BRIGHT HORIZONS FAMILY SOLUTIONS INC.

EX-10.1 · d139662dex101.htm

EX-10.1
 2
 d139662dex101.htm
 EX-10.1

 Exhibit 10.1

 EXECUTION VERSION
 FIFTH
AMENDMENT TO
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 This FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 1, 2026 (this “ Agreement ”), by
and among BRIGHT HORIZONS FAMILY SOLUTIONS LLC, a Delaware limited liability company (the “ Borrower ”), BRIGHT HORIZONS CAPITAL CORP., a Delaware corporation (“ Holdings ”), the other Loan Parties party hereto,
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”), the 2026 Term A Lenders (as defined below), the 2026 Revolving Credit Lenders (as defined below) party hereto and the L/C Issuer
party hereto in respect of that certain Second Amended and Restated Credit Agreement, dated as of November 23, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect prior to the date hereof, the
“ Existing Credit Agreement ”), by and among the Borrower, Holdings, the Administrative Agent and each lender from time to time party thereto.

 Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Existing Credit Agreement or the Amended
Credit Agreement (as defined below), as the context requires.
 WHEREAS, pursuant to the Existing Credit Agreement, the Revolving Credit
Lenders have provided Revolving Commitments and made Revolving Credit Loans (such loans outstanding immediately prior to the effectiveness of this Agreement, collectively, the “ Existing Revolving Credit Loans ”) to the Borrower;

 WHEREAS, in accordance with Section 2.16 of the Existing Credit Agreement, the Borrower has requested that each Person listed on
 Schedule I hereto (each such Person, a “ 2026 Term A Lender ”) commit, on the Amendment Effective Date and on the terms and subject to the conditions set forth herein and in the Amended Credit Agreement, to provide
Incremental Term Loans to the Borrower in the amounts set forth opposite each such 2026 Term A Lender’s name on Schedule I hereto (the “ 2026 Term A Loans ” and each 2026 Term A Lender’s commitment to provide
the 2026 Term A Loans, its “ 2026 Term A Loan Commitment ”), and the Administrative Agent has approved of each 2026 Term A Lender that is not an existing Lender, an Affiliate of a Lender or an Approved Fund;

 WHEREAS, in accordance with Section 2.16 of the Existing Credit Agreement, the Borrower has requested that each Person on
 Schedule II hereto (each such Person, a “ 2026 Revolving Credit Lender ”) provide, upon the terms and subject to the conditions set forth herein and in the Amended Credit Agreement, Incremental Revolving Credit
Commitments to the Borrower in the amounts set forth opposite each such 2026 Revolving Credit Lender’s name on Schedule II hereto (the “ 2026 Revolving Incremental Commitments ” and loans thereunder, the
“ 2026 Revolving Credit Loans ”; such transaction, the “ 2026 Revolving Commitment Increase ”), such that the aggregate principal amount of the Revolving Credit Commitments after giving effect to the 2026 Revolving
Commitment Increase will be $1,000,000,000, and the Administrative Agent and the L/C Issuer have approved of each 2026 Revolving Credit Lender that is not an existing Lender, an Affiliate of a Lender or an Approved Fund;

 WHEREAS, the Borrower has appointed (i) BofA Securities, Inc., JPMorgan Chase Bank,
N.A. and Wells Fargo Securities, LLC to act as joint lead arrangers, joint bookrunners and co-syndication agents, (ii) Citizens Bank, N.A., PNC Capital Markets LLC and Santander Bank, N.A. to act as joint lead arrangers and co-syndication
agents and (iii) Capital One, National Association, M&T Bank, TD Bank, N.A. and Eastern Bank to act as co-documentation agents (collectively, the “ Arrangers ”) for this Agreement and the 2026 Term A Loans and the 2026
Revolving Commitment Increase described herein; and
 WHEREAS, (a) this Agreement shall constitute an Incremental Amendment for
purposes of the Existing Credit Agreement and the Amended Credit Agreement, (b) the Existing Credit Agreement will be amended as provided herein and (c) the Loan Parties will reaffirm their respective obligations under the Loan Documents.

 NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the following shall be effective.
 SECTION 1. 2026 Term A Loans .

 (a) Subject to the satisfaction or waiver of the conditions precedent set forth in Section 4 hereof, each 2026 Term A Lender
commits to make, severally but not jointly, to the Borrower a 2026 Term A Loan on the Amendment Effective Date in an aggregate principal amount equal to such 2026 Term A Lender’s 2026 Term A Loan Commitment. The aggregate principal amount of
the 2026 Term A Loan Commitments of all 2026 Term A Lenders as of the Amendment Effective Date is $375,000,000. The 2026 Term A Loans shall be funded on the Amendment Effective Date and, unless previously terminated, the 2026 Term A Loan Commitments
shall be automatically and permanently reduced to $0 upon the making of such 2026 Term A Lender’s 2026 Term A Loans.
 (b) 2026 Term A
Loans borrowed under this Section 1 and repaid or prepaid may not be reborrowed. 2026 Term A Loans may be ABR Loans or Term Benchmark Loans, as further provided in the Amended Credit Agreement.

 (c) The Borrower shall use the proceeds of the 2026 Term A Loans, together with cash on hand, to repay, on the Amendment Effective Date,
Existing Revolving Credit Loans in an aggregate principal amount equal to $375,000,000, together with all accrued but unpaid interest thereon (such repayment, the “ 2026 Revolving Credit Loan Repayment ”), and to pay fees and
expenses incurred in connection with this Agreement.
 (d) On and after the Amendment Effective Date, (i) each reference to the terms
“Incremental Term A Loan Commitments”, “Incremental Facility”, “Commitments”, “Term A Loan Commitments” and “Incremental Commitments” in the Amended Credit Agreement and the other Loan
Documents shall be deemed to include the 2026 Term A Loan Commitments, (ii) each reference to the terms “Term A Loans”, “Incremental Term A Loans”, “Term Loans”, “Incremental Term Loans” and
“Loans” in the Amended Credit Agreement and the other Loan Documents shall be deemed to include the 2026 Term A Loans and (iii) each reference to the terms “Term A Lender”, “Incremental Term A Lender”,
“Additional Lender”, “Incremental Term Lender”, “Incremental Lender” and “Lender” in the Amended Credit Agreement and the other Loan Documents shall be deemed to include the 2026 Term A Lenders.

 2

 (e) The parties hereto hereby agree that this Agreement, together with the previously
delivered Incremental Loan Request (receipt of which is hereby acknowledged by the Administrative Agent), satisfies the requirements of Section 2.16 of the Existing Credit Agreement with respect to the establishment of Incremental Term A Loan
Commitments.
 SECTION 2. 2026 Revolving Commitment Increase .

 (a) Subject to the satisfaction or waiver of the conditions precedent set forth in Section 4 hereof, each 2026 Revolving Credit
Lender agrees, severally and not jointly, to make available, on the Amendment Effective Date, a 2026 Revolving Incremental Commitment to the Borrower in an aggregate amount equal to its 2026 Revolving Incremental Commitment. It is understood and
agreed that on the Amendment Effective Date, the 2026 Revolving Incremental Commitments shall be added to (and form part of) the Revolving Credit Commitments. In addition to the foregoing, the 2026 Revolving Credit Lenders shall participate in
Letters of Credit and Revolving Credit Loans such that, on the Amendment Effective Date and immediately after giving effect to the 2026 Revolving Commitment Increase, participations in Letters of Credit and Revolving Credit Loans shall be
reallocated among the 2026 Revolving Credit Lenders so that participations in Letters of Credit and Revolving Credit Loans are held by the 2026 Revolving Credit Lenders pro rata based on their Revolving Credit Commitments after giving effect to the
2026 Revolving Commitment Increase.
 (b) On and after the Amendment Effective Date, the Borrower may use the proceeds of the 2026 Revolving
Loans for any purpose not otherwise prohibited under this Agreement.
 (c) Following the 2026 Revolving Commitment Increase, (i) each
reference to the terms “Revolving Commitment Increase”, “Incremental Revolving Credit Commitments”, “Incremental Facility”, “Commitments”, “Revolving Credit Commitments” and
“Incremental Commitments” in the Amended Credit Agreement and the other Loan Documents shall be deemed to include the 2026 Revolving Incremental Commitments, (ii) each reference to the terms “Revolving Credit Loans”,
“Incremental Revolving Loans”, “Loans” and “Incremental Loans” in the Amended Credit Agreement and the other Loan Documents shall be deemed to include the 2026 Revolving Credit Loans and (iii) each reference
to the terms “Revolving Credit Lender”, “Incremental Revolving Credit Lender”, “Additional Lender”, “Incremental Lender” and “Lender” in the Amended Credit Agreement and the other Loan
Documents shall be deemed to include the 2026 Revolving Credit Lenders.
 (d) (i) The parties hereto hereby agree that this Agreement,
together with the previously delivered Incremental Loan Request (receipt of which is hereby acknowledged by the Administrative Agent), satisfies the requirements of Section 2.16 of the Existing Credit Agreement with respect to the establishment
of a Revolving Commitment Increase and (ii) the 2026 Revolving Credit Lenders party hereto and the 2026 Term A Lenders party hereto that are Revolving Credit Lenders under the Existing Credit Agreement (collectively, constituting the Required
Facility Lenders with respect to the Revolving Credit Facility) hereby consent with respect to their respective Revolving Credit Commitments and Revolving Credit Loans under the Existing Credit Agreement to the terms of this Agreement and the
Amended Credit Agreement.

 3

 SECTION 3. Amendments . In accordance with Sections 2.16 and 10.01(g) of the Existing
Credit Agreement, effective as of the Amendment Effective Date (but immediately after giving effect to the transactions set forth in Sections 1 and 2 hereof), the Existing Credit Agreement (excluding the Exhibits and Schedules
thereto, each of which shall remain as in effect immediately prior to the Amendment Effective Date) is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text or stricken
text ) and to add the bold-underlined text (indicated textually in the same manner as the following example:
 bold-underlined text or bold-underlined
text ) as set forth in the pages of the Existing Credit Agreement attached as Annex I hereto (the Existing Credit Agreement, as so amended, being referred to as the “ Amended Credit Agreement ”).

