangements and customary acceleration rights after an event of default and (y) customary “AHYDO” payments); (d) such Refinancing Notes shall have covenants and events of default (excluding optional prepayment and redemption terms) that are, taken as a whole, not more restrictive to the Borrowers than those applicable to the Initial Term Loans, 2022 Term Loans and 2022 Incremental Revolving Loans (taken as a whole) (except for (x) covenants and events of default applicable only to periods after the ~~Initial Term Loan~~latest Maturity Date of and existing at the time of incurrence or issuance of such Refinancing Notes, (y) any financial maintenance covenant to the extent such covenant is also added for the benefit of the Lenders holding the Initial Term Loans, 2022 Term Loans and 2022 Incremental Revolving Loans, without further Lender approval or voting requirement and (z) that reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined in good faith by the Borrower)) or otherwise customary for similar debt securities in light of then-prevailing market conditions at the time of issuance (as determined by the Borrower in good faith; provided that, at the Borrower’s option, delivery of a certificate of an Authorized Officer of the Borrower to the Administrative Agent in good faith, together with a reasonably detailed description of the material terms and conditions of such Refinancing Notes or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (d), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Borrower of its objection during such three Business Day (or shorter) period (including a reasonable description of the basis upon which it objects)); (e) such Refinancing Notes may not have obligors or Liens that are more extensive than those which applied to the Indebtedness being refinanced (it being understood that the roles of such obligors as a borrower or a guarantor with respect to such obligations may be interchanged); and (f) the net cash proceeds of such Refinancing Notes shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans under the applicable Term Loan Tranche being so refinanced (or to the less than pro rata prepayment of the applicable outstanding Term Loans made by any Term Loan Lenders that will be purchasers of the Refinancing Notes, as approved by such Term Loan Lenders) and the payment of fees, expenses and premiums, if any, payable in connection therewith.

“Refinancing Notes Indentures” means, collectively, the indentures or other similar agreements pursuant to which any Refinancing Notes are issued, together with all instruments and other agreements in connection therewith, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but only to the extent permitted under the terms of the Credit Documents.

“Register” as defined in Section 10.6(c).

“Regulation D” means Regulation D of the Board of Governors, as in effect from time to time.

“Regulation FD” means Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

“Reimbursement Obligation” means the obligation of the Borrower to reimburse an Issuing Lender pursuant to Section 2.26(l) for amounts drawn under Letters of Credit.

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

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, or leaching of any Hazardous Material into the environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material).

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Remaining Obligations” means, as of any date of determination, the Obligations that as of such date of determination are Obligations under the Credit Documents that survive termination of the Credit Documents, but as of such date of determination are not due and payable and for which no claims have been made.

“Removal Effective Date” as defined in Section 9.6(b).

“Repricing Event” means (i) any prepayment or repayment of any tranche of 2022 Term Loans, in whole or in part, with the proceeds of, or conversion of any portion of such 2022 Term Loans into, any new or replacement tranche of broadly-syndicated, U.S. dollar-denominated, floating rate term B loans of like currency under credit facilities incurred for the primary purpose (as determined by the Borrower in good faith) of repaying, refinancing, or replacing the 2022 Term Loans with loans bearing interest with an Effective Yield less than the Effective Yield applicable to such portion of the 2022 Term Loans and (ii) any amendment to any tranche of 2022 Term Loans that reduces the Effective Yield applicable to the 2022 Term Loans; provided that notwithstanding the foregoing, in no event shall any prepayment or repayment or amendment (or assignment) effected in connection with a transaction that would, if consummated, constitute a Change of Control constitute a Repricing Event.

“Required Lenders” means, as of any date of determination, Lenders having more than 50.0% of the sum of the (a) Total Outstandings, (b) aggregate unused Term Loan Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Loan Commitments of and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders having more than 50.0% of the sum of the (a) Total Outstandings and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Required Term Loan Lenders” means, as of any date of determination, Term Loan Lenders having more than 50.0% of the sum of the (a) Total Outstandings and (b) aggregate unused Term Loan Commitments; provided that the unused Term Loan Credit Commitment of, and the portion of the Total Outstandings held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Loan Lenders.

“Requirement of Law” as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Resignation Effective Date” as defined in Section 9.6(a).

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

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

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

“Revolving Availability Condition” means unrestricted cash or Cash Equivalents of the Credit Parties and their Subsidiaries is less than $15,000,000 on the date of, and prior to, borrowing of the Revolving Credit Loan or Swingline Loan, as applicable; provided that, if any Revolving Credit Loan or Swingline Loan has been repaid within 5 Business Days of the date of borrowing of the new Revolving Credit Loan or Swingline Loan, the amount of such repayment shall be deemed to be unrestricted cash of the Borrower.

“Revolving Availability Period” means the period from the first Business Day to occur after the Extension Agreement and Incremental Effective Date to the Revolving Termination Date.

“Revolving Credit Commitments” means, as to ~~any~~each Revolving Credit Lender, (i) its ~~obligation to make Revolving Credit Loans to the Borrower pursuant to~~2022 Incremental Revolving ~~Commitments to the Borrower established pursuant to Section 2.22, as the same~~Loan Commitment, (ii) its Incremental Revolving Commitment, (iii) its Specified Refinancing Revolving Credit Commitment, (iv) its L/C Commitment, or (v) its Swingline Commitment. The amount of each Revolving Credit Lender’s 2022 Incremental Revolving Commitment, L/C Commitment and Swingline Commitment is as set forth in the applicable definition thereof and the amount of each Revolving Credit Lender’s other Revolving Credit Commitments shall be as set forth in the Assignment and Assumption, or in the amendment or agreement relating to the respective Incremental Revolving Commitment or Specified Refinancing Revolving Commitment pursuant to which such Revolving Credit Lender shall have assumed its Revolving Credit Commitment, as the case may be, as such amounts may be adjusted from time to time in accordance with this Agreement. ~~The~~

“ Revolving Credit ~~Commitments shall include all Incremental Revolving Commitments and Specified Refinancing~~Exposure” means as to any Revolving Credit ~~Commitments.~~Lender, the amount of such Revolving Credit Lender’s” Revolving Commitment then in effect and the amount of such Revolving Credit Facility” means, ~~at any time, the aggregate amount of the Revolving Credit~~ ~~Lenders’ Revolving Credit Commitments in respect of any Revolving Tranche at such time.~~Xxxxxx’s Revolving Extensions of Credit then outstanding, giving effect to any assignments.

“Revolving Credit Facility” means a facility in respect of any Revolving Tranche (including the 2022 Incremental Revolving Loan Facility and any Incremental Revolving Loans with respect to any Revolving Tranche), as the context may require.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment or a Revolving Credit Loan at such time.

“Revolving Credit Loan” means a Loan made by a Revolving Credit Lender.

“Revolving Credit Loan Note” means a promissory note in the form of Exhibit B-3.

“Revolving Extensions of Credit” means as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding, and (c) such Xxxxxx’s Revolving Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“Revolving Percentage” means, as to any Revolving Credit Lender at any time, the percentage which such Xxxxxx’s Revolving Credit Commitment then constitutes of the Total Revolving Commitments, subject to adjustment as provided in Section 2.20; provided that if the Revolving Credit Commitments have expired or been terminated, the Revolving Percentage shall be determined based on each Revolving Credit Lender’s Revolving Percentage immediately prior to the termination of the Revolving Credit Commitments.

“Revolving Termination Date” means June 28, 2026; provided that if, on January 1, 2025, more than $50,000,000 in the aggregate principal amount of the Senior Notes remain outstanding, then the Revolving Termination Date shall be January 1, 2025, and with respect to any Incremental Revolving Loans (other than the 2022 Incremental Revolving Loans), Specified Refinancing Revolving Loans, or Extended Revolving Commitments, the date set forth in the applicable Incremental Revolving Joinder or amendment applicable to such Loans.

“Revolving Tranche” means ~~(a)~~ the ~~Revolving Credit Facility pursuant to which~~respective facility and commitments utilized in making (or, where applicable, conversion of) Revolving Loans hereunder, with there being one Tranche on the Extension Agreement and Incremental Effective Date, i.e. 2022 Incremental Revolving Loans ~~are made under the~~and 2022 Incremental Revolving ~~Credit~~ Commitments ~~and (b) any Specified Refinancing Debt constituting revolving credit facility commitments, in each case, including~~ ~~the extensions of credit made thereunder.~~ . Additional Revolving Tranches may be added after the ~~Closing~~Extension Agreement and Incremental Effective Date pursuant to the terms hereof, e.g., Incremental Revolving Loans, Incremental Revolving Commitments ~~and~~, Extended Revolving Commitments and Specified Refinancing Revolving Credit Commitments.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“Sales and Marketing Expense” means expenses incurred in connection with new degree program launches.

“Sanctioned Country” means, at any time, a country or territory which is, or whose government is, the subject or target of any Sanctions broadly restricting or prohibiting dealings with such country, territory or government.

“Sanctioned Person” means, at any time, any Person with whom dealings are restricted or prohibited under Sanctions, including (i) any Person listed in any Sanctions-related list of designated Persons maintained by the United States (including by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the U.S. Department of Commerce), the United Nations Security Council, the European Union or any of its member states, ~~Her~~His Majesty’s Treasury, Switzerland or any other relevant authority, (ii) any Person located, organized or resident in, or any Governmental Authority or governmental instrumentality of, a Sanctioned Country or (iii) any Person 50% or more directly or indirectly owned by, controlled by, or acting for the benefit or on behalf of, any Person described in clauses (i) or (ii) hereof.

“Sanctions” means economic or financial sanctions or trade embargoes or restrictive measures enacted, imposed, administered or enforced from time to time by (i) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the U.S. Department of Commerce; (ii) the United Nations Security Council; (iii) the European Union or any of its member states; (iv) Her Majesty’s Treasury; or (v) Switzerland.

“Second Lien Indebtedness” means Junior Indebtedness of any Person that is secured by a junior Lien on the Collateral; provided that the holder of such Indebtedness executes and delivers an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders (such consent to not to be unreasonably withheld, conditioned or delayed).

“Secured Cash Management Obligations” means the due and punctual payment and performance of all obligations of the Credit Parties in respect of any overdraft, reimbursement and related liabilities arising from treasury, depository, cash pooling arrangements and cash management services, corporate credit and purchasing cards and related programs or any automated clearing house transfers of funds (collectively, “Cash Management Services”) provided to any Credit Party (whether absolute or contingent and howsoever and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)) that are (a) owed on the Closing Date and set forth in Schedule 1.1(b) or (b) incurred after the Closing Date to the extent that such obligations have been designated in writing by the Borrower and the provider of such Cash Management Services to the Administrative Agent as Secured Cash

Management Obligations; it being understood that each such provider of such Cash Management Services to the Borrower or any Guarantor shall be deemed (i) to appoint the Administrative Agent as its agent under the applicable Credit Documents and (ii) to agree to be bound by the provisions of Section 9, Section 10.2, Section 10.14 and any applicable Intercreditor Agreement as if it were a Lender.

“Secured Parties” has the meaning assigned to that term in the Collateral Agreement and, for the avoidance of doubt, shall include each Issuing Lender and the Swingline Lender, and each of their successors and permitted assigns.

“Secured Swap Obligations” means all obligations of the Borrower and the Guarantors under each Swap Contract that (a) is in effect on the Closing Date and set forth in Schedule 1.1(c) or (b) is entered into after the Closing Date to the extent that such obligations have been designated in writing by the Borrower and the counterparty to such Swap Contract to the Administrative Agent as Secured Swap Obligations (for the avoidance of doubt, the Borrower may provide one notice to the Administrative Agent designating all Swap Contracts entered into under a specified Master Agreement as Secured Swap Obligations); it being understood that such counterparty shall be deemed (i) to appoint the Administrative Agent as its agent under the applicable Credit Documents and (ii) to agree to be bound by the provisions of Section 9, Section 10.2, Section 10.14 and any applicable Intercreditor Agreement as if it were a Lender.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, and any successor statute.

“Securities and Exchange Commission” means the US Securities and Exchange Commission, or any successor thereto.

“Senior Notes” mean the Borrower’s convertible senior notes due 2025 issued pursuant to the Senior Notes Indenture.

“Senior Notes Indenture” means that certain indenture governing the Senior Notes, dated April 23, 2020, between the Borrower and Wilmington Trust, National Association, as trustee.

“SOFR” means a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at xxxx://xxx.xxxxxxxxxx.xxx (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time).

“Solvency Certificate” means a Solvency Certificate substantially in the form of Exhibit H.

“Solvent” means, with respect to any Person on any date of determination, that on such date (i) the sum of the debt (including contingent liabilities) of the Borrower and its Restricted Subsidiaries, taken as a whole, does not exceed the present fair saleable value (on a going concern basis) of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole; (ii) the capital of the Borrower and its Restricted Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower or its Restricted Subsidiaries, taken as a whole, contemplated as of the date hereof; and (iii) the Borrower and its Restricted Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay generally such debt as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Accounting Standards Codification 450, Contingencies).

“SPC” as defined in Section 10.6(e)(ii).

“Special Flood Hazard Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year.

“Specified Indebtedness” as defined in Section 8.1(b).

“Specified Representations” means the representations and warranties of the Borrower and the Guarantors set forth in Section 4.1(a) and (as it applies to the Credit Documents) (b), Section 4.3, Section 4.4(a), Section 4.6 (with respect to the entering into, borrowing under, guaranteeing under, and performance of the Credit Documents and the granting of Liens in the Collateral), Section 4.14, Section 4.15, Section 4.18, and Section 4.19(c) (with respect to the use of proceeds)..

“Specified Existing Tranche” has the meaning specified in Section 2.24(a).

“Specified Refinancing Agent” has the meaning specified in Section 2.23(a).

“Specified Refinancing Debt” has the meaning specified in Section 2.23(a).

“Specified Refinancing Revolving Credit Commitment” has the meaning specified in Section 2.18(a).

“Specified Refinancing Revolving Loans” means Specified Refinancing Debt constituting revolving loans.

“Specified Refinancing Term Commitment” has the meaning specified in Section 2.18(a).

“Specified Refinancing Term Loans” means Specified Refinancing Debt constituting term loans.

“Specified Transaction” means any incurrence or repayment of Indebtedness (excluding Indebtedness incurred for working capital purposes other than pursuant to this Agreement) or Investment (including any proposed Investment or acquisition) that results in a Person becoming a Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary ~~or as an Unrestricted Subsidiary~~, any acquisition or any Asset Sale that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Asset Sale of a business unit, line of business or division of any Credit Party, in each case whether by merger, consolidation, amalgamation or otherwise or any material restructuring of the Borrower or implementation of any initiative not in the ordinary course of business.

“State Educational Agency” means any state or local educational licensing body that provides a license, permit, authorization or other approval necessary for an educational institution or other entity to operate or to provide educational programs or courses in that state.

“Subordinated Indebtedness” means any unsecured Junior Indebtedness of the Borrower the payment of principal and interest of which and other obligations of the Borrower in respect thereof are subordinated to the prior payment in full of the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity deemed to constitute a subsidiary of such Person under GAAP. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a direct or indirect Subsidiary or direct or indirect Subsidiaries of the Borrower, unless the context otherwise requires.

“Swap Contract” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement; provided that (x) no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Contract and (y) no Capped Call Transaction shall be a Swap Contract.

“Swap Obligation” means, with respect to any Person, any obligation to pay or perform under any Swap Contract.

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

“Swingline Commitment” means, as to any Swingline Lender, the obligation of such Swingline Lender, if any, to make Swingline Loans in an aggregate principal not to exceed the amount set forth on Annex B to the Extension Agreement or in the applicable Assignment and Assumption, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Swingline Commitment as of the Extension Agreement and Incremental Effective Date is $10,000,000. The Swingline Commitment is part of, and not in addition to, the Revolving Credit Facility

“Swingline Exposure” means as to any Lenders, its pro rata portion of the Swingline Loans.

“Swingline Lender” means Xxxxxx Xxxxxxx Senior Funding, Inc., in its capacity as the lender of Swingline Loans.

“Swingline Loan Notice” means a notice of a borrowing of Swingline Loans pursuant to Section 2.28, which shall be substantially in the form of Exhibit A-1 or such other form as approved by the Swingline Lender, appropriately completed and signed by a Responsible Officer of the Borrower.

“Swingline Loans” means as defined in Section 2.27.

“Swingline Participation Amount” means as defined in Section 2.28.

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

“Term Loan” means an advance made by any Lender under any Term Loan Facility.

“Term Loan Commitment” means, as to each Lender, (i) its Initial Term Loan Commitment, (ii) 2022 Term Loan Commitment, (iii) its Incremental Term Loan Commitment, or (~~iii~~iv ) its Specified Refinancing Term Commitment. The amount of each Lender’s Initial Term Loan Commitment and 2022 Term Loan Commitment is as set forth in the definition thereof and the amount of each Lender’s other Term Loan Commitments shall be as set forth in the Assignment and Assumption, or in the amendment or agreement relating to the respective Incremental Term Loan Commitment or Specified Refinancing Term Commitment pursuant to which such Lender shall have assumed its Term Loan Commitment, as the case may be, as such amounts may be adjusted from time to time in accordance with this Agreement.

“Term Loan Exposure” means, in the case of any Term Loan Facility, as of any date of determination, the outstanding principal amount of the Term Loans owing to a Lender under such Term Loan Facility; provided, at any time prior to the making of such Term Loans under such Term Loan Facility, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Loan Commitment under such Term Loan Facility.

“Term Loan Facility” means a facility in respect of any Term Loan Tranche (including the 2022 Term Loan Facility and any Incremental Term Facility with respect to any Term Loan Tranche), as the context may require.

“Term Loan Lender” means, at any time, any Lender that has a Term Loan Commitment or a Term Loan at such time.

“Term Loan Maturity Date” means, with respect to the Initial Term Loans, the Initial Term Loan Maturity Date, with respect to the 2022 Term Loans, the 2022 Term Loan Maturity Date, and with respect to any Incremental Term Loans, Specified Refinancing Term Loans, or Extended Term Loans (other than the 2022 Term Loans), the date set forth in the applicable Incremental Term Joinder or amendment applicable to such Loans.

“Term Loan Note” means a promissory note in the form of Exhibit B.

“Term Loan Tranche” means the respective facility and commitments utilized in making (or, where applicable, conversion of) Term Loans hereunder, with there being one Tranche on the Closing Date, i.e., Initial Term Loans and Initial Term Loan Commitments. or 2022 Term Loans and 2022 Term Loan Commitments. Additional Term Loan Tranches may be added after the Closing Date pursuant to the terms hereof, e.g., Incremental Term Loans, Specified Refinancing Term Loans, Incremental Term Loan Commitments, Extended Term Loans and Specified Refinancing Term Commitments.

“Term SOFR” means, for any Interest Period for a Term SOFR Loan, the greater of (a) the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator and (b) the Floor; provided, however, that if as of 5:00 p.m. (Chicago time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR.

“Term SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (iii) of the definition of “Base Rate”.

“Term SOFR~~” means, for the applicable corresponding tenor,~~ Reference Rate” means the forward-looking term rate based on SOFR ~~that has been selected or recommended by the Relevant Governmental Body~~.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans.

“Tranche” means any Term Loan Tranche or any Revolving Tranche.

“Test Period” means, at any date of determination, the most recently completed four consecutive Fiscal Quarters of the Borrower ending on or prior to such date for which financial statements have been or are required to be delivered under Section 5.1(a) or (b) or, with respect to any calculation made in connection with any Limited Condition Acquisition, calculation of Consolidated EBITDA, or calculation of the Recurring Revenue, at the request of Borrower, the most recently completed four consecutive Fiscal Quarters of the Borrower for which internally prepared financial statements are available (as determined in good faith by the Borrower).

“Title Policy” means, with respect to any Mortgaged Property, an ALTA mortgagee title insurance policy or unconditional commitment therefor issued by one or more title companies reasonably satisfactory to the Collateral Agent with respect to such Mortgaged Property, in an amount not less than the fair market value of such Mortgaged Property, in form and substance reasonably satisfactory to the Collateral Agent.

“Total Revolving Commitments” means at any time, the aggregate amount of the Revolving Credit Commitments then in effect.

“Total Revolving Extensions of Credit” means at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Credit Lenders outstanding at such time.

“Transactions” means (a) the execution, delivery and performance by the Credit Parties of the Credit Documents to which they are a party and the making of the Borrowings hereunder, (b) all existing indebtedness for borrowed money under the Existing Credit Agreement and all related guaranties and security interests being terminated and released substantially concurrently with the initial funding of the Initial Term Loan Facility (or arrangements for such termination and release reasonably satisfactory to the Administrative Agent being made), (c) to consummate Permitted Acquisitions and (d) the payment of all fees, costs and expenses incurred in connection with the transactions described in the foregoing provisions of this definition (the “Transaction Costs”).

“Type ~~of Loan~~” means a Base Rate Loan or a ~~Eurodollar~~Term SOFR Loan.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, if by reason of mandatory provisions of Law, the perfection, the effect of perfection or non-perfection or the priority of the security interests of the Collateral Agent in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“UCP” with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

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

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

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

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

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in paragraph (g) of Section 2.17.

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

“Unrestricted Subsidiary” means (i) any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 5.17 subsequent to the date hereof and (ii) any Subsidiary of an Unrestricted Subsidiary.

~~“USD LIBOR” means the London interbank offered rate for U.S. dollars.~~

“Withholding Agent” means the Borrower, the Administrative Agent and any other applicable withholding agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2 Accounting Terms.

(a) Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by the Borrower to the Lenders pursuant to Section 5.1(a) and 5.1(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable) (except for the lack of footnotes and being subject to year-end adjustments). If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Credit Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent (for distribution to the Lenders) financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements except for any calculations otherwise permitted to be made in accordance with this Agreement to the extent not addressed in the preparation of the Historical Financial Statements. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect, including Accounting Standards Codification “ASC” 820, ASC 825) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value,” as defined therein.

1.3 Interpretation, Etc. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in any Credit Document), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Appendices, Exhibits and Schedules shall be construed to refer to Sections of, and Appendices, Exhibits and Schedules to, this Agreement, (e) any reference to any Law herein shall, unless otherwise specified, refer to such Law as amended, modified or

supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Securities, accounts and contract rights. The term “enforceability” and its derivatives when used to describe the enforceability of an agreement shall mean that such agreement is enforceable except as enforceability may be limited by any Debtor Relief Law and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein; provided, that to the extent that the UCC is used to define any term herein and such term is defined differently in different Articles of the UCC, the definition of such term contained in Article 9 of the UCC shall govern.

1.4 Timing of Performance. Subject to Section 2.16(d), when the performance of any covenant, duty or obligation under any Credit Document is required to be performed on a day which is not a Business Day, the date of such performance shall extend to the immediately succeeding Business Day.

1.5 Currency Generally. For purposes of determining compliance with Section 6.1, Section 6.2 and Section 6.6 with respect to any amount of Indebtedness, Lien or Investment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness, Lien or Investment is incurred or granted (so long as such Indebtedness, Lien or Investment, at the time incurred or granted, made or acquired, was permitted hereunder).

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

1.7 Negative Covenant Compliance. For purposes of determining whether the Borrower and its Restricted Subsidiaries comply with any exception to Section 6 where compliance with any such exception is based on a financial ratio or metric being satisfied as of a particular point in time, it is understood that (a) compliance shall be measured at the time when the relevant event is undertaken, as such financial ratios and metrics are intended to be “incurrence” tests and not “maintenance” tests, (b) correspondingly, any such ratio and metric shall only prohibit the Borrower and its Restricted Subsidiaries from creating, incurring, assuming, suffering to exist or making, as the case may be, any new, for example, Liens, Indebtedness or Investments, but shall not result in any previously permitted, for example, Liens, Indebtedness or Investments ceasing to be permitted hereunder.