 SECTION 4. Effectiveness . The 2026 Revolving Incremental Commitments, the 2026 Term A Loan Commitments and the amendments
of the Existing Credit Agreement, in each case contemplated by Section 3 hereof, shall, in each case, become effective on the first date on which the following conditions shall have been satisfied (the “ Amendment Effective
Date ”):
 (a) The Administrative Agent shall have received from the Borrower (A) a prepayment notice with respect to the 2026
Revolving Credit Loan Repayment and (B) a Committed Loan Notice with respect to the 2026 Term A Loans;
 (b) The Administrative Agent
shall have received each of the following, each dated the Amendment Effective Date:
 (i) (A) this Agreement, duly executed by
Holdings, the Borrower, each other Loan Party, the Administrative Agent, the 2026 Term A Lenders, the 2026 Revolving Credit Lenders and the L/C Issuer and (B) a Note, executed by the Borrower in favor of each 2026 Term A Lender or 2026
Revolving Credit Lender, as applicable, that has requested a Note at least three (3) Business Days in advance of the Amendment Effective Date;

 (ii) a written opinion of Ropes & Gray LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the
Administrative Agent;
 (iii) certificates of good standing from the applicable secretary of state of the state of organization of each
Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment Effective Date; and

 (iv) a certificate of a Responsible Officer of the Borrower certifying as to the matters specified in Section 5 (Representations and
Warranties) hereof and Sections 4(c) and 4(d) below;

 4

 (c) no Default or Event of Default shall exist or would exist after giving effect to this
Agreement, including the making of the 2026 Term A Loans on the Amendment Effective Date, the application of the proceeds thereof and the establishment of the 2026 Revolving Incremental Commitments;

 (d) the representations and warranties of each Loan Party set forth in Article V of the Existing Credit Agreement and in each other Loan
Document shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier
date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or
similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates;

 (e) the Borrower shall have paid all amounts referred to in Section 6 (Fees and Expenses) hereof that have been invoiced to the Borrower
at least three (3) Business Days prior to the Amendment Effective Date (or as otherwise reasonably agreed by the Borrower); and
 (f)
the Borrower shall have provided to the Administrative Agent at least three (3) days prior to the Amendment Effective Date (or such shorter period as the Administrative Agent may agree in its sole discretion), all documentation and other
information about the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act , in each case that has been requested by
the Administrative Agent at least six (6) Business Days prior to the Amendment Effective Date.
 The Administrative Agent shall notify
the Borrower, the 2026 Revolving Credit Lenders and the 2026 Term A Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

 SECTION 5. Representations and Warranties . On and as of the Amendment Effective Date, the Borrower hereby represents and warrants that
(a) this Agreement has been duly authorized, executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to Debtor Relief
Laws and general principles of equity (whether considered in a proceeding in equity or law) and an implied covenant of good faith and fair dealing, and the Existing Credit Agreement (as amended by this Agreement) constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to Debtor Relief Laws and general principles of equity (whether considered in a proceeding in equity or law) and an implied covenant of good
faith and fair dealing, and (b) no Default or Event of Default shall exist or would exist after giving effect to this Agreement, including the making of the 2026 Term A Loans on the Amendment Effective Date, the application of the proceeds
thereof and the establishment of the 2026 Revolving Incremental Commitments.
 SECTION 6. Fees and Expenses . The Borrower shall pay
(a) in accordance with the terms of Section 10.04 of the Existing Credit Agreement all costs and expenses of the Administrative Agent in connection with the preparation, negotiation, syndication, execution and delivery of this Agreement
(including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto) and (b) any other fees separately agreed between the Borrower and any of the Arrangers.

 5

 SECTION 7. Effect of Agreement .

 (a) Except as expressly set forth herein and in the Amended Credit Agreement, this Agreement and the Amended Credit Agreement shall not by
implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the L/C Issuers or the Lenders under the Existing Credit Agreement, or any other Loan Document, and shall not
alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, or any other Loan Document, all of which shall continue in full force and effect in accordance
with the provisions thereof.
 (b) On and after the Amendment Effective Date, each reference in the Amended Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import, as used in the Amended Credit Agreement, shall refer to the Existing Credit Agreement as amended in the form of the Amended Credit
Agreement, and the term “Credit Agreement”, as used in any Loan Document, shall mean the Amended Credit Agreement. This Agreement shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the
other Loan Documents.
 (c) Except as expressly set forth herein, neither this Agreement nor the effectiveness of the Amended Credit
Agreement shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release any Guarantee thereof. Except as expressly set forth herein, nothing herein contained shall be construed as a
substitution or novation of the Secured Obligations outstanding under the Existing Credit Agreement or the Collateral Documents, which shall remain in full force and effect. Except as expressly set forth herein, nothing expressed or implied in this
Agreement, the Amended Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement or any Loan Party under any Loan Document (as defined
in the Existing Credit Agreement) from any of its obligations and liabilities thereunder.
 SECTION 8. Counterparts; Electronic
Execution . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Signature
pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by .pdf or other electronic transmission shall be
effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import herein 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 similar state laws based on
the Uniform Electronic Transactions Act.

 6

 SECTION 9. Governing Law . This Agreement shall be governed by and construed in
accordance with the law of the State of New York.
 SECTION 10. Reaffirmation . Each of Holdings, the Borrower and each other Loan
Party hereby (a) reaffirms its obligations under the Existing Credit Agreement and each other Loan Document to which it is a party, in each case as amended by this Agreement, (b) reaffirms all Liens on the Collateral which have been
granted by it in favor of the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Loan Documents and (c) acknowledges and agrees that the grants of security interests by and the guarantees of the Loan Parties contained
in the Collateral Documents and the Guaranty are, and shall remain, in full force and effect immediately after giving effect to this Agreement.

 SECTION 11. Section Titles . The section titles contained in this Agreement are and shall be without substantive meaning or content of
any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section. Any reference to the number of a clause, sub-clause or subsection of any Loan Document immediately followed by a reference
in parenthesis to the title of the section of such Loan Document containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided , however , that, in case
of direct conflict between the reference to the title and the reference to the number of such section, the reference to the title shall govern absent manifest error.

 SECTION 12. Notices . All communications and notices hereunder shall be given as provided in the Existing Credit Agreement.

 SECTION 13. Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity
and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.
 SECTION 14. Successors . The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective successors and assigns permitted by the Existing Credit Agreement.
 SECTION 15. Waiver of Jury
Trial . EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 15 WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
 [ Signature Page Follows ]

 7

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

 BRIGHT HORIZONS FAMILY SOLUTIONS LLC

 By:

 /s/ Elizabeth J. Boland

 Name:

 Elizabeth J. Boland

 Title:

 Chief Financial Officer

 [ Signature Page to
 Fifth Amendment ]

 BRIGHT HORIZONS CAPITAL CORP.

 By:

 /s/ Elizabeth J. Boland

 Name:

 Elizabeth J. Boland

 Title:

 Chief Financial Officer

 BRIGHT HORIZONS LLC
 BRIGHT HORIZONS
CHILDREN’S CENTERS LLC
 CORPORATEFAMILY SOLUTIONS LLC

 RESOURCES IN ACTIVE LEARNING
 HILDEBRANDT LEARNING CENTERS,
LLC

 By:

 /s/ Elizabeth J. Boland

 Name:

 Elizabeth J. Boland

 Title:

 Chief Financial Officer

 [ Signature Page to
 Fifth Amendment ]

 JPMORGAN CHASE BANK, N.A.,
 as
Administrative Agent, 2026 Term A Lender, 2026 Revolving Credit Lender and L/C Issuer

 By:

 /s/ Christopher A. Salek

 Name:

 Christopher A. Salek

 Title:

 Executive Director

 [ Signature Page to
 Fifth Amendment ]

 [Other Lender signature pages are on file with the Administrative Agent]

 Schedule I

 2026 Term A Loan Commitments

 2026 Term A Lender

 2026 Term A Loan
Commitment

 TD Bank, N.A.

 $
 50,000,000.00

 Bank of America, N.A.

 $
 41,000,000.00

 JPMorgan Chase Bank, N.A.

 $
 41,000,000.00

 Wells Fargo Bank, N.A.

 $
 41,000,000.00

 PNC Bank, National Association

 $
 41,000,000.00

 Eastern Bank

 $
 40,000,000.00

 Capital One, National Association

 $
 33,000,000.00

 M&T Bank

 $
 33,000,000.00

 Trustmark Bank

 $
 25,000,000.00

 First-Citizens Bank & Trust Company

 $
 15,000,000.00

 Taiwan Business Bank Los Angeles Branch

 $
 15,000,000.00

 Total

 $
 375,000,000.00

 Schedule II

 Revolving Credit Commitments

 2026 Revolving

 Credit Lender

 Existing
 Revolving Credit
Commitment

 2026
 Revolving
Incremental
Commitment

 Total
 Revolving Credit
Commitment

 Bank of America, N.A.

 $
 177,500,000.00

 $
 9,000,000.00

 $
 186,500,000.00

 JPMorgan Chase Bank, N.A.

 $
 157,500,000.00

 $
 9,000,000.00

 $
 166,500,000.00

 Wells Fargo Bank, N.A.

 $
 157,500,000.00

 $
 9,000,000.00

 $
 166,500,000.00

 Citizens Bank, N.A.

 $
 157,500,000.00

 — 

 $
 157,500,000.00

 Santander Bank, N.A.

 $
 60,000,000.00

 $
 50,000,000.00

 $
 110,000,000.00

 PNC Bank, National Association

 $
 100,000,000.00

 $
 9,000,000.00

 $
 109,000,000.00

 Capital One, National Association

 $
 40,000,000.00

 $
 7,000,000.00

 $
 47,000,000.00

 M&T Bank

 $
 30,000,000.00

 $
 7,000,000.00

 $
 37,000,000.00

 Citibank, N.A.