1.8 Calculations. Notwithstanding anything to the contrary, the financial definitions of the Borrower shall be calculated on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period (including, with respect to any proposed Investment or acquisition pursuant to Rule 2.7 of The City Code on Takeovers and Mergers (or a similar arrangement) for which committed financing is obtained or is sought to be obtained, the relevant determination or calculation may be made with

respect to an event occurring or intended to occur subsequent to such four-quarter period). Notwithstanding anything to the contrary contained herein, for purposes of calculating any leverage ratio herein in connection with the incurrence of any Indebtedness, (i) there shall be no netting of the cash proceeds proposed to be received in connection with the incurrence of such Indebtedness and (ii) with respect to revolving facilities or other available financing commitments, such facilities or commitments will not be given effect other than to the extent actually drawn in cash. Calculations on a Pro Forma Basis will be made by the Borrower in good faith (subject to the terms and conditions of this Agreement) and may be based on internally available financial information or information reflected in annual, quarterly or monthly financial statements.

1.9 Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement, for purposes of (i) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Indebtedness (including any Incremental Term Facilities or Incremental Revolving Increase) or Liens or the making of any Investments or Restricted Payments or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition, if Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive documentation with respect to such Limited Condition Acquisition is entered into (the “LCA Test Date”) and, if, after giving Pro Forma Effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Fiscal Quarter ending prior to the LCA Test Date, a Default or Event of Default shall not then have occurred and be continuing and Borrower could have taken such action on the relevant LCA Test Date in compliance with such financial ratio, basket, representation or warranty, such financial ratio, basket, representation or warranty and such condition with respect to the lack of Default or Event of Default shall be deemed to have been complied with. For the avoidance of doubt, such ratios and other provisions shall not be tested at the time of the consummation of such Limited Condition Acquisition and, if Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial ratio or basket availability on or following the relevant LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio or basket availability shall be calculated (and tested) on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated.

1.10 Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to Base Rate, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume

or liquidity as, Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

1.11 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

SECTION 2 LOANS

~~2.1~~ 2.1A Term Loans.

(a) ~~Initial~~ Term Loan Commitments. (i) Subject to the terms and conditions set forth in Section 3, each Lender severally agrees to make, on the Funding Date, an Initial Term Loan to the Borrower in an amount equal to such Lender’s Initial Term Loan Commitment. The Borrower may make only one borrowing under each Initial Term Loan Commitment. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Funding Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date. and (ii) subject to the terms and conditions set forth in Section 5 of the Extension Agreement, each 2022 Lender severally agrees to exchange, on the Extension Agreement and Incremental Effective Date, its Initial Term Loans for a 2022 Term Loan to the Borrower in an amount equal to such Xxxxxx’s 2022 Term Loan Commitment. Each Lender’s 2022 Term Loan Commitment shall terminate immediately and without further action on the Extension Agreement and Incremental Effective Date after giving effect to the extension of such Lender’s 2022 Term Loan Commitment on such date.

(b) Repayments and Prepayments. Any amount of the Initial Term Loans that is subsequently repaid or prepaid may not be reborrowed.

(c) Amortization. Subject to adjustments pursuant to Section 2.12, the Borrower shall repay (i) Initial Term Loans on the last Business Day of each March, June, September and December (commencing on September 30, 2021) in the principal amount of Initial Term Loans equal to (i) the aggregate outstanding principal amount of Initial Term Loans immediately after the funding thereof on the Funding Date and not exchanged following the Extension Agreement Effective Date multiplied by (ii) 0.25% and (ii) 2022 Term Loans on the last Business Day of each March, June, September and December (commencing on March 31, 2023) in the principal amount of 2022 Term Loans equal to (i) the aggregate outstanding principal amount of 2022 Term Loans immediately after the funding thereof on the Funding Date multiplied by (ii) 0.25%.

(d) Maturity. To the extent not previously paid, all amounts owed hereunder with respect to (i) the Initial Term Loans shall be paid in full no later than the Initial Term Loan Maturity Date and (ii) the 2022 Term Loans shall be paid in full no later than the 2022 Term Loan Maturity Date.

(e) Funding Notice. The Borrower shall deliver to the Administrative Agent a fully executed Funding Notice for the Initial Term Loans no later than 2:00 p.m. (New York City time) at least two (2) Business Days in advance of the Closing Date (or such later time as each Lender may agree) and, promptly upon receipt thereof, the Administrative Agent shall notify each Lender of the proposed borrowing.

(f) Funding of Initial Term Loans. Each Lender shall make each Initial Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 p.m. (New York City time) to the Payment Office. Upon satisfaction or waiver of the conditions precedent specified in Section 3 and receipt of all requested funds, the Administrative Agent shall make the proceeds of the Initial Term Loans available to the Borrower on the Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Initial Term Loans received by the Administrative Agent from the Lenders to be wired to the account of the Borrower or to such other account as may be designated in writing to the Administrative Agent by the Borrower.

2.1B Revolving Credit Loans.

(g) Revolving Credit Commitments. Subject to the terms and conditions hereof, each Revolving Credit Lender severally agrees to make revolving credit loans (“Revolving Credit Loans”) to the Borrower from time to time in Dollars during the Revolving Availability Period in an aggregate principal amount at any one time outstanding which, when added to such Xxxxxx’s Revolving Percentage of the L/C Obligations then outstanding does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Availability Period, and subject to compliance with the Revolving Availability Condition, the Borrower may use the Revolving Credit Commitments by borrowing, prepaying and reborrowing the Revolving Credit Loans in whole or in part, all in accordance with the terms and conditions hereof. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, (x) Revolving Credit Loans denominated in Dollars may consist of Term SOFR Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.1B, 2.5 and 2.6. The Borrower shall repay in Dollars all outstanding Revolving Credit Loans on the Revolving Termination Date, except to the extent extended by individual Lenders as to such Xxxxxx’s Revolving Credit Commitment.

(h) Procedure for Revolving Loan Borrowing. The Borrower may borrow under the Revolving Credit Commitments during the Revolving Availability Period on any Business Day; provided that the Borrower shall give the Administrative Agent its irrevocable notice, which may be given by a Funding Notice (which notice must be received by the Administrative Agent for any Revolving Credit Loans requested to be made after the Extension Agreement and Incremental Effective Date, no later than 2:00 p.m. (New York

City time) at least three (3) Business Days prior to the requested Borrowing Date, in the case of Term SOFR Loans, or (ii) one (1) Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans), specifying (x) the amount and Type of Revolving Credit Loans to be borrowed, (y) the requested Borrowing Date and (z) in the case of Term SOFR Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $500,000 or a multiple of $100,000 in excess thereof (or, if the then aggregate Available Revolving Commitments are less than $500,000, such lesser amount) and (y) in the case of Term SOFR Loans, $500,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Revolving Credit Lender thereof. Each Revolving Credit Lender will make the amount of its pro rata share of each borrowing available to the Administrative Agent for the account of the Borrower at the Payment Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. The Administrative Agent shall make the proceeds of such Revolving Credit Loan available to the Borrower on such Borrowing Date by wire transfer of immediately available funds to a bank account designated in writing by the Borrower to the Administrative Agent.

(i) Termination or Reduction of Revolving Credit Commitments. The Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Revolving Credit Commitments or, from time to time, to reduce the amount of the Revolving Credit Commitments; provided that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments; provided, further that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other disposition of assets does not occur. Any such reduction shall be in an amount equal to $1,000,000, or a multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Credit Commitments then in effect.

2.2 Pro Rata Shares. All Loans shall be made, and all participations purchased, by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that (i) the failure of any Lender to fund any such Loan shall not relieve any other Lender of its obligation hereunder and (ii) no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any ~~Term Loan~~ Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Xxxxxx’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

2.3 Use of Proceeds.

(a) Margin Regulations. The Borrower and its Restricted Subsidiaries shall not use any portion of the proceeds of any Credit Extension in any manner that causes such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof applicable to Margin Stock.

(b) Anti-Corruption Laws, AML Laws and Sanctions. The Borrower shall not request any ~~Loan~~Credit Extension, nor use, and shall not permit that its Restricted Subsidiaries and its or their respective directors, officers and employees (in such individual’s capacity as such) to use, directly or indirectly, the proceeds of any ~~Loan~~Credit Extension, or lend, contribute or otherwise make available such proceeds to any Restricted Subsidiary, other Affiliate, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or AML Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions by any Person (including any Person participating in the transactions contemplated hereunder, whether as underwriter, advisor lender, investor or otherwise).

2.4 Evidence of Debt; Notes.

(a) Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Indebtedness of the Borrower to such Lender, including the amounts of the Loans or L/C Obligations made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s Obligations in respect of any applicable Loans or L/C Obligations; and provided; further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b) Notes. If so requested by any Lender by written notice to the Borrower at least two Business Days prior to the Closing Date, or at any time thereafter, the Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s applicable Loan.

2.5 Interest on Loans.

(a) Interest. Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made to repayment thereof (whether by acceleration or otherwise) at an interest rate equal to the Base Rate or ~~the Adjusted Eurodollar Rate~~Term SOFR, as applicable, plus the Applicable Margin for such Type of Loan.

(b) Interest Rate Election. The basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any ~~Eurodollar~~Term SOFR Loan, shall be selected by the Borrower and notified to the Administrative Agent pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c) Interest Periods. In connection with ~~Eurodollar~~Term SOFR Loans there shall be no more than ten Interest Periods outstanding at any time. In the event the Borrower fails to specify between a Base Rate Loan or a ~~Eurodollar~~Term SOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a ~~Eurodollar~~Term SOFR Loan) will be automatically converted into a Base Rate Loan on the last day of then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event the Borrower fails to specify an Interest Period for any ~~Eurodollar~~Term SOFR Loan in the applicable Funding Notice or Conversion/Continuation Notice, the Borrower shall be deemed to have selected an Interest Period of one month. Promptly on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the ~~Eurodollar~~Term SOFR Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender.

(d) Computation of Interest. Interest payable pursuant to Section 2.5(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of ~~Eurodollar~~Term SOFR Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a ~~Eurodollar~~Term SOFR Loan, the date of conversion of such ~~Eurodollar~~Term SOFR Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a ~~Eurodollar~~Term SOFR Loan, the date of conversion of such Base Rate Loan to such ~~Eurodollar~~Term SOFR Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(e) Interest Payable. Except as otherwise set forth herein, interest on each Loan shall accrue on a daily basis and be payable in arrears in cash (i) on each Interest Payment Date applicable to that Loan; (ii) concurrently with any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) at maturity, including the Initial Term Loan Maturity Date, the 2022 Term Loan Maturity Date or the Revolving Termination Date, as applicable.

2.6 Conversion and Continuation.

(a) Conversion. Subject to Section 2.15 and so long as no Event of Default under any of Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing and the Administrative Agent (acting upon the instructions of the Required Lenders) shall not have delivered a notice revoking such conversion rights hereunder, the Borrower shall have the option to convert at any time all or any part of any ~~Term~~ Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a ~~Eurodollar~~Term SOFR Loan may not be converted on a date other than the expiration date of the Interest Period applicable to such ~~Eurodollar~~Term SOFR Loan unless the Borrower shall pay all amounts due under Section 2.15 in connection with any such conversion.

(b) Continuation. Subject to Section 2.15 and so long as no Event of Default under any of Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing and the Administrative Agent (acting upon the instructions of the Required Lenders) shall not have delivered a notice revoking such conversion rights hereunder, the Borrower shall also have the option, upon the expiration of any Interest Period applicable to any ~~Eurodollar~~Term SOFR Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount as a ~~Eurodollar~~Term SOFR Loan.

(c) Conversion/Continuation Notice. The Borrower shall deliver a Conversion/ Continuation Notice to the Administrative Agent at the Notice Office no later than 12:00 noon (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a ~~Eurodollar~~Term SOFR Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any ~~Eurodollar~~Term SOFR Loans shall be irrevocable on and after the date of receipt thereof by the Administrative Agent, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith.

2.7 Default Interest. Upon the occurrence and during the continuance of an Event of Default under any of Section 8.1(a), 8.1(f) or 8.1(g), the overdue portion of any principal amount of all Loans and, to the extent permitted by applicable Law, any overdue interest payments on the Loans or any overdue premium, fees or other amounts owed hereunder not paid when due, in each case whether at stated maturity, by notice of prepayment, by acceleration or otherwise, shall bear interest (including post-petition interest in any proceeding under any Debtor Relief Law) from the date of such Event of Default, payable on demand at a rate that is 2.00% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such overdue interest, overdue premium, fees and other amounts, at a rate which is 2.00% per annum in excess of the interest rate otherwise payable hereunder for ~~Term~~ Loans outstanding as Base Rate Loans). Payment or acceptance of the increased rates of interest provided for in this Section 2.7 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.