 $
 20,000,000.00

 — 

 $
 20,000,000.00

 Total

 $
 900,000,000.00

 $
 100,000,000.00

 $
 1,000,000,000.00

 ANNEX I

 Amended Credit Agreement

 [Attached]

 ANNEX I

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 Dated as of November 23, 2021

 among
 BRIGHT HORIZONS FAMILY
SOLUTIONS LLC,
 as Borrower,

 BRIGHT HORIZONS CAPITAL CORP.,
 as
Holdings,
 JPMORGAN CHASE BANK, N.A.,

 as Administrative Agent and L/C Issuer,

 THE OTHER LENDERS PARTY HERETO,
 JPMORGAN CHASE BANK, N.A.,

 BOFA SECURITIES, INC.,
 CITIGROUP GLOBAL MARKETS INC.,

 CITIZENS JPMORGAN CHASE BANK, N.A. and

 WELLS FARGO SECURITIES, LLC
 as
Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents for the Revolving Credit Facility and Term A Loan Facility ,
 CAPITAL
ONE, NATIONAL ASSOCIATION,
 HSBC SECURITIES (USA) INC CITIZENS BANK, N.A .,
 PNC CAPITAL MARKETS LLC and

 SANTANDER BANK, N.A.
 as Co-Documentation Joint Lead Arrangers and Co-Syndication Agents for the Revolving Credit Facility and Term A Loan Facility ,

 CAPITAL ONE, NATIONAL ASSOCIATION,
 M&T
BANK,

 TD BANK, N.A.
and

 BARCLAYS EASTERN BANK PLC ,
 as Co-Documentation
 Agent Agents for the
Revolving Credit Facility and Term A Loan Facility ,

 JPMORGAN CHASE BANK, N.A.
 BOFA SECURITIES, INC.,

 CITIGROUP GLOBAL MARKETS INC. WELLS FARGO SECURITIES , LLC,
 CITIZENS BANK,
N.A. , and

 JPMORGAN CHASE BANK, N.A. and
 WELLS FARGO
SECURITIES, PNC CAPITAL MARKETS LLC

 as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents for the Term B Loan Facility, and

 BARCLAYS BANK PLC,
 CAPITAL ONE,
NATIONAL ASSOCIATION,
 HSBC SECURITIES (USA) INC.,

 PNC CAPITAL MARKETS LLC and

 SANTANDER BANK, N.A.
 as
Co-Documentation Agents for the Term B Loan Facility

 TABLE OF CONTENTS

 Page

 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

 1

 Section 1.01

 Defined Terms

 1

 Section 1.02

 Other Interpretive Provisions

 59

 Section 1.03

 Accounting Terms

 60

 Section 1.04

 Rounding

 60

 Section 1.05

 References to Agreements, Laws, Etc

 60

 Section 1.06

 Times of Day

 60

 Section 1.07

 Timing of Performance

 60 61

 Section 1.08

 Currency Equivalents Generally

 60 61

 Section 1.09

 Change of Currency

 61

 Section 1.10

 Cumulative Growth Amount Transactions

 61

 Section 1.11

 Pro Forma and Other Calculations

 61 62

 Section 1.12

 Limited Condition Transactions

 63

 Section 1.13

 Cashless Rollovers

 64

 Section 1.14

 Interest Rates; Benchmark Notification

 64

 Section 1.15

 Divisions

 64 65

 Section 1.16

 Additional Borrowers

 65

 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS

 65 66

 Section 2.01

 The Loans

 65 66

 Section 2.02

 Borrowings, Conversions and Continuations of Loans

 66

 Section 2.03

 Letters of Credit

 67 68

 Section 2.04

 Swing Line Loans

 74

 Section 2.05

 [Reserved]

 76 77

 Section 2.06

 Prepayments

 76 77

 Section 2.07

 Termination or Reduction of Commitments

 85 86

 Section 2.08

 Repayment of Loans

 86 87

 Section 2.09

 Interest

 87 88

 Section 2.10

 Fees

 87 88

 Section 2.11

 Computation of Interest and Fees

 88 89

 Section 2.12

 Evidence of Indebtedness

 88 89

 Section 2.13

 Payments Generally

 89 90

 Section 2.14

 Sharing of Payments

 90 91

 Section 2.15

 Extension of Term Loans; Extension of Revolving Credit Loans

 91 92

 Section 2.16

 Incremental Borrowings

 94 95

 Section 2.17

 Refinancing Amendments

 99

 Section 2.18

 Defaulting Lenders

 100 101

 ARTICLE III TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

 101 102

 Section 3.01

 Taxes

 101 102

 Section 3.02

 Illegality

 103 104

 Section 3.03

 Alternate Rate of Interest

 104 105

 Section 3.04

 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Term Benchmark Loans

 106 107

 Section 3.05

 Break Funding Payments

 107 108

 Section 3.06

 Matters Applicable to All Requests for Compensation

 108 109

 Section 3.07

 Replacement of Lenders under Certain Circumstances

 108 109

 Section 3.08

 Survival

 110 111

 i

 ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

 110 111

 Section 4.01

 Conditions of Initial Credit Extension

 110 111

 Section 4.02

 Conditions to All Credit Extensions

 110 111

 ARTICLE V REPRESENTATIONS AND WARRANTIES

 111

 Section 5.01

 Existence, Qualification and Power; Compliance with Laws

 111

 Section 5.02

 Authorization; No Contravention

 111 112

 Section 5.03

 Governmental Authorization; Other Consents

 111 112

 Section 5.04

 Binding Effect

 111 112

 Section 5.05

 Financial Statements; No Material Adverse Effect

 111 112

 Section 5.06

 Litigation

 112

 Section 5.07

 No Default

 112 113

 Section 5.08

 Ownership of Property; Liens

 112 113

 Section 5.09

 Environmental Compliance

 112 113

 Section 5.10

 Taxes

 113 114

 Section 5.11

 ERISA Compliance

 113 114

 Section 5.12

 Subsidiaries; Equity Interests

 113 114

 Section 5.13

 Margin Regulations; Investment Company Act

 113 114

 Section 5.14

 Disclosure

 113 114

 Section 5.15

 Intellectual Property; Licenses, Etc

 114

 Section 5.16

 Solvency

 114 115

 Section 5.17

 Subordination of Junior Financing

 114 115

 Section 5.18

 Labor Matters

 114 115

 Section 5.19

 Perfection, Etc

 114 115

 Section 5.20

 USA PATRIOT Act and OFAC

 114 115

 ARTICLE VI AFFIRMATIVE COVENANTS

 115 116

 Section 6.01

 Financial Statements

 115 116

 Section 6.02

 Certificates; Other Information

 116 117

 Section 6.03

 Notices

 117 118

 Section 6.04

 Payment of Taxes

 117 118

 Section 6.05

 Preservation of Existence, Etc

 117 118

 Section 6.06

 Maintenance of Properties

 117 118

 Section 6.07

 Maintenance of Insurance

 118 119

 Section 6.08

 Compliance with Laws

 118 119

 Section 6.09

 Books and Records

 118 119

 Section 6.10

 Inspection Rights

 118 119

 Section 6.11

 Covenant to Guarantee Obligations and Give Security

 118 119

 Section 6.12

 Compliance with Environmental Laws

 119 120

 Section 6.13

 Further Assurances

 119 120

 Section 6.14

 Designation of Subsidiaries

 120 121

 Section 6.15

 Maintenance of Rating

 120 121

 Section 6.16

 Use of Proceeds

 120 121

 ARTICLE VII NEGATIVE COVENANTS

 120 121

 Section 7.01

 Liens

 121 122

 Section 7.02

 Investments

 124 125

 Section 7.03

 Indebtedness

 126 127

 Section 7.04

 Fundamental Changes

 131 132

 Section 7.05

 Dispositions

 132 133

 Section 7.06

 Restricted Payments

 134 135

 Section 7.07

 Change in Nature of Business

 136 137

 Section 7.08

 Transactions with Affiliates

 136 137

 ii

 Section 7.09

 Burdensome Agreements

 137 138

 Section 7.10

 [Reserved]

 138 139

 Section 7.11

 Financial Covenant

 138 139

 Section 7.12

 Accounting Changes

 138 139

 Section 7.13

 Prepayments, Etc. of Indebtedness

 138 139

 Section 7.14

 Holding Company

 139

 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES

 139 140

 Section 8.01

 Events of Default

 139 140

 Section 8.02

 Remedies Upon Event of Default

 140 141

 Section 8.03

 Exclusion of Immaterial Subsidiaries

 141 142

 Section 8.04

 Application of Funds

 141 142

 Section 8.05

 Borrower’s Right to Cure

 142 143

 ARTICLE IX ADMINISTRATIVE AGENT AND OTHER AGENTS

 143

 Section 9.01

 Appointment and Authorization of Agents

 143

 Section 9.02

 Delegation of Duties

 143 144

 Section 9.03

 Liability of Agents

 143 144

 Section 9.04

 Reliance by Agents

 144 145

 Section 9.05

 Notice of Default

 144 145

 Section 9.06

 Credit Decision; Disclosure of Information by Agents

 144 145

 Section 9.07

 Indemnification of Agents

 145 146

 Section 9.08

 Agents in their Individual Capacities

 145 146

 Section 9.09

 Successor Agents

 145 146

 Section 9.10

 Administrative Agent May File Proofs of Claim

 146 147

 Section 9.11

 Collateral and Guaranty Matters

 147

 Section 9.12

 Cash Management Obligations and Secured Hedge Agreements

 147 148

 Section 9.13

 Other Agents; Arrangers and Managers

 147 148

 Section 9.14

 Appointment of Supplemental Administrative Agents

 148

 Section 9.15

 Erroneous Payments

 148 149

 ARTICLE X MISCELLANEOUS

 149 150

 Section 10.01

 Amendments, Etc

 149 150

 Section 10.02

 Notices and Other Communications; Facsimile Copies

 152 153

 Section 10.03

 No Waiver; Cumulative Remedies

 154 155

 Section 10.04

 Attorney Costs, Expenses and Taxes

 154 155

 Section 10.05

 Indemnification by the Borrower

 155 156

 Section 10.06

 Payments Set Aside

 156 157

 Section 10.07

 Successors and Assigns

 156 157

 Section 10.08

 Confidentiality

 161

 Section 10.09

 Setoff

 161 162

 Section 10.10

 Interest Rate Limitation

 161 162

 Section 10.11

 Counterparts; Electronic Execution

 162

 Section 10.12

 Integration

 162 163

 Section 10.13

 Survival of Representations and Warranties

 162 163

 Section 10.14

 Severability

 163 164

 Section 10.15

 Execution of Assignments and Certain Other Documents

 163 164

 Section 10.16

 GOVERNING LAW

 163 164

 Section 10.17

 WAIVER OF RIGHT TO TRIAL BY JURY

 164 165

 Section 10.18

 Binding Effect

 164 165

 Section 10.19

 Lender Action

 164 165

 Section 10.20

 USA PATRIOT Act

 164 165

 Section 10.21

 No Advisory or Fiduciary Responsibility

 164 165

 Section 10.22

 Intercreditor Agreement

 165 166

 iii

 Section 10.23

 Acknowledgement and Consent to Bail-In of EEA Financial Institutions

 165 166

 Section 10.24

 Currency Indemnity

 166

 Section 10.25

 Certain ERISA Matters

 166 167

 Section 10.26

 Acknowledgement Regarding Any Supported QFCs

 167 168

 SCHEDULES

 1.01B

 Certain Security Interests and Guarantees

 2.01

 Commitments

 5.12

 Subsidiaries and Other Equity Investments

 7.01(b)

 Existing Liens

 7.02(f)

 Existing Investments

 7.03(b)

 Existing Indebtedness

 7.05(f)

 Dispositions

 7.08

 Transactions with Affiliates

 7.09

 Existing Restrictions

 10.02

 Administrative Agent’s Office, Certain Addresses for Notices

 EXHIBITS

 Form of

 A

 Committed Loan Notice

 B

 Swing Line Loan Notice

 C-1

 Term Loan Note

 C-2

 Revolving Credit Note

 C-3

 Swing Line Note

 D

 Compliance Certificate

 E-1

 Assignment and Assumption Agreement

 F

 Guaranty

 G

 Security Agreement

 H

 Letter of Credit Application

 I

 Opinion – Counsel to Loan Parties

 J

 Intercompany Note

 K

 Discount Range Prepayment Notice

 L

 Discount Range Prepayment Offer

 M

 Solicited Discounted Prepayment Notice

 N

 Acceptance and Prepayment Notice

 O

 Specified Discount Prepayment Notice

 P

 Solicited Discounted Prepayment Offer

 Q

 Specified Discount Prepayment Response

 R

 First Lien Intercreditor Agreement

 S

 Second Lien Intercreditor Agreement

 T-1

 Form of U.S. Tax Compliance Certificate – Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes

 T-2

 Form of U.S. Tax Compliance Certificate – Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes

 T-3

 Form of U.S. Tax Compliance Certificate – Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes

 T-4

 Form of U.S. Tax Compliance Certificate – Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes

 iv

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 23, 2021 (this “ Agreement ”), among BRIGHT
HORIZONS FAMILY SOLUTIONS LLC, a Delaware limited liability company (the “ Borrower ”), BRIGHT HORIZONS CAPITAL CORP., a Delaware corporation, JPMORGAN CHASE BANK, N.A., as Administrative Agent and L/C Issuer and each lender
from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”).

 PRELIMINARY STATEMENTS

 The Borrower, Bright Horizons Capital Corp., the Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer are parties to
that certain Credit Agreement originally dated as of January 30, 2013 (as amended and restated as of November 7, 2016, as amended by the Amendment Agreement, dated as of May 8, 2017, the Amendment to Credit Agreement, dated as of
November 30, 2017, the Third Amendment to Credit Agreement, dated as of May 31, 2018, the Fourth Amendment to Credit Agreement, dated as of April 24, 2020, the Fifth Amendment to Credit Agreement, dated as of May 7, 2020 and the
Sixth Amendment to Credit Agreement, dated as of May 26, 2021 and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “ Existing Credit Agreement ”).

 The Borrower, Bright Horizons Capital Corp., the Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, have entered
into the Amendment Agreement, dated as of November 23, 2021 (the “ 2021 Amendment Agreement ”), pursuant to which (i) certain lenders agreed to make certain term loans (“ 2021 Term B Loans ”)
constituting Other Term Loans in an aggregate principal amount of $600,000,000 on the 2021 Effective Date (as defined below), (ii) the Term A Lenders (as defined
below) certain lenders agreed to make certain term A loans (“ 2021 Term A Loans (as defined below ” )
in an aggregate principal amount of $400,000,000 on the 2021 Effective Date ( as defined below) and
( iii) the Borrower agreed to use the proceeds of such 2021 Term B Loans and 2021 Term A Loans, together with cash on hand, to prepay in full the outstanding principal amount of the Existing Term B Loans (as defined in the 2021 Amendment Agreement), together with any accrued but unpaid
interest, and to pay related fees and expenses and (iv) the parties thereto have agreed, subject to the terms and conditions thereof, to amend and restate the Existing Credit Agreement to be in the form hereof.

 As of the 2021 Effective Date, the Existing Credit Agreement is amended and restated in the form of this Agreement in accordance with the 2021
Amendment Agreement.
 In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as
follows:
 ARTICLE I

 Definitions and Accounting Terms

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

 “ 2016 Effective Date ” means November 7, 2016.

 “ 2021 Effective
Date ” means November 23, 2021.

 “ 2021 Amendment Agreement ” has the meaning specified in the Preliminary Statements.

 “ 2021 Effective Date ” means November 23,
2021.

 “ 2021 Term A Loan Prepayment ” means the Term A
Loan Prepayment, as defined in the Third Amendment.
 “ 2021 Term A Loans ” has the meaning specified in the Preliminary Statements.

 “ 2021 Term B Loans ” has the meaning specified in the Preliminary Statements.

 “ 2024 Term B Loans ” has the meaning specified in this
Agreement as in effect immediately prior to the Fourth Amendment Effective Date.
 “ 2025 Term B Lender ”
means as of any date of determination, any Lender that holds a portion of the outstanding 2025 Term B Loans on such date.

 “ 2025 Term B Loan Commitments ” means the 2025 Term B Commitments, as defined in the Fourth Amendment.

 “ 2025 Term B Loans ” has the meaning specified in Section 2.01(a)(ii).

 “ 2025 Voluntary Prepayment ” has the meaning specified in the Fourth Amendment.

 “ 2026 Term A Lender ” means as of any date of
determination, any Lender that holds a portion of the outstanding 2026 Term A Loans on such date.

 “ 2026 Term A Loan Commitments ” means the 2026
Term A Commitments, as defined in the Fifth Amendment.
 “ 2026 Term A Loans ” has the meaning specified in Section 2.01(a)(i).

 “ ABBR ” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the AUD Bank Bill Rate.
 “ ABR ” when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Base Rate.

 “ Acceptable Discount ” has the meaning specified in Section 2.06(a)(iv)(D)(2).

 “ Acceptable Prepayment Amount ” has the meaning specified in Section 2.06(a)(iv)(D)(3).

 “ Acceptance and Prepayment Notice ” means a notice of the Borrower’s acceptance of the Acceptable Discount in
substantially the form of Exhibit N .
 “ Acceptance Date ” has the meaning specified in
Section 2.06(a)(iv)(D)(2).
 “ Act ” has the meaning specified in Section 10.20.

 “ Additional Borrower ” means any wholly-owned Restricted Subsidiary of the Borrower organized or incorporated under
the laws of a Qualified Jurisdiction that becomes an additional co-borrower (together with one or more other borrowers) and/or a sole borrower of one or more Facilities under this Agreement after the Third Amendment Effective Date pursuant to
Section 1.16.
 “ Additional Borrower Changes ” has the meaning specified in Section 1.16.

 “ Additional Lender ” has the meaning specified in Section 2.16(c).

 “ Additional Refinancing Lender ” means, at any time, any bank, financial institution or other institutional lender or
investor that, in any case, is not an existing Lender and that agrees to provide any portion of Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.17, provided that each Additional
Refinancing Lender shall be subject to the approval of the Administrative Agent, such approval not to be unreasonably withheld or delayed, solely to the extent that any such consent would be required from the Administrative Agent under
Section 10.07(b)(i)(B) for an assignment of Loans to such Additional Refinancing Lender and, in the case of Other Revolving Credit Commitments with respect to the Revolving Credit Facility, the Swing Line Lender (if any) and each L/C Issuer,
solely to the extent such consent would be required for any assignment to such Lender.

 2

 “ Adjusted Daily Simple SONIA ” means an interest rate per annum
equal to the Daily Simple SONIA plus (b) 0.0326%.
 “ Adjusted EURIBOR Rate ” means, with respect to any
Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per annum equal to the greater of (a) (i) the EURIBOR Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate and (b) 0.00%.

 “ Adjusted Term SOFR ” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any
Interest Period, an interest rate per annum equal to the greater of (a) the Term SOFR Rate for such Interest Period and (b) (i) with respect to 2025 Term B Loans, 0.50% and (ii) with respect to 2026 Term A Loans, Revolving Credit Loans and unused Revolving Credit Commitments, 0.00%.

 “ Administrative Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent. Unless the context otherwise requires, the term “Administrative Agent” as used herein and in the other Loan Documents shall include the Collateral Agent.

 “ Administrative Agent’s Office ” means the Administrative Agent’s address and account as set forth on
Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

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

 “ Affected Financial Institution ” means (a) any EEA Financial Institution or (b) any UK Financial
Institution.
 “ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

 “ Agent-Related Distress Event ” means, with respect to the Administrative Agent or any Person that directly or
indirectly Controls the Administrative Agent (each, a “ Distressed Agent-Related Person ”), a voluntary or involuntary case with respect to such Distressed Agent-Related Person under any Debtor Relief Law, or a custodian,
conservator, receiver or similar official is appointed for such Distressed Agent-Related Person or any substantial part of such Distressed Agent-Related Person’s assets, or such Distressed Agent-Related Person makes a general assignment for
the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Agent-Related Person to be, insolvent or bankrupt; provided that an Agent-Related Distress
Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in the Administrative Agent or any Person that directly or indirectly Controls the Administrative Agent by a Governmental Authority
or an instrumentality thereof.
 “ Agent-Related Persons ” means each Agent, together with its respective
Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Person and its Affiliates.

 “ Agents ” means, collectively, the Administrative Agent, the Collateral Agent, the Syndication Agent and the
Supplemental Administrative Agents (if any).
 “ Aggregate Commitments ” means the Commitments of all the Lenders.

 “ Agreed Currencies ” means Dollars and each Alternative Currency.

 “ Agreement ” has the meaning specified in the introductory paragraph hereof.