2.8 Fees.

(a) Fees to Agents and Lenders. The Borrower agrees to pay (i) to the Administrative Agent and the Collateral Agent such other fees in the amounts and at the times separately agreed upon under the Agency Fee Letter and (ii) on the Closing Date (or, if applicable, the Funding Date), closing fees to the Lenders as separately agreed upon. The Borrower further agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender a commitment fee (the “Commitment Fee”) for the period from and including the Extension Agreement and Incremental Effective Date to the last day of the Revolving Availability Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Revolving Credit Lender during the period for which payment is made payable quarterly in arrears on the last Business Day of each fiscal quarter, commencing with the last Business Day of the first full fiscal quarter ending after the Extension Agreement and Incremental Effective Date, and on the Revolving Termination Date.

~~(b)~~ ~~Prepayment Premium~~. ~~Upon the occurrence of an Applicable Premium Trigger Event~~, ~~the Borrower shall pay to the Administrative Agent, for the~~ account of the Lenders, the Applicable Premium. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement or any other Credit Document, it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the Applicable Premium, if any, determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Applicable Premium payable in accordance with this Section 2.8(b) shall be presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of the Applicable Premium Trigger Event, and the Credit Parties agree that it is reasonable under the circumstances currently existing. The Applicable Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Credit Parties expressly agree that (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Credit Parties giving specific consideration in this transaction for such agreement to pay the Applicable Premium, (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.8(b), (v) their agreement to pay the Applicable Premium is a material inducement to the Lenders to provide the Term Loan Commitments and make the Term Loans, and (vi) the Applicable Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such Applicable Premium Trigger Event.

2.9 Maturity. (a) The outstanding Initial Term Loans, together with all other amounts owed hereunder with respect thereto, shall be paid in full no later than the Initial Term Loan Maturity Date., (b) the outstanding 2022 Term Loans, together with all other amounts owed hereunder with respect thereto, shall be paid in full no later than the 2022 Term Loan Maturity Date, and (c) the outstanding 2022 Incremental Revolving Loans, together with all other amounts hereunder with respect thereto, shall be paid in full no later than the Revolving Termination Date.

2.10 Voluntary Prepayments.

(a) . Any time and from time to time, with respect to any Type of Loan, the Borrower may prepay, without premium or penalty (but subject to Section 2.15(c) ~~and 2.8(b)~~), any Loan on any Business Day in whole or in part, in an aggregate minimum amount of and integral multiples in excess of that amount, and upon delivery of the prepayment notice as set forth in the following table:


Type of Loan	Minimum Amount		Integral Multiple		Prior Notice
Base Rate Loans	$	1,000,000	$	1,000,000		One Business Day
~~Eurodollar~~Term SOFR	$	1,000,000	$	1,000,000		Three Business Days
Loans

in each case given to the Administrative Agent, as the case may be, by 2:00 p.m. (New York City time) on the date required and the Administrative Agent will promptly notify each applicable Lender of such prepayment. Upon delivery of the prepayment notice, the principal amount of the Loans specified in such written notice shall become due and payable on the prepayment date specified therein; provided, such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control or refinancing transaction). Each prepayment of outstanding Term Loan Tranches pursuant to this Section 2.10(a) shall be applied to the Term Loan Tranche or Term Loan Tranches designated on such notice on a pro rata basis within such Term Loan Tranche. Subject to Section 2.20, each prepayment of an outstanding Term Loan Tranche pursuant to this Section 2.10(a) shall be applied to the remaining amortization payments of such Term Loan Tranche as directed by the Borrower (or, if the Borrower has not made such designation, in direct order of maturity), but, in any event, on a pro rata basis to the Lenders within such Term Loan Tranche.

(b) If the Borrower (A) makes a voluntary prepayment of 2022 Term Loans pursuant to this Section 2.10(b) resulting in a Repricing Event or (B) effects an amendment with respect to 2022 Term Loans resulting in a Repricing Event, in each case prior to the six-month anniversary of the Extension Agreement and Incremental Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Lenders, a prepayment premium in an amount equal to 1.0% of the principal amount of the 2022 Term Loans prepaid (or in the case of clause (B), a prepayment premium in an amount equal to 1.0% of the principal amount of affected 2022 Term Loans held by 2022 Term Loan Lenders not consenting to such amendment).

2.11 Mandatory Prepayments.

(a) Issuance of Debt. No later than the fifth Business Day following the date of receipt of the proceeds of the incurrence of any Indebtedness by the Borrower or any of its Restricted Subsidiaries (unless such Indebtedness is permitted to be incurred pursuant to Section 6.1), the Borrower shall prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to 100% of the net cash proceeds from such incurrence, net of any underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses and the amount of any reserves established by the Borrower and the Restricted Subsidiaries to fund contingent liabilities reasonably estimated to be payable, in each case, in respect of such event, provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of net cash proceeds in the amount of such reduction; provided, further, that, after payment in full of all Obligations in respect of the Initial Term Loans and 2022 Term Loans (other than Remaining Obligations), the Borrower may use a portion of such net cash proceeds to prepay or repurchase any Incremental Equivalent Debt to the extent Permitted Incremental Equivalent Debt Documents require such a prepayment or repurchase thereof with the proceeds of such incurrence of Indebtedness, in each case in an amount not to exceed the lesser of (i) the amount required under the Permitted Incremental Equivalent Debt Documents and (ii) a pro rata payment amount based on the outstanding principal amounts of such Incremental Equivalent Debt and the Loans.

(b) Asset Sales; Casualty and Condemnation. In the event and on each occasion that any net cash proceeds are received by or on behalf of the Borrower or any of its Restricted Subsidiaries in respect of (1) any Asset Sale in reliance on Section 6.8(r) or (2) any Casualty Event, in an aggregate amount greater than $25,000,000 per Fiscal Year, the Borrower shall, within ten Business Days (or, if later, within ten Business Days after the later of the date the threshold referred to above is first exceeded and the date the relevant net cash proceeds are received) after such net cash proceeds are received, prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to 100% of the net cash proceeds net of the principal amount of any Indebtedness that is secured by a Lien on the asset subject to such Asset Sale or Casualty Event and that is required to be repaid in connection with such Asset Sale or Casualty Event (other than Indebtedness under this Agreement or Permitted Incremental Equivalent Debt Documents), together with any applicable premiums, penalties, interest or breakage costs, any underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses and the amount of any reserves established by the Borrower and the Restricted Subsidiaries to fund contingent liabilities or remedy any underlying concern reasonably estimated to be payable, in each case, in respect of such event, provided that any reduction at any time in the amount of any such reserves (other than as a result of payments made in respect thereof) shall be deemed to constitute the receipt by the Borrower at such time of net cash proceeds in the amount of such reduction; provided, further, that, in the case of any Asset Sale in reliance on Section 6.8(r), so long as no Event of Default has occurred and is continuing, if the Borrower and the Restricted Subsidiaries invest (or commit to invest) the net cash proceeds from such event (or a portion thereof) within 1812 months after receipt of such net cash proceeds in assets that are used or useful in the business of the Borrower and its Restricted Subsidiaries (including acquisitions or other Investments permitted under Section 6.6 (other than cash and Cash Equivalents)), then no prepayment shall be required pursuant to this paragraph in respect of such net cash proceeds in respect of such event (or the applicable portion of such net cash proceeds, if applicable) except to the extent of any such net cash proceeds therefrom that have not been so invested (or committed to be invested) by the end of such 1812 month period (or if committed to be so invested within such 1812 month period, have not been so invested within 2418 months after receipt thereof), at which time a prepayment shall be required in an amount equal to such net cash proceeds that have not been so invested (or committed to be invested); provided, further, that, after payment in full of all Obligations in respect of the Initial Term Loans and 2022 Term Loans (other than Remaining Obligations), the Borrower may use a portion of such net cash proceeds to prepay or repurchase any Incremental Equivalent Debt to the extent Permitted Incremental Equivalent Debt Documents require such a prepayment or repurchase thereof with the proceeds of such Asset Sale, in each case in an amount not to exceed the lesser of (i) the amount required under the Permitted Incremental Equivalent Debt Documents and (ii) a pro rata payment amount based on the outstanding principal amounts of such Incremental Equivalent Debt and the Loans.

(c) Circuit Acquisition. In the event the Circuit Acquisition is not consummated on or before Circuit Acquisition Prepayment Date, the Borrower shall, within ten Business Days of such Circuit Acquisition Prepayment Date, prepay the Initial Term Loan in whole without premium or penalty (but subject to Section 2.15(c)) but any such prepayment shall be accompanied by a payment of all interest accrued on the principal amount prepaid through the date of prepayment; provided, that, (x) if, on or prior to December 31, 2021, the Borrower and the Circuit Seller mutually agree to extend in writing the “outside date” (or similar term referenced in the Circuit Acquisition Agreement) of the Circuit Acquisition to a date later than December 31, 2021 and (y) the Circuit Acquisition is consummated on or prior to June 30, 2022, the Borrower shall not be required to make any mandatory prepayment of the Initial Term Loan pursuant to this clause (c).

(d) Notice to the Administrative Agent. The Borrower shall deliver a prepayment notice to the Administrative Agent of any mandatory prepayment required to be made pursuant to clauses (a), (b) and (c) of this Section 2.11 at least three Business Days (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date of such prepayment provided, such prepayment obligation may be conditioned on the occurrence of such event (including a Change of Control or refinancing transaction). Each such prepayment notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by the Borrower. The Administrative Agent will promptly notify each Lender of the contents of the Borrower’s prepayment notice. Any Lender may elect, by written notice to the Administrative Agent by 12:00 p.m. (New York City time) at least one Business Day prior to the prepayment date, to decline all or any portion of any prepayment of its Loans pursuant to Section 2.11(b) (such amounts, “Declined Proceeds”). Any Lender that fails to provide written notice to the Administrative Agent in the time frame set forth above shall be deemed to have accepted the prepayment. Any Declined Proceeds shall be retained by the Borrower and added to the “Available Amount” in accordance with the terms of such definition.

(e) Notwithstanding any other provisions of this Section 2.11, (i) to the extent that any or all of the net cash proceeds of any Asset Sale by a Foreign Subsidiary (or a Domestic Subsidiary of a Foreign Subsidiary) (a “Foreign Disposition”) or the net cash proceeds of any Casualty Event from a Foreign Subsidiary (or a Domestic Subsidiary of a Foreign Subsidiary) (a “Foreign Casualty Event”), in each case giving rise to a prepayment event pursuant to Section 2.11(b) is prohibited, restricted or delayed by applicable local law, rule or regulation (including, without limitation, financial assistance and corporate benefit restrictions and fiduciary and statutory duties of any director or officer of such Subsidiaries) from being repatriated to the Borrower or so prepaid or such repatriation or prepayment would present a material risk of liability for the applicable Restricted Subsidiary or its directors or officers (or gives rise to a material risk of breach of fiduciary or statutory duties by any director or officer), in each case, as determined by the Borrower in good faith, then the portion of such net cash proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary and (ii) to the extent that the Borrower has determined in good faith that repatriation of any or all of the net cash proceeds of any Foreign Disposition or any Foreign Casualty Event, in each case giving rise to a prepayment event pursuant to Section 2.11(b), would result in adverse tax or regulatory consequences (as determined by the Borrower in good faith), the net cash proceeds so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.11 but may be retained by the applicable Foreign Subsidiary.

(f) Mandatory Repayment of Revolving Credit Loans. If on any date the Total Revolving Extensions of Credit exceed the Total Revolving Commitments, the Borrower shall, within one (1) Business Days after notice thereof to the Borrower from the Administrative Agent, Cash Collateralize L/C Obligations and/or prepay Revolving Credit Loans in an aggregate amount equal to such excess. Nothing set forth in this Section 2.11(f) shall be construed to require the Administrative Agent to calculate compliance under this Section 2.11(f). Subject to Section 2.12, the application of any prepayment pursuant to this Section 2.11(f) shall be made, first, to Base Rate Loans and, second, to Term SOFR Loans.