 3

 “ All-In Yield ” means, as to any Indebtedness, the yield thereof,
whether in the form of interest rate, margin, original issue discount, upfront fees, interest rate floor or otherwise, in each case, incurred or payable by the Borrower ratably to all lenders of such Indebtedness; provided that original issue
discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); and provided , further , that
“All-In Yield” shall not include arrangement, structuring, commitment, ticking, amendment, unused line, consent, underwriting, advisory or other similar fees (regardless of how such fees are computed and whether shared or paid, in whole
or in part, with or to any or all lenders) or other fees not paid ratably to all lenders of such Indebtedness.
 “ Alternative
Currency ” means each of Euros, Pounds Sterling and Australian Dollars.
 “ Alternative Currency
Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or applicable L/C Issuer, as the case may
be, at such time on the basis of the Spot Rate (determined as of the most recent Revaluation Date) for the purchase of the applicable Alternative Currency with Dollars.

 “ Alternative Currency Loans ” means any Loan denominated in an Alternative Currency.

 “ Ancillary Document ” has the meaning specified in Section 10.11.

 “ Applicable Discount ” has the meaning specified in Section 2.06(a)(iv)(C)(2).

 “ Applicable Indebtedness ” has the meaning specified in the definition of “Weighted Average Life to
Maturity”.
 “ Applicable Rate ” means a percentage per annum equal to:

 (a) with respect to 2025 Term B Loans, (A) for Term Benchmark Loans, 1.75% and (B) for ABR Loans, 0.75%;

 (b) with respect to unused Revolving Credit Commitments and the commitment fee therefor, 0.25%; and

 (c) with respect to 2026 Term A Loans, Revolving Credit Loans and Letter of Credit fees, the percentages per annum set forth in the table below, based upon the Consolidated First Lien Net Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section 6.02(a):

 Pricing
Level

 Consolidated First Lien Net Leverage Ratio

 Term Benchmark
Rate for 2026
Term A Loans,
 Revolving Credit
Loans and Letter
of Credit fees

 Base Rate for
 2026 Term A
Loans and
 Revolving Credit
Loans

 Adjusted Daily
Simple SONIA
for
Revolving Credit
Loans

 1

 Greater than 2.50:1.00

 1.75
 %

 0.75
 %

 1.75
 %

 2

 Less than or equal to 2.50:1.00 but greater than 1.50:1.00

 1.50
 %

 0.50
 %

 1.50
 %

 3

 Less than or equal to 1.50:1.00

 1.25
 %

 0.25
 %

 1.25
 %

 Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated First Lien Net Leverage Ratio
shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that at the option of the Administrative Agent or the Required Lenders, the
highest Pricing Level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which
such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall
have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

 4

 “ Appropriate Lender ” means, at any time, (a) with respect to
Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the relevant Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the Swing
Line Lender and (ii) the Revolving Credit Lenders.
 “ Approved Bank ” has the meaning specified in clause
(c) of the definition of “Cash Equivalents”.
 “ Approved Fund ” means any Fund that is
administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

 “ Arrangers ” means, collectively, the Term A Joint Lead Arrangers , Joint Bookrunners and Syndication Agents (in their capacities as Joint Lead Arrangers and Joint Bookrunners ), the Term A Joint Lead Arrangers and Syndication Agents (in their capacities as Joint Lead Arrangers) , the Term B Joint
Lead Arrangers and Joint Bookrunners and , the Revolving Credit Facility Joint Lead Arrangers , Joint Bookrunners and Syndication Agents (in their capacities as Joint Lead
Arrangers and Joint Bookrunners ) and Revolving Credit Facility Joint Lead Arrangers and Syndication Agents (in
their capacities as Joint Lead Arrangers) .

 “ Assignees ” has the meaning specified in Section 10.07(b).

 “ Assignment and Assumption Agreement ” means an Assignment and Assumption Agreement substantially in the form of
 Exhibit E-1 .
 “ Attorney Costs ” means all reasonable and documented fees, expenses and disbursements
of any law firm or other external legal counsel.
 “ Attributable Indebtedness ” means, on any date, in respect of
any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

 “ Auction Agent ” means (a) the Administrative Agent or (b) any other financial institution or advisor
employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.06(a)(iv); provided that the Borrower shall not
designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided ,
 further , that neither the Borrower nor any of its Affiliates may act as the Auction Agent.
 “ AUD Bank Bill
Rate ” means, with respect to any Term Benchmark Borrowing denominated in Australian Dollars for any Interest Period, the AUD Screen Rate at approximately 11:00 a.m., Sydney time, on the first day of such Interest Period.

 “ AUD Screen Rate ” means a rate per annum equal to the average bid reference rate administered by ASX Benchmark Pty
Limited (ACN 616 075 417) (or any other Person that takes over the administration of such rate) for bills of exchange in Australian Dollars with a term equivalent to the applicable period, as displayed on the Reuters screen page that displays such
rate (currently page BBSY) (or, in the event such rate does not appear on a page of the Reuters screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that
publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion); provided that if the AUD Screen Rate shall be less than zero, such rate shall be deemed to be zero.

 “ Audited Financial Statements ” means the audited consolidated balance sheet of the Borrower and its Subsidiaries as
of December 31, 2020, and the related audited consolidated statements of income, stockholders’ equity and cash flows for the Borrower and its Subsidiaries for the fiscal year ended December 31, 2020.

 “ Australian Dollars ” means the lawful currency of Australia.

 5

 “ Auto-Renewal Letter of Credit ” has the meaning specified in
Section 2.03(b)(iii).
 “ Available Incremental Amount ” means, as of any date of determination,

 (a) an amount equal to the sum of (the “ Free and Clear Incremental Amount ”):

 (i) the greater of (A) $415,000,000 and (B) 100% of Consolidated EBITDA for the most recently ended Test Period as of
such time determined on a Pro Forma Basis, plus
 (ii) the sum of the aggregate principal amount of
(w) voluntary prepayments, redemptions, repurchases and buybacks of Term Loans and Incremental Term Loans (including payments pursuant to Section 3.07 or other analogous “yank-a-bank” provisions and payments through Dutch
auction procedures and payments of such Term Loans utilizing Section 2.06(a)(iii) or Section 10.07(m) (in each case, in the principal amount of such Term Loans subject thereto and only to the extent retired)) by Holdings, the Borrower or
any of its Subsidiaries, in each case, after the 2021 Effective Date, (x) permanent commitment reductions after the 2021 Effective Date in respect of the Revolving Credit Facility, (y) permanent commitment reductions after the 2021
Effective Date in respect of Incremental Equivalent Debt in the form of revolving credit commitments or any Incremental Revolving Credit Commitments established, in each case, in reliance on the Free and Clear Incremental Amount and
(z) voluntary prepayments, redemptions, repurchases and buybacks (including open market purchases at or below par and payments through Dutch auction procedures and payments utilizing any “yank-a-bank” provision (in each case, in the
principal amount of the Indebtedness subject thereto and only to the extent retired)) of Incremental Equivalent Debt by Holdings, the Borrower or any of its Subsidiaries after the 2021 Effective Date, in each case under this clause (z), to the
extent such Indebtedness was incurred in reliance on the Free and Clear Incremental Amount, in the case of each of clauses (w), (x), (y) and (z) above, other than from proceeds of long-term Indebtedness (other than (1) any revolving
Indebtedness or (2) any intercompany loans among the Borrower and its Restricted Subsidiaries of amounts that are not otherwise proceeds of long-term Indebtedness (other than revolving Indebtedness)) of the Borrower or the Restricted
Subsidiaries, plus
 (iii) the sum of the aggregate principal amount of voluntary prepayments, redemptions,
repurchases and buybacks (including payments pursuant to Section 3.07 or other analogous “yank-a-bank” provisions, open market purchases at or below par and payments through Dutch auction procedures and payments of such Term Loans
utilizing Section 2.06(a)(iii) or Section 10.07(m) (in each case, in the principal amount of the Indebtedness subject thereto and only to the extent retired)) (or, solely with respect to revolving credit commitments, the aggregate
principal amount of permanent commitment reductions effected thereunder) by Holdings, the Borrower or any of its Subsidiaries of any Credit Agreement Refinancing Indebtedness, Other Term Loan, Other Revolving Credit Commitment or any Indebtedness in
respect of a Permitted Refinancing, as applicable, previously applied, directly or indirectly, to the prepayment, redemption, repurchase, buyback or permanent commitment reduction, as applicable, of any Indebtedness or revolving credit commitment,
as applicable, described in clause (ii) above, in each case under this clause (iii), to the extent such voluntary prepayment, redemption, repurchase or buyback was not financed with the proceeds of long-term Indebtedness (other than
(1) except in the case of the 2021 Term A Loan Prepayment (as defined in the Third Amendment) , any revolving Indebtedness or (2) any intercompany loans among the
Borrower and its Restricted Subsidiaries of amounts that are not otherwise proceeds of long-term Indebtedness (other than revolving Indebtedness)) of the Borrower or the Restricted Subsidiaries, minus

 (iv) the aggregate principal amount of all Incremental Facilities and all Incremental Equivalent Debt outstanding at such time
that was incurred in reliance on the foregoing clauses (i) and (ii) of the Free and Clear Incremental Amount after the 2021 Effective Date, plus

 (b) an unlimited amount such that after giving effect to the incurrence of any such Incremental Commitment or Incremental
Equivalent Debt and, except as described below with respect to Incremental Delayed Draw Term Loans, deeming all such Indebtedness then being incurred to be fully drawn (this clause (b), the “ Ratio Incremental Amount ”):

 6

 (i) if such Incremental Facility or Incremental Equivalent Debt is secured
by a Lien on the Collateral that ranks pari passu with the Liens securing the Obligations, after giving effect to the incurrence of such Incremental Facility or Incremental Equivalent Debt and the use of proceeds thereof, on a Pro Forma Basis (but,
for the avoidance of doubt, without giving effect to any substantially concurrent incurrence of any Incremental Facility or Incremental Equivalent Debt made pursuant to the Free and Clear Incremental Amount or under the Revolving Credit Facility in
connection therewith), the Consolidated First Lien Net Leverage Ratio shall not exceed 4.25 to 1.00 for the most recent Test Period then ended,