2.12 Application of Prepayments.

(a) Application of Voluntary Prepayments. Any prepayment of any Loan pursuant to Section 2.10 shall be applied to the principal repayment installments thereof as specified by the Borrower in the applicable notice of prepayment (and absent such direction in direct order of maturity); provided, any such prepayment of the Term Loans shall be applied to prepay the Term Loans of each of the Lenders on a pro rata basis (in accordance with the respective outstanding principal amounts thereof).

(b) Application of Mandatory Prepayments. Any prepayment of any Loan required to be made pursuant to Section 2.11(a), (b) or (c) shall be applied to the principal repayment installments thereof as specified by the Borrower in the applicable notice of prepayment (and absent such direction in direct order of maturity); provided, any such prepayment of the Term Loans shall be applied to prepay the Term Loans of each of the Lenders on a pro rata basis (in accordance with the respective outstanding principal amounts thereof).

(c) Application of Prepayments to Types of Loans. Any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to ~~Eurodollar~~Term SOFR Loans, in each case in a manner which minimizes the amount of any payment required to be made by the Borrower pursuant to Section 2.15(c).

2.13 General Provisions Regarding Payments.

(a) Payments Due. All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 2:00 p.m. (New York City time) on the date due at the Payment Office for the account of the Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date may in the discretion of the Administrative Agent be deemed to have been paid by the Borrower on the next succeeding Business Day.

(b) Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may (but shall not be obligated to), in reliance upon such assumption, distribute to the Lenders, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(c) Payments to Include Interest. All payments in respect of the principal amount of any Loan shall include payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

(d) Distribution of Payments. The Administrative Agent shall promptly distribute to each Lender at such account as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent.

(e) Affected Lender. Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any ~~Affected~~ Lender affected by circumstances contemplated under Section 2.15(b) or if any ~~Affected~~such Lender makes Base Rate Loans in lieu of its Pro Rata Share of any ~~Eurodollar~~Term SOFR Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(f) Payment Due on Non-Business Day. Subject to the provisos set forth in the definition of “Interest Period”, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder.

(g) [Reserved].

(h) Non-Conforming Payment. In the event any payment by or on behalf of the Borrower hereunder is not made in same day funds prior to 2:00 p.m. (New York City time), the Administrative Agent may deem such payment to be a non-conforming payment and if so, shall give prompt written notice thereof to the Borrower and each applicable Lender. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.7 from the date such amount was due and payable until the date such amount is paid in full.

2.14 Ratable Sharing. Subject to Section 10.6(b)(v) and (ix), if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its Pro Rata Share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent in writing of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 2.14 shall not be

construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or Participant, other than to the Borrower or any of its Restricted Subsidiaries (other than pursuant to Section 10.6(d)), as to which the provisions of this Section shall apply. Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the amount of such participation.

2.15 Making or Maintaining ~~Eurodollar~~Term SOFR Loans.

(a) Inability to Determine ~~Applicable Interest Rate~~Rates. Subject to Section 2.21, ~~in the event that~~ if, on or prior to the first day of any Interest Period for any SOFR Loan:

(i) ~~(a)~~ the Administrative Agent ~~shall have determined~~determines (which determination shall be ~~final and~~ conclusive and binding ~~upon all parties hereto,~~ absent manifest error), on any Interest Rate Determination Date with respect to any Eurodollar Loans, that by reason of circumstances affecting the London interbank market (other than the circumstances described in Section 2.21) adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in that “Term SOFR” cannot be determined pursuant to the definition ~~of Adjusted Eurodollar Rate~~thereof, or

(ii) ~~(b)~~ the Required Lenders determine that for any reason in connection with any request for a ~~Eurodollar~~Term SOFR Loan or a conversion thereto or a continuation thereof that ~~the Eurodollar Rate~~Term SOFR for any requested Interest Period with respect to a proposed ~~Eurodollar~~Term SOFR Loan does not adequately and fairly reflect the cost to such Lenders of ~~funding~~making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent ~~shall on~~ such date give notice (by telefacsimile, e-mail or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be a request for Base Rate Loans and (iii) the utilization of the Adjusted Eurodollar Rate component in determining the Base Rate shall be ~~suspended, in each case, until the Administrative Agent revokes such notice.~~,

the Administrative Agent will promptly so notify the Borrower and each Lender.

Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Term SOFR Loans, and any right of the Borrower to continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected Term SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.15(c). Subject to Section 2.21, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such determination.

(b) Illegality or Impracticability of ~~Eurodollar~~Term SOFR Loans. InIf, after the ~~event that on any~~ date hereof, any Lender (in the case of clause (i) below) or the Administrative Agent or the Required Lenders (in the case of clause (ii) below) shall have determined in good faith (which determination shall be final and conclusive and binding upon all parties hereto, absent manifest error) that the making, maintaining or continuation of its Eurodollar Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any Law (or would conflict with any treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful) or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of the Lenders in that market, then, and in any such event, the affected Lenders shall each be an “Affected Lender” and it shall on that day give notice (by e-mail)determines that the introduction of, or any change in, any applicable law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective lending offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for a Lender to honor its obligations to make, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Lender to the Borrower ~~and~~(through the Administrative Agent of such determination (which written notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (A) any Lender pursuant to clause (i) of the preceding sentence or (B) a notice from the Administrative Agent or Lenders constituting Required Lenders pursuant to clause (ii) of the preceding sentence, then (1) the) (an “Illegality Notice”), (a) any obligation of the Lenders ~~(or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender)~~ to make Term SOFR Loans as, and any right of the Borrower to continue Term SOFR Loans or to convert Base Rate Loans to~~, Eurodollar~~ Term SOFR Loans, shall be suspended until such notice shall be withdrawn by each Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Lenders (or in the case of any notice

pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Eurodollar Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by Law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of Section 2.15(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written notice to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender)., and (b) the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”, in each case until each affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Term SOFR Loans to Base Rate Loans (the interest rate on which Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate”), on the last day of the Interest Period therefor, if all affected Lenders may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if any Lender may not lawfully continue to maintain such Term SOFR Loans to such day, in each case until the Administrative Agent is advised in writing by each affected Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.15(c).

(c) Compensation for ~~Breakage or Non Commencement of Interest Periods~~Losses. The Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all actual and reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its ~~Eurodollar~~Term SOFR Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any ~~Eurodollar~~Term SOFR Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any ~~Eurodollar~~Term SOFR Loan does not occur on a date specified therefor in a Conversion/Continuation Notice; (ii) if any prepayment or other principal payment of, or any conversion of, any of its ~~Eurodollar~~Term SOFR Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its ~~Eurodollar~~Term SOFR Loans is not made on any date specified in a written notice of prepayment given by the Borrower.

(d) Booking of ~~Eurodollar~~Term SOFR Loans. Any Lender may make, carry or transfer ~~Eurodollar~~Term SOFR Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e) [reserved].

(f) [reserved].

2.16 Increased Costs; Capital Adequacy.

(a) Increased Costs Generally. If any Change in Law shall:

(i)

impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement ~~reflected in the Adjusted Eurodollar Rate);~~) or any Issuing Lender;

(ii)

subject any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, Commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)

impose on any Lender or any Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or ~~Eurodollar~~Term SOFR Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender or such Issuing Lender of making, converting to, continuing or maintaining any ~~Eurodollar Loan~~Term SOFR Loan, or participating in or issuing any Letter of Credit, or of maintaining its obligation to make any such Loan or Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender or Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or Issuing Lender, the Borrower will pay to such Lender or Issuing Lender such additional amount or amounts as will compensate such Lender or Issuing Lender for such additional costs incurred or reduction suffered; provided that to the extent any such costs or reductions are incurred by any Lender or Issuing Lender as a result of any requests, rules, guidelines or directives enacted or promulgated under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and Basel III after the Closing Date, then such Lender shall be compensated pursuant to this Section 2.16(a) only to the extent such Lender or Issuing Lender certified that it is imposing such charges on similarly situated borrowers under the other syndicated credit facilities that such Lender or Issuing Lender is a lender under.

(b) Capital Requirements. If any Lender or Issuing Lender determines that any Change in Law affecting such Lender or Issuing Lender or any lending office of such Lender or such Lender’s or Issuing Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any Issuing Lender, to a level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or Issuing Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or Issuing Lender or its holding company, as the case may be, as specified in Section 2.16(a) or 2.16(b) and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Lender the amount shown as due on any such certificate within thirty Business Days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided, the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section for any increased costs incurred or reductions suffered more 180 days prior to the date that such Lender or Issuing Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s or Issuing Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

2.17 Taxes; Withholding, Etc.

(a) Defined Terms. For purposes of this Section 2.17, the term “Lender” includes any Issuing Lender and the term “applicable law” includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Borrower. The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Borrower. The Credit Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 Business Days after demand therefor, for

(i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 10.6(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) Evidence of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 2.17, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g) Status of Lenders.

(i)

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if

reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(g)(ii)(A), 2.17(g)(ii)(B) and 2.17(g)(ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)

Without limiting the generality of the foregoing:

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(i)

in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Credit Document, executed originals of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii)

executed originals of IRS Form W-8ECI;

(iii)

in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and that no payment in connection with any Credit Document is effectively connected with the conduct of a U.S. trade or business by such Foreign Lender (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or

(iv)

to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of such direct and indirect partner(s);

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of originals as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine whether such Lender has complied with such Xxxxxx’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so.

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out of pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i) Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.

2.18 Obligation to Mitigate. If any Lender requests compensation under Section 2.16, or requires the Borrower to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and

obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 2.16 or 2.17, as the case may be, in the future, and (b) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

2.19 Replacement of Lenders. (i) If any Lender requests compensation under Section 2.16, or if the Borrower is required to pay additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (ii) if any Lender is a Defaulting Lender or (iii) if any Lender declines to approve any waiver, amendment or modification of this Agreement or any Credit Document that requires approval of all Lenders (directly affected or otherwise) pursuant to Section 10.5 and to which the Required Lenders have consented (or a majority of the Lenders directly affected) or (iv) if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon written notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.6), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided:

(a) the Administrative Agent shall have received the assignment fee (if any) specified in Section 10.6(b)(iv) and if such assignee Lender is not an existing Lender, it shall provide the Administrative Agent and, in the case of an IRS Form W-9, Borrower, with all requested “know your customer” documentation, a duly executed IRS Form W-9 or such other applicable IRS Form and an administrative questionnaire;

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 2.19(c) from or on behalf of the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts));

(c) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Law.

2.20 Defaulting Lenders.

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

(i) Waivers and Amendments. Such Defaulting Xxxxxx’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.5.

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender or Swingline Lender hereunder; third, to Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.20(b); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; ~~third~~fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.20(b); sixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lender or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ~~fifth~~eighth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; ~~sixth~~ninth, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Credit Party as a result of any judgment of a court of competent jurisdiction obtained by any Credit Party against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and ~~seventh~~tenth , to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Loans or Letter of Credit disbursements and such Lender is a Defaulting Lender under clause (a) of the definition thereof, such payment shall be applied solely to pay the relevant Loans or Letter of Credit disbursements of the relevant non-Defaulting Lenders on a pro rata basis prior to being applied pursuant to this Section 2.20(a)(ii).

(iii) Each Defaulting Lender shall be entitled to receive L/C Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.20(c); provided that with respect to any L/C Fee not required to be paid pursuant to this Section 2.20(a)(iii), the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such L/C Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 10.25, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Xxxxxx having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Xxxxxx’s increased exposure following such reallocation.

(v) If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, within two Business Days following the written request of the Administrative Agent or any Swingline Lender (with a copy to the Administrative Agent), without prejudice to any right or remedy available to it hereunder or under law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lenders’ Fronting Exposure and (y) second, Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Section 2.20(c).

(b) Defaulting Lender Cure. If the Borrower ~~and~~, the Administrative Agent and each Swingline Lender and Issuing Lender agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Commitments, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx’s having been a Defaulting Lender.