 (ii) if such Incremental Facility or Incremental Equivalent Debt is secured by a Lien on the Collateral that ranks junior to
the Liens securing the Obligations, after giving effect to the incurrence of such Incremental Facility or Incremental Equivalent Debt and the use of proceeds thereof, on a Pro Forma Basis (but, for the avoidance of doubt, without giving effect to
any substantially concurrent incurrence of any Incremental Facility or Incremental Equivalent Debt made pursuant to the Free and Clear Incremental Amount or under the Revolving Credit Facility in connection therewith), the Total Net Leverage Ratio
shall not exceed 5.50 to 1.00 for the most recent Test Period then ended,
 (iii) if such Incremental Facility or
Incremental Equivalent Debt is unsecured, after giving effect to the incurrence of such Incremental Facility or Incremental Equivalent Debt and the use of proceeds thereof, on a Pro Forma Basis (but, for the avoidance of doubt, without giving effect
to any substantially concurrent incurrence of any Incremental Facility or Incremental Equivalent Debt made pursuant to the Free and Clear Incremental Amount or under the Revolving Credit Facility in connection therewith), the Total Net Leverage
Ratio shall not exceed 5.50 to 1.00 for the most recent Test Period then ended;
 provided that (1) the Borrower may elect to incur Incremental
Facilities or Incremental Equivalent Debt under the Free and Clear Incremental Amount above prior to incurring Incremental Facilities or Incremental Equivalent Debt under the Ratio Incremental Amount above, but if no election is specified, then the
Borrower shall be deemed to have elected to incur the Incremental Facility or Incremental Equivalent Debt, as applicable, under the Ratio Incremental Amount, and (2) any Incremental Facility or Incremental Equivalent Debt originally incurred
under the Free and Clear Incremental Amount above shall automatically be reclassified as having been incurred under the Ratio Incremental Amount above at any time the Borrower would have been permitted to incur such Incremental Facility or
Incremental Equivalent Debt under the Ratio Incremental Amount above on a Pro Forma Basis.
 Notwithstanding anything to the contrary in
this Agreement, in the case of an Incremental Facility or Incremental Equivalent Debt in the form of a delayed draw term loan facility (“ Incremental Delayed Draw Term Loans ”), the Borrower may elect, in its sole discretion,
to either (A) incur such Incremental Delayed Draw Term Loans under the Available Incremental Amount at the time the delayed draw term loan commitments for such Incremental Delayed Draw Term Loans (the “ Incremental Delayed Draw Term
Commitments ”) are established ( provided that, in the case of this clause (A), (x) such Incremental Delayed Draw Term Commitments shall be deemed to be fully drawn at the time they are established solely for purposes of
incurring such Incremental Delayed Draw Term Loans under the Available Incremental Amount and (y) the subsequent funding of such Incremental Delayed Draw Term Loans shall not require capacity under the Available Incremental Amount) or
(B) incur such Incremental Delayed Draw Term Loans under the Available Incremental Amount at the time such Incremental Delayed Draw Term Loans are funded ( provided that, in the case of this clause (B), (x) the funding of such
Incremental Delayed Draw Term Loans shall require capacity under the Available Incremental Amount and (y) the establishment of such Incremental Delayed Draw Term Commitments shall not require capacity under the Available Incremental Amount and,
for the avoidance of doubt, such Incremental Delayed Draw Term Commitments shall not be deemed to be drawn prior to the
funding thereof).

 7

 “ Available Tenor ” means, as of any date of determination and with
respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that
is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the
avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 3.03.

 “ 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, with respect to
(a) 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 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 applicable in the United Kingdom relating to the resolution of unsound or
failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

 “ Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such
day, (b) the NYFRB Rate in effect on such day plus 1 ⁄ 2 of 1% and (c) Adjusted Term SOFR for a one month Interest Period as published two U.S. Government
Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition, Adjusted Term
SOFR for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR
Reference Rate methodology). Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or Adjusted
Term SOFR, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 3.03(b)), then the Base Rate
shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be (i) with respect to
2025 Term B Loans, less than 1.50%, such rate shall be deemed to be 1.50% for purposes of this Agreement and (ii) with respect to 2026 Term A Loans and Revolving Credit Loans, less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

 “ Benchmark ” means, initially, with respect to any Loan in any Agreed Currency, the applicable Relevant Rate for such
Agreed Currency; provided that if a Benchmark Transition Event, and its related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then
“Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 3.03.

 “ Benchmark Replacement ” means, for any Available Tenor, the first alternative set forth in the order below that can
be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Alternative Currency “Benchmark Replacement” shall mean the alternative set forth in (2)
below:
 (1) in the case of any Loan denominated in Dollars, the sum of (a) Daily Simple SOFR and (b) the related Benchmark
Replacement Adjustment; and
 (2) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and
the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate
by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed
Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment.

 8

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

 “ Benchmark Replacement Adjustment ” means, with respect to any replacement of the then-current Benchmark with an
Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a
positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for
calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any
evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for
syndicated credit facilities denominated in the applicable Agreed Currency at such time.
 “ Benchmark Replacement Conforming
Changes ” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the
definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion
or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and
implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such
market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent
decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

 “ Benchmark Replacement Date ” means, with respect to any Benchmark, the earliest to occur of the following events
with respect to such then-current Benchmark:
 (1) in the case of clause (1) or (2) of the definition of
“Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in
the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

 (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such
Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that
such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such
date.
 For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but
earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be
deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the
published component used in the calculation thereof).
 “ Benchmark Transition Event ” means, with respect to any
Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

 9

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

 (2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or
the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the
administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the
administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof)
permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

 (3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or
the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

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

 “ Benchmark Unavailability Period ” means, with respect to any Benchmark, the period (if any) (x) beginning at
the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan
Document in accordance with Section 3.03 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03.

 “ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to
Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or
Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 “ BHC Act
Affiliate ” has the meaning specified in Section 10.26(b).
 “ Borrower ” has the meaning
specified in the introductory paragraph of this Agreement; provided that, as the context requires, the term “Borrower” shall include any Additional Borrower.

 “ Borrower Offer of Specified Discount Prepayment ” means the offer by any Company Party to make a voluntary
prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.06(a)(iv)(B).
 “ Borrower Retained
Prepayment Amounts ” has the meaning specified in Section 2.06(b)(ix).
 “ Borrower Solicitation of Discounted
Prepayment Offers ” means the solicitation by any Company Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.06(a)(iv)(D).

 “ Borrower Solicitation of Discount Range Prepayment Offers ” means the solicitation by any Company Party of
offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.06(a)(iv)(C).

 10

 “ Borrowing ” means a Revolving Credit Borrowing, a Swing Line
Borrowing or a Term Borrowing, as the context may require.
 “ Business Day ” means any day other than a Saturday,
Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located, provided that:

 (a) if such day relates to any interest rate settings as to a Term Benchmark Loan denominated in Dollars, any fundings,
disbursements, settlements and payments in respect of any such Term Benchmark Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Term Benchmark Loan, “Business Day” shall mean a U.S.
Government Securities Business Day;
 (b) if such day relates to any interest rate settings as to a Term Benchmark Loan
denominated in Euros, any fundings, disbursements, settlements and payments in Euros in respect of any such Term Benchmark Loan, or any other dealings in Euros to be carried out pursuant to this Agreement in respect of any such Term Benchmark Loan,
“Business Day” shall mean a TARGET Day;
 (c) if such day relates to any interest rate settings as to a SONIA
Rate Loan, any fundings, disbursements, settlements and payments in Pounds Sterling in respect of any such SONIA Rate Loan, or any other dealings in Pounds Sterling to be carried out pursuant to this Agreement in respect of any such SONIA Rate Loan,
“Business Day” shall mean any such day on which banks are open for business in London; and
 (d) if such day
relates to any interest rate settings as to a ABBR Loan, any fundings, disbursements, settlements and payments in Australian Dollars in respect of any such ABBR Loan, or any other dealings in Australian Dollars to be carried out pursuant to this
Agreement in respect of any such ABBR Loan, “Business Day” shall mean any such day on which banks are open for business in Sydney.

 “ Capital Expenditures ” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as
liabilities) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flow of the Borrower and the Restricted
Subsidiaries.
 “ Capitalized Lease Obligation ” means an obligation that is a Capitalized Lease; and the amount of
Indebtedness represented thereby at any time shall be the amount of the liability in respect thereof that would at that time be required to be capitalized on a balance sheet in accordance with GAAP (for the avoidance of doubt, subject to
Section 1.03(b)). It is understood and agreed that Capitalized Lease Obligations shall be deemed not to include Non-Finance Lease Obligations for purposes of the Loan Documents.

 “ Capitalized Lease ” means any lease that has been or should be, in accordance with GAAP (for the avoidance of doubt,
subject to Section 1.03(b)) (except for temporary treatment of construction-related expenditures under EITF 97-10 “The Effects of Lessee Involvement in Asset Construction” which will
ultimately be treated as operating leases upon a sale-leaseback transaction), recorded on the balance sheet as a finance lease.

 “ Captive Insurance Subsidiary ” means (i) any Subsidiary established by the Borrower for the primary purpose of
insuring the businesses or properties owned or operated by the Borrower or any of its Subsidiaries or joint ventures or (ii) any Subsidiary of any such insurance subsidiary established for the same primary purpose described in clause (i)
above.
 “ Cash Collateral ” has the meaning specified in Section 2.03(g).

 “ Cash Collateral Account ” means a deposit account at the Administrative Agent (or another commercial bank selected
in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent.

 “ Cash Collateralize ” has the meaning specified in Section 2.03(g).

 11

 “ Cash Equivalents ” means any of the following types of
Investments, to the extent owned by the Borrower or any Restricted Subsidiary:
 (a) Dollars, Pounds Sterling, Euros,
Australian Dollars, yen and Canadian dollars and, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

 (b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or
instrumentality of the United States, having average maturities of not more than 24 months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

 (c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that
(i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking
Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve
System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months from
the date of acquisition thereof;
 (d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by
the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with
average maturities of not more than 24 months from the date of acquisition thereof;
 (e) repurchase agreements entered into
by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the
government or any agency or instrumentality of the United States, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least
100% of the amount of the repurchase obligations;
 (f) securities with average maturities of 24 months or less from the
date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision, taxing authority agency or instrumentality of any such state, commonwealth or territory or by any foreign
government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);
 (g)
Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

 (h) Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or
“A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition, in each case in Dollars or another currency permitted above in this definition;

 (i) in the case of Foreign Subsidiaries only, instruments equivalent to those referred to in clauses (a) through
(h) above or clause (j) below in each case denominated in any foreign currency comparable in credit quality and tenor to those referred to in such clauses above and customarily used by companies for cash management purposes in any
jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Foreign Subsidiary organized in such jurisdiction; or

 (j) Investments, classified in accordance with GAAP as current assets of the Borrower or any Restricted Subsidiary, in money
market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that
substantially all of such investments are of the character, quality and maturity described in clauses (a) through (g) of this definition.

 12

 “ Cash Management Bank ” means any Person that (a) is an Agent,
Arranger, Lender or any Affiliate of such Agent, Arranger or Lender (i) with respect to Cash Management Services outstanding on the 2021 Effective Date, on the 2021 Effective Date and (ii) with respect to Cash Management Services incurred
after the 2021 Effective Date, at any time that such Person initially provides such Cash Management Services to Holdings, the Borrower or any Restricted Subsidiary, whether or not such Person subsequently ceases to be an Agent, Arranger, Lender or
Affiliate of an Agent, Arranger or Lender and (b) is identified by the Borrower to the Administrative Agent; it being understood that any such provider of such Cash Management Services shall be deemed (i) to appoint the Administrative
Agent and the Collateral Agent as its agents under the applicable Loan Documents and (ii) to agree to be bound by the provisions of Article IX, Section 10.04, Section 10.16 and any applicable Intercreditor Agreement as if it were
a Lender.
 “ Cash Management Obligations ” means obligations owed by Holdings, the Borrower or any Restricted
Subsidiary to any Cash Management Bank in respect of any Cash Management Services.
 “ Cash Management Services ”
means any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit card processing, credit or debit card, purchase card, electronic funds transfer and other cash management arrangements.

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

 “ CBR Loan ” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.

 “ CBR Spread ” means the Applicable Rate applicable to such Loan that is replaced by a CBR Loan.

 “ Central Bank Rate ” means, (A) the greater of (i) for any Loan denominated in (a) Pounds Sterling,
the Bank of England (or any successor thereto)’s “Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following three rates as may be selected by the Administrative
Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of
the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor
thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central
Bank (or any successor thereto) from time to time and (c) any other Alternative Currency determined after the Effective Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion and (ii) 0.00%; plus
(B) the applicable Central Bank Rate Adjustment.
 “ Central Bank Rate Adjustment ” means, for any day, for
any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR
Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euros in effect on the last Business Day in
such period, (b) Pounds Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of SONIA for the five most recent SONIA Business Days preceding such day for which SONIA was available
(excluding, from such averaging, the highest and the lowest SONIA applicable during such period of five SONIA Business Days) minus (ii) the Central Bank Rate in respect of Pounds Sterling in effect on the last SONIA Business Day in such period
and (c) any other Alternative Currency determined after the 2021 Effective Date, a Central Bank Rate Adjustment as
determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) the EURIBOR Rate
on any day shall be based on the EURIBOR Screen Rate on such day at approximately the time referred to in the definition of such term for deposits in Euros for a maturity of one month; provided that if such rate shall be less than 0.00%, such
rate shall be deemed to be 0.00%.

 13

 “ CERCLA ” means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.
 “ CERCLIS ” means the Comprehensive Environmental Response,
Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.
 “ CFC ”
means a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.
 “ Change in
Law ” means the occurrence, after the 2021 Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty (excluding the taking effect after the date of this Agreement of a law,
rule, regulation or treaty adopted prior to the date of this Agreement), (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making
or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. It is understood and agreed that (i) the Dodd–Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203,
H.R. 4173), all Laws relating thereto, all interpretations and applications thereof and any compliance by a Lender with any request or directive relating thereto and (ii) all requests, rules, guidelines or directives promulgated by the Bank for
International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall, in each case, for the purposes of this Agreement,
be deemed to be adopted and taking effect subsequent to the date of this Agreement, provided that it is the applicable Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of
other financing agreements.
 “ Change of Control ” means the earliest to occur of:

 (a) (1) any Person (other than Parent) or (2) Persons constituting a “group” (as such term is used in Sections
13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such Person and its Subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), becomes the
“beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 of the Exchange Act), directly or indirectly, of Equity Interests representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the
issued and outstanding Equity Interests of Holdings;
 (b) any “Change of Control” (or any comparable term) in
any document pertaining to (i) any Permitted Pari Passu Secured Refinancing Debt, any Permitted Junior Secured Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Incremental Equivalent Debt, any unsecured Indebtedness, any
Indebtedness that is secured on a junior basis to the Obligations and any Junior Financing, in each case with an aggregate outstanding principal amount in excess of the Threshold Amount or (ii) any Disqualified Equity Interests with an
aggregate liquidation preference in excess of the Threshold Amount; or
 (c) the Borrower ceases to be a direct wholly owned
Subsidiary of Holdings.
 Notwithstanding anything to the contrary in this definition or any provision of Section 13(d)-3 of the
Exchange Act, (A) a Person or group shall not be deemed to beneficially own Equity Interests to be acquired by such Person or group pursuant to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or
similar agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Equity Interests in connection with the transactions contemplated by such agreement and (B) a Person or group will not
be deemed to beneficially own the Equity Interests of another Person as a result of its ownership of Equity Interests or other securities of such other Person’s parent (or related contractual rights) unless it owns 50% or more of the total
voting power of the Equity Interests entitled to vote for the election of directors (or analogous Persons) of such Person’s parent.

 14

 “ Class ” (a) when used with respect to Lenders, refers to
whether such Lenders have Loans or Commitments with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are 2026 Term A Loan Commitments, 2025 Term B Loan Commitments, Incremental Term Commitments of a given Incremental Series,
Commitments in respect of a Class of Loans to be made pursuant to a given Extension Series, Other Term Loan Commitments of a given Refinancing Series, Revolving Credit Commitments, Incremental Revolving Credit Commitments of a given Incremental
Series or Other Revolving Credit Commitments, in each case not designated part of another existing Class and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are 2026 Term A Loans, 2025 Term B Loans, Incremental Term Loans made pursuant to a given Incremental Series, Extended Term
Loans, Other Term Loans made pursuant to a given Refinancing Series, Revolving Credit Loans, Incremental Revolving Loans of a given Incremental Series, Extended Revolving Credit Loans or Other Revolving Credit Loans in each case not designated part
of another existing Class. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in different Classes. Commitments (and, in each case, the Loans made pursuant
to such Commitments) that have the same terms and conditions shall be construed to be in the same Class.
 “ Closing
Date ” means January 30, 2013.
 “ CME Term SOFR Administrator ” means CME Group Benchmark
Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

 “ Code ” means the U.S. Internal Revenue Code of 1986, as amended, and rules and regulations related thereto.

 “ Collateral ” means all the “Collateral” as defined in any Collateral Document.

 “ Collateral Agent ” means the Administrative Agent, in its capacity as collateral agent under any of the Loan
Documents, or any successor collateral agent.
 “ Collateral and Guarantee Requirement ” means, at any time, the
requirement that:
 (a) the Administrative Agent shall have received each Collateral Document required to be delivered on or
prior to the 2021 Effective Date or pursuant to Section 6.11 or Section 6.13 at such time as is designated therein, duly executed by each Loan Party thereto;

 (b) all Obligations shall have been unconditionally guaranteed by Holdings and each Restricted Subsidiary that is a Domestic
Subsidiary and not an Excluded Subsidiary;
 (c) the Obligations and the Guarantees shall have been secured by a first-priority perfected security interest (subject to Liens permitted by Section 7.01) in (i) all the Equity Interests of the Borrower, (ii) all Equity Interests of each Restricted Subsidiary that is
a Domestic Subsidiary (other than a Domestic Subsidiary described in the following clause (iii)(B)) directly owned by the Borrower or any Guarantor and (iii) 65% of the issued and outstanding Equity Interests of (A) each Restricted
Subsidiary that is a Foreign Subsidiary and a CFC and is directly owned by the Borrower or any Guarantor and (B) each Restricted Subsidiary that is a Domestic Subsidiary that is a FSHCO and is directly owned by the Borrower or any Guarantor;

 (d) except to the extent otherwise permitted hereunder or under any Collateral Document, the Obligations and the
Guarantees shall have been secured by a security interest in substantially all tangible and intangible assets of Holdings, the Borrower and each other Guarantor (including accounts receivable (other than any Receivables Assets and any Securitization
Assets), inventory, equipment, investment property, contract rights, intellectual property, other general intangibles and proceeds of the foregoing), in each case, with the priority required by the Collateral Documents;

 (e) none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and

 (f) [reserved].

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 The foregoing definition shall not require, and the Loan Documents shall not contain any
requirements as to, the creation or perfection of pledges of or security interests in, or taking other actions with respect to, any Excluded Assets or Excluded Equity Interests. The Collateral Agent may grant extensions of time for the perfection of
security interests in particular assets and the delivery of assets where it reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would
otherwise be required by this Agreement or the Collateral Documents.
 Notwithstanding anything to the contrary, there shall be no
requirement for (and no Default or Event of Default under the Loan Documents shall arise out of the lack of) (A) actions required by the Laws of any non-U.S. jurisdiction in order to create any security interests in any assets or to perfect
such security interests (including any intellectual property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction) and
(B) perfecting security interests by entering into agreements with third parties (including control or similar agreements) in respect of cash and Cash Equivalents, deposit or securities accounts (other than the Cash Collateral Account) or
uncertificated securities of Persons other than wholly-owned Restricted Subsidiaries directly owned by the Borrower or any Guarantor.
 In
addition, the Borrower may cause any Restricted Subsidiary that is not otherwise required to be a Guarantor to Guarantee the Obligations and otherwise satisfy the Collateral and Guarantee Requirement, in which case such Restricted Subsidiary shall
be treated as a Guarantor under this Agreement and every other Loan Document for all purposes.
 “ Collateral
Documents ” means, collectively, the Security Agreement, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent pursuant to Section 6.11 or
Section 6.13, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create or affirm a Lien or Guarantee in favor of the Collateral Agent or the Administrative Agent for the benefit of the Secured
Parties.
 “ Commitment ” means a Term Commitment, 2026 Term A Loan Commitment, 2025 Term B Loan Commitment, an Incremental Term Commitment of a given Incremental Series, an
Extended Term Loan Commitment of a given Extension Series, an Other Term Loan Commitment, a Revolving Credit Commitment, an Incremental Revolving Credit Commitment of a given Incremental Series, an Extended Revolving Credit Commitment of a given
Extension Series or Other Revolving Credit Commitment, as the context may require.
 “ Committed Loan
Notice ” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Term Benchmark Loans, pursuant to
Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A .
 “ Commodity Exchange
Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).
 “ Company Parties ” means the
collective reference to Holdings and its Subsidiaries, including the Borrower, and “Company Party” means any one of them.