(c) At any time that there shall exist a Defaulting Lender, within three Business Days following the written request of the Administrative Agent or any Issuing Lender (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Lenders’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.20(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount:

(i) The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of the Issuing Lenders, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of L/C Obligations, to be applied pursuant to clause (ii) below. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Lenders as herein provided (other than Lien permitted pursuant to Section 6.2), or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(ii) Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.20(c) in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iii) Cash Collateral (or the appropriate portion thereof) provided to reduce any Issuing Lender’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.20(c) following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the Administrative Agent and each Issuing Lender that there exists excess Cash Collateral.

(d) So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) no Issuing Lender shall be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

2.21 Benchmark Replacement Setting.

(a) . Notwithstanding anything to the contrary herein or in any other Credit Document ~~(and any Swap Contract shall be deemed not to be a “Credit Document” for purposes of this Section):~~, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document and (y) if a Benchmark Replacement is

(a) ~~Replacing USD LIBOR~~. On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of USD LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12- month USD LIBOR tenor settings. On the earlier of (i) the date that all Available Tenors of USD LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is USD LIBOR, the Benchmark ~~Replacement will replace such Benchmark for all purposes hereunder and under any Credit Document in respect of~~ ~~any setting of such Benchmark on such day and all subsequent~~ ~~settings without any amendment to, or further action or consent of any other party to~~ ~~this Agreement or any other Credit Document~~. ~~If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a~~ ~~quarterly basis~~.

~~(b) ~~Replacing Future Benchmarks~~. Upon the occurrence of a Benchmark Transition Event, thedetermined in accordance with clause (b) of the~~ definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace ~~the then-current~~such Benchmark for all purposes hereunder and under any Credit Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5^th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Credit Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. ~~At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been~~ ~~announced by the regulatory supervisor for the administrator of such Benchmark~~ pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, ~~and, failing that, the Borrower will be deemed to have converted any such request into a request for a~~ ~~borrowing~~ o~~f or conversion to Base Rate Loans. During~~ ~~the period referenced in the foregoing sentence, the component of the Base Rate based upon the Benchmark will not be used in a~~ ~~determination of the Base Rate.~~ If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

(b) ~~(c) ~~Benchmark Replacement~~~~ Conforming Changes. In connection with the ~~implementation and~~use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make ~~Benchmark Replacement~~ Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing such ~~Benchmark Replacement~~ Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Credit Document.

(c) ~~(d)~~ Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any ~~Benchmark Replacement~~ Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.20(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.21, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party ~~hereto~~to this Agreement or any other Credit Document, except, in each case, as expressly required pursuant to this Section 2.21.

(d) Unavailability of Tenor of Benchmark. At Notwithstanding anything to the contrary herein or in any other Credit Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR ~~or USD LIBOR)~~Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may ~~remove any tenor of such Benchmark that is~~modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative ~~for Benchmark (including Benchmark Replacement) settings and (ii)~~tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate ~~any~~ such previously removed tenor ~~for Benchmark (including Benchmark Replacement) settings~~.

(e) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of Term SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

2.22 Incremental Facilities.

(a) Borrower Request. The Borrower may at any time and from time to time after the Closing Date by written notice to the Administrative Agent elect to request the establishment of (i) one or more new term loan facilities or an increase in any existing tranche of Term Loans (each, an “Incremental Term Facility”) with new term loan commitments (each, an “Incremental Term Loan Commitment”) or (ii) one revolving loan facility or, after establishment, an increase in such revolving loan facility (such increase, an “Incremental Revolving Increase” and the initial or subsequent commitments thereunder, an “Incremental Revolving Commitment”; and, together with the Incremental Term Facilities, collectively referred to as the “Incremental Facility”) in an aggregate principal amount not in excess of the sum of: (i) the greater of (x) $100,000,000 and (y) 75% of Consolidated EBITDA on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered under Section 5.1(a) or (b) ~~plus~~ (ii) the aggregate amount of all voluntary prepayments, other than the Extension Voluntary Prepayment, of (A) Term Loans and (B) Incremental Revolving Loans with a corresponding permanent reduction of the Incremental Revolving Commitments (to the extent not financed with the proceeds from the incurrence of long-term Indebtedness and which may not be secured on a pari passu basis with the Initial Term Loans and the 2022 Term Loans) plus (~~iii~~ii ) an unlimited amount of additional Loans that could be incurred by the Borrower at such time without causing (A) in the case of any Incremental Facility ~~that is secured by the Collateral on a pari passu basis with the Initial Term Loans or~~ on a junior lien basis with the Initial Term Loans or 2022 Term Loans, the Consolidated Senior Secured Net Leverage Ratio to be greater than ~~(1) 4.50 to 1.00, if~~ ~~secured on a pari passu basis with the Initial Term Loans~~ ~~or (2)~~ 5.00 to 1.00~~, if secured on a junior basis with the Term Loans~~, or (B) in the case of any Incremental Facility that is unsecured, the Consolidated Total Net Leverage Ratio to be greater than (1) 5.50 to 1.00, in each case, calculated after giving Pro Forma Effect to the incurrence of such additional amount and the use of proceeds thereof, excluding the cash proceeds of any Incremental Term Loans or Incremental Revolving Commitments and assuming the full amount of any Incremental Revolving Commitments are borrowed (whether or not funded or outstanding); provided, for purposes of this clause (~~iii~~ii), if Consolidated EBITDA is negative for the applicable Reference Period for purposes of calculating the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio, as the case may be, no amount shall be available under this clause (~~iii~~ii) for any purpose, minus the aggregate initial principal amount of any Incremental Equivalent Debt incurred pursuant to Section 2.25 (it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have utilized, amounts of the type described in clause (~~iii~~ii) above prior to the utilization of amounts under ~~clauses~~clause (i) ~~or (ii)~~ above and (II) Loans may be incurred in respect of any or all of clauses (i), and (ii) ~~and (iii)~~ above, and the proceeds from any such incurrence in respect of clauses (i), and (ii) ~~and~~ ~~(iii)~~ above, may be utilized in a single transaction by, first, calculating the incurrence in respect of clause (~~iii~~ii ) above (without giving effect to any incurrence in respect of clause (i)

~~or (ii~~)) and , second~~, calculating the incurrence in respect of clause (ii) above and, ~~third~~~~, calculating the incurrence in respect of clause (i) above); ~~provided~~ that the Borrower may redesignate any such Indebtedness (in an amount not to exceed, with respect to clause (i), at any time the greater of (x) $50,000,000 and (y) 75% of Consolidated EBITDA on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered under Section 5.1(a) or (b)) originally designated as incurred pursuant to clause (i) above if, at the time of such redesignation, the Borrower would be permitted to incur under clause (iii) the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur indebtedness under clause (i) above as of the date of such redesignation by the amount of such Indebtedness so redesignated); and in minimum increments of $5,000,000 (or such lesser minimum increments as the Administrative Agent shall agree in its sole discretion) (the foregoing amount, the “Available Incremental Amount”). Notwithstanding anything in this Agreement to the contrary, any Incremental Term Loans the proceeds of which are used to repay or otherwise redeem, repurchase or retire Term Loans shall not utilize any portion of the Available Incremental Amount and shall not reduce the Available Incremental Amount. Each such notice shall specify (i) the date (each, an “Incremental Facility Effective Date”) on which the Borrower proposes that commitments under the applicable Incremental Facility shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent (or such earlier date as the Administrative Agent shall agree in its sole discretion) and (ii) the identity of each Person to whom the Borrower proposes any portion of such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, be allocated and the amounts of such allocations.

(b) Conditions. Any Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, shall become effective as of its Incremental Facility Effective Date; provided that:

(i) the Borrower shall have delivered to the Administrative Agent, the notice of borrowing for such extension of credit in accordance with this Agreement (except as otherwise set forth in the applicable Incremental Term Joinder or Incremental Revolving Joinder, as applicable);

(ii) each of the representations and warranties made by any Credit Party in or pursuant to the Credit Documents shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of such date as if made on and as of such date (except to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of such specific date); provided that, if the primary purpose of such Incremental Facility is to finance a Permitted Acquisition or an Investment permitted under Section 6.6, the foregoing shall be limited to the Specified Representations (other than Section 4.21 with respect to the target in such Permitted Acquisition and its Restricted Subsidiaries);

(iii) no Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Incremental Facility Effective Date (except as otherwise set forth in the Incremental Term Joinder or Incremental Revolving Joinder, as applicable); ~~provided~~ that, if the primary purpose of such Incremental Facility is to finance a Permitted Acquisition or an Investment permitted under Section 6.6, the foregoing shall be limited to no Event of Default under 8.1(a), 8.1(f) or 8.1(g); and

(iv) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction~~; and~~.

~~(v) after giving effect to any such Incremental Revolving Commitment, the aggregate amount of Incremental Revolving Commitments hereunder shall not exceed $100,000,000.~~

(c) Terms of Incremental Facilities. The terms and provisions of the Incremental Term Loans made pursuant to an Incremental Term Loan Commitment (the “Incremental Term Loans”) and the Incremental Revolving Commitments made pursuant to an Incremental Revolving Increase (the “Incremental Revolving Loans”) shall be established pursuant to an Incremental Term Joinder or Incremental Revolving Joinder, as applicable, as follows:

(i) the initial Incremental Revolving Commitments shall be subject to the same documentation applicable to the Initial Term Loans and after the incurrence of the initial Incremental Revolving Commitments, any Incremental Revolving Increase thereafter shall be on the same terms and subject to the same documentation applicable to such initial Incremental Revolving Commitments (except as otherwise set forth herein) ~~and, to the extent not consistent with such initial Incremental Revolving Commitments, on terms reasonably acceptable to the Administrative Agent (except as otherwise set forth herein)~~;

(ii) the maturity date of Incremental Revolving Loans and Incremental Term Loans shall not be earlier than the latest Term Loan Maturity Date;

(iii) any Incremental Revolving Loan shall have no scheduled amortization or mandatory commitment reduction prior to its termination date;

(iv) any Incremental Term Facility may provide for the ability to participate on a pro rata basis, or on a less than pro rata basis (but not on a greater than pro rata basis), in any voluntary or mandatory prepayments of existing Incremental Term Loans hereunder;

(v) the Incremental Term Loans may from time to time be ~~Eurodollar~~Term SOFR Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Section 2.6;

(vi) the applicable yield for the Incremental Term Loans or the Incremental Revolving Loans, as applicable, shall be determined by the Borrower and the applicable new Lenders;

(vii) the pricing, fees, prepayment provisions, amortization schedule (subject to clauses (ii) and (viii)) and pricing protection (if any) for any Incremental Term Facility shall be determined by the Borrower and the lenders thereunder and, except as otherwise provided herein, all other terms of such Incremental Term Facility will be as agreed between the Borrower and the lenders providing such Incremental Term Facility; provided, that, solely during the period commencing on the ~~Closing~~Extension Agreement and Incremental Effective Date and ending on the date that is 12 months after the ~~Closing~~Extension Agreement and Incremental Effective Date, if, as of the date of the incurrence thereof, the Effective Yield relating to any Incremental Term Facility exceeds the Effective Yield relating to the ~~Initial~~2022 Term Loans by more than 0.50%, the Effective Yield relating to the ~~Initial~~2022 Term Loans shall be adjusted to be equal to the Effective Yield relating to such Incremental Term Loans minus 0.50%;

(viii) the Incremental Term Loans shall have a weighted average life to maturity that is not shorter than the remaining weighted average life to maturity of the ~~Initial~~2022 Term Loans; ~~and~~

(ix) the Incremental Term Loans and Incremental Revolving Increase, as applicable, shall rank pari passu in right of payment with other Loans and, if secured, shall only be secured by the Collateral on a pari passu (solely with respect to an Incremental Revolving Increase) or junior lien basis with the Initial Term Loans. and 2022 Term Loans; and

(x) the Incremental Facilities shall not receive Credit Support from or be incurred by any Person that is not a Credit Party or does not become a Credit Party substantially concurrently with the incurrence of such Incremental Facility.

Incremental Term Loans and Incremental Revolving Increases may be provided by any existing Lender (but no existing Lender shall have an obligation to make any Incremental Term Loan Commitment or Incremental Revolving Commitment, nor will the Borrower have any obligation to approach any existing Lenders to provide any Incremental Term Loan Commitment or Incremental Revolving Commitment) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection with such Incremental Facility; provided that the consent of the Administrative Agent, the Issuing Lenders and the Swingline Lender (not to be unreasonably withheld, conditioned or delayed) shall be required with respect to any additional Lender to the same extent such consent would for an assignment of an existing Loan to such Lender pursuant to Section 10.6. The Incremental Term Loan Commitments or the Incremental Revolving Commitments, as applicable, shall be effected by a joinder agreement (the “Incremental Term Joinder” or “Incremental Revolving Joinder”, as applicable) executed by the Borrower, the Administrative Agent and each Lender making such Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, in form and substance reasonably satisfactory to each of them. Incremental Term Loans and Incremental Revolving Increases may be used for the Borrower’s and its Subsidiaries’ working capital and other general corporate purposes, including for capital expenditures, acquisitions, Restricted Payments, refinancing of Indebtedness and any other transactions not prohibited under this Agreement. The Incremental Term Joinder or the Incremental Revolving Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the

other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.22 (including without limitation to implement the relative lien priority contemplated hereby of any Incremental Term Loans). In addition, unless otherwise specifically provided herein, all references in the Credit Documents to Term Loans and Term Loan Commitments, as applicable, shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans and Incremental Term Loan Commitments, respectively, that are made pursuant to this Agreement.

(d) Equal and Ratable Benefit; Lien Priority. The Incremental Revolving Loans and Incremental Revolving Commitments, as applicable, established pursuant to this Section 2.22 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and without limiting the foregoing, if secured, in any case, shall be secured on a senior basis to the Liens securing any Incremental Term Loans and subject to the foregoing shall otherwise benefit equally and ratably from security interests created by the Collateral Documents and the guarantees of the Guarantors. The Incremental Term Loans and Incremental Term Loan Commitments, as applicable, established pursuant to this Section 2.22 shall constitute Loans, Commitments, Term Loans and Term Loan Commitments under, and, subject to the relative Lien priority contemplated hereby, shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall be subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent and ~~shall~~the Required Lenders (such consent not to be unreasonably withheld, conditioned or delayed) and shall benefit equally and ratably from the guarantees of the Guarantors. The Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests granted by the Collateral Documents are subject to the relative Lien priority contemplated hereby and shall otherwise continue to be perfected under the Uniform Commercial Code or otherwise after giving effect to the establishment of any such class of Incremental Term Loans or Incremental Revolving Loans, as applicable, or any such Incremental Term Loan Commitments or Incremental Revolving Increase, as applicable.

2.23 Specified Refinancing Debt.

(a) The Borrower may, from time to time after the Closing Date, add one or more new term loan facilities and new revolving credit facilities to the Facilities (“Specified Refinancing Debt”; and the commitments in respect of such new term facilities, the “Specified Refinancing Term Commitment” and the commitments in respect of such new revolving credit facilities, the “Specified Refinancing Revolving Credit Commitment”) pursuant to procedures reasonably specified by any Person appointed by the Borrower, as agent under such Specified Refinancing Debt (such Person (who may be the Administrative Agent, if it so agrees), the “Specified Refinancing Agent”) and reasonably acceptable to the Borrower, to refinance (including by extending the maturity) (i) all or any portion of any Term Loan Tranches then outstanding under this Agreement, (ii) all or any portion of any Revolving Tranches then in effect under this Agreement or (iii) all or any portion of any Incremental Revolving Commitment or Incremental Term Loan Commitment incurred under Section 2.22, in each case pursuant to a Refinancing Amendment; provided that such Specified Refinancing Debt: (i) may not have obligors or Liens that are more extensive than those which applied to the Indebtedness being refinanced (it being understood that the roles of such obligors as a borrower or a guarantor with respect to such obligations may be interchanged); (ii) if guaranteed, shall not be guaranteed by any Person that is not a

Credit Party or does not become a Credit Party substantially concurrently with the incurrence of such Specified Refinancing Debt; (iii) (x) if secured by a lien on all or any portion of the Collateral, shall not be secured by any assets other than assets that constitute Collateral, and (y) at the option of the Borrower, shall be secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans and 2022 Term Loans, secured by a lien on the Collateral on a junior basis to the Initial Term Loans or 2022 Term Loans, secured by a Lien on assets not constituting Collateral or unsecured; provided that, if such Specified Refinancing Debt is secured by a lien on all or any portion of the Collateral, such Specified Refinancing Debt shall be subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Required Lenders (such consent not to be unreasonably withheld, conditioned or delayed); (iv) [reserved]; (v) shall have such pricing and optional prepayment terms as may be agreed by the Borrower and the applicable Lenders thereof; (vi) (x) to the extent constituting revolving credit facilities, shall not have a maturity date (or have mandatory commitment reductions or amortization) that is prior to the scheduled Maturity Date of the Revolving Tranche being refinanced and (y) to the extent constituting term loan facilities, shall have a maturity date that is not prior to the date that is the latest Term Loan Maturity Date of, and will have a weighted average life to maturity that is not shorter than the remaining weighted average life to maturity of, the Term Loans being refinanced; (vii) in the case of Specified Refinancing Term Loans, shall share ratably in any prepayments of the then outstanding Initial Term Loans and/or 2022 Term Loans pursuant to Section 2.14 (or otherwise provide for more favorable prepayment treatment for the then outstanding Initial Term Loans and/or 2022 Term Loans than the Specified Refinancing Term Loans); (viii) in the case of Specified Refinancing Revolving Credit Commitments, shall provide that each Borrowing shall be allocated pro rata among the Revolving Tranches; (ix) subject to clauses (v) and (vi) above, shall have covenants and events of default (excluding optional prepayment and redemption terms) that are, taken as a whole, not more restrictive to the Borrower than those applicable to the Initial Term Loans or 2022 Term Loans (taken as a whole) (except for (x) covenants and events of default applicable only to periods after the Maturity Date of the Initial Term Loans or 2022 Term Loans and existing at the time of incurrence or issuance of such Specified Refinancing Debt and (y) any financial maintenance covenant to the extent such covenant is also added for the benefit of the Lenders holding the Initial Term Loans or 2022 Term Loans, without further Lender approval or voting requirement) or otherwise are customary for similar debt securities in light of then-prevailing market conditions at the time of issuance (as determined by the Borrower in good faith; provided that, at the Borrower’s option, delivery of a certificate of an Authorized Officer of the Borrower to the Specified Refinancing Agent in good faith at least three Business Days (or such shorter period as may be agreed by the Specified Refinancing Agent) prior to the incurrence of such Specified Refinancing Debt, together with a reasonably detailed description of the material terms and conditions of such Specified Refinancing Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (a), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Specified Refinancing Agent provides notice to the Borrower of its objection during such three Business Day (or shorter) period (including a reasonable description of the basis upon which it objects)); and the net cash proceeds of such Specified Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Loans being so refinanced (or less than the pro rata prepayment of outstanding Loans made by any Term Loan Lenders or the Revolving Credit Lenders, as applicable, that will be lenders of the Specified Refinancing Debt, as approved by such Term Loan Lenders or the Revolving Credit Lenders, as applicable; provided that in the case of Revolving Credit

Loans, a corresponding amount of Revolving Credit Commitments shall be permanently reduced), in each case pursuant to this Agreement, as applicable, and the payment of fees, expenses and premiums, if any, payable in connection therewith; provided, however, that such Specified Refinancing Debt shall not have a principal or commitment amount (or accreted value) greater than the Loans being refinanced (plus an amount equal to accrued interest, fees, discounts, premiums and expenses). Any Lender approached to provide all or a portion of any Specified Refinancing Debt may elect or decline, in its sole discretion, to provide such Specified Refinancing Debt. To achieve the full amount of a requested issuance of Specified Refinancing Debt, and subject to the approval of the Administrative Agent in the case of Specified Refinancing Revolving Credit Commitments, the Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Debt pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Specified Refinancing Agent. For the avoidance of doubt, any allocations of Specified Refinancing Debt shall be made at the Borrower’s sole discretion, and the Borrower will not be obligated to allocate any Specified Refinancing Debt to any Lender.

(b) The effectiveness of any Refinancing Amendment shall be subject to conditions as are mutually agreed with the participating Lenders providing such Specified Refinancing Debt and to the extent reasonably requested by the Specified Refinancing Agent, receipt by the Specified Refinancing Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements with respect to the Borrower and the Guarantors, including any supplements or amendments to the Collateral Documents providing for such Specified Refinancing Debt to be secured thereby, consistent with those delivered on the Closing Date under Section 3 (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion). The Lenders hereby authorize the Specified Refinancing Agent to enter into amendments to this Agreement and the other Credit Documents with the Borrower as may be necessary in order to establish new Tranches of Specified Refinancing Debt and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Specified Refinancing Agent and the Borrower in connection with the establishment of such new Tranches, in each case on terms consistent with and/or to effect the provisions of this Section 2.23.

(c) Each class of Specified Refinancing Debt incurred under this Section 2.23 shall be in an aggregate principal amount that is (x) not less $5,000,000 and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of letters of credit for the account of the Borrower in respect of a Revolving Tranche pursuant to any revolving credit facility established thereby, in each case on terms substantially equivalent to the terms applicable to letters of credit under the Revolving Credit Commitments.

(d) The Specified Refinancing Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing Debt incurred pursuant thereto (including the addition of such Specified Refinancing Debt as separate “Facilities” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any Person other than the Borrower, the Specified Refinancing Agent and the Lenders providing such Specified Refinancing Debt, effect such amendments to this Agreement and the other Credit

Documents as may be necessary or appropriate, in the reasonable opinion of the Specified Refinancing Agent and the Borrower, to effect the provisions of or consistent with this Section 2.24. If the Specified Refinancing Agent is not the Administrative Agent, the actions authorized to be taken by the Specified Refinancing Agent herein shall be done in consultation with the Administrative Agent and, with respect to the preparation of any documentation necessary or appropriate to carry out the provisions of this Section 2.23 (including amendments to this Agreement and the other Credit Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein.

2.24 Extension of Term Loans and Revolving Credit Commitments.

(a) The Borrower may at any time and from time to time request that all or a portion of the (i) Term Loans of one or more Tranches existing at the time of such request (each, an “Existing Term Tranche”, and the Term Loans of such Tranche, the “Existing Term Loans”) or (ii) Revolving Credit Commitments of one or more Tranches existing at the time of such request (each, an “Existing Revolving Tranche” and together with the Existing Term Tranches, each an “Existing Tranche”, and the Revolving Credit Commitments of such Existing Revolving Tranche together with the Existing Term Loans, the “Existing Loans”), in each case, be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of any Existing Tranche (any such Existing Tranche which has been so extended, an “Extended Term Tranche” or “Extended Revolving Tranche”, as applicable, and each an “Extended Tranche”, and the Term Loans or Revolving Credit Commitments, as applicable, of such Extended Tranches, the “Extended Term Loans” or “Extended Revolving Commitments”, as applicable, and collectively, the “Extended Loans”) and to provide for other terms consistent with this Section 2.24; provided that (i) any such request shall be made by the Borrower to certain Lenders specified by the Borrower with Term Loans or Revolving Credit Commitments, as applicable, with a like maturity date (whether under one or more Tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the Term Loans or on the aggregate Revolving Credit Commitments) ~~and~~, (ii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower in its sole discretion, and (iii) the Issuing Lenders and the Swingline Lender shall have consented to such Extension of the Revolving Commitments, to the extent that such Extension provides for the issuance or extension of Letters of Credit or making of Swingline Loans at any time during the extended period. In order to establish any Extended Tranche, the Borrower shall provide a written notice to the Administrative Agent (in such capacity, the “Extended Loans Agent”) (who shall provide a copy of such notice to each of the requested Lenders of the applicable Existing Tranche) (an “Extension Request”) setting forth the proposed terms of the Extended Tranche to be established, which terms shall be substantially similar to those applicable to the Existing Tranche from which they are to be extended (the “Specified Existing Tranche”), except that (w) all or any of the final maturity dates of such Extended Tranches shall be delayed to later dates than the final maturity dates of the Specified Existing Tranche, (x) (A) the interest margins with respect to the Extended Tranche may be higher or lower than the interest margins for the Specified Existing Tranche and/or (B) additional fees may be payable to the Lenders providing such Extended Tranche in addition to or in lieu of any increased margins contemplated by the preceding clause (A), (y) in the case of any Extended Term Tranche, such Extended Term Tranche shall share ratably in any prepayments of the then outstanding Initial Term Loans and/or 2022 Term Loans pursuant to Section 2.14 (or otherwise provide for more favorable mandatory prepayment treatment for

the then outstanding Initial Term Loans or 2022 Term Loans than such Extended Term Tranche) and (z) in the case of any Extended Term Tranche, so long as the weighted average life to maturity of such Extended Tranche would be no shorter than the remaining weighted average life to maturity of the Specified Existing Tranche, amortization rates with respect to the Extended Term Tranche may be higher or lower than the amortization rates for the Specified Existing Tranche, in each case to the extent provided in the applicable Extension Amendment; provided that, notwithstanding anything to the contrary in this Section 2.24 or otherwise, assignments and participations of Extended Tranches shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Initial Term Loans, 2022 Term Loans or Revolving Credit Commitments, as applicable, set forth in Section 10.6. No requested Lender shall have any obligation to agree to have any of its Existing Loans converted into an Extended Tranche pursuant to any Extension Request. Any Extended Tranche shall constitute a separate Tranche of Loans from the Specified Existing Tranches and from any other Existing Tranches (together with any other Extended Tranches so established on such date). On the Extension Date applicable to any applicable Revolving Tranche under a Revolving Credit Facility, the Borrower shall prepay the Revolving Credit Loans outstanding on such Extension Date applicable to the relevant Revolving Tranche (and pay any additional amounts required pursuant to Section 2.15) to the extent necessary to keep the outstanding Revolving Credit Loans applicable to the non-extending Revolving Credit Lenders under such Revolving Tranche in accordance with any revised Pro Rata Share of a Revolving Credit Lender in respect of the extended Revolving Credit Facility arising from any non-ratable Extension to the Revolving Credit Commitments under this Section 2.24.

(b) The Borrower shall provide the applicable Extension Request at least ten Business Days (or such shorter period as the Extended Loans Agent may agree in its sole discretion) prior to the date on which Lenders under the applicable Existing Tranche or Existing Tranches are requested to respond. Any Lender (an “Extending Lender”) wishing to have all or a portion of its Specified Existing Tranche converted into an Extended Tranche shall notify the Extended Loans Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Specified Existing Tranche that it has elected to convert into an Extended Tranche. In the event that the aggregate amount of the Specified Existing Tranche subject to Extension Elections exceeds the amount of Extended Tranches requested pursuant to the Extension Request, the Specified Existing Tranches subject to Extension Elections shall be converted to Extended Tranches on a pro rata basis based on the amount of Specified Existing Tranches included in each such Extension Election. In connection with any extension of Loans pursuant to this Section 2.24 (each, an “Extension”), the Borrower and Extended Loans Agent shall agree to such procedures regarding timing, rounding, lender revocation and other administrative adjustments to ensure reasonable administrative management of the credit facilities hereunder after such Extension, in each case acting reasonably to accomplish the purposes of this Section 2.24. The Borrower may amend, revoke or replace an Extension Request pursuant to procedures reasonably acceptable to the Extended Loans Agent at any time prior to the date on which Lenders under the applicable Existing Term Tranche or Existing Term Tranches are requested to respond to the Extension Request.

(c) Extended Tranches shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement (which may include amendments to provisions related to maturity, interest margins or fees referenced in clauses (x) and (y) of Section 2.24(a), or, in the case of Extended Term Tranches, amortization rates referenced in clause (z) of Section 2.24(a), and which, in each case, except to the extent expressly contemplated by the last sentence of this Section 2.24(c) and notwithstanding anything to the contrary set forth in Section 10.5, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Tranches established thereby) executed by the Credit Parties, the Extended Loans Agent, and the Extending Lenders. Subject to the requirements of this Section 2.24 and without limiting the generality or applicability of Section 10.5 to any Section 2.24 Additional Amendments (as defined below), any Extension Amendment may provide for additional terms and/or additional amendments other than those referred to or contemplated above (any such additional amendment, a “Section 2.24 Additional Amendment”) to this Agreement and the other Credit Documents; provided that such Section 2.24 Additional Amendments do not become effective prior to the time that such Section 2.24 Additional Amendments have been consented to (including, without limitation, pursuant to consents applicable to holders of any Extended Tranches provided for in any Extension Amendment) by such of the Lenders, Credit Parties and other parties (if any) as may be required in order for such Section 2.24 Additional Amendments to become effective in accordance with Section 10.5; provided, further, that (i) if incurred or guaranteed by the Borrower or any Guarantor, such Extended Tranche shall not be guaranteed by any Person that is not a Credit Party or does not become a Credit Party substantially concurrently with the establishment of such Extended Tranche, (ii) if secured by a lien on all or any portion of the Collateral, such Extended Tranche shall not be secured by any assets other than assets that constitute Collateral, and (iii) at the option of the Borrower, such Extended Tranche shall be secured by a lien on the Collateral on a pari passu basis with the Initial Term Loans and 2022 Term Loans, secured by a lien on the Collateral on a junior basis to the Initial Term Loans or 2022 Term Loans, secured by a Lien on assets not constituting Collateral or unsecured; provided that, if such Extended Tranche is secured by a lien on all or any portion of the Collateral, such Extended Tranche shall be subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Required Lenders (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in Section 10.5, any such Extension Amendment may, without the consent of any other Lenders, effect such amendments to any Credit Documents as may be necessary or appropriate, in the reasonable judgment of the Borrower and the Extended Loans Agent, to effect the provisions of this Section 2.24; provided that the foregoing shall not constitute a consent on behalf of any Lender to the terms of any Section 2.24 Additional Amendment. The Lenders hereby authorize the Extended Loans Agent to enter into amendments to this Agreement and the other Credit Documents with the Borrower as may be necessary in order to establish any Extended Loans and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Extended Loans Agent and the Borrower in connection with the establishment of such Extended Loans, in each case on terms consistent with and/or to effect the provisions of this Section 2.24.

(d) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Tranche is converted to extend the related scheduled maturity date(s) in accordance with clause (a) above (an “Extension Date”), in the case of the Specified Existing Tranche of each Extending Lender, the aggregate principal amount of such Specified Existing Tranche shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Tranche so converted by such Lender on such date, and such Extended Tranches shall be established as a separate Tranche from the Specified Existing Tranche and from any other Existing Tranches (together with any other Extended Tranches so established on such date).

(e) If, in connection with any proposed Extension Amendment, any requested Lender declines to consent to the applicable extension on the terms and by the deadline set forth in the applicable Extension Request (each such other Lender, a “Non-Extending Lender”) then the Borrower may, on notice to the Extended Loans Agent and the Non-Extending Lender, replace such Non-Extending Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 2.19 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Extended Loans Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender; provided, further, that the applicable assignee shall have agreed to provide Extended Loans on the terms set forth in such Extension Amendment; provided, further, that all obligations of the Borrower owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender concurrently with such Assignment and Assumption. In connection with any such replacement under this Section 2.24, if the Non-Extending Lender does not execute and deliver to the Extended Loans Agent a duly completed Assignment and Assumption by the later of (A) the date on which the replacement Lender executes and delivers such Assignment and Assumption and (B) the date as of which all obligations of the Borrower owing to the Non-Extending Lender relating to the Existing Loans so assigned shall be paid in full by the assignee Lender to such Non-Extending Lender, then such Non-Extending Lender shall be deemed to have executed and delivered such Assignment and Assumption as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption on behalf of such Non-Extending Lender.

(f) Following any Extension Date, with the written consent of the Borrower, any Non-Extending Lender may elect to have all or a portion of its Existing Loans deemed to be an Extended Loan under the applicable Extended Tranche on any date (each date a “Designation Date”) prior to the maturity date of such Extended Tranche; provided that such Lender shall have provided written notice to the Borrower and the Extended Loans Agent at least ten Business Days prior to such Designation Date (or such shorter period as the Administrative Agent may agree in its reasonable discretion); provided, further, that no greater amount shall be paid by or on behalf of the Borrower or any of its Affiliates to any such Non-Extending Lender as consideration for its extension into such Extended Tranche than was paid to any Extending Lender as consideration for its Extension into such Extended Tranche. Following a Designation Date, the Existing Loans held by such Xxxxxx so elected to be extended will be deemed to be Extended Loans of the applicable Extended Tranche, and any Existing Loans held by such Lender not elected to be extended, if any, shall continue to be “Existing Loans” of the applicable Tranche.

(g) With respect to all Extensions consummated by the Borrower pursuant to this Section 2.24, (i) such Extensions shall not constitute optional or mandatory payments or prepayments for purposes of Sections 2.10 and 2.11(a) and (ii) no Extension Request is required to be in any minimum amount or any minimum increment; provided that the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Request in the Borrower’s sole discretion and may be waived by the Borrower) of Existing Loans of any or all applicable Tranches be extended. The

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Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.24 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Loans on such terms as may be set forth in the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.1(c), 2.10 and 2.11(a)) or any other Credit Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.24.

2.25 Incremental Equivalent Debt.

(a) At any time and from time to time, subject to the terms and conditions set forth herein, the Borrower may issue one or more series of Incremental Equivalent Debt in an aggregate principal amount not to exceed, as of the date of and after giving effect to the issuance of any such Incremental Equivalent Debt when combined with the aggregate amount of all Incremental Term Loans, Incremental Term Loan Commitments and Incremental Revolving Commitments under Section 2.22, the Available Incremental Amount.

(b) The issuance of any Incremental Equivalent Debt pursuant to this Section 2.25 (i) shall in all cases, be subject to the terms and conditions applicable to Incremental Term Loan Commitments or Incremental Revolving Commitments (as applicable) set forth under Section 2.22(b) (other than clause (ii) thereof) and the maturity date of such Incremental Equivalent Debt shall be no earlier than the ~~Initial~~later to occur of (x) the Revolving Termination Date and (y) the latest Term Loan Maturity Date; (ii) to the extent constituting term debt, the weighted average life to maturity of such Incremental Equivalent Debt shall not be shorter than the weighted average life to maturity of the Initial Term Loans or 2022 Term Loans at the time of such incurrence (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of any applicable Term Loans), (iii) such Incremental Equivalent Debt shall not be guaranteed by any Person other than the Credit Parties, and (iv) the covenants, events of default, guarantees and other terms of such Incremental Equivalent Debt shall be customary for similar debt instruments in light of then-prevailing market conditions at the time of issuance, it being understood that a certificate of an Authorized Officer of the Borrower delivered to the Administrative Agent prior to or at the incurrence of such Incremental Equivalent Debt, together with a reasonably detailed description of the material terms and conditions of such Incremental Equivalent Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions of the Incremental Equivalent Debt satisfy the requirement set forth in this clause (ii), shall be conclusive evidence that such terms and conditions have been satisfied.

2.26 Letters of Credit

(a) L/C Commitment. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 2.26(i), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower or any Subsidiary which is a Credit Party on any Business Day during the Revolving Availability Period as may be approved from time to time by such Issuing Lender, with the face amount of any outstanding Letters of Credit (and, without duplication, any unpaid drawing in respect thereof) reducing the Available Revolving Commitments on a Dollar-for-Dollar basis; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of such Issuing

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Xxxxxx’s Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a face amount of at least $100,000 (unless otherwise agreed by such Issuing Lender) and (iii) expire no later than the earlier of (x) the first anniversary of its date of issuance (unless otherwise agreed by the applicable Issuing Lender) and (y) the date that is five (5) Business Days prior to the Revolving Termination Date (unless cash collateralized or backstopped or otherwise supported, in each case in a manner agreed to by the Borrower and the Issuing Lender); provided that any Letter of Credit may p

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EXTENSION AMENDMENT, SECOND AMENDMENT AND FIRST INCREMENTAL AGREEMENT TO CREDIT AND GUARANTY AGREEMENT