 “ Compensation Period ” has the meaning specified in Section 2.13(c)(ii).

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

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

 (a) without duplication, in each case (other than in the case of clause (viii)) to the extent already deducted (and not added
back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:
 (i) total interest
expense and, to the extent not reflected in such total interest expense, any losses on Swap Contracts or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such Swap Contracts
or other derivative instruments and costs of surety bonds in connection with financing activities, and any bank fees and financing fees (including commitment, underwriting, funding, “rollover” and similar fees and

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commissions, discounts, yields and other fees, charges and amounts incurred in connection with the issuance or incurrence of Indebtedness and all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts) and annual agency, unused line, facility or similar fees paid under definitive documentation related to Indebtedness,

 (ii) provision for Income Taxes of the Borrower and the Restricted Subsidiaries paid or accrued during such period (including
tax distributions by the Borrower in respect thereof),
 (iii) depreciation and amortization, including amortization of
deferred financing fees and debt discounts,
 (iv) Non-Cash Charges,

 (v) the amount of any fee, loss, discount, charge, expense, cost, accrual or reserve of any kind incurred or accrued in
connection with sales of (x) Receivables Assets and related assets in connection with a Receivables Facility and (y) Securitization Assets and related assets in connection with a Qualified Securitization Financing,

 (vi) any costs or expenses (excluding Non-Cash Charges) incurred by the Borrower or a Restricted Subsidiary pursuant to any
management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the
capital of the Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests),

 (vii) cash receipts (or reduced cash expenditures) to the extent of non-cash gains relating to such income that were deducted
in the calculation of Consolidated EBITDA pursuant to clause (b)(i) below for any prior period,
 (viii) the amount of
“run rate” net cost savings, synergies and operating expense reductions (without duplication of any amounts added back pursuant to Section 1.11(c) in connection with a Specified Transaction) projected by the Borrower in good faith
to result from actions taken, committed to be taken or with respect to which substantial steps have been taken or are expected in good faith to be taken no later than twenty-four (24) months after the end of such period (calculated on a pro
forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of the period for which Consolidated EBITDA is being determined and if such cost savings, operating expense reductions and
synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided , that such cost savings, operating expense reductions and synergies are reasonably
identifiable and factually supportable (it is understood and agreed that “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps
have been taken or are expected to be taken); provided , further , that the aggregate amount of cost savings, synergies and operating expense reductions added back pursuant to this clause (viii) and Section 1.11(c) in any
period of four consecutive fiscal quarters shall not exceed an amount equal to 25% of Consolidated EBITDA for such period (calculated before giving effect to this clause (viii) and Section 1.11(c)); and

 (ix) the amount of any minority interest consisting of Subsidiary income attributable to minority equity interests of third
parties in any non-wholly owned Restricted Subsidiary except to the extent of cash dividends declared or paid on Equity Interests of such non-wholly owned Restricted Subsidiaries held by third parties, less

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 (b) without duplication, in each case to the extent included in arriving at
such Consolidated Net Income, the sum of the following amounts for such period:
 (i) non-cash gains increasing Consolidated
Net Income for such period, excluding any non-cash gains that represent the reversal of an accrual or reserve for any anticipated cash charges in any prior period (other than any such accrual or reserve that has been added back to Consolidated Net
Income in calculating Consolidated EBITDA in accordance with this definition),
 (ii) any non-cash gains with respect to
cash actually received in a prior period unless such cash did not increase Consolidated EBITDA in a prior period, and

 (iii) the amount of gain on sale of (x) Receivables Assets and related assets in connection with a Receivables Facility
and (y) Securitization Assets and related assets in connection with a Qualified Securitization Financing.
 in each case, as determined on a
consolidated basis for the Borrower and the Restricted Subsidiaries.
 For the purpose of the definition of Consolidated EBITDA,
“ Non-Cash Charges ” means (a) any impairment charge or asset write-off or write-down related to intangible assets, long-lived assets and other assets, and investments in debt and equity securities pursuant to GAAP,
(b) stock-based awards compensation expense including, but not limited to, non-cash charges, expenses or write-downs arising from stock options, stock appreciation or other similar rights, restricted stock or other equity incentive programs,
and (c) other non-cash charges, expenses or write-downs ( provided that if any non-cash charges, expenses and write-downs referred to in this paragraph represent an accrual or reserve for potential cash items in any future period,
(1) the Borrower may determine not to add back such non-cash charge in the current period and (2) to the extent the Borrower does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be
subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

 “ Consolidated First Lien Net Debt ” means, as of any date of determination, (a) any Indebtedness described in
clause (a) of Consolidated Total Debt outstanding on such date that is secured by a Lien on any asset or property of the Borrower or any Subsidiary Guarantor, but excluding any such Indebtedness in which the applicable Liens are junior to the
Liens securing the Obligations minus (b) the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by
Sections 7.01(a), 7.01(l), 7.01(bb) (to the extent pari passu with or junior to the Liens securing the Obligations), 7.01(cc) and 7.01(dd) and clauses (i) and (ii) of Section 7.01(t)) included in the consolidated balance
sheet of the Borrower and the Restricted Subsidiaries as of such date; provided that for purposes of determining the Consolidated First Lien Net Leverage Ratio for purposes of Sections 2.16(d)(iv) and 7.03(u) only, any cash proceeds of
any Incremental Facility proposed to be drawn thereunder or Incremental Equivalent Debt proposed to be incurred will not be considered cash or Cash Equivalents under clause (b) hereof and the full amount of any Incremental Revolving Credit
Commitments proposed to be established shall be deemed to be Indebtedness outstanding on such date.
 “ Consolidated First Lien
Net Leverage Ratio ” means, with respect to any date of determination, the ratio of (a) Consolidated First Lien Net Debt as of such date to (b) Consolidated EBITDA for the most recent Test Period. For purposes of this
definition, for the avoidance of doubt, Consolidated EBITDA as used in this definition will be calculated without giving effect to any revenue-related addbacks relating to the COVID-19 virus outbreak.

 “ Consolidated Interest Expense ” means, for any period, the sum of (i) the interest expense (including that
attributable to Capitalized Leases), net of interest income, of the Borrower and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, and limited to such interest paid or payable in cash or received or receivable
in cash during such period, with respect to all outstanding Indebtedness of the Borrower and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’
acceptance financing, (ii) net payments, if any, made (less net payments, if any, received) pursuant to Swap Contracts with respect to Indebtedness, (iii) any cash payments made during such period in respect of the interest expense on such
obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period (other than any such obligations resulting from the discounting of Indebtedness in connection with the application of
purchase accounting in connection with any acquisition consummated prior to the 2021 Effective Date or any Permitted Acquisition) and (iv) from and after the date that a

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Holdings Restricted Payments Election is made, the amount of all Restricted Payments made pursuant to Section 7.06(c) from the Borrower to Holdings to fund cash interest payments by
Holdings, but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, (c) all non-recurring cash interest
expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP, (d) fees and expenses associated with the
consummation of the Transaction, (e) annual agency fees paid to the Administrative Agent and/or Collateral Agent, (f) any prepayment premium or penalty, (g) any interest expense or other fees or charges incurred with respect to any
Escrowed Obligations (for the avoidance of doubt, so long as such Escrowed Obligations are held in escrow); (h) costs associated with obtaining Swap Contracts and breakage costs in respect of Swap Contracts; and (i) commissions, discounts,
yield, and other fees and charges (including any interest expense) related to any Receivables Facility or any Securitization Facility; provided that there shall be excluded from Consolidated Interest Expense for any period the cash interest
expense (or income) of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Interest Expense.

 “ Consolidated Net Income ” means, for any period, the net income (loss) of the Borrower and the Restricted
Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication:

 (a) extraordinary items,

 (b) unusual or non-recurring gains or losses, charges or expenses (including relating to the Transaction) and any charges,
losses or expenses related to signing, retention or completion bonuses or recruiting costs, severance, relocation costs, curtailments or modifications to pension and post-retirement employee benefit plans, and pre-opening, opening, closing and
consolidation costs and expenses with respect to any facilities, costs and expenses relating to any registration statement, or registered exchange offer in respect of any Indebtedness permitted hereunder, integration and systems establishment costs,
and cash restructuring charges or reserves (including restructuring costs related to acquisitions after the Closing Date);

 (c) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net
Income,
 (d) Transaction Expenses,

 (e) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any
acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated
prior to the 2021 Effective Date and any such transaction undertaken but not completed),
 (f) [reserved],

 (g) accruals and reserves that are established within twelve months after the 2021 Effective Date that are so required to be
established as a result of the Transaction in accordance with GAAP,
 (h) any unrealized net gains and losses (after any
offset) resulting from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standards Codification Topic No. 815, Derivatives and Hedging ,

 (i) any after-tax gains or losses on disposal of disposed, abandoned or discontinued operations and any after-tax effect of
gains and losses (less all fees and expenses related thereto) attributable to asset dispositions other than in the ordinary course of business,

 (j) any net income (loss) for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or
that is accounted for by the equity method of accounting, provided that Consolidated Net Income shall be increased by the amount of dividends or distributions that are actually paid in cash (or converted into cash) to the Borrower or a
Restricted Subsidiary in respect of such net income in such period,

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 (k) to the extent (1) covered by insurance under which the insurer has
been properly notified and has affirmed or consented to coverage in writing, expenses with respect to liability or casualty events, and (2) actually reimbursed in cash, expenses incurred to the extent covered by indemnification provisions in
any agreement in connection with the Transaction or a Permitted Acquisition, and
 (l) the following items shall be
excluded:
 (i) any net unrealized gain or loss (after any offset) resulting in such period from currency transaction or
translation gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from (A) Swap Contracts for currency exchange risk and (B) resulting from intercompany indebtedness)
and any other foreign currency transaction or translation gains and losses, to the extent such gain or losses are non-cash items;

 (ii) any adjustments resulting from the application of Accounting Standards Codification Topic No. 460, Guarantees ,
or any comparable regulation;
 (iii) any net after-tax income (loss) from the early extinguishment of Indebtedness or Swap
Contracts or other derivative instruments; and (iv) earn-out and contingent consi